Big Deals Q2: 2020

The coronavirus might be attributable for a dip in deals reported for the April to June period. Colorado law firms reported 31 deals for the quarter, with two topping $1 billion.

ACQUISITION


$743,900,000

Holland & Knight

Client: Pacific Premier Bancorp, Inc.

Team: Shawn Turner, partner; Jeffrey Haas, partner (Washington, D.C.); Mark Goldschmidt, partner; Sarah Seedig, partner; Pippa Balestrieri, associate (San Francisco); Kendall Wilson, associate (Tampa, Florida); Benjamin St. Angelo, associate (Washington, D.C.); Amelia Occhino, associate (Washington, D.C.)

Other Parties: Opus Bank

Other Firms: Sullivan & Cromwell

Notes: Holland & Knight represented Pacific Premier Bancorp, Inc., the holding company of Pacific Premier Bank, in its acquisition, effective June 1, of Opus Bank, a California-chartered commercial bank headquartered in Irvine, California. 

The value of the total deal consideration in this all-stock transaction was approximately $743.9 million, which is based upon the closing price of the Pacific Premier’s common stock on May 29, the last trading day prior to the closing. 

In connection with the acquisition, PENSCO Trust Company LLC, a Colorado-chartered non-depository trust company, which previously operated as an indirect, wholly-owned subsidiary of Opus and serves as a custodian for self-directed individual retirement accounts, was merged with and into Pacific Premier Bank, with Pacific Premier Bank surviving. Pacific Premier Bank will operate PENSCO’s custodial business as a trust department within Pacific Premier Bank. As of March 31, PENSCO had approximately $14 billion of custodial assets and approximately 45,000 client accounts.

Confidential

Davis Graham & Stubbs

Client: Cara Veterinary Support Services

Team: Bruce Stocks, partner; Bárbara Santisteban, associate; Maria Oxman, associate; Chris Lane, partner; Alena Prokop, associate

Other Parties: All Creatures Animal Hospital

Other Firms: Shiers Law Firm 

Notes: Purchase of assets of animal hospital

Confidential

Holland & Hart 

Client: Deep Space Systems, Inc.

Team: Shaun Kennedy, of counsel; Amos Barclay, of counsel; Peter Perla, partner; Paige Coriden, associate; Trent Timmons, associate

Notes: Holland & Hart represented Deep Space Systems, Inc., a designer and manufacturer of exploration spacecraft subcomponent systems, navigation systems and camera systems, in connection with its acquisition by Aero Equity, a multibillion-dollar aerospace private equity fund. The deal included a rollover of a portion of the purchase price into equity in AE’s newly developed space platform as well as deferred purchase price and earnout components.

Confidential

Holland & Hart 

Client: Bow River Capital 2019 Software Growth Equity Fund

Team: Chris Balch, partner; James Crowe, partner; Paige Coriden, associate; Lindsay Silber, partner; Peter Perla, partner; John Ludlum, partner; Trent Timmons, associate; Kenyon Redfoot, associate

Other Parties: Kevin Kelly, Numeria Ventures, LLC; Techstars LLC, Ben Hendershot, Thomas Danis, Greenback Holding Company, LLC

Other Firms: Koenig Oelsnger Taylor Schoenfeld Gaddis

Notes: Holland & Hart represented Bow River Capital 2019 Software Growth Equity Fund in connection with its completed majority recapitalization of Altvia Solutions LLC, a provider of cloud-based solutions for private equity fund managers and institutional investors.

Confidential

Holland & Knight 

Client: Confidential

Team: Keith Sambur, partner; Mark Melton, partner (Dallas); Doug Praw, partner (Los Angeles); Andrew Gillespie, associate

Other Parties: Confidential

Other Firms: Gibson Dunn & Crutcher 

Notes: Holland & Knight represented a private asset manager in the acquisition of an indirect controlling interest in a portfolio of industrial properties throughout the U.S. from a publicly traded REIT.

