Big Deals: Quarter Three 2020

Colorado law firms reported 64 big deals that closed in Q3 2020, marking a return to normalcy at least in deal flow. As a point of comparison, just 31 deals had been reported for the April to June period.

Acquisition-


$155,000,000

Firm: KO Law Firm

Client: Brandfolder

Team: Kevin Gibson, partner; Matt McKinney, partner; Matt Burns, attorney; Ryan Sykora, attorney; Keenan Weatherford, attorney; Cory Helton, attorney; Chris Achatz, attorney; Krystal Rushton, corporate paralegal; Julie Salyer, contracts manager

Other Parties: Smartsheet

Notes: KO advised on and streamlined Brandfolder’s corporate governance and commercial matters, helped the company achieve its long-term business goals and, ultimately, negotiate a successful exit.

$93,700,000

Firm: Davis Graham & Stubbs

Client: Kinross Gold Corporation

Team: Scott Hardt, partner; Brian Boonstra, partner; Randy Hubbard, partner; Sam Seiberling, associate; Evan Williams, associate

Other Parties: Royal Gold, Inc.; Contango ORE, Inc.

Notes: Kinross Gold Corporation acquired a 70% interest in the Peak Gold project in Alaska from Royal Gold, Inc., and Contango ORE, Inc., for total cash consideration of $93.7 million. Kinross will have broad authority to construct and operate the Peak Gold project, with Contango retaining a 30% non-operating minority interest.

$75,000,000

Firm: Holland & Hart

Client: FINEOS Corporation Ltd.

Team: Amos Barclay, of counsel; Paige Coriden, associate; Mark Wiletsky, partner; Jordan Walsh, associate; Lindsay Silber, partner; Ben Gibbons, associate; Sarah Haradon, partner; Dave Glynn, of counsel; James Crowe, partner; Amy Bowler, partner; Kenyon Redfoot, associate

Other Parties: Limelight Health, Inc.

Other Firms: Wilson Sonsini Goodrich Rosati

Notes: Holland & Hart represented FINEOS Corporation in its acquisition of Limelight Health, a North American provider of quoting, rating and underwriting solutions for group and voluntary employee benefits. The transaction will create an end-to-end SaaS core product suite from quote, rate and underwrite through to billing, policy administration, absence and claims management for the global life, accident and health industry.

€50,000,000

Firm: Ballard Spahr

Client: Confidential

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

Other Parties: Confidential

Other Firms: Kirkland & Ellis; Maples & Calder

Notes: Ballard Spahr represented its client in the acquisition of a limited partnership interest in a private equity fund.

Confidential 

Firm: KO Law Firm

Client: Altvia 

Team: Jennifer Rosenthal, partner; Samantha Pjesky, attorney  

Other Parties: Bow River Capital

Notes: Altvia, a provider of CRM and investor and deal management systems for private capital market firms, recently announced a majority recapitalization from Bow River Capital’s 2019 Software Growth Equity Fund. This investment will enable Altvia to accelerate its growth and product innovation. This deal closed in Q2 2020.

Confidential

Firm: Arnold & Porter

Client: Zachert Private Equity GmbH

Team: Ron Levine, partner; Evan Leitch, senior associate 

Other Parties: Brands Within Reach, LLC (Target) acquired from NewAge, Inc.

Other Firms: Faegre Drinker Biddle & Reath

Notes: On Sept. 24, NewAge, Inc., sold all of the membership interests in its subsidiary, Brands Within Reach, LLC, to Zachert. BWR’s assets include licensed brands, including Nestea, Volvic, evian, illy, Kusmi Tea, Saint Geron and Found; owned brands including Xing and Aspen Pure; and the machinery, equipment and other assets necessary for the distribution of such brands.

Confidential

Firm: KO Law Firm

Client: Enbala

Team: Jennifer Rosenthal, partner; Ryan Sykora, attorney

Other Parties: Generac

Notes: Enbala, a distributed energy resources technology company, was recently acquired by Generac. This sale will enhance Generac’s role in Smart Grid 2.0 technologies and enable opportunity for Generac as a grid services provider. This deal was signed Oct. 5. 

