Big Deals Q4 2018

Denver M&A attorneys completed 71 deals at the end of 2017. Deal flow continues to be steady, though the total number as well as the number of high-value deals has dipped from earlier in the year.

ACQUISITION


$5,000,000

Hutchinson Black and Cook

Client: Confidential

Team: Carla Sledge, partner; Maureen Eldredge, partner; Lauren Carpenter, associate

Other Parties: Confidential

Other Firms: Akin Gump Strauss Hauer & Feld

Notes: The parties wanted the deal done in four weeks (from start of due diligence to close), which seemed ambitious under the particular circumstances, according to Hutchinson Black and Cook. It closed at five weeks only due to the timing of some Delaware disclosure notice issues.

DEBT FINANCE

$600,000 

Burns Figa & Will

Client: Transcraft Corporation

Team: Matt Dillman, shareholder; Georginne Dudash, associate

Other Parties: City of Cadiz, Kentucky

Other Firms: Wilson Law Firm

Notes: Burns Figa & Will represented the buyer in the purchase of a warehouse property in Cadiz, Kentucky.

Confidential

Brownstein Hyatt Farber Schreck

Client: Next World Evergreen Fund

Team: Gino Maurelli, shareholder; Thomas Livingston, associate; Daniel Ackerman, shareholder; Michael Freimann, shareholder; Andrew Elliott, shareholder

Other Parties: Several early stage investors and management team of Alter Eco

Other Firms: Wendel Rose, counsel to Alter Eco; Michel Dyens, investment banker

Notes: Brownstein represented Next World Evergreen Fund, a San Francisco-based fund, in its acquisition of Alter Eco, a producer of chocolate bars, truffles, coconut clusters and other food products.

Confidential

Brownstein Hyatt Farber Schreck

Client: KSL Capital Partners LLC

Team: Nicole Ament, shareholder; Christopher Reiss, shareholder; David Curfman, shareholder; Josh Rosenholtz, associate; Scott McEachron, associate; Arthur Griffin, associate; Brittany Bliffen, associate

Other Parties: Kauai Coconut Beach LLC

Other Firms: Eckert Seamans Cherin & Mellott, counsel to seller; Haynes and Boone, counsel to lender

Notes: Brownstein represented KSL Capital Partners in its acquisition of and financing for Courtyard Kaua’i Coconut Beach.

Confidential

Hogan Lovells

Client: Alterra Mountain Company (joint venture between KSL Capital Partners LLC and Henry Crown and Company)

Team: Kevin Burke, partner; Allison Donovan, senior associate; Jeremy Gibb, associate; Lea Ann Fowler, partner; Scott Reisch, partner; David London, partner; Paul Hilton, partner; Dan Walbrun, senior associate (Los Angeles); Meg McIntyre, senior associate (Washington, D.C.); Joe Krauss, partner (Washington, D.C.); Scott Loughlin, partner (Washington, D.C.)

Other Parties: Deer Valley Resort Company LLC 

Other Firms: Holland & Hart

Notes: This transaction represents the fourth high-profile acquisition in the ski resort industry in 2017 by Denver-based Alterra Mountain Company (formerly known as Hawk Holding Company), a joint venture between affiliates of KSL Capital Partners and Henry Crown and Company (owners of Aspen Skiing Company), following the acquisitions of Intrawest Resorts, Mammoth Resorts and Squaw Valley/Alpine Meadows. 

Confidential

Holland & Hart

Client: Delta Concrete Inc. 

Team: Chris Groll, partner; Craig Willis, associate; Kate Kalanick, associate; Tim Mohan, associate

Other Parties: Heartland Materials LLC; Richard Hurst; Danny Dumey Jr.; Danny Dumey Jr., as trustee of the Danny Dumey Jr., Revocable Living Trust UTA Jan. 19, 2015; Steven Obermann

Other Firms: Husch Blackwell

Notes: Holland & Hart assisted Ballou Pavement Solutions Inc., a wholly owned subsidiary of Colas Inc., in acquiring substantially all of the assets of Heartland Materials LLC. 

Confidential

Holland & Hart

Client: Electrical Consultants Inc.

