Big Deals Q2: 2021

2020 Closed out with 51 deals reported to Law Week

Acquisition

$25,000,000

Holland & Hart

Client: Haddington Dynamics Inc.

Team: Gian Brown, partner; Lori Argall, paralegal; Scott Baird, associate; Catherine Crane, of counsel; Dmetri Culkar, associate; Rossetti Farrell, law clerk; Dave Glynn, of counsel; Tyson Horrocks, of counsel; Arthur Hundhausen, partner; John Ludlum, partner; Tobi Mott, of counsel; Ryan Nichols, of counsel; Peter Perla, partner; Sara Shelly, paralegal; Lindsay Silber, partner; JP Tarbutton, associate; Trent Timmons, associate; Hao Wang, associate

Other Parties: Ocado

Other Firms: Davis Polk & Wardwell

Notes: Holland & Hart represented Haddington Dynamics in its acquisition by British online supermarket Ocado for $25 million in cash and stock.

$2,196,140

Moye White

Client: 455 West State Rd LLC

Team: Matt Dillman, partner; Chelsea Brune, associate

Other Parties: Altamonte Promenade II LLC

Other Firms: Law Office of Mitchell I. Fried

Notes: Moye White represented the buyer of an O’Reilly Auto Parts retail property in Altamonte Springs, Florida.

Confidential

Holland & Hart

Client: Destination Pet LLC

Team: Gabe Hamilton, partner; Claire Rosston, partner; Lindsay Silber, partner; Hao Wang, associate

Notes: Holland & Hart represented Destination Pet in its acquisition of a cloud-based software platform and related intellectual property assets that permit enhanced communication between veterinary clinics and their customers.

Confidential

Holland & Hart

Client: Destination Pet LLC

Team: Gabe Hamilton, partner; Claire Rosston, partner; Craig Dammeier, associate; Linda Concannon, paralegal; Steven Clayton, of counsel; Arthur Hundhausen, partner; Mark Kozik, of counsel; A.J. Martinez, associate; Diane McDermaid, Paralegal; Colin Oldberg, associate; Maureen Stringham, law clerk; Matthew Wirthlin, partner

Notes: Holland & Hart represented Destination Pet in its acquisition of five distressed integrated pet care and veterinary hospitals in Arizona.

Confidential

Holland & Hart

Client: Destination Pet LLC

Team: Claire Rosston, partner; Craig Dammeier, associate; Maureen Stringham, law clerk

Notes: Holland & Hart represented Destination Pet in its acquisition of the pet care facility doing business as Sparta Pet Palazzo in Plano, Texas.

Confidential

Holland & Hart

Client: Destination Pet LLC

Team: Claire Rosston, partner; Craig Dammeier, associate; Maureen Stringham, law clerk

Notes: Holland & Hart represented Destination Pet in its acquisition of a veterinary hospital doing business as Southampton Pet Hospital in Benicia, California. 

Confidential

Holland & Hart

Client: Duke Energy Corporation

Team: Ashley Wald, partner; Brad Boodt, partner; Jim Borgel, partner; Kate Kalanick, associate; Amy Lovin, associate; Billi McCullough, partner; Rochelle Rabeler, partner; Megan Romano, associate; Sara Shelly, paralegal; Trent Timmons, associate

Other Parties: Beaufort Rosemary LLC; IPS Avon Park Corporation; Hardee Dydo Solar LLC

Notes: Holland & Hart represented Duke Energy Florida LLC in its acquisition of assets from Hardee Dydo Solar LLC related to a planned solar power electric-generating facility being developed in Hardee County, Florida.

Confidential 

Perkins Coie

Client: Central Logic

Team: Kester Spindler, partner; Cassandra Elrod, associate; Debra Howerton, paralegal; John Carpenter, senior counsel; Sabrina Danielson, associate; Peter Kinsella, partner; Anthony Zurcher, associate

Other Parties: Acuity Link LLC

Notes: Perkins Coie represented Central Logic and its private equity sponsor, Rubicon Technology Partners, in connection with the acquisition of Acuity Link, a provider of transportation communications and logistics management software.