DEBT FINANCE

$1,200,000,000

Gibson Dunn & Crutcher 

Client: Transcontinental Gas Pipe Line Company, LLC

Team: Robyn Zolman, partner; Bryan McCutcheon, associate; Meredith Ashlock, associate; Jordan Rex, associate (Houston)

Other Firms: Shearman & Sterling

Notes: Gibson Dunn represented Transco in connection with a $1.2 billion Rule 144A offering of senior notes.

$1,000,000,000

Gibson Dunn & Crutcher 

Client: The Williams Companies, Inc.

Team: Robyn Zolman, partner; Bryan McCutcheon, associate; Meredith Ashlock, associate; Jordan Rex, associate (Houston)

Other Firms: Shearman & Sterling 

Notes: Gibson Dunn represented The Williams Companies in connection with a $1 billion registered offering of senior notes.

$600,000,000

Gibson Dunn & Crutcher 

Client: Vail Resorts, Inc.

Team: Robyn Zolman, partner; Aaron Adams, partner (New York); Bryan McCutcheon, associate; Meredith Ashlock, associate; Fred David, associate; Jordan Rex, associate (Houston)

Other Firms: Cahill Gordon & Reindel 

Notes: Gibson Dunn represented D.R. Horton in connection with a $600 million Rule 144A offering of senior notes.

$500,000,000

Gibson Dunn & Crutcher 

Client: D.R. Horton, Inc.

Team: Robyn Zolman, partner; Meredith Ashlock, associate; Jordan Rex, associate (Houston)

Other Firms: Cahill Gordon & Reindel 

Notes: Gibson Dunn represented D.R. Horton in connection with a $500 million registered offering of senior notes.

$500,000,000

Gibson Dunn & Crutcher 

Client: WPX Energy, Inc.

Team: Robyn Zolman, partner; Meredith Ashlock, associate; Nick Linke, associate

Other Firms: Simpson Thacher & Bartlett

Notes: Gibson Dunn represented WPX in connection with a $500 million registered offering of senior notes.

$500,000,000

Holland & Hart 

Client: DCP Midstream

Team: Lucy Stark, partner; Leah Neumann, associate; Amos Barclay, of counsel; Adam Cohen, partner; Kit LeVoy, senior partner; Paige Coriden, associate; Ryan Nichols, associate; Trent Timmons, associate

Notes: Holland & Hart represented DCP Midstream, LP in the issuance of an upsized $500 million aggregate principal amount in 5.625% senior notes due 2027.

$12,850,000

Ballard Spahr 

Client: Confidential 

Team: John Ruppert, senior counsel; Michele Rowland, partner

Other Parties: Confidential

Other Firms: Troutman Sanders, Perkins Coie 

Notes: Restructuring of loan agreement 

$12,000,000

Ballard Spahr 

Client: Confidential 

Team: John Ruppert, senior counsel; Michele Rowland, partner

Other Parties: Confidential

Other Firms: Lender’s in-house counsel, Troutman Sanders

Notes: Restructuring of loan agreement

Confidential

Holland & Hart 

Client: Suffolk Tech LLC

Team: Chris Groll, partner; Lindsay Silber, partner

Notes: Holland & Hart represented Suffolk Tech LLC, an affiliate of Suffolk Construction Company, in a convertible note financing investment in Envelope City, Inc. Envelope City is a Manhattan-based startup whose software analyzes a city’s zoning codes and delivers a 3-D model of the biggest building possible on a particular location. Suffolk is a Boston-based construction company.

EQUITY FINANCE

$122,000,000

Gibson Dunn & Crutcher 

Client: Heska Corporation

Team: Robyn Zolman, partner; Branden Berns, associate; Elizabeth Zhang, associate (San Francisco)

Notes: Gibson Dunn represented Heska in connection with a private offering of convertible preferred stock.

$115,000,000

Gibson Dunn & Crutcher 

Client: BioCryst Pharmaceuticals, Inc.