Team: Elizabeth Nedrow, partner; Chris Groll, partner; Susan Oakes, partner; Paige Coriden, associate; Kate Kalanick, associate; Rebecca Achten, employee benefits specialist

Other Parties: GreatBanc Trust Company, Richard McComish, David Anderson, Gary Bowles, Robert Delaney, Daniel T. McComish Irrevocable Trust, Catherine A. Young Irrevocable Trust, Jill M. Smith Irrevocable Trust

Other Firms: ESOP Law Group

Notes: Holland & Hart represented Montana-based Electrical Consultants Inc., in the creation of ECI’s employee stock option plan and sale of stock from current shareholders of ECI to the employee stock option plan. ECI is a full-service engineering design firm that specializes in the power and telecommunications industry.

Confidential

Holland & Hart

Client: Medical Simulation Corporation

Team: Betty Arkell, partner; Kady Bauchman, associate; Craig Frame, partner

Notes: Holland & Hart represented Medical Simulation Corporation on the strategic cross-border sale of its Medical Products division to Mentice AB. The transaction will create an advanced endovascular medical simulation technology company with a global client base in both blue chip medical device companies and renowned teaching hospitals.

Confidential

Holland & Hart

Client: Optiv Security Inc.

Team: Chris Balch, partner; Peter Perla, partner; James Crowe, of counsel; Paige Coriden, associate

Other Parties: Conexsys Communications Ltd.

Other Firms: Loopstra Nixon

Notes: Holland & Hart represented Optiv Security, a provider of end-to-end cyber security solutions, in its recent acquisition of Conexsys, a Toronto-based security and networking solutions provider. The transaction allows Optiv to serve private and public entities in Canada with more local resources, particularly in government markets. The terms of the transaction are not being disclosed.

Confidential

Holland & Hart

Client: Optiv Security Inc.

Team: Chris Balch, partner; James Crowe, of counsel; Lindsay Silber, partner; Paige Coriden, associate

Other Parties: Decision Lab LLC, David Harrison, Lee Dyes, Greg Baker, Nathan Necaise

Other Firms: Ryley Carlock & Applewhite

Notes: Optiv Security, a provider of end-to-end cyber security solutions, acquired Decision Lab, a big data, automation and orchestration services company, on Nov. 15, 2017. The acquisition was part of Optiv’s commitment to executing its global growth strategy and augments the company’s capabilities related to advanced security analytics and big data solutions and services. The terms of the transaction are not being disclosed.

Confidential

Holland & Hart

Client: Truckee Gaming LLC

Team: David Garcia, partner; Douglas Flowers, partner; James Crowe, of counsel; Megan Fogarty, of counsel; Nathan Davis, associate; Nick Venetz, associate

Other Parties: Mutual of Omaha Bank, Fernley Pioneer Gaming LLC, Dayton Pioneer Gaming LLC, Mason Valley Gaming LLC, Fernley Land Livestock LLC, Dayton Land Livestock LLC, Mason Valley Land Livestock LLC, M3B LLC, Pioneer Crossing Leasing LLC

Other Firms: McDonald Carano, Henderson & Morgan

Notes: Holland & Hart represented Truckee Gaming in its acquisition of the Pioneer Crossing Casinos in Dayton, Fernley and Yerington, Nevada. In addition to advising on the acquisition of the three casinos, Holland & Hart represented Truckee Gaming on the related debt facilities and helped coordinate a successful 1031 exchange.

Confidential

Perkins Coie

Client: 3ES Innovation Inc.

Team: Nate Ford, partner; Kester Spindler, partner; Katherine Reilly, counsel

Other Parties: Aclaro Softworks Inc.

Other Firms: Borden Ladner Gervais

Confidential

Perkins Coie

Client: Lee Equity Partners and Prelude Fertility

Team: Nate Ford, partner; Kester Spindler, partner; Michael Carr, counsel; Jared Forsgren, associate; Kristy Koeltzow, paralegal

Other Parties: Vivere Health (a portfolio company of LLR Partners); Cain Brothers (investment bank); Varagon Capital Partner (lender)

Other Firms: Bass Berry & Sims, Weil Gotshal & Manges, Proskauer

Notes: Perkins Coie represented Prelude Fertility and its private equity sponsor, Lee Equity Partners, in New York, in connection with the acquisition of Vivere Health, operator of surgery centers and labs focused on fertility and women’s health, from LLR Partners.