Confidential 

Perkins Coie

Client: Central Logic

Team: Kester Spindler, partner; Danielle Fortier, partner; Peter Kinsella, partner; Nate Ford, partner; Cassandra Elrod, associate; Sabrina Danielson, associate; Rachel Shapiro, associate; Kaycie Rupp, associate; Debra Howerton, paralegal

Other Parties: Ensocare Inc.

Notes: Perkins Coie represented Central Logic and its private equity sponsor, Rubicon Technology Partners, in connection with the acquisition of Ensocare, an Omaha-based software platform that automates inpatient referral process to post-acute care.

Confidential

Perkins Coie

Client: McNeil & Company

Team: Andy Villier, partner; Rachel Shapiro, associate

Notes: Perkins Coie represented McNeil & Company Inc. in the acquisition of Wilson Gregory Agency Inc.

Confidential

Perkins Coie

Client: Olympus Holdco LLC

Team: Kester Spindler, partner; Danielle Fortier, partner; Peter Kinsella, partner; Ned Prusse, partner; Nate Ford, partner; Sarah Konz, senior counsel; Sabrina Danielson, associate; Cassandra Elrod, associate; John Brammell, associate; Anna Zabotina, associate

Other Parties: FurstPerson Inc.

Notes: Perkins Coie represented OutMatch and its private equity sponsor, Rubicon Technology Partners, in connection with its acquisition of FurstPerson Inc., a Rockford, Illinois-based provider of pre-hire assessments for contact centers that include aptitude tests, job simulators and personality tests.

Confidential

Perkins Coie

Client: Olympus Holdco LLC

Team: Kester Spindler, partner; Danielle Fortier, partner; Peter Kinsella, partner; Nate Ford, partner; Anthony Zurcher, associate; Rachel Shapiro, associate; Cassandra Elrod, associate; Debra Howerton, paralegal

Other Parties: LaunchPad Recruits Ltd.

Notes: Perkins Coie represented OutMatch and its private equity sponsor, Rubicon Technology Partners, in connection with its acquisition of UK-based LaunchPad, an end-to-end recruitment automation platform. LaunchPad was a portfolio company of Edenred Capital Partners.

Confidential

Perkins Coie

Client: Priority Ambulance LLC

Team: Andy Villier, partner; Nate Ford, partner; Jasna Hasanbasic, associate

Notes: Perkins Coie represented Priority Ambulance LLC in the acquisition of Ambucare Inc.

Confidential

Perkins Coie

Client: Varsity Management Company LLC

Team: Nate Ford, partner; Kester Spindler, partner; Sabrina Danielson, associate; Cassandra Elrod, associate; Cassandra Wetzel, associate; Debra Howerton, paralegal

Other Parties: EmergencHealth

Notes: Perkins Coie represented Varsity Healthcare Partners in connection with its recapitalization of EmergencHealth, a leading provider of comprehensive anesthesia services to hospitals in Texas and Oklahoma.

Confidential

Perkins Coie

Client: West Dermatology Management Holdings LLC

Team: Andy Villier, partner; Sabrina Danielson, associate; Anna Zabotina, associate; Anthony Zurcher, associate; Debra Howerton, paralegal

Notes: Perkins Coie represented West Dermatology Management Holdings in the acquisition of Arizona Skin & Laser Therapy Institute LLC.

Debt finance

$600,000,000

Gibson Dunn & Crutcher

Client: Atmos Energy Corporation 

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

Other Firms: Shearman & Sterling (represented underwriters)

Notes: Gibson Dunn represented Atmos Energy in its offering of $600 million of 1.5% Senior Notes due 2031.

$500,000,000

Gibson Dunn & Crutcher

Client: D.R. Horton

Team: Robyn Zolman, partner; Meredith Ashlock, associate; Jordan Rex, associate.

Other Parties: Cahill Gordon & Reindel (represented underwriters)

Notes: Gibson Dunn represented D.R. Horton in its offering of $500 million of 1.455% Senior Notes due 2027.

