ACQUISITION
$1,700,000,000
Firm: Davis Graham & Stubbs
Client: PDC Energy, Inc.
Team: John Elofson, partner; Kristin Lentz, partner; Jonathan Marks, partner; Lamont Larsen, partner; Sam Seiberling, associate; Taylor Smith, associate; Alisha Turak, associate
Other Parties: SRC Energy Inc.
Other Firms: Akin Gump Strauss Hauer & Feld represented SRC Energy Inc.; Wachtell Lipton Rosen & Katz also represented PDC Energy, Inc.
Notes: Davis Graham & Stubbs represented PDC Energy in a public company merger.
$1,200,000,000
Firm: Hogan Lovells US
Client: UnitedHealth Group
Team: Tim Aragon, partner; Ryan Adrian, counsel; Katy Raffensperger, senior associate; Brittany Raway, senior associate; William Nunn, associate; Brittany Wolma, associate; Andrew Brandes, associate; Laura Martinez, associate; Allen Hicks, partner (Washington, D.C.); Tiffany Posil, partner (Washington, D.C.); Elizabeth Huey, senior associate; Nick Eckstein, associate (Washington, D.C.); Jessica Black Livingston, counsel; Mark Gibson, senior associate; Michael DeLarco, office managing partner (New York); David Mitchell, senior associate (New York); Carin Carithers, partner (Washington, D.C.); Laura Szarmach, senior associate (Washington, D.C.)
Other Parties: Diplomat Pharmacy, Inc.
Other Firms: Sidley Austin LLP
Notes: The deal value listed above includes approximately $300 million of equity value and approximately $900 million of enterprise value.
Hogan Lovells advised UnitedHealth Group Incorporated on its acquisition of all of the outstanding common stock of Diplomat Pharmacy, Inc., a provider of specialty pharmacy and infusion services, for $4.00 per share through a cash tender offer.
The Denver office of Hogan Lovells helped UnitedHealth Group complete one of the first tender offer transactions ever completed under the Michigan Business Corporation Act after the statute was revised to be more similar to Delaware’s law governing tender offers. The signing of the transaction occurred in early December, and the transaction closed just over two months later.
$102,500,000
Firm: Jones & Keller
Client: Church Community Builder
Team: Reid Godbolt, shareholder; David Thayer, shareholder; Charles Wern, shareholder
Other Parties: Pushpay Holdings Limited, a New Zealand company
Other Firms: Shearman & Sterling
Notes: Church Community Builder, established in 1999 and based in Colorado Springs, was acquired by Pushpay Holdings Limited, a New Zealand publicly traded company, with a follow-on investment. This deal closed in Q4 2019.
$44,250,000
Firm: Holland & Hart
Client: Destination Pet, LLC
Team: Gabriel Hamilton, partner; Claire Rosston, associate; Chris Groll, partner; Steve Clayton, of counsel; Craig Dammeier, associate; Dan Free, associate; AJ Martinez, associate; Grace Witsil, associate
Notes: Holland & Hart represented Colorado-based Destination Pet, a pet healthcare and services company, in connection with its acquisition of Veterinary Care Inc. (d.b.a. VitalPet), a group of 24 high-quality veterinary hospitals across seven states specializing in providing best-in-class veterinary medicine to local communities.
$17,000,000
Firm: Holland & Hart
Client: Holzworth Instrumentation Inc.
Team: Amos Barclay, of counsel; Paige Coriden, associate; Peter Perla, partner; Trent Timmons, associate
Notes: Holland & Hart represented Holzworth Instrumentation Inc., in the sale of its stock to Wireless Telecom Group, Inc.
The deal was structured as a stock sale with a 338(h)(10) election and featured deferred purchase price components as well as earn-outs for the three primary stockholders.
Additionally, a portion of the purchase price was issued in restricted stock of the buyer.
$13,350,000
Firm: Davis Graham & Stubbs
Client: Ensero Holdings, Inc.
Team: Bruce Stocks, partner; Nate Goergen, associate; Christina Smith, associate; Michael Snider, partner; Rachel James, partner; Alisha Turak, associate; Taylor Smith, associate; Sandra Wainer, paralegal
Other Parties: Alexco Resource Corp. (seller); Independent Bank (lender to purchaser)
Other Firms: Cassels Brock & Blackwell (seller’s counsel); Miller Titerle + Company (purchaser’s Canadian counsel); Markus Williams (lender’s counsel)
Notes: This deal was for management buyout of environmental subsidiaries of Alexco Resource Corp.