Confidential

Perkins Coie

Client: The Halifax Group

Team: Nate Ford, partner; Kester Spindler, partner; Ryan Gurule, associate; Kristy Koeltzow, paralegal

Other Parties: Delphi Behavioral Health Group

Other Firms: McDermott Will & Emery

Notes: Perkins Coie represented The Halifax Group in connection with the recapitalization of Delphi Behavioral Health Group, an operator of substance abuse treatment centers in California and Florida.

Confidential

Perkins Coie

Client: Rubicon Technology Management LLC

Team: Nate Ford, partner; Kester Spindler, partner; Pete Kinsella, partner; Jessica Batzell, counsel; Sarah Konz, counsel; Jake Deitch, associate; Kathryn Moore, associate; Baker Arena, associate; Kristy Koeltzow, paralegal

Other Parties: AppNeta Inc.

Other Firms: McDermott Will & Emery

Notes: Represented Rubicon Technology Partners in its recapitalization of AppNeta lnc.

Confidential

Perkins Coie

Client: Trademark Global LLC and Bertram Capital Partners

Team: Nate Ford, partner; Kester Spindler, partner; Tim Andree, associate; Liz Dietz, associate

Other Parties: DTX International LLC

Other Firms: Dinsmore & Shohl

Notes: Perkins Coie represented Trademark Global LLC and Bertram Capital Partners in the acquisition of the membership interests of DTX International LLC, an online retailer and direct importer of specialty products, which include hardware items, tool accessories, automotive and home products, doing business primarily on Amazon.com.

Confidential

Perkins Coie

Client: Trademark Global LLC and Bertram Capital Partners

Team: Nate Ford, partner; Liz Dietz, associate; Cory Smith, associate; Kristy Koeltzow, paralegal

Other Parties: SoundWorks Inc.

Other Firms: Law Offices of David R. Altshuler Esq.

Notes: Perkins Coie represented Trademark Global LLC and Bertram Capital Partners in the acquisition of the stock of SoundWorks Inc., an online retailer of speakers, doing business primarily on Amazon.com.

$600,000,000

Davis Graham & Stubbs

Client: PDC Energy Inc.

Team: John Elofson, partner; Patricia Peterson, partner; Sam Seiberling, associate; Erin Simmons, associate

$550,000,000 

Davis Graham & Stubbs

Client: SRC Energy Inc.

Team: John Elofson, partner; Scott Turbeville, associate; Carolina de Armas, associate; Patricia Peterson, partner; Elizabeth Vonne, partner; Taylor Smith, associate

Notes: This deal was valued as a $550 million private offering of senior notes. The new capital was used to finance a portion of SRC Energy Inc.’s pending acquisition of oil and gas assets from Noble Energy.

$300,000,000

Spencer Fane

Client: Confidential 

Team: John O’Brien, partner; John Mowbray, partner

Notes: Financing primarily secured by accounts receivable.

$70,000,000

Spencer Fane

Client: Confidential

Team: John O’Brien, partner

Notes: Multi-state loan secured by farmland.

$68,875,000

Spencer Fane

Client: Confidential

Team: John O’Brien, partner

Notes: Multi-state loan secured by farmland and farm products.

$6,300,000

Burns Figa & Will

Client: Red Pierce LLC

Team: Matt Dillman, shareholder; Nicole Roberts, associate

Other Parties: Minnesota Life Insurance Company

Other Firms: Lindquist & Vennum

Notes: Burns Figa & Will represented the buyer regarding closing on permanent financing for a real estate project.

Confidential

Brownstein Hyatt Farber Schreck

Client: Greenline Ventures LLC

Team: Jay Spader, shareholder; Josh Rosenholtz, associate

Other Parties: Rocky Mountain Instrument Co.