$500,000,000

Gibson Dunn & Crutcher

Client: Vail Resorts Inc.

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

Other Firms: Latham & Watkins, Cahill Gordon & Reindel (represented underwriters)

Notes: Gibson Dunn represented Vail Resorts in its offering of $500 million of 0.00% Convertible Senior Notes due 2026

Confidential

Holland & Hart

Client: Suffolk Construction Company

Team: Lauren Schoeffler, associate; Chris Groll, partner; Dave Glynn, of counsel

Other Parties: Maverick Work Wear Inc.

Notes: Holland & Hart represented Boston-based Suffolk Construction Company Inc. in its convertible note investment in Maverick Work Wear Inc.

Disposition

$93,700,000

Perkins Coie

Client: Contango ORE Inc.

Team: Sonny Allison, partner; Michael Carr, partner; Derek Athey, associate

Other Parties: Kinross Gold Corporation

Other Firms: Davis Graham & Stubbs

Notes: Perkins Coie represented Contango ORE Inc. in the sale of majority interest in Peak Gold LLC to Kinross Gold Corporation and concurrent restructuring of the joint venture with Contango remaining as minority member.

$8,583,654

Moye White

Client: Nectar Stapleton 2016 LLC, PJ Wells LLC, Roseben SS LLC  

Team: Matt Dillman, partner; Georginne Dudash, associate  

Other Parties: Concourse BPS LLC, Concourse BPT LLC  

Other Firms: Daniel K. Winton, Esq.  

Notes: Moye White represented the seller of an industrial property in Denver.  

$2,510,911

Moye White

Client: King Paul 1 LLC, Jacobs Colorado LLC, ICE Colorado LLC

Team: Matt Dillman, partner; Georginne Dudash, associate

Other Parties: DRE KCS Brighton LLC

Other Firms: Burke Warren MacKay & Serritella

Notes: Moye White represented the seller of land in Bromley Park in Brighton for development. 

$1,519,290

Moye White

Client: Finkelstein Commercial Properties LLC

Team: Matt Dillman, partner; Courtney McShane, associate  

Other Parties: M & V LLC  

Other Firms: Martin Tate Morrow & Marston

Notes: Moye White represented the seller of a Burger King retail property in Sevierville, Tennessee.

Confidential

Moye White

Client: Calvin D. Marble Family Trust

Team: Matt Dillman, partner; Courtney McShane, associate  

Other Parties: VRE Greenwood Village LLC  

Other Firms: Baker Monroe  

Notes: Moye White represented the seller of a retail property in Greenwood Village.   

Confidential

Perkins Coie

Client: TL Life Science Solutions LLC

Team: Sonny Allison, partner; Danielle Fortier, partner; Kaycie Rupp, associate; Rachel Shapiro, associate

Other Parties: GHO Capital Partners LLP

Other Firms: Ropes & Gray

Notes: Perkins Coie represented Excellere Partners and its portfolio company TL Life Science Solutions LLC in sale to GHO Capital Partners.

Equity finance

$150,000,000

Perkins Coie

Client: Gevo, Inc.

Team: Jason Day, partner; Ned Prusse, partner; Jonathan Schulman, counsel

Other Parties: H.C. Wainwright & Co.

Other Firms: Ellenoff Grossman & Schole

Notes: Perkins Coie represented Gevo in its $150 million at-the-market offering program.

$100,000,000

Gibson Dunn & Crutcher

Client: Forestar Group, Inc.

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

Other Firms: Cahill Gordon & Reindel (represented underwriters)

Notes: Gibson Dunn represented Forestar in the establishment of its $100 million at-the-market equity offering program.

$75,000,000

Davis Graham & Stubbs

Client: DMC Global

Team: John Elofson, partner; Kelsey Swagger, associate  

Other Parties: KeyBanc Capital Markets

Other Firms: Jones Day

Notes: DGS represented DMC Global in its establishment of an at-the-market equity sales program.  

$70,000,000

Jones & Keller

Client: Midwest Holding Inc.