Team: Robyn Zolman, partner; Bryan McCutcheon, associate; Erica Cushing, associate

Other Firms: Latham & Watkins

Notes: Gibson Dunn represented BioCryst in connection with a public offering of common stock and pre-funded warrants to purchase common stock.

$100,000,000

Ballard Spahr 

Client: Confidential

Team: John Ruppert, senior counsel; Michele Rowland, partner

Other Parties: Confidential

Other Firms: Kirkland & Ellis

Notes: Acquisition of a limited partnership interest in PE Fund.

€66,000,000

Ballard Spahr 

Client: Confidential

Team: John Ruppert, senior counsel; Michele Rowland, partner

Other Parties: Confidential

Other Firms: Simpson Thacher & Bartlett, Mourant Ozannes

$10,000,000

Hogan Lovells

Client: Laird Superfood Inc.

Team: David Crandall, partner; Brandon Kinnard, senior associate; Maile Gradison, partner (Washington, D.C.); Grant Munyon, senior associate

Other Parties: Danone Manifest Ventures

Other Firms: Goodwin Procter 

Notes: Hogan Lovells advised Laird Superfood on its issuance of $10 million of Series B preferred stock to Danone Manifest Ventures, the venture arm of Danone SA. 

$3,000,000

Koenig Oelsner Taylor Schoenfeld & Gaddis 

Client: CO6, Inc.

Team: Ian Kuliasha, attorney; Jon Taylor, partner; Dan Fredrickson, partner; Krystal Rushton, corporate paralegal

Other Parties: Spider Capital, with participation from existing Sphero investors including Foundry Group, Techstars, as well as new investor GAN Ventures.

Other Firms: Faegre Drinker Biddle & Reath

Notes: This deal represented a new company spin out and financing.

Confidential

Holland & Hart 

Client: encoord Inc.

Team: Mike Dill, partner; Amy Lovin, associate; Sara Shelly, paralegal; Peter Perla, partner; Ben Gibbons, associate; Laurie Rogers, associate

Notes: Holland & Hart assisted encoord Inc. in its conversion from a Colorado LLC to a Delaware corporation and in the sale and issuance of the company’s series seed preferred equity financing to its investors.

Confidential

Holland & Hart 

Client: Suffolk Tech LLC

Team: Chris Groll, partner; Andrew Tawil, associate

Other Parties: Agora Systems, Inc.

Other Firms: WSGR

Notes: Holland & Hart represented Suffolk Tech LLC, an affiliate of Suffolk Construction Company, in its investment in Agora Systems, Inc. Agora is a SaaS provider that streamlines materials management to improve profitability as a company takes on more work. Suffolk is a Boston-based construction company.

OTHER DEALS

$719,000,000

Holland & Hart 

Client: SM Energy Co.

Type of Deal: Debt Restructuring

Team: Lucy Stark, partner; Leah Neumann, associate; Adam Cohen, partner; Tim Crisp, partner; Sarah Haradon, partner; Kit LeVoy, partner; Ryan Nichols, associate; Andrew Tawil, associate; Sara Shelly, paralegal

Notes: Holland & Hart represented SM Energy Company in conducting offers to exchange its outstanding senior unsecured notes for newly issued 10% Senior Secured Second Lien Notes. At the closing of the exchange offers, the company issued $446,675,000 of the Second Lien Notes. The company also issued, to certain noteholders, warrants to purchase 5% of the company’s outstanding securities. As a result of the transaction, the company reduced its total indebtedness by $272 million. 

$500,000,000

Gibson Dunn & Crutcher 

Client: WPX Energy, Inc.

Type of Deal: Other

Team: Robyn Zolman, partner; Bryan McCutcheon, associate; Nick Linke, associate

Other Firms: Simpson Thacher & Bartlett 

Notes: Gibson Dunn represented WPX in connection with a $500 million tender offer to repurchase three series of its outstanding senior notes.

Gibson Dunn represented WPX in connection with a $500 million tender offer to repurchase three series of its outstanding senior notes.

$155,000,000

Davis Graham & Stubbs 

Client: Mesa Laboratories, Inc.