Other Firms: Inflection Point Law

Notes: Brownstein represented Greenline Ventures in a term loan for Rocky Mountain Instrument Co., a manufacturer of precision optics, coatings and optical assemblies.

Confidential

Brownstein Hyatt Farber Schreck

Client: Guaranty Bank and Trust Company

Team: Jay Spader, shareholder; Hunter Metcalf, associate; Jake Whitted, associate

Other Parties: Mile High Flea Market LLC and its affiliates

Other Firms: Cole Schotz

Notes: Brownstein represented Guaranty Bank and Trust Company in term loans and credit facilities for Mile High Flea Market LLC and its affiliates.

Confidential

Brownstein Hyatt Farber Schreck

Client: Guaranty Bank and Trust Company

Team: Jay Spader, shareholder; Josh Rosenholtz, associate

Other Parties: Mountain Temp Services LLC, a portfolio company of Sopris Capital associates

Other Firms: Burns & Levinson

Notes: Brownstein represented Guaranty Bank and Trust in a term loan and revolving credit facility for Mountain Temp Services LLC, a portfolio company of Sopris Capital Associates.

Confidential

Holland & Hart

Client: Shotzr Inc.

Team: Betty Arkell, partner; Louise Mousseau, paralegal

Notes: Holland & Hart represented Shotzr Inc., a platform for providing targeted, local and authentic imagery for use in everyday social media digital marketing and digital advertising posts, in its sale of convertible promissory notes to a consortium of early stage investors, including Access Venture Partners IV, Rockies Venture Fund I, PV Ventures II and Nelnet Inc.

DISPOSITION

$27,000,000

Davis Graham & Stubbs

Client: Confidential

Team: Lamont Larsen, partner; Stacie Carter, associate

Other Parties: Confidential

Notes: Davis Graham & Stubbs represented the seller in divestiture of oil and gas properties.

$16,300,000

Davis Graham & Stubbs

Client: Confidential

Team: Lamont Larsen, partner; Tim Canon, associate

Other Parties: Confidential

$13,900,000 

Davis Graham & Stubbs

Client: Confidential

Team: Lamont Larsen, partner

Other Parties: Confidential

$10,100,000

Davis Graham & Stubbs

Client: Confidential

Team: Lamont Larsen, partner; Stacie Carter, associate

Other Parties: Confidential

Notes: Davis Graham & Stubbs represented the seller in an acquisition of oil and gas properties.

$7,791,945

Burns Figa & Will

Client: 24 Inverness/1777 LLC and Inverness 2017 LLC

Team: Matt Dillman, shareholder; Nicole Roberts, associate

Other Parties: Bonakemi USA Inc.

Other Firms: Pless Law Firm

Notes: Burns Figa & Will represented the seller regarding the sale of an office building located in Arapahoe County.

$6,000,000

Davis Graham & Stubbs

Client: Confidential

Team: Lamont Larsen, partner; Daniel Franklin, associate

Other Parties: Confidential

Notes: Davis Graham & Stubbs represented the seller in acquisition of oil and gas properties.

$3,000,000

Davis Graham & Stubbs

Client: Confidential

Team: Lamont Larsen, partner; Brian Annes, associate

Other Parties: Confidential

Confidential

Brownstein Hyatt Farber Schreck

Client: Caliendo-Savio Enterprises Inc.

Team: Matthew Nyberg, shareholder; Scott McEachron, associate; Josh Rosenholtz, associate

Other Parties: HALO Branded Solutions Inc., a portfolio company of Audax Private Equity

Other Firms: Kirkland & Ellis, opposing counsel; Headwaters MB, seller’s investment banker; Hoffman Crews Nies Waggener & Foster, seller’s benefits counsel

Notes: Brownstein represented Caliendo-Savio Enterprises Inc. in its sale to HALO Branded Solutions Inc., a portfolio company of Audax Private Equity.