Confidential

Firm: Moye White

Client: M4 Clydesdale, LLC

Team: Matt Dillman, partner; Georginne Dudash, associate

Other Parties: Bayrock Investment Co.

Other Firms: Maynard Cooper & Gale

Notes: Moye White represented the buyer of a gas station property in Loveland.

Confidential

Firm: Moye White

Client: M4 Viking, LLC

Team: Matt Dillman, partner; Georginne Dudash, associate

Other Parties: Industrial Four, LLC (PSA)

Other Firms: Polsinelli

Notes: Moye White represented the buyer of an industrial property in Loveland. 

Confidential

Firm: Perkins Coie

Client: AltiGen Communications, Inc.

Team: Andrew Villier, partner; Cassandra Wetzel, associate; Kristy Koeltzow, paralegal  

Other Parties: Blue Panda Communications, LP

Notes: Perkins Coie represented AltiGen Communications in the acquisition of assets of Blue Panda Communications, LP, including its CoreInteract platform, a cloud-based digital customer engagement solution for Microsoft Teams. 

Confidential

Firm: Perkins Coie

Client: CAI Capital Management

Team: Kester Spindler, partner; Kaycie Rupp, associate; Anthony Zurcher, associate; Sergio Ibarra, associate; Kristy Koeltzow, paralegal  

Other Parties: CMT Engineering Laboratories

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

Confidential

Firm: Perkins Coie

Client: Copley Equity Partners, LLC

Team: Nate Ford, partner; Jessica Batzell, counsel; Jeffrey Beuche, partner; Kester Spindler, partner; Kelly Payne, counsel; Rachel Shapiro, associate; Daniel White, associate; Kristy Koeltzow, paralegal  

Other Parties: Tourmaline Partners

Notes: Perkins Coie represented Copley Equity Partners in connection with its investment in Tourmaline Partners, an outsourced trading solutions firm. This deal closed in Q2 2020.

Confidential

Firm: Perkins Coie

Client: Olympus Holdco, LLC

Team: Kester Spindler, partner; Danielle Fortier, partner; Rachel Shapiro, associate; Anthony Zurcher, associate; Kristy Koeltzow, paralegal  

Other Parties: LaunchPad Recruits, Ltd

Other Notes: Perkins Coie assisted Olympus Holdco with the acquisition of LaunchPad Recruits Ltd, a UK based company.

Confidential

Firm: Perkins Coie

Client: OutMatch Holdings, LLC 

Team: Kester Spindler, partner; Danielle Fortier, partner; Jasna Hasanbasic, associate; Sergio Ibarra, associate; Kristy Koeltzow, paralegal  

Other Parties: FurstPerson, Inc. 

Confidential

Firm: Perkins Coie

Client: Rubicon Technology Management, LLC

Team: Kester Spindler, partner; Danielle Fortier, partner; Kelly Payne, counsel; Cassandra Wetzel, associate; Kristy Koeltzow, paralegal  

Other Parties: Central Logic, Inc.

Notes: Perkins Coie represented Rubicon Technology Partners in acquisition of Central Logic, Inc. This deal closed in Q2 2020.

Debt finance-

$402,500,000

Firm: Perkins Coie

Client: Pacira Pharmaceuticals, Inc.

Team: Jason Day, partner; Ned Prusse, partner; Cassandra Wetzel, associate; Chris Wassman, associate; Kristy Koeltzow, paralegal   

Other Parties: Jefferies, LLC; J.P. Morgan Securities, LLC; RBC Capital Markets, LLC; Piper Sandler & Co.  

Other Firms: Latham & Watkins

Notes: Perkins Coie represented Pacira BioSciences, Inc. in a $402.5 million convertible note offering.

$200,000,000

Firm: Holland & Knight

Client: Confidential

Team: Keith Sambur, partner; Andrew Gillespie, associate

Other Parties: Confidential

Notes: Holland & Knight represented a private investment fund in connection with acquisition financing for a private energy exploration company focused on the Marcellus shale region.