Team: Reid Godbolt, shareholder; Samuel Wing, shareholder; David Thayer, shareholder; Brad Hamilton, shareholder; Marika Ball, associate

Other Parties: Piper Sandler & Co, (bookrunner); JMP Securities LLC (co-manager)

Other Firms: Mayer Brown

$40,000,000

Perkins Coie

Client: Provenance

Team: Nate Ford, partner

Other Parties: MeUndies

Notes: Perkins Coie represented Provenance in connection with it $40 million investment in MeUndies, a Los Angeles-based men’s and women’s underwear, sleepwear and loungewear brand.

$6,000,000

Arnold & Porter Kaye Scholer

Client: Revolution Ventures

Team: Andrew Varner, partner (Washington, D.C.); Carlyn Williams, senior associate; Vinita Kailasanath, partner (Silicon Valley); David Hung, senior associate (San Francisco), Styna Tao, associate (Washington, D.C.)

Other Parties: Good Buy Gear, Relay Ventures, Access Ventures

Other Firms: Koenig Oelsner

Notes: Arnold & Porter advised Revolution Ventures as lead investor in a $6 million Series A financing of Good Buy Gear, a Denver-based managed marketplace for secondhand baby and kid gear. The business has accelerated due the pandemic because: the resulting economic dislocation makes it more attractive to buy secondhand and sell existing items (versus throwing or giving away), and it makes picking up goods from people via social media marketplaces or other public forums a less attractive option.

$4,000,000

Holland & Hart

Client: IMA Financial Group Inc.

Team: Mike Dill, partner; Leah Neumann, associate; Amy Lovin, associate; Sara Shelly, paralegal; Lindsay Silber, partner

Other Parties: BKS Venture Investments LLC; BrokerTech Ventures LLC

Other Firms: Belin McCormick PC

Notes: Holland & Hart represented IMA Financial Group Inc., an insurance brokerage firm, in connection with the spin-off and series seed preferred equity financing of Denver-based Highwing Inc., an insurance tech software company. 

Confidential

Holland & Hart

Client: Impello Biosciences LLC

Team: Brett Bromann, associate; Chris Groll, partner; Sara Shelly, paralegal

Notes: Holland & Hart represented Impello Biosciences Inc. in connection with its conversion from an LLC to a corporation and its sale and issuance of a confidential amount in preferred stock in two closings. 

Confidential

Holland & Hart

Client: Partake Foods Inc.

Team: Chuck Cotter, partner; Lauren Schoeffler, associate; Holly Ellsworth, associate; Candace Alai, venture analyst

Notes: Holland & Hart represented Partake Foods Inc., an allergen-friendly cookie company, in its Series A Financing. 

Confidential

Jones & Keller

Client: Feel The World Inc. dba Zero Shoes

Team: Reid Godbolt, lead shareholder; Melissa Hubbard, of counsel; Sam Wing, shareholder; Brad Hamilton, shareholder; Marika Rietsema Ball, associate; Charles Wern, shareholder; Larry Lee, shareholder

Other Parties: TZP Group LLC

Other Firms: Goodwin Procter

Notes: TZP Group invested in and partnered with Feel The World Inc. dba Xero

Shoes, a provider of natural movement footwear.

Confidential   

Perkins Coie

Client: CAI Capital Management  

Team: Kester Spindler, partner; Ned Prusse, partner; Cassandra Elrod, associate; Kaycie Rupp, associate; Anna Zabotina, associate; Anthony Zurcher, associate

Notes: Represented CAI Capital Management in its stock purchase transaction of CMT Engineering Laboratories and its related subsidiaries.

Other Deals

$545,000,000

Davis Graham & Stubbs

Client: QVT Financial

Type of Deal: Merger

Team: John Elofson, partner; Jonathan Marks, partner; Edward Shaoul, associate  

Other Parties: MP Materials, Fortress Value Acquisition Corp.  

Notes: DGS represented QVT Financial, part-owner of MP Materials, in the merger of MP Materials with Fortress Value Acquisition Corp. MP Materials owns and operates Mountain Pass, a rare earth mining and processing site.  

