Big Deals Fourth Quarter

Editor’s Note: This post has been updated to include eight transactions from Davis Graham & Stubbs, which were omitted from the print version of Law Week Colorado.

Acquisition

$1,500,000,000

Davis Graham & Stubbs

Client: PDC Energy, Inc.

Team: Kristin Lentz, partner; Greg Danielson, partner; Same Niebrugge, partner; John Elofson, partner; Michael Snider, partner; John Jacus, partner; Randy Dann, partner; Kevin Teng, of counsel; Sam Seiberling, associate; Taylor Smith, associate; Scott Turbeville, associate; Lori Taylor, associate; Tim Canon, associate; Brian Annes, associate

Other Parties: Kimmeridge Energy Management Company

Other Firms: Sidley Austin

Notes: PDC acquired approximately 57,000 net acres in Reeves and Culberson Counties, Texas, with current net production of approximately 7,500 barrels of oil equivalent per day from 25 horizontal wells, with two additional wells in the completion and flowback phase. This is a transformative acquisition that provides PDC with a deep inventory of horizontal drilling locations that complement its existing core Wattenberg position in Colorado.

$135,000,000

Davis Graham & Stubbs

Client: Resolute Energy Corporation

Team: Brian Boonstra, partner; Ron Levine, partner; Lori Taylor, associate; Lauren Roberts, associate; Erin Turban Miller, associate; Laura Cerezo, associate

$40,000,000

Bryan Cave

Client: YFC-BonEagle Electronic Co.

Team: Sean Odendahl, partner; Timothy Hanson, associate; Rafael Mendez, associate

Other Parties: Blucora, Inc.’s Monoprice business

$35,000,000

Davis Graham & Stubbs

Client: Confidential

Team: Lamont Larsen, partner; Brian Annes, associate; Josh Neely, associate; Jennifer Williams, attorney

$6,350,000

Davis Graham & Stubbs

Client: Confidential

Team: Lamont Larsen, partner; Brian Annes, associate; Jennifer Williams, attorney

$3,500,000

Davis Graham & Stubbs

Client: Confidential

Team: Lamont Larsen, partner; Chris Richardson, partner; Stacie Carter, associate

Confidential

Bryan Cave

Client: Window Rock Capital Partners

Team: Robert Miller, partner; Jason Werner, associate

Other Parties: WinWater Home Mortgage

Other Firms: Dentons

Confidential

Perkins Coie

Client: Russell Food Equipment Limited

Team: Nate Ford, partner; Tim Fete, partner; Brad Nicholson, associate

Other Parties: Hendrix Hotel & Restaurant Equipment & Supplies Ltd.

Other Firms: McKenzie Lake Lawyers

Confidential

Perkins Coie

Client: Bertram Capital

Team: Nate Ford, partner; Kester Spindler, partner; Matt Maltz, partner; Andrew Magna, partner

Other Parties: Blue Point Capital, Trademark Global

Other Firms: Jones Day

Notes: Representation of Bertram Capital in connection with the acquisition of Trademark Global, an Ohio-based retail supplier, from Blue Point Capital.

Confidential

Perkins Coie

Client: Excellere Partners

Team: Sonny Allison, partner; Pete Kinsella, partner; Danielle Fortier, associate; Kelly Payne, associate; Sara Konz, associate

Other Parties: Two Labs Marketing

Other Firms: BakerHostetler

Notes: Represented Excellere Partners in the leveraged buyout of Two Labs to form new platform company TL Life Science Solutions.

Confidential

Hogan Lovells

Client: Dick’s Sporting Goods, Inc.

Team: Timothy Aragon, partner; Ryan Adrian, senior associate; Sandra Harris, senior associate; Raj Balakrishnan, associate; Adrienne Jack, associate; David Toy, partner; Scott Loughlin, partner; Nathan Salminen, associate; Jared Bomberg, associate; Cameron Robinson, senior associate; Scott McClure, partner

Other Parties: GameChanger Media, Inc.

Other Firms: Cooley

Confidential

Brownstein Hyatt

Farber Schreck

Client: Marana Holdco, Inc.

Team: Avi Loewenstein, associate; Michael Havlik, associate

Other Parties: LongueVue Capital Partners; Monore Capital

Other Firms: Jones Walker; Vedder Price

Notes: Brownstein represented Marana Aerospace Solutions, an aviation MRO service provider and a portfolio company of Monroe Capital, in its purchase of Ascent Aviation Services, another aviation MRO service provider, from LongueVue Capital Partners.

Confidential

Brownstein Hyatt

Farber Schreck

Client: Clarion Capital Partners

Team: Matthew Nyberg, shareholder; Christine Samsel, shareholder; Jay Spader, shareholder; Andrew Elliott, shareholder; Ian O’Neill, shareholder; Avi Loewenstein, associate; Ryan Nichols, associate; Joshua Rosenholtz, associate; Kacey Higginbotham, associate; Scott McEachron, associate

Other Parties: Madison Logic, Inc.