$106,000,000

Firm: Holland & Knight

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

Team:  Mark Goldschmidt, partner; Kevin Houlihan, partner

Other Parties: CRB Group, Inc. (d.b.a. Cross River Bank)

Other Firms: Hunton Andrews Kurth

Notes: Holland & Knight represented Piper Sandler & Co. and Keefe Bruyette & Woods, Inc., as the joint placement agents in connection with the private placement of $106 million of fixed-to-floating rate subordinated notes by the issuer.

$20,000,000

Firm: Holland & Knight

Client: Piper Sandler & Co.

Team: Mark Goldschmidt, partner; Kevin Houlihan, partner

Other Parties: 1st Colonial Bancorp, Inc.      

Other Firms: Wesley R. Kelso

Notes: Holland & Knight represented Piper Sandler & Co. as the sole placement agent in connection with the private placement of $20 million of fixed-to-floating rate subordinated notes by the issuer.      

$15,000,000

Firm: Holland & Knight

Client: Piper Sandler & Co.

Team: Mark Goldschmidt, partner; Kevin Houlihan, partner  

Other Parties:  Security State Bancshares, Inc. 

Other Firms: Thompson Coburn 

Notes: Holland & Knight represented Piper Sandler & Co. as the sole placement agent in connection with the private placement of $15 million of fixed-to-floating rate subordinated notes by the issuer.      

Disposition-

$37,550,000

Firm: Jones & Keller

Client: Confidential

Team: Brad Hamilton, shareholder; Charles Wern, shareholder

Other Parties: Confidential

Other Firms: Morris Manning & Martin

Notes: Jones & Keller represented its client in the acquisition of a Colorado-based technology company by a private equity fund.

$1,090,000

Firm: Moye White

Client: Finkelstein Residential Properties, LLC

Team: Matt Dillman, partner

Other Parties: Edward L. Watson and Vicky L. Watson 

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

$2,900,000

Firm: Moye White

Client: New Berger Land, LLC

Team: Matt Dillman, partner; Georginne Dudash, associate

Other Parties: Momentum Apartments Member, LLC

Other Firms: Faegre Drinker Biddle & Reath

Notes: Moye White represented New Berger Land regarding the sale of land for development.

Confidential

Firm: Fortis Law Partners

Client: Confidential

Team: Julie Herzog, partner  

Other Parties: Ingka Group

Other Firms: Mintz

Equity finance-

€50,000,000

Firm: Ballard Spahr

Client: Confidential

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

Other Parties: Confidential

Other Firms: Kirkland & Ellis; Carey Olsen Jersey 

Notes: Ballard Spahr represented its client in the acquisition of a limited partnership interest in a private equity fund.

$259,000,000

Firm: Ballard Spahr

Client: Surefire Medical, Inc. (d.b.a. TriSalus Life Sciences)

Team: Steven Dupont, senior counsel; Nathan Seiler, partner; Andrew Spruiell, associate; Connor Crawford, associate; Jason Leckerman, partner; Jonathan Flora, partner  

Other Parties: Dynavax Technologies Corporation 

Other Firms: Cooley

Notes: Ballard Spahr’s client TriSalus Life Sciences acquired Dynavax’s proprietary anti-cancer compound, SD-101, a toll-like receptor 9 agonist that has been studied in advanced cutaneous melanoma and is currently in clinical trials for high-risk stage II/III breast cancer. The purchased assets include SD-101-related intellectual property, clinical data, regulatory filings and inventory.

$189,200,000

Firm: Perkins Coie

Client: Jefferies, LLC; SVB Leerink LLC; Barclays Capital, Inc.; Guggenheim Securities, LLC; Mizuho Securities USA, LLC; H.C. Wainwright & Co., LLC

Team: Ned Prusse, partner; Chris Wassman, associate

Other Parties: Fate Therapeutics, Inc.

Other Firms: Goodwin Procter

Notes: Perkins Coie represented the underwriters in the registered common stock offering of Fate Therapeutics, Inc. This deal closed in Q2 2020.

$49,800,000

Firm: Perkins Coie

Client: Gevo, Inc.  

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

Other Parties: H.C. Wainwright & Co.

Other Firms: Ellenoff Grossman & Schole

Notes: Perkins Coie represented Gevo, Inc., in a registered direct common stock offering.