$512,000,000

Arnold & Porter Kaye Scholer 

Other: IPO via SPAC Merger

Client: CuriosityStream LLC

Team: Christopher Peterson, partner (New York); Heather Ashour, lead associate; Brandon Hauver, senior associate; David Valeck, partner (Washington, D.C.); Bryan Kim, associate (Washington, D.C.)

Other Parties: Software Acquisition Group

Other Firms: Kirkland & Ellis (legal advisor to Software Acquisition Group)

Notes: Arnold & Porter advised CuriosityStream Inc., a streaming media company devoted to factual entertainment, in its combination with Software Acquisition Group, Inc. (Software Acquisition Group), a special purpose acquisition company (SPAC). The combined company will continue to operate under the existing CuriosityStream management team. 

$200,400,000

Other: Equity Purchase

Sherman & Howard

Client: Corporate Travel Management Ltd

Team: Lyle Wallace, lead partner; Kathleen Odle, partner; Michael Dubetz, partner; Garth Jensen, partner; Jon Tandler, partner; Brooke Colaizzi, partner; George Tsai, partner; Cory Smith, associate; Garrett Dean, associate; Alex Mancero, associate

Other Parties: Travel & Transport Inc.

Other Firms: Cline Williams Wright Johnson & Oldfather

$8,750,000

Davis Graham & Stubbs

Client: IQGeo America Inc.

Type of Deal: Stock Purchase

Team: Trent Martinet, partner; Zach Detra, partner; Adrienne Kovac, associate; Michael Snider, partner; David Weil, of counsel; Rachel James, partner; Sterling LeBoeuf, partner

Other Parties: OSPInsight International, Inc. 

Other Firms: Kirton McConkie

Notes: DGS represented IQGeo, a developer of geospatial productivity and collaboration software for the telecoms and utility industries, in its purchase of OSPI. Under the terms of the agreement, IQGeo will purchase OSPInsight for $8.75 million, funded through a mix of cash and shares. The completion of the acquisition is subject to shareholder final approval.

$7,000,000 

Berg Hill Greenleaf Ruscitti 

Client: Rocky Mountain Veterinary Cardiology PC 

Type of Deal: Asset Purchase

Team: Jared Crain, partner; Jacob Scarr, associate 

Other Parties: PetVet Care Centers (Colorado) LLC

$3,300,000

Holland & Hart

Client: Comrit Investments I LP

Type of Deal: Tender Offer

Team: Amos Barclay, partner; Kenyon Redfoot, associate

Notes: Holland & Hart represented Comrit Investments 1 LP in its mini-tender offer for shares of InvenTrust Properties Corp. The offer resulted in the purchase by Comrit of approximately $3.3 million in REIT shares.

$800,000

Holland & Hart

Client: Comrit Investments I, LP

Type of Deal: Tender Offer

Team: Amos Barclay, partner

Notes: Holland & Hart represented Comrit Investments 1 LP in its SEC-registered tender offer for shares of Benefit Street Partners Realty Trust Inc. The offer resulted in the purchase by Comrit of approximately $800,000 of the REITs shares.

$500,000

Holland & Hart

Client: Comrit Investments I, LP

Type of Deal: Tender Offer

Team: Amos Barclay, partner; Kenyon Redfoot, associate

Notes: Holland & Hart represented Comrit Investments 1 LP in connection with its tender offer for shares of KBS Real Estate Investment Trust II Inc. The tender offer resulted in the acquisition by Comrit of $500,000 in REIT shares.

Confidential

Davis Graham & Stubbs

Client: Encompass Holdings Inc.

Type of Deal: Merger

Team: Trent Martinet, partner; Edward Shaoul, associate; Kelsey Swagger, associate; Adrienne Kovac, associate; Michael Snider, partner; David Weil, of counsel; Rachel James, partner; Sterling LeBoeuf, partner; Kevin Teng, of counsel

Other Parties: Orchestra Software, Inc.; Radian Capital

Other Firms: Davis Wright & Tremaine (for Orchestra), Goodwin Proctor (for Radian)

Notes: DGS represented Encompass in its merger with Orchestra Software, an ERP software and services solution for the Craft Beverage Industry. “With this merger, the companies will be able to leverage their combined expertise and innovative software to connect every link of the supply chain and provide an unprecedented level of integration,” the companies said in a press release. Radian Capital is a venture capital firm that has backed Orchestra since 2018.

