Jason R.Parnell

Investment Funds

• Represented Siebert Williams Shank & Co. LLC, as sponsor, general partner, and investment manager, in the formation of a $250,000,000 investment fund known as Clear Vision Impact Fund, LP (the “Fund”), formed to enhance the accessibility of capital in historically underserved communities by originating and making loans to, and investing in, small businesses that are minority- or women-owned or operated throughout the U.S.  The limited partners for the Fund include Microsoft Corporation (NASDAQ: MSFT), Apple Inc. (NYSE: AAPL), eBay Inc. (NASDAQ: EBAY), PayPal, Inc. (NASDAQ: PYPL), Comcast Corporation (NASDAQ: CMCSA), Constellation Brands (NYSE: STZ), NextEra Energy, Inc. (NYSE: NEE), and The Northwestern Mutual Life Insurance Company. 
• Represented Kah Capital Management, LLC, as sponsor, general partner, and investment manager, in the formation of a $500,000,000 master-feeder fund structure known as Kah Capital Mortgage Credit Fund II (the “Fund”), consisting of a master fund, a U.S. fund, and a Cayman fund, each formed to acquire debt obligations that are directly or indirectly principally secured by real estate in the U.S. 
• Represented GCM Grosvenor, as sponsor, general partner, and investment manager, in the formation of a master-feeder fund structure with an unlimited offering amount known as GCM Grosvenor New Pathways Fund, L.P. (the “Fund”), formed to improve economic mobility for ethnically diverse groups through investments made on a primary basis in private investments funds (and other collective investment vehicles) sponsored by ethnically diverse fund managers.
• Represented Innventure LLC, as sponsor, general partner, and investment manager, in connection with the formation of, and $150 million offering for, its Innventus ESG Fund I, L.P., which is an ESG-focused venture capital fund that makes Series A, Series B, and other opportunistic seed investments in companies that primarily focus on disruptive “green” technologies.  One company in the Fund’s platform is PureCycle Technologies, Inc. (NASDAQ: PCT). 
• Represented Basis Investment Group, LLC, as sponsor, managing member, and investment manager, in a joint venture with a major sovereign wealth fund for the purpose of making middle market equity and debt investments in commercial and multi-family real estate with property values ranging between $10 million and $50 million.
• Represented Shopoff Realty Investments, as sponsor, in the creation of several $100 million investment funds to offer limited partnership interests to accredited investors and raise capital for various commercial and residential property portfolios throughout the U.S. 
• Represented The Nature Conservancy, a charitable environmental organization, in the creation of a $10 million investment fund to offer limited liability company interests to qualified purchasers to raise program-related investments and other capital for the financing and development of a wind turbine farm in Kenya.

Mergers and Acquisitions

• Represented Boyd Gaming Corporation (NYSE: BYD) (“Boyd”) in a $400 million equity sale to Maverick Gaming LLC of three Boyd subsidiaries that own casinos and riverboats in Louisiana and Mississippi. 
• Represented Salesforce.org (“.Org”), the charitable affiliate of Salesforce.com Inc. (NYSE: CRM) (“Inc.”), in its conversion and reorganization from a nonprofit corporation to a for-profit corporation and its subsequent sale of 100% of its equity to Inc. in a transaction valued at $300 million with an additional $200 million available in earnouts. 
• Represented an investment subsidiary of Alleghany Corporation (NYSE: Y) in the $100 million equity acquisition of 84% of a global firm with over 800 personnel worldwide that delivers technical consulting, design and engineering, and complex research in the pharmaceutical and biotechnology industries. 
• Represented Opportunities for Learning, a southern California for-profit charter school system, in a set of multi-entity merger transactions valued at $200 million to convert the system into a tax-exempt, nonprofit educational system. 
• Represented a strategic investment firm in a number of asset purchase transactions to acquire several financial services businesses throughout southern California. 
• Represented a high net worth individual in the contribution of his ownership interests in hundreds of entities and properties throughout New York City to a newly-formed holding company in a deal valued at $220 million.  Drafted, revised, and negotiated contribution agreement and accompanying schedules and exhibits to the same.  Managed and led corporate due diligence on all entities and properties. </ li>