$17,900,000

Firm: Perkins Coie

Client: Gevo, Inc.

Team: Jason Day, partner; Ned Prusse, partner; Rachel Shapiro, associate

Other Parties: H.C. Wainwright & Co.  

Other Firms: Ellenoff Grossman & Schole

Notes: Perkins Coie represented Gevo, Inc. in a public registered common stock and warrant offering.  

Confidential 

Firm: Perkins Coie

Client: Costco Wholesale Corporation

Team: Kester Spindler, partner; Sabrina Danielson, associate; Cassandra Elrod, associate  

Other Parties: Navitus Health Solutions, LLC

Notes: Perkins Coie represented Costco Wholesale Corporation in its minority equity investment in Navitus Health Solutions, LLC, a pharmacy benefit management company, including Lumicera Health Services, Navitus’s specialty pharmacy subsidiary. This deal closed in Q1 2020

Confidential

Firm: Holland & Hart

Client: Cloud Agronomics Inc.

Team: Mike Dill, partner; Amy Lovin, associate; Todd Criger, of counsel; Sarah Haradon, partner; Kevin Selzer, of counsel; Lindsay Silber, partner; Jeremy Merkelson, of counsel

Other Parties: Venable, LLP; SineWave; Ventures Fund II, LP

Notes: Holland & Hart represented Cloud Agronomics Inc., a geospatial imaging and analytics technology company, in its sale and issuance of series seed preferred equity to investors. 

Other Deals-

$5,000,000,000

Firm: Davis Graham & Stubbs

Client: Alacer Gold Corp.

Type of Deal: At-The-Market Merger 

Team: S. Lee Terry, Jr., partner;  Randy Hubbard, partner; Michael Snider, partner; Radcliffe Dann IV, partner; Kelsey Swagger, associate; Sarah Lozano, associate; Dean Miller, of counsel; Brian Annes, associate; Kevin Teng, of counsel; Rachel James, partner; Laura Cerezo, associate; Michelle DeVoe, of counsel; Hayden Weaver, associate; Brett Painter, partner; Larry Nemirow, special tax counsel 

Other Parties: Lead transaction counsel for Alacer was the Toronto office of Stikeman 

Notes: DGS acted as Alacer’s U.S. counsel for the combination of the two Canadian companies, which together have mining production operations in Canada, the U.S., Turkey, and Argentina, in addition to exploration and development activities in various locations around the world.

$820,000,000

Firm: Davis Graham & Stubbs

Client: SCM Trust

Type of Deal: Mutual fund reorganization

Team: Peter Schwartz, partner; Stephanie Danner, associate; Larry Nemirow, special tax counsel, principal of Nemirow Law

Other Parties: Shelton Capital Management; ICON Funds; ICON Advisers, Inc.  

Other Firms: Burns Figa & Will (represented ICON Funds)

Notes: Each of 17 mutual funds within ICON Funds is being reorganized into SCM Trust. 

$150,000,000

Firm: Davis Graham & Stubbs

Client: PDC Energy, Inc.

Type of Deal: Public offering of senior notes 

Team: John Elofson, partner; Kristin Lentz, partner; Sam Seiberling, associate; Taylor Smith, associate; Christina Smith, associate 

Other Parties: Bank of America

Other Firms: Davis Polk & Wardwell

$100,000,000

Firm: Dorsey & Whitney

Client: RBC Capital Markets, LLC

Type of Deal: At-The-Market Financing

Team: Ken Sam, partner; Jason Brenkert, partner; Wells Parker, partner; Heath Waddingham, associate; Kayla Weiser-Burton, associate; Ben Machlis, partner; Dale Williams, associate; William Prince, of counsel; John Hollinrake, Jr., partner

Other Parties: Coeur Mining, Inc. (issuer)

Other Firms: Gibson Dunn & Crutcher (U.S. counsel to underwriter/agent)

Notes: Dorsey served as counsel for agent RBC Capital Markets, LLC, in a $100 million at-the-market equity offering for common shares issued by Coeur Mining, Inc. This deal closed in Q2 2020.