$9,180,000
Firm: Hogan Lovells US
Client: Centum Health partners
Team: Lea Ann Fowler, partner; Jennifer Guzman, associate
Other Parties: Seller: KAMF Scottsdale, LLC; Lender: Arizona Bank & Trust
Other Firms: Engelman Berger represented the lender
Notes: Hogan Lovells advised the buyer, Centum Health partners, on the $9.18 million acquisition, financing and 1031 exchange of a medical office building in Scottsdale, Arizona
This acquisition involved the careful coordination of multi-faceted real estate expertise, including the collapse of a condominium regime, a 1031 exchange involving a newly created tenancy-in-common structure and acquisition financing.
Confidential
Firm: Hogan Lovells US
Client: Excellere Capital Management, LLC
Team: Timothy Aragon, lead partner; Scott Lilienthal, partner (Washington, D.C.); Shawna Tunnell, senior associate (Washington, D.C.); Scott Loughlin, partner (Washington, D.C.); David Toy, partner; Carin Carithers, partner (Washington, D.C.); Sandra Harris, senior associate; David Mitchell, senior associate (New York ); Lindsey Owings, counsel; Christine Lane, partner (Washington, D.C.); Susan Lee, partner (Washington, D.C.); Lewis Turner, senior associate; David Steenburg, senior associate (Washington, D.C.); Jennifer Guzman, associate; Nathan Salminen, senior associate (Washington, D.C.); Sally Gu, law clerk (Washington, D.C.); Melissa Moravec, associate; Katherine Kwong, associate (Hong Kong); Mohammad Amer, senior associate (Washington, D.C.); Laura Martinez, associate; William Nunn, associate; Cassandra Herivaux, associate (New York ); Daniel Levine, associate (Washington, D.C.); Filippo Raso, associate (Washington, D.C.); Brittany Hackett-Watson, associate (Washington, D.C.); Louis Labriola, Law Clerk; Christian Kerr, associate; Gabriela Martinez, paralegal
Other Firms: Miller Nash Graham & Dunn
Notes: Hogan Lovells advised Excellere partners on the acquisition of ParcelShield Holdings, LLC. ParcelShield’s solutions help pharmacies, hospitals, laboratories and other healthcare organizations ensure proper handling and timely delivery of critical packages, such as high-dollar cost, time-sensitive, temperature-controlled and life-sustaining prescriptions.
These offerings improve coordination from the provider’s office to the patient’s home, enable greater adherence to prescribed drug regimens, and reduce pharmacy costs associated with complex drug therapies by limiting both missed shipments and the need to re-ship expensive and personalized drugs.
Confidential
Firm: Hogan Lovells US
Client: Convergint
Team: Kevin Burke, partner; Benoit Serraf, senior associate (Luxembourg); Alexander Koch, partner (Hamburg); Gérard Neiens, partner (Luxembourg); David Taylor, partner (Paris); Jacky Scanlan-Dyas, partner (Tokyo)
Other Parties: Real Connect
Other Firms: Dennis Law Firm
Notes: Hogan Lovells assisted Convergint, a U.S. global services-based system integrator, regarding its acquisition of the Luxembourg target Real Connect, a payment service provider. This deal closed in Q4 2019.
Confidential
Firm: Holland & Hart
Client: EnergyIQ, LLC
Team: Sue Oakes, partner; Ryan Nichols, associate; Nate Davis, associate
Other Parties: Quorum Software
Other Firms: Kirkland & Ellis
Notes: Holland & Hart represented Colorado-based EnergyIQ, LLC, a leading provider of well master data management software applications, in connection with its acquisition by Quorum Software, the leader in digital transformation for the oil and gas industry.
Confidential
Firm: Perkins Coie
Client: Blue Point Capital
partners, L.P.
Team: Nate Ford, partner; Katherine Reilly, counsel; Rachel Shapiro, associate
Other Parties: Mattco Forge, Inc.
Other Firms: Gibson Dunn & Crutcher
Notes: Perkins Coie represented Blue Point Capital partners in its acquisition of Mattco Forge, Inc. This deal closed in Q4 2019.
Confidential
Firm: Perkins Coie
Client: Hawthorn Equity partners
Team: Sonny Allison, partner; Katherine Reilly, counsel; John Sirjord, associate
Other Parties: Mobileistic LLC
Other Firms: GoWireless in-house legal team
Notes: Perkins Coie represented Hawthorn Equity partners and portfolio company Ice Mobility in the acquisition of Mobileistic from GoWireless.