Confidential

Brownstein Hyatt Farber Schreck

Client: Encore Consumer Capital

Team: Gino Maurelli, shareholder; Thomas Livingston, associate; Andrew Elliott, shareholder; Daniel Ackerman, shareholder

Other Parties: French Transit LLC, a portfolio company of Juggernaut Capital

Other Firms: Robinson Bradshaw, counsel to Juggernaut; Threadstone Advisors, investment banker

Notes: Brownstein represented Encore Consumer Capital, a private equity firm that invests exclusively in leading consumer products companies, in the sale of its portfolio company MyChelle Natural Skin Care LLC, a leading marketer of natural skin care products, to French Transit LLC, marketer and distributor of Crystal natural deodorant brand.

Confidential

Brownstein Hyatt Farber Schreck

Client: Madison Logic Inc.

Team: Avi Loewenstein, shareholder; Matthew Nyberg, shareholder

Other Parties: SIGNC Publishing Limited

Notes: Brownstein represented Madison Logic in its sale of its internal results division based in Ireland.

Confidential

Brownstein Hyatt Farber Schreck

Client: NexusTek Holdings LLC

Team: Kevin Cudney, shareholder; Christine Samsel, shareholder; Tenley Oldak, shareholder; Nancy Strelau, shareholder; Ryan Nichols, associate

Other Parties: Abry Partners; Lightview Capital

Other Firms: Kirkland & Ellis, counsel to Abry Partners; Goodwin Proctor, counsel to Lightview Capital

Notes: Brownstein represented NexusTek Holdings LLC in the sale of its LLC interests to Abry Partners.

Confidential

Brownstein Hyatt Farber Schreck

Client: Sweet Earth Inc.

Team: Alexandra Metzl, shareholder; Gregory Berger, shareholder; David Curfman, shareholder; Nancy Strelau, shareholder; Christine Samsel, shareholder; Scott McEachron, associate; Brittany Bliffen, associate; Hillary Steenberge, shareholder; Beth Collins, shareholder

Other Parties: Nestlé USA Inc

Other Firms: Latham & Watkins, opposing corporate counsel; Calfee Halter & Griswold, opposing employment counsel

Notes: Brownstein represented the stockholders of Sweet Earth Inc., a California-based manufacturer of plant-based protein food products, in the sale of all of the issued and outstanding equity interests and owned real property to Nestlé USA Inc.

Confidential

Hogan Lovells

Client: TC Holdings LLC and Excellere partners

Team: Timothy Aragon, partner; Sandra Harris, senior associate; Scott McClure, partner (Washington, D.C.); Carin Carithers, partner (Washington, D.C.); David Toy, partner; Chalyse Robinson, partner; Raj Balakrishnan, associate

Other Parties: Odyssey Investment Partners

Other Firms: Latham & Watkins

Notes: Hogan Lovells assisted in the sale of TC Holdings LLC, the majority of which was owned by Excellere Partners.

Confidential

Holland & Hart

Client: Delta Concrete Inc.

Team: Chris Groll, partner; Craig Willis, associate; Kate Kalanick, associate; Tim Mohan, associate

Other Parties: Obermann Concrete Inc. d/b/a SEMO Ready Mix; STAR Ready Mix Inc.

Other Firms: The Limbaugh Firm

Notes: Holland & Hart assisted Delta Asphalt Inc., a wholly owned subsidiary of Colas Inc., in the sale of certain of Delta’s concrete assets in Missouri.

Confidential

Perkins Coie

Client: Applied Voice & Speech Technology Inc.

Team: Sonny Allison, partner; Andy Villier, partner; Tim Andree, associate; Jake Deitch, associate; Kristy Koeltzow, paralegal

Other Parties: AVST Parent LLC

Other Firms: Morgan Lewis & Bockius

Confidential

Perkins Coie

Client: Kurtz Ambulance Service Inc. 

Team: Nate Ford, partner; Andy Villier, partner; Justin Gonzales, associate; Kristy Koeltzow, paralegal

Other Parties: American Medical Response Inc.

Other Firms: Brownstein Hyatt Farber Schreck

Notes: Perkins Coie represented Kurtz Ambulance Service Inc., Kurtz Paramedic Service Inc., Guardian Critical Care Services LLC, Kurtz Industrial Fire Services Inc., Kurtz Municipal Dispatching Services Inc. and Kurtz Special Events Services Inc. in their acquisition by American Medical Response Inc.