$100,000,000

Firm: Perkins Coie

Client: Sun Mountain Capital Advisors, LLC

Type of Deal: Fund Formation 

Team: Elizabeth Sipes, partner; Erica Smith, associate  

Notes: Perkins Coie served as fund formation counsel to Sun Mountain Capital in the launch of a private debt fund to assist businesses in New Mexico affected by the economic impacts of COVID-19. This deal closed in Q2 2020.

$60,000,000

Firm: Dorsey & Whitney

Client: Endeavour Silver ATM

Type of Deal: At-The-Market Financing

Team: Jason Brenkert, partner; Ken Sam, partner; John Hollinrake, Jr., partner; Erin McCrady, partner; Charlie Clark, associate; James Guttman, partner; Kim Severson, partner; Tiffanie Pearson, paralegal

Other Parties: BMO Capital Markets Corp. (lead agent); CIBC World Markets, Inc.; H.C. Wainwright & Co., LLC; TD Securities, Inc.; Roth Capital Partners, LLC; B. Riley Securities, Inc.; and A.G.P. / Alliance Global Partners (underwriters/agents)

Other Firms: Koffman Kalef (Canadian counsel to issuer); Skadden Arps (U.S. counsel to underwriters/agents)

Notes: Dorsey served as U.S. Counsel to Issuer in a $60 million at-the-market financing for common shares issued by Endeavour Silver Corp.

$48,000,000

Firm: Ballard Spahr

Client: Confidential

Type of Deal: Acquisition Financing

Team: Alicia Clark, partner; Peter Hamberger, associate;  Jeremy Poryes, associate

Other Parties: Confidential

Other Firms: Shapiro & Gellert

Notes: This deal involved a loan secured by Class A industrial property located in the Southwest Phoenix, Arizona, submarket

$41,000,000

Firm: Dorsey & Whitney

Client: Rezolute, Inc.

Type of Deal: Private Placement

Team: Mike Weiner, partner; Anthony Epps; partner

Other Parties: Cam Capital; Federated Hermes Kaufmann; Surveyor Capital; and BVF Partners; Canaccord Genuity, LLC; JMP Securities, LLC; Griffin Securities, Inc.

$40,000,000 

Firm: Dorsey & Whitney

Client: Oncolytics Biotech, Inc.

Type of Deal: At-the-Market Equity Offering

Team: Jason Brenkert, partner; John Hollinrake, Jr., partner; Kim Severson, partner; Ken Sam, partner

Other Parties: Canaccord Genuity Corp. (underwriter)

Other Firms: Goodwin Proctor (U.S. counsel to underwriter)

Notes: Dorsey served as U.S. counsel for the issuer in a $40 million at-the-market equity offering for common shares issued by Oncolytics Biotech, Inc. This deal closed in Q2 2020.

$35,000,000

Firm: Davis Graham & Stubbs

Client: Tellurian, Inc.

Type of Deal: Public offering of common stock 

Team: John Elofson, partner; Edward Shaoul, associate; Rob McCary, associate  

Other Parties: Roth Capital Partners

Other Firms: K&L Gates

Notes: This deal involved a public offering of common stock

$25,000,000

Firm: Dorsey & Whitney

Client: Vista Gold Corp.

Type of Deal: Shelf

Team: Jason Brenkert, partner; Ken Sam, partner; John Hollinrake, Jr., partner; Kim Severson, partner

Other Parties: H.C. Wainwright & Co. (underwriter/agent)

Other Firms: Borden Ladner (Canadian counsel to issuer)

Notes: Dorsey was U.S. counsel for the issuer in a $25 million shelf for common shares, warrants, subscription receipts unit issued by Vista Gold Corp. This deal closed in Q2 2020.

$23,069,000

Firm: Dorsey & Whitney

Client: Integra Resources Corp.