Confidential
Firm: Perkins Coie
Client: Excellere partners
Team: Sonny Allison, partner; Kelly Payne, counsel; Rachel Shapiro, associate
Other Parties: CEEK Enterprises, Inc.
Other Firms: Latham & Watkins
Notes: Perkins Coie represented Excellere partners and portfolio company TwoLabs Holdings in the acquisition of CEEK Enterprises.
Confidential
Firm: Perkins Coie
Client: Trimble Inc.
Team: Jeff Beuche, partner; Tim Fete, partner; Elizabeth Dietz, associate; Matthew Swiderski, associate; Laurie Rasmussen, partner; Anna Zabotina, associate; Chelsea Curfman, partner; Sabrina Danielson, associate; Cassandra Elrod, associate; Alexander Garcia, partner; Kristy Koeltzow, paralegal
Other Parties: Kuebix LLC
Notes: Perkins Coie represented Trimble in its acquisition of Kuebix
Confidential
Firm: Perkins Coie
Client: WSP Global Inc.
Team: Jeff Beuche, partner; Jessica Batzell, counsel
Other Parties: LT Environmental Inc
Notes: Perkins Coie represented WSP Global in its acquisition of LT Environmental
Confidential
Firm: Perkins Coie
Client: Rubicon Technology Management
Team: Nate Ford, partner; Kester Spindler, partner; Kyle Simon, counsel; Alexandra Hellman, associate; Anthony Zurcher, associate; Maria Rydder, associate; Kristy Koeltzow, paralegal
Other Parties: OutMatch Holdings, LLC
Other Firms: Haynes and Boone
Notes: Perkins Coie represented Rubicon in its acquisition of OutMatch
Confidential
Firm: Perkins Coie
Client: Rubicon Technology Management, LLC
Team: Nate Ford, partner; Kester Spindler, partner; Katherine Reilly, counsel; John Sirjord, associate; Nate Hancock, associate
Other Parties: Cin7 Limited
Other Firms: Minter Ellison Rudd Watts
Notes: Perkins Coie represented Rubicon Technology partners in connection with its acquisition of substantially all of the assets of Cin7 Limited. This deal closed in Q4 2019.
Confidential
Firm: Perkins Coie
Client: Lee Equity partners, LLC
Team: Nate Ford, partner; Jessica Batzell, counsel
Other Parties: Cosmetic Solutions
Other Firms: Greenberg Traurig
Notes: Perkins Coie represented Lee Equity partners in its acquisition of Cosmetic Solutions, a premier turnkey outsourced service provider to premium skincare brands. This deal closed in Q4 2019.
Confidential
Firm: Perkins Coie
Client: Rubicon Technology Management, L.L.C.
Team: Nate Ford, partner; Kester Spindler, partner; Katherine Reilly, counsel; John Sirjord, associate; Nate Hancock, associate
Other Parties: Cin7 Limited
Other Firms: MinterEllisonRuddWatts
Notes: Perkins Coie represented Rubicon Technology partners in connection with its acquisition of substantially all of the assets of Cin7 Limited. This deal closed in Q4 2019.
Confidential
Firm: Perkins Coie
Client: Lee Equity partners, LLC
Team: Nate Ford, partner; Kester Spindler, partner; Timothy Andree, associate; Jessica Batzell, counsel; Elizabeth Dietz, associate; Rachel Shapiro, associate; Anthony Zurcher, associate
Other Parties: The Living Company
Other Firms: Greenberg Traurig
Notes: Perkins Coie represented Lee Equity partners in its purchase of a majority of the interests in The Living Company, a provider of furniture for student housing communities and hospitality developments throughout the U.S. and Canada. This deal closed in Q4 2019.
DISPOSITION
$21,540,000
Firm: Davis Graham & Stubbs
Client: Confidential
Team: Chris Lane, partner; Maria Oxman, associate; Taylor Claassen, associate; Melanie Cassidy, paralegal
Other Parties: Denver Realty Group
Other Firms: Confidential
Notes: DGS represented the company that manages the estate of an individual who owned a number of properties, most of which were multi-family, in the Colorado Springs area.
This was a highly complex transaction involving the sale by an estate of 25 different pieces of real estate.
Confidential
Firm: Perkins Coie
Client: West Dermatology Management Holdings, LLC
Team: Nate Ford, partner; Andy Villier, partner; Anthony Zurcher, associate; Micah Kamoe, associate; Debra Howerton, paralegal; Kristy Koeltzow, paralegal
Other Parties: Enhanced Healthcare partners; Sun Capital partners, Inc.