EQUITY FINANCE

$500,000,000 

Holland & Hart

Client: DCP Midstream LP

Team: Lucy Stark, partner; Adam Cohen, partner; Scott Berdan, partner; Michael Dill, associate; Timothy Mohan, associate; Nneka Obiokoye, associate

Other Parties: J.P. Morgan, Royal Bank of Canada, Merrill Lynch, Wells Fargo

Other Firms: Baker Botts

Notes: Holland & Hart represented DCP Midstream LP (the partnership) in connection with its issuance of 500,000 of its 7.375 percent Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the partnership at a price to the public of $1,000 per unit.

$312,000,000 

Davis Graham & Stubbs

Client: SRC Energy Inc.

Team: John Elofson, partner; Scott Turbeville, associate; Carolina de Armas, associate

Notes: This deal involved a $312 million public offering of common stock. The new capital was used to finance a portion of SRC Energy Inc.’s pending acquisition of oil and gas assets from Noble Energy.

$100,000,000

Davis Graham & Stubbs

Client: Bill Barrett 

Team: John Elofson, partner; Patricia Peterson, partner; Elizabeth Vonne, partner; Laura Cerezo, associate; Nate Goergen, associate

Other Parties: J.P. Morgan 

$95,000,000

Davis Graham & Stubbs

Client: Tellurian Inc. 

Team: John Elofson, partner; Edward Shaoul, associate; Will Myer, associate; Laura Cerezo, associate

Other Parties: Credit Suisse 

$75,000,000

Perkins Coie

Client: CAI International Inc.

Team: Sonny Allison, partner; Ned Prusse, partner; Caitlin Barr, associate

Other Parties: Bank of America, Merrill Lynch, Wells Fargo Securities

Other Firms: Davis Polk & Wardwell

Notes: Perkins Coie represented CAI in an at-the-market public offering.

$46,000,000

Perkins Coie

Client: Leerink Partners, Piper Jaffray, Wedbush PacGrow 

Team: Ned Prusse, partner; Nora Gibson, partner; Tim Andree, associate

Other Parties: Fate Therapeutics Inc.

Other Firms: Goodwin Procter

Notes: Perkins Coie represented the underwriters in the follow-on public offering of Fate Therapeutics Inc.

Confidential

Holland & Hart

Client: Jopari Solutions

Team: David Garcia, partner; Adam Cohen, partner; Trent Timmons, associate; Christopher Myers, associate; John Ludlum, of counsel; Lori Argall, paralegal

Other Parties: WestView Capital Partners III LP

Other Firms: Latham & Watkins

Notes: Jopari Solutions Inc. completed a Series B financing with an investment into the company by WestView Capital Partners III LP. The transaction involved the primary investment and issuance of Series B Preferred Stock, two conversions involving restatement of existing equity terms, compromised conversion of convertible notes, net exercise of warrants, payoff of a revolving credit facility with multiple lenders, structure of a customized set of restricted stock grants and a post-closing tender offer.

MISCELLANEOUS

$863,000,000 

Holland & Hart

Client: WPX Energy Inc.

Type of Deal: Joint venture

Team: Lucy Stark, partner; Leslie Boyle, partner; Sam Edwards, partner; Jan Harris, partner; Adam Cohen, partner; Stephanie Edinger, partner; Nick Venetz, associate; Ashley Ewing, associate; Sarah Ritchey Haradon, associate; Todd Criger, of counsel

Other Parties: Howard Energy Partners

Other Firms: Latham & Watkins

Notes: Holland & Hart represented WPX Energy in the negotiation of an agreement to form a joint venture to develop Permian midstream assets in the Delaware Basin with Howard Energy Partners and the related commercial contracts between the joint venture and a WPX affiliate. At the closing, WPX contributed a dedication of approximately 37 percent of WPX’s Delaware Basin acreage and received $300 million in cash. WPX will be carried for the next $132 million in capital expenditures to be made by the joint venture. The joint venture will construct crude oil gathering and transportation and natural gas processing and, at closing, will enter into a 20-year crude oil transportation agreement and a 20-year gas gathering and processing agreement with WPX’s affiliate as the anchor shipper. The transaction valued the created joint venture at approximately $863 million. 