Type of Deal: Public offering of common stock

Team: John Elofson, partner; Edward Shaoul, associate; Stephanie Block-Guedez, associate

Other Parties: Elizabeth Vonne, in-house counsel to Mesa Labs, underwriters

Other Firms: Latham & Watkins, counsel to the underwriters

Notes: Public offering of common stock

$115,000,000

Holland & Knight 

Client: Keefe, Bruyette & Woods, Inc.; Morgan Stanley; and Piper Sandler & Co.

Type of Deal: Underwritten public offering of subordinated notes

Team: Mark Goldschmidt, partner; Paul Aguggia, partner (New York); Kevin Houlihan, partner (Washington, D.C.); Pippa Balestrieri, associate; Amelia Occhino, associate (Washington, D.C.)

Other Parties: Valley National Bancorp

Other Firms: Day Pitney 

Notes: Holland & Knight represented several underwriters in the underwritten public offering of subordinated notes by Valley National Bancorp.

$100,000,000

Holland & Knight 

Client: Piper Sandler & Co.

Type of Deal: Private subordinated debt offering

Team: Mark Goldschmidt, partner; Kevin Houlihan, partner (Washington, D.C.); Amelia Occhino, associate (Washington, D.C.)

Other Parties: Alpine Banks of Colorado

Other Firms: Lewis Roca Rothgerber Christie

Notes: Holland & Knight represented the sole placement agent on the $100 million private placement of subordinated notes by Alpine Banks of Colorado.

$90,000,000

Davis Graham & Stubbs 

Client: Tellurian Inc.

Type of Deal: Note issuance

Team: John Elofson, partner; Edward Shaoul, associate

Other Firms: Latham & Watkins, counsel to the investor; Baker Botts, co-counsel with DGS 

Notes: DGS represented Tellurian in a direct registered offering of $56 million principal amount of senior notes, plus a warrant to purchase up to 20 million shares of common stock to an investor. In connection with the offering, DGS represented Tellurian in its issuance of approximately 9.3 million shares of common stock, and a warrant to purchase up to approximately 4.7 million shares of common  stock, to an existing lender.

$75,000,000

Holland & Knight 

Client: Piper Sandler & Co.; Keefe, Bruyette & Woods, Inc.; and Janney Montgomery Scott

Type of Deal: Underwritten public offering of subordinated notes

Team: Mark Goldschmidt, partner; Kevin Houlihan, partner (Washington, D.C.); Pippa Balestrieri, associate (San Francisco)

Other Parties: Great Southern Bancorp, Inc.

Other Firms: Silver Freedman Taff & Tiernan 

Notes: Holland & Knight represented the several underwriters in the underwritten public offering of subordinated notes by Great Southern Bancorp, Inc.

$2,100,000

Koenig Oelsner Taylor Schoenfeld & Gaddis 

Client: PAIRIN

Type of Deal: Series A financing

Team: John Gaddis, partner; Ryan Sykora, attorney

Other Parties: Not available

Notes: KO tech client PAIRIN recently closed a $2.1 million Series A investment to scale and grow the company at this pivotal time. PAIRIN’s platform seeks to make the hiring and screening process more equitable, and it can be customized to meet the needs of clients, like the state of Colorado, school districts and workforce development organizations, as well as their respective clients and end users.

Confidential

Holland & Hart 

Client: Haulynx, Inc.

Type of Deal: Joint Venture

Team: Chris Groll, partner; Paige Coriden, associate; Adam Cohen, partner; Lindsay Silber, partner; Andrew Tawil, associate

Other Parties: U.S. Xpress Enterprises, Inc.

Other Firms: Scudder Law Firm

Notes: Holland & Hart represented Haulynx, Inc. in its consummation of a strategic partnership with a wholly owned subsidiary of U.S. Xpress Enterprises Inc. The new entity (Xpress Technologies, Inc.) will leverage Haulynx’s technology and USX’s customer relationships in order to grow the brokerage side of USX’s trucking business and increase the value of Xpress Technologies, Inc. 

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