Type of Deal: Private Offering

Team: Ken Sam, partner; James Guttman, partner; Deborah Lobo, associate; Daniel Baich, of counsel; John Hollinrake Jr., partner; Dane Knudsen, associate; Akosua Konadu Owusu-Akyaw, associate; Bri Whiting, associate; Adam Wickens, associate

Other Parties: Cormark Securities, Inc. (underwriter); National Bank Financial, Inc.; PI Financial Corp.; Raymond James & Associates, Inc.; Roth Capital Partners; Stifel Nicolaus & Company, Incorporated (Underwriters)

Other Firms: Cassels Brock & Blackwell (Canadian counsel to Integra); Blake Cassels & Graydon (Canadian counsel to underwriters)

Notes: Dorsey served as U.S. counsel for the issuer in a $23,069,000 bought deal financing for 6,785,000 common shares, including exercise of an over-allotment of 885,000 common shares, issued by Integra Resources Corp.

$17,000,000

Firm: Dorsey & Whitney

Client: Akerna Corp.

Type of Deal: Private Placement

Team: Jason Brenkert, partner; Ken Sam, partner; Eric Rytter, partner

Other Parties: Dorsey & Whitney

Other Firms: Kelly Drye & Warren (U.S. counsel to underwriter)

Notes: Dorsey served as U.S. counsel for the issuer in a $17 million private placement for senior secured convertible notes issued by Akerna Corp. This deal closed in Q2 2020.

$15,000,000

Firm: Ballard Spahr

Client: Confidential

Type of Deal: Construction Loan

Team: Alicia Clark, partner; Jeremy Poryes, associate

Other Parties: Confidential

Other Firms: Polsinelli

$12,000,000

Firm: Dorsey & Whitney

Client: Eclipse Gold Mining Corporation

Type of Deal: Bought Deal Public Offering

Team: Ken Sam, partner; Jason Brenkert, partner

Other Parties: Beacon Securities Limited, Cannaccord Genuity Corp. (underwriters/agents)

Other Firms: DuMoulin Black (Canadian counsel to issuer); Bennett Jones (Canadian counsel to underwriter/agent)

Notes: Dorsey served as U.S. counsel to the issuer in connection with Eclipse Gold Mining Corporation’s bought deal public offering of $12 million.  

$11,500,000

Firm: Dorsey & Whitney

Client: Haywood Securities Inc.

Type of Deal: Bought Deal Private Placement

Team: Ken Sam, partner; Jason Brenkert, partner

Other Parties: Treasury Metals Inc.; PI Financial Corp.; Sprott Capital Partners, LP; Canaccord Genuity Corp. (underwriters/agents)

Other Firms: McMillan (U.S. counsel to issuer); Miller Thomson (Canadian counsel to underwriter/agent)

Notes: Dorsey served as counsel for underwriter Haywood Securities, Inc., in a $11.5 million bought deal private placement for 32 million subscription receipts issued by Treasury Metals Inc.

$11,226,000

Firm: Dorsey & Whitney

Client: Contact Gold Corp.

Type of Deal: Public Offering-Non IPO

Team: Ken Sam, partner; Jason Brenkert, partner; Charlie Clark, associate; Dale Williams, associate; John Hollinrake Jr., partner; Kendall Fisher, partner; Daniel Baich, partner; James Guttman, partner; Deborah Lobo, associate; Mike Voves, partner  

Other Parties: Cormark Securities Limited (underwriter); Cormark Securities Inc. (underwriter)

Other Firms: Cassels Brock & Blackwell (Canadian counsel to issuer); Blakes Cassels & Graydon (Canadian counsel to underwriter/agent); Troutman Pepper (U.S. counsel to underwriter/agent)

Notes: Dorsey served as counsel for the Issuer in an $11,226,000 public offering for 73,870,000 units issued by Contact Gold Corp.

$7,256,000

Firm: Dorsey & Whitney

Client: IMPACT Silver Corp.

Type of Deal:  Brokered Private Placement

Team: Ken Sam, partner; Tiffanie Pearson, paralegal

Other Parties: Red Cloud Securities, Inc.; Canaccord Genuity Corp.; Mackie Research Capital Corporation (agents)

Other Firms: Cassels Brock & Blackwell (Canadian counsel to issuer); Miller Thomson (Canadian counsel to underwriter/agent); 

Notes: Dorsey served as U.S. counsel for the issuer in a $7,256,000 brokered private placement financing issued by IMPACT Silver Corp.