$169,000,000 

Holland & Hart

Client: WPX Energy Production LLC

Type of Deal: Sale of oil and gas assets, San Juan Basin, Colorado and New Mexico

Team: Jan Harris, partner; Elizabeth Mitchell, partner; Adam Cohen, partner; Todd Criger, of counsel; Sarah Ritchey Haradon, associate

Other Parties: LOGOS Resources II

Other Firms: Andrews Kurth Kenyon LLP

Notes: Holland & Hart represented WPX Energy Production LLC, a subsidiary of WPX Energy Inc., in the sale of certain oil and gas assets in the San Juan Basin, including certain oil and gas leases, wells and gathering systems, to LOGOS Resources II, LLC.

$37,245,060

Kutak Rock

Client: STORE Capital Corporation

Type of Deal: Purchase and leaseback of four metal fabrication facilities in Missouri, Texas, Virginia and Washington.

Team: Kristine Poston, partner

$16,000,000

Hutchinson Black & Cook

Client: Advanced Oilfield Services LLC

Type of Deal: Refinancing

Team: Carla Sledge, partner; Brendan Chatham, partner

Other Parties: PNC Bank

Other Firms: Holland & Knight

$11,551,655

Kutak Rock

Client: STORE Capital Corporation

Type of Deal: Purchase and leaseback of four carwash facilities in Texas and Tennessee

Team: Kristine Poston, partner

$11,000,000

Jones & Keller

Client: Yuma Energy Inc.

Type of Deal: Public Offering

Team: Reid Godbolt, partner; Samuel Wing, partner; Adam Fogoros, partner; Kevin Brown, partner

Other Parties: Northland Capital Markets and Euro Pacific Capital 

Other Firms: Faegre Baker Daniels 

Notes: Secondary offering in difficult oil and gas price environment.

$10,115,941

Kutak Rock

Client: STORE Capital Corporation

Type of Deal: Purchase and leaseback of four car wash facilities located in Missouri and related construction financing

Team: Kristine Poston, partner

$5,300,000

Kutak Rock

Client: STORE Capital Corporation

Type of Deal: Purchase, leaseback and construction financing of daycare in Bulverde, Texas, and mortgage loan of one daycare in San Antonio, Texas.

Team: Kristine Poston, partner

$4,600,000

Kutak Rock

Client: STORE Capital Corporation

Type of Deal: Purchase and leaseback of land, construction financing and improvement loan of daycare in Newtown, Connecticut.

Team: Kristine Poston, partner

$3,400,000

Kutak Rock

Client: STORE Capital Corporation

Type of Deal: Purchase and leaseback of one swim school in Niles, Illinois.

Team: Kristine Poston, partner

$2,250,000

Kutak Rock

Client: STORE Capital Corporation

Type of Deal: Purchase and leaseback of one pet resort in Plano, Texas.

Team: Kristine Poston, partner 

$2,202,844

Kutak Rock

Client: STORE Capital Corporation

Type of Deal: Purchase and leaseback of one building supply company in Austin, Texas

Team: Kristine Poston, partner

$1,044,400

Kutak Rock

Client: STORE Capital Corporation

Type of Deal: Purchase and leaseback of one daycare center in Villa Rica, Georgia

Team: Kristine Poston, partner 

Confidential

Ballard Spahr

Client: Array BioPharma Inc.

Type of Deal: Exchange offer

Team: Carin Cutler, partner; Mehrnaz Jalali, associate; Saba Ashraf, partner; Patrick Gillard, partner; Jonathan Evans, paralegal; Katayun Jaffari, partner; Joanna Jiang, associate; Neil DiSpirito, of counsel; John Devine, of counsel.