Confidential

Holland & Hart

Client: Beowulf Energy LLC

Type of Deal: Power Purchase Agreement

Team: Nik Stoffel, partner; Stephanie Edinger, partner; Amy Lovin, associate; Chris Boling, associate; Austin Rueschhoff, associate; Thor Nelson, partner

Other Parties: Marathon Patent Group

Notes: Holland & Hart advised Beowulf Energy in the structuring and negotiation of a power purchase agreement pursuant to which Marathon Patent Group agreed to purchase electricity directly from the Hardin Generating Plant in Montana to power a newly constructed cryptocurrency mining operation located adjacent to the power plant. Holland & Hart also advised Beowulf Energy in the negotiation of a site lease for the location of the cryptocurrency mining operation.

Confidential

Holland & Hart

Client: Nurse-Family Partnership

Type of Deal: Merger

Team: Chris Groll, partner; Sara Shelly, paralegal; Arthur Hundhausen, partner; Tim Crisp, partner; Lucy Stark, partner

Notes: Holland & Hart represented Nurse-Family Partnership on a pro bono basis in its recent combination with Child First Inc.

Confidential

Perkins Coie

Client: Cleveland Avenue Advisers LLC

Type of Deal: Fund Formation

Team: Elizabeth Sipes, partner; Erica Smith, counsel

Notes: Fund formation counsel to Cleveland Avenue Advisers’ new impact fund, Cleveland Avenue State Treasurer’s Urban Success Fund LP, which is focused on investing in founders and entrepreneurs who are underrepresented minorities and/or women that generate economic, social or environmental benefits in the Chicago region, primarily on the South and West sides of Chicago.

Confidential

Client: Manna Tree Partners, LLC

Type of Deal: Fund Formation

Team: Elizabeth Sipes, Partner; Erica Smith, Counsel

Notes: Perkins Coie served as fund formation counsel to Manna Partners in the launch of its co-investment fund, MTP Co-Investment C L.P., for its investment together with Manna Tree Partners Fund I L.P. in Gotham Greens.

Confidential

Perkins Coie

Client: Mass Movement

Type of Deal: Sale transaction

Team: Nate Ford, partner; Tim Fete, partner; Rachel Shapiro, associate

Other Parties: JB Hunt

Other Firms: Mitchell Williams Selig Gates & Woodyard

Notes: Perkins Coie represented Boston-based Mass Movement in connection with its acquisition by JB Hunt. Mass Movement provides logistics, delivery, assembly and installation services for the commercial fitness industry.

Confidential

Client: Parkway Venture Capital LLC

Type of Deal: Fund Formation

Team: Elizabeth Sipes, partner; Erica Smith, counsel; Debra Howerton, paralegal

Notes: Perkins Coie served as fund formation counsel to Parkway Venture Capital in the launch of its second venture capital fund.

Confidential

Sherman & Howard

Client: The CE Shop Inc.

Type of Deal: Equity Sale

Team: Lyle Wallace, lead partner; Michael Dubetz, partner; Garth Jensen, partner; Jon Tandler, partner; George Tsai, partner; Cory Smith, associate; Elaine Nolen, associate; Alex Mancero, associate.

Other Parties: Waud Capital Partners

Other Firms: Kirkland & Ellis

Notes: Waud Capital Partners, a growth-oriented middle market private equity firm, entered a strategic partnership with The CE Shop, a digital provider of compliance-driven education solutions for career professionals seeking to pursue or advance their employment in regulated job markets. This partnership will further enable CES’s organic value-creation initiatives, allow CES to pursue a robust acquisition pipeline and expand its presence into new end markets to support the next phase of its growth, according to a press release.

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