$7,000,000

Firm: Dorsey & Whitney

Client: Kootenay Silver, Inc.

Type of Deal: Private Placement

Team: Ken Sam, partner; Jason Brenkert, partner; James Guttman, partner

Other Parties: Mackie Research Capital Corporation (agent); PI Financial Corp. (agent)

Other Firms: Maxis Law Corporation (Canadian counsel to issuer); McCarthy Tétrault  (Canadian counsel to underwriter/agent)

Notes: Dorsey served as U.S. Counsel for the issuer in a private placement for units issued by Kootenay Silver Inc.

$6,500,000

Firm: Dorsey & Whitney

Client: Assure Holdings Corp.

Type of Deal:  Loan Facility: term loan and line of credit

Team: Ken Sam, partner; Laura Gunn, partner; Joice Varughese, associate (Dallas); Mike Voves, partner (Minneapolis); Charlie Clark, associate; Tom Kelly, partner (Minneapolis)

Other Parties: Central Bank & Trust (lender)

Other Firms: SBBO Law (bank counsel)

Notes: Dorsey served as U.S. counsel to the issuer in a $6.5 million Loan Facility consisting of a $4 million term loan and $2.5 million line of credit agreement

$6,400,000

Firm: Holland & Hart

Client: Comrit Investments I, LP

Type of Deal: Tender Offer

Team: Amos Barclay, of counsel; Sarah Haradon, partner; Kenyon Redfoot, associate

Notes: Holland & Hart represented Comrit Investments I, LP, in four tender offers for shares of non-traded REITs. These offers resulted in the purchase by Comrit of shares in Cole Office & Industrial REIT (CCIT II), Inc., Carter Validus Mission Critical REIT II, Inc., KBS Real Estate Investment Trust II, Inc., and CNL Healthcare Properties, Inc.

$6,000,000

Firm: KO Law Firm

Client: Good Buy Gear 

Type of Deal: Series A financing

Team: Jennifer Rosenthal, partner; Samantha Pjesky, attorney

Other Parties: Revolution Ventures; Access Venture Partners; Relay Ventures

Notes: KO client Good Buy Gear, a re-commerce marketplace for second-hand baby and children’s gear, recently raised a $6 million Series A round of funding. The round was led by Revolution Ventures with participation from existing investors Access Venture Partners and Relay Ventures. The financing will be used to support the company’s growth, expand its workplace, and build out the marketplace.

$4,500,000

Firm: Dorsey & Whitney

Client: Blackrock Gold Corp.

Type of Deal: Non-Brokered Private Placement

Team: Ken Sam, partner; Jason Brenkert, partner; Sudeep Simkhada, associate

Other Parties: N/A

Other Firms: Koffman Kalef (Canadian counsel to issuer)

Notes: Dorsey served as U.S. counsel for the issuer in a $4.5 million non-brokered private placement for 22,670,737 units issued by Blackrock Gold Corp. This deal closed in Q2 2020.

$3,500,000

Firm: Dorsey & Whitney

Client: Inflection Resources Ltd.

Type of Deal: Initial Public Offering

Team: Ken Sam, partner; Jason Brenkert, partner; Leigh Snyder, paralegal

Other Parties: Haywood Securities (underwriter)

Other Firms: DuMoulin Black (Canadian counsel to issuer)

Notes: Dorsey served as U.S. counsel for the underwriter, Haywood Securities Inc., in a $3.5 million initial public offering for 4 million units issued by Inflection Resources Ltd. 

$149,079

Firm: Dorsey & Whitney

Client: SilverCrest Metals Inc.

Type of Deal: Shelf

Team: Ken Sam, partner; Jason Brenkert, partner; Anthony Epps, partner; James Guttman, partner; Nicholas Arruda, associate; Suraj Balakrishnan, attorney; John Hollinrake Jr., partner; Deborah Lobo, associate; Sudeep Simkhada, associate; Tom Swigert, partner; Larry Ward III, partner

Notes: Dorsey served as counsel for the issuer in a $149,079,000 shelf for common shares, warrants, subscription receipts, debt and convertible debt securities or units issued by SilverCrest Metals Inc. This deal closed in Q2 2020.