Other Parties: Wells Fargo Bank, trustee of 2020 notes; The Bank of New York Mellon Company, trustee of 2024 Notes; American Stock Transfer and Trust Company, transfer agent

Other Firms: Latham & Watkins, counsel for the placement agent; Emmet Marvin, counsel for BNY Mellon; Thompson Hine, counsel for Wells Fargo

Notes: Array entered into separate, privately negotiated exchange agreements with a limited number of holders of its 3 percent Convertible Senior Notes due 2020 to exchange $126.06 million of the 2020 notes for a number of newly issued shares of its common stock determined based on the volume-weighted average trading price of its common stock on Nov. 17, 2017, and $126.06 million in aggregate principal amount of its newly issued 2.625 percent Convertible Senior Notes due 2024.

Confidential

Brownstein Hyatt Farber Schreck

Client: CCRM Management Company LLC

Type of Deal: Joint venture

Team: Michael King, shareholder

Notes: Brownstein represented Fertility Lab Sciences LLC in the formation of a new fertility laboratory joint venture and intellectual property licensing arrangement in Dallas-Fort Worth.

Confidential

Brownstein Hyatt Farber Schreck

Client: Encore Consumer Capital

Type of Deal: Investment

Team: Gino Maurelli, shareholder; Kinny Bagga, associate; Erik Jensen, shareholder

Other Parties: Veggie Noodle Co.

Other Firms: Kastner Huggins Reddien Gravelle

Notes: Brownstein represented Encore Consumer Capital in its investment in Veggie Noodle Co., an Austin, Texas-based food brand with distribution in more than 1,800 stores in around 40 states, including retailers such as Whole Foods, Kroger and Target.

Confidential

Davis Graham & Stubbs

Client: Terraza del Sol

Type of Deal: Affordable Housing Development

Team: Chris Kinsman, partner; Adam Chenell, of counsel

Other Parties: Mi Casa Resource Center

Notes: The City and County of Denver recognized Davis Graham & Stubbs’ client in the 2017 Mayor’s Design Awards in the category of Distinctive Denver with the development of Terraza del Sol. The development features 42 energy efficient apartments priced affordably to residents earning 30 percent to 60 percent of area median income, which is between $18,000 and $43,260 per year. The development also includes the new office for Mi Casa Resource Center. The matter closed in November 2017. 

Confidential

Holland & Hart

Client: REC Solar

Type of Deal: Development contract

Team: Ashley Wald, partner; Brian Mumaugh, partner

Notes: Holland & Hart represented REC Solar in the negotiation of an EPC contract for a utility scale photovoltaic project in Oahu, Hawaii. 

Confidential

Holland & Hart

Client: SunEnergy1

Type of Deal: Power purchase agreement

Team: Rochelle Rabeler, partner; Chris Boling, associate

Other Parties: Fifth Third Bank

Other Firms: KL Gates

Notes: Holland & Hart served as lead counsel to a solar project owner for a contract for differences (financial/virtual) power purchase agreement for the sale by Aulander Holloman Solar LLC, an affiliate of SunEnergy1 LLC to Fifth Third Bank of all of the energy output and RECs from the 80 MW Aulander Holloman solar project located in Hertford County, North Carolina.

Confidential

Holland & Hart

Client: SunEnergy1

Type of Deal: Energy Sale

Team: Rochelle Rabeler, partner; Chris Boling, associate

Other Parties: Digital Realty Trust LLC

Other Firms: K&L Gates

Notes: Holland & Hart represented SunEnergy1, as seller, in a renewable energy purchase agreement with Digital Realty, as buyer, to sell energy from a solar photovoltaic electrical generation facility in North Carolina. 

Confidential

Koenig Oelsner Taylor Schoenfeld & Gaddis

Client: Blue Bottle Coffee

Type of Deal: Sale of a majority stake of equity 

Team: Jon Taylor, partner; Jennifer Rosenthal, partner; Melissa Mellen, attorney 

Other Parties: Nestlé

Notes: Koenig Oelsner Taylor Schoenfeld & Gaddis served as lead legal counsel to facilitate Blue Bottle Coffee’s sale of a majority stake of its equity to Nestlé. The international transaction closed at the end of October, and the KO team helped negotiate both the management and seller terms of this strategic acquisition. KO helped negotiate terms for management to retain approximately 30 percent of the business in the partnership with Nestlé. KO has represented Blue Bottle Coffee since 2011 on numerous financings, acquisitions and general corporate matters.

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