Other Firms: Kirkland & Ellis
Notes: Perkins Coie represented West Dermatology in its sale to Sun Capital.
Confidential
Firm: Perkins Coie
Client: Enhanced Healthcare partners
Team: Nate Ford, partner; Andy Villier, partner; Anthony Zurcher, associate; Micah Kamoe, associate; Megan York, associate; Kristy Koeltzow, paralegal
Other Parties: Glenridge Holdings, LLC Simple Health Ventures Inc. (d.b.a. CredSimple)
Other Firms: Foley Hoag
Notes: Perkins Coie represented Enhanced Healthcare partners in the sale of Glenridge Holdings, LLC to Simple Health Ventures Inc. (d.b.a. CredSimple).
Confidential
Firm: Perkins Coie
Client: Bertram Capital and Enthusiast Auto Holdings, LLC
Team: Nate Ford, partner; Kester Spindler, partner; Kelly Payne, counsel; John Sirjord, associate; Jenny Braun, associate
Other Parties: Cortec Group
Other Firms: Jones Day
Notes: Perkins Coie represented Bertram Capital and Enthusiast Auto Holdings, LLC in connection with the recapitalization of Enthusiast Auto Holdings, LLC by Cortec Group. This deal closed in Q4 2019.
EQUITY FINANCE
€2,000,000,000
Firm: Gibson Dunn
Client: AT&T Inc.
Team: Robyn Zolman, partner; Meredith Ashlock, associate
Other Firms: Sullivan & Cromwell represented the underwriters
Notes: Gibson Dunn represented AT&T in connection with its €2 billion SEC registered offering of Fixed Rate Reset Perpetual Preferred Securities, Series B.
$125,000,000
Firm: Hogan Lovells US
Client: TTEC Holdings, Inc.
Team: Paul Hilton, partner; Elizabeth Huey, senior associate; John Sharrar, senior associate; Tessa Bell, associate
Other Firms: Davis Polk & Wardwell
Notes: Hogan Lovells advised TTEC Holdings, Inc. on its $125 million public offering of 3,450,000 shares of common stock by a selling stockholder at a price of $36.50 per share.
$4,300,000
Firm: Ballard Spahr
Client: ClinOne, Inc.
Team: Carin Cutler, partner; Jonathan Evans
Other Parties: CU Healthcare Innovation Fund and other investors
Other Firms: Cooley LLP
Notes: This deal was a Series A Preferred Stock Financing.
Confidential
Firm: Holland & Hart
Client: Revved Industries, LLC
Team: Mike Dill, partner; Kenyon Redfoot, associate
Notes: Holland & Hart represented Revved Industries, LLC in connection with a Series A Preferred Unit financing. Revved Industries, LLC uses carbon fiber manufacturing methods for applications within the cycling industry as an OEM and OBM under the Guerrilla Gravity brand in Denver.
Confidential
Firm: Perkins Coie
Client: Crocs, Inc.
Team: Jason Day, partner; Jonathan Schulman, associate
Other Parties: Blackstone Group; Morgan Stanley
Other Firms: Simpson Thatcher; Davis Polk
Notes: Perkins Coie represented Crocs, Inc. in a secondary public offering of Crocs common stock by the Blackstone Group. This deal closed in Q4 2019.
OTHER DEALS
$575,000,000
Firm: Sherman & Howard
Type of Deal: Public Offering
Client: QVC, Inc.
Team: Jeffrey Kesselman, member; Michael Borchlewicz, member; Elaine Nolen, associate
Other Parties: BofA Securities; J.P. Morgan
Other Firms: Cahill Gordon & Reindel
$448,000,000
Firm: Davis Graham & Stubbs
Type of Deal: Tender Offer of 6.25% Senior Notes due 2025
Client: PDC Energy, Inc.
Team: Kristen Lentz, partner; John Elofson, partner; Alisha Turak, associate; Sam Seiberling, associate
Other Parties: U.S. Bank (trustee)
Other Firms: Dorsey & Whitney
Notes: Notes were issued by SRC Energy Inc. and assumed by PDC Energy, Inc. as a result of the merger of SRC Energy with and into PDC Energy.
$300,000,000
Firm: Gibson Dunn
Type of Deal: Debt Finance
Client: Forestar Group Inc.
Team: Robyn Zolman, partner; Meredith Ashlock, associate; Nick Linke, associate
Other Firms: Cahill Gordon and Reindel represented the underwriters
Notes: Gibson Dunn represented Forestar Group in connection with a $300 million Rule 144A offering of senior notes.