Private Equity

• Represented ArrowMark Partners, a national private equity firm with a focus on niche and less efficient market segments in public and private credit and equity, in its purchase of a minority stake in an international holding company (“Planet Fitness”) that franchises Planet Fitness locations both domestically and abroad. 
• Represented GenNx360 Capital Partners and its portfolio company, Aero 3 Inc. (“AeroRepair”), as buyers, in connection with an industry roll-up and add-on acquisition valued at $140 million to purchase Landing Gear Technologies, LLC  and expand AeroRepair’s overall aircraft maintenance, repair, and overhaul platform. 
• Represented Temasek Holdings Pte Ltd., a multi-national investment company headquartered in Singapore, as investor, in its $100 million purchase of Class E preferred units in a private equity fund managed by Accenture that wholly owns the developer of property and casualty non-life insurance software in the U.S. 

Finance

• Represented Apple Inc. (NYSE: AAPL), as lender, in a $2.5 billion revolving loan and credit facility to the California Housing Finance Agency, as borrower, to facilitate the redemption, recycling, and subsequent issuance of certain tax-exempt bonds to finance the acquisition, construction, rehabilitation, improvement, and development of affordable permanent and rental housing in the State of California. 
• Represented Intuit Inc. (NASDAQ: INTU), as lender, in connection with its $100 million loan to the Opportunity Finance Network, as borrower, to provide financial assistance to low-income, low wealth, and other underserved communities and direct funding to community development financial institutions. 
• Represented Sunbit Inc., as borrower (“Sunbit”), in connection with the closing of a $250 million revolving loan facility with Credit Suisse (NYSE: CS) and Waterfall Asset Management LLC, each as co-lenders, to provide financing to Sunbit to support its financial technology business, which is primarily focused on providing point-of-sale loans and credit card financing to consumers who need financial assistance for everyday expenses or unexpected emergencies. 
• Represented a subsidiary of Coventry Capital US LLC, as borrower (“Coventry”), in connection with the closing of a $100 million loan facility with Credigy Investments LLC, as lender, and Wells Fargo Bank, N.A. (NYSE: WFC), as securities intermediary and custodian, for the purchase, sale, settlement, repurchase, and collateralization of a lucrative portfolio of life insurance policies in both the secondary and tertiary markets across the U.S. 
• Represented ING Capital LLC (NYSE: ING), as agent and lender, to fully amend, restate, and increase its existing loan facility with Greenworks Lending LLC, as borrower, from $70,000,000 to $120,000,000 for the purchase, sale, refinance, and collateralization of Property Assessed Clean Energy (PACE) assessments, which allow property owners to finance energy efficient, water-saving, and other environmentally beneficial improvements on their homes. 
• Represented Deutsche Bank (NYSE: DB), as trustee, in a collateral loan obligation transaction and Rule 144A note issuance totaling approximately $621 million, with the underlying loans consisting primarily of revolving syndicated senior secured loans managed by Prudential Financial Inc. (NYSE: PRU). 
• Represented Deutsche Bank (NYSE: DB), as collateral administrator, securities intermediary, and security agent, in a warehouse credit facility transaction of $500 million in connection with the acquisition of corporate and mortgage loans to be securitized and issued by the borrower in a corresponding collateral loan obligation transaction and Rule 144A note issuance. 
• Represented a commercial power supplier in a bond financing transaction with the California Municipal Finance Authority to provide the commercial power supplier with public funds to acquire, install, and maintain an independent power supply system to sell electricity to a popular public aquarium in Southern California. 

Real Estate

• Represented 1547 Critical Systems Realty in a joint venture to purchase a ground lease to develop a data center to support artificial intelligence technologies for Amazon.com Inc. (NASDAQ: AMZN) in Kapolei, Hawaii. 
• Represented Raymond James Financial (NYSE: RJF), as lender, for a $60 million construction loan to finance the development of a residential real estate project in the Pacific Palisades, an affluent neighborhood in Los Angeles near the coast. 
• Represented a luxury commercial developer in the purchase and construction of a new Soho House, a prominent international members-only club, in Downtown Los Angeles.