N/A

Firm: Davis Graham & Stubbs

Client: Newmont Corporation

Type of Deal: Joint Venture (Mining Joint Venture)

Team: Bruce Stocks, partner

Other Parties: Gold Terra Resource, Corp.

Other Firms: Fasken

Notes: This deal was a joint venture for exploration and mining in Yukon Territories

N/A

Firm: Davis Graham & Stubbs

Client: Newmont Corporation

Type of Deal: 

Joint Venture (Mining Joint Venture)

Team: Bruce Stocks, partner

Other Parties: Agnico Eagle Mines Limited

Other Firms: Davies Ward Phillips & Vineberg

Notes: This deal was a formation of a joint venture for exploration and mining in Colombia

Confidential

Firm: Arnold & Porter

Client: Bardin Hill Investment Partners

Type of Deal: Sale

Team: Brian Lohan, partner (Chicago); Edward Deibert, partner (San Francisco); Evan Leitch, senior associate 

Other Parties: MiddleGround Capital (acquirer) 

Other Firms: Dechert

Notes: This transaction involved the resale of the Dura Automotive auto parts manufacturing business that Bardin Hill Investment Partners and its operating partner, Charlton Group, acquired earlier this year in two 363 sales out of bankruptcy. Bardin Hill was the debtor-in-possession lender to the bankrupt entity, and through two separate 363 sales acquired the business, re-organized it under a UK holding company and sold a controlling interest in the business to MiddleGround Capital, a private equity firm, in a matter of approximately five months during the pandemic, helping the client protect the value at risk through the DIP .      

Confidential

Firm: Dorsey & Whitney

Client: Gold Terra Resource Corp.

Type of Deal: Bought Deal Financing

Team: Jason Brenkert, partner; Ken Sam, partner

Other Parties: Gold Terra Resource Corp. (issuer)

Other Firms: Cassels Brock & Blackwell (Canadian counsel to issuer); Blake Cassels & Graydon (Canadian counsel to underwriter/agent)  

Notes: Dorsey served as U.S. counsel for the issuer in a bought deal financing for 10 million common shares and 8 million charity flow-through common shares issued by Gold Terra Resource Corp. 

Confidential

Firm: Dorsey & Whitney

Client: Tri-State Generation and Transmission Association, Inc.

Type of Deal: Term Loan Financing

Team: Anthony Epps, partner; Dave Swanson, partner; Natasha Wells, associate

Other Parties: National Rural Utilities Cooperative Finance Corporation

Confidential

Firm: Holland & Knight

Client: Mile High Labs, Inc.

Type of Deal: Equity Recapitalization

Team: Keith Sambur, partner; Mark Goldschmidt, partner; Gloria Skigen, partner

Other Parties: John Paul DeJoria Family Office

Other Firms: Egan Nelson

Notes: Holland & Knight advised Mile High Labs, a processer of hemp-derived cannabinoids, in a recent Series B equity financing from American entrepreneur John Paul DeJoria. 

Confidential

Firm: Moye White

Client: Prime West Development, LLC; 6900 Layton Subsidiary, LLC

Type of Deal: Lease

Team: Matt Dillman, partner; Nikki Roberts, associate

Other Parties: LogistiCare Solutions, LLC; The Providence Service Corporation

Other Firms: Hall Estill

Notes: Moye White represented the landlord regarding 72,000 square foot office lease in the Denver Tech Center.

Confidential

Firm: Perkins Coie

Client: Varsity Management Company, LLC

Type of Deal: Restructuring and Acquisition 

Team: Nate Ford, partner; Kester Spindler, partner; Cassandra Wetzel, associate; Kristy Koeltzow, paralegal  

Other Parties: EmeRgencHealth, PLLC; EH Management Company, LLC

Other Firms: 

Notes: Reorganization of EmeRgencHealth, PLLC and purchase of membership interests of EH Management Company, LLC, the management services company to EmeRgencHealth, PLLC, by Varsity EmergencHealth Holdings, LLC. We represented Varsity EmergencHealth Holdings, LLC.

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