$300,000,000
Firm: Sherman & Howard
Type of Deal: Registered Offering
Client: M.D.C. Holdings, Inc.
Team: Garth Jensen, member; Alex Mancero, associate; Jeffrey Kesselman, member; Michael Dubetz, member
Other Parties: Citigroup, US Bank
Other Firms: Cahill Gordon & Reindel
$220,000,000
Firm: Sherman & Howard
Type of Deal: Merger
Client: SecurCare Self Storage, Inc.
Team: Steve Miller, senior counsel; Jeffrey Kesselman, member; Michael Dubetz, member; Mike Sanchez, member; Elaine Nolen, associate
Other Parties: A subsidiary of National Storage Affiliates Trust, a real estate investment trust.
Other Firms: Clifford Chance
$13,000,000
Firm: Sherman & Howard
Type of Deal: Merger
Client: DLAN Corporation
Team: Steve Miller, senior counsel; Jeff Kesselman, member; Mike Dubetz, member; Mike Sanchez, member; Elaine Nolen, associate
Other Parties: A subsidiary of National Storage Affiliates Trust, a real estate investment trust.
Other Firms: Clifford Chance
Confidential
Firm: Berg Hill Greenleaf Ruscitti
Type of Deal: Equity Sale
Client: Diamond Contracting Corp.
Team: Jared Crain, partner; Sam Posnick, associate
Other Parties: Shane Hoerig and Christopher Redding
Other Firms: Kegler Brown Hill + Ritter
Notes: Diamond Contracting Corp., a utility construction company founded in 1968 and specializing in water, storm and sewage facilities, was sold to the next generation of owner/operators.
Confidential
Firm: Holland & Hart
Type of Deal: Tender offer
Client: Comrit Investments 1, LP
Team: Amos Barclay, of counsel
Notes: Holland & Hart represented Comrit Investments 1, LP in four mini-tender offers. These offers resulted in the purchase by Comrit of shares in Pacific Oak Strategic Opportunity REIT, Inc., Pacific Oak Strategic Opportunity REIT II, Inc., InvenTrust Properties Corp., and SmartStop Self Storage REIT, Inc.
Confidential
Firm: Koenig Oelsner Taylor Schoenfeld & Gaddis
Type of Deal: Growth
capital investment
Client: National Credit Care
Team: John Gaddis, partner; Matt Burns, attorney; Brad Schoenfeld, partner
Other Parties: Long Ridge Equity partners, Fenway Summer
Notes: KO client National Credit Care, a provider of credit rehabilitation services, recently announced that it has secured a growth capital investment from Long Ridge Equity partners and Fenway Summer. The investment will enable Colorado-based National Credit Care to continue to grow and enhance its nationwide, industry-leading product and service offerings. This deal closed in Q4 2019.
Confidential
Firm: Koenig Oelsner Taylor Schoenfeld & Gaddis
Type of Deal: Credit Financing
Client: Wedderspoon
Team: John Gaddis, partner; Charles Ciaccio, partner
Other Parties: Business Capital
Notes: Wedderspoon, a seller of manuka honey, has secured a credit financing from Business Capital, a leading commercial finance firm. The working capital facility will enable Wedderspoon to expand operations and continue increasing market share in North America.
Wedderspoon’s customers include major national grocers and food retailers, online retailers and food distributors, including Kroger, Whole Foods, CVS and Amazon. This deal closed in Q4 2019.
Confidential
Firm: Koenig Oelsner Taylor Schoenfeld & Gaddis
Type of Deal: Majority investment
Client: Cytracom
Team: Jennifer Rosenthal, partner; Matt Burns, attorney; Keenan Weatherford, attorney
Other Parties: Sverica Capital Management
Notes: KO client Cytracom, a provider of cloud-based voice and messaging solutions for managed service providers, recently announced a majority investment from Sverica Capital Management. The investment will be used to accelerate Cytracom’s growth and investment in channel offerings.
Confidential
Firm: Perkins Coie
Type of Deal: minority investment
Client: Costco Wholesale Corporation
Team: Kester Spindler, partner; Pete Kinsella, partner; Kelly Payne, counsel; John Sirjord, associate; Anna Zabotina, associate; Jenny Braun, associate
Other Parties: Navitus Health Solutions, LLC and Navitus’ subsidiary, Lumicera Health Services, LLC
Notes: Perkins Coie Represents Costco Wholesale Corporation in its minority investment in Navitus Health Solutions, LLC and Navitus’ subsidiary, Lumicera Health Services, LLC