Other Firms: The Konkurrenz Group (HSR counsel to purchaser); Blank Rome (counsel to seller)

Notes: Brownstein represented Clarion Capital Partners in its acquisition of and acquisition financing for Madison Logic, Inc.

Debt Finance

$250,000,000

Brownstein Hyatt

Farber Schreck

Client: AIG Global Investment Corp.

Team: Ana Tenzer, shareholder; Michael Kapoor, associate; Suzanne Kalutkiewicz, consulting attorney

Other Firms: Connell Foley

Notes: Brownstein represents AIG Annuity Insurance Company in the senior and mezzanine financing and cross-collateralization for all phases of the Liberty Harbor Development in Jersey City, New Jersey in the aggregate principal amount of over $250 million and secured by retail, condominium, multi-family, mixed-use development and hospitality assets.

$800,000,000

Gibson Dunn & Crutcher

Client: Spectra Energy Partners

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

Other Firms: Baker Botts

Notes: Gibson Dunn represented Spectra Energy Partners in its offering of $800 million of senior notes.

$6,800,000

Brownstein Hyatt

Farber Schreck

Client: KeyBank, National Association

Team: Jennifer Eiteljorg, shareholder; Jacob Whitted, associate

Other Parties: FSI Old Dutch Property and FSI Yankee Springs Property

Other Firms: Stark Regan

Notes: Brownstein represented KeyBank in a loan secured by two manufactured housing communities.

Confidential

Brownstein Hyatt

Farber Schreck

Client: ZB, N.A., DBA Vectra Bank Colorado

Team: Jay Spader, shareholder; Scott McEachron, associate

Other Parties: ADA Carbon Solutions (Red River)

Other Firms: Latham & Watkins

Notes: Brownstein represented Vectra Bank in the negotiation of a revolving line of credit for ADA Carbon Solutions (Red River), LLC.

Confidential

Brownstein Hyatt

Farber Schreck

Client: Squaw Valley Ski Holdings

Team: Jay Spader, shareholder; Kristin Macdonald, shareholder; Nicole Ament, shareholder; Tom Livingston, associate; Josh Rosenholtz, associate; Catherine Hildreth, associate

Other Parties: Wells Fargo Bank

Other Firms: Sheppard Mullin

Notes: Brownstein represented Squaw Valley Alpine Meadows in a refinancing of a term loan and revolving credit facility from Wells Fargo Bank. Squaw Valley Alpine Meadows is a premier ski resort and a portfolio company of KSL Capital Partners.

Confidential

Brownstein Hyatt

Farber Schreck

Client: Great Wolf Resorts

Team: Ana Tenzer, shareholder; Michael Kapoor, associate

Other Firms: Winstead

Notes: Brownstein represented Great Wolf Resorts in a construction loan to finance the development of a 470,000 square foot hotel and 200,000 square foot indoor water park and entertainment center located near Atlanta.

Disposition

$109,000,000

Davis Graham & Stubbs

Client: Invenergy LLC

Team: Barbara Mueller, partner; Zach Miller, partner; Peter Rose, of counsel; Mave Gasaway, associate

Other Parties: Black Hills/Colorado Electric Utility Company

Notes: This is the sale of a 60-MW wind project near Pueblo. The project was fully developed by Invenergy and direct ownership of the project by Black Hills was approved by the PUC in October 2015. DGS has been working with Invenergy on the project for the past two and a half years.

$20,000,000

Bryan Cave

Client: Taqua

Team: Charles David Maguire Jr., partner; Jason Werner, associate; Rafael Mendez, associate; Serena Yee, counsel; Paul Smith, partner; Jason Haislmaier, partner; Chris Girouard, associate; Anthony George, partner; Anne Giacomini, paralegal

Other Parties: Sonus Networks, Inc.

$15,000,000

Davis Graham & Stubbs

Client: Samson Oil and Gas USA

Team: Lee Terry, partner; Lamont Larsen, partner

$12,150,000

Davis Graham & Stubbs

Client: Confidential

Team: Lamont Larsen, partner; Lori Taylor, associate

$9,130,000

Brownstein Hyatt

Farber Schreck

Client: SLV Castle Oaks

Team: Jennifer Eiteljorg, shareholder; Jacob Whitted, associate

Other Parties: Richmond American Homes of Colorado

Other Firms: In-house counsel for Richmond American Homes

Notes: Brownstein represented SLV Castle Oaks in the sale of residential lots at Terrain in Castle Rock.

Confidential

Bryan Cave

Client: HomeSphere

Team: Mark Weakley, partner; Jason Werner, associate; Gerard Deffenbaugh, associate; Jason Haislmaier, partner; Timothy Glasglow, partner, Serena Yee, counsel

Other Parties: Teakwood Capital

Other Firms: Wick Phillips Gould & Martin

Confidential

Hogan Lovells

Client: Fort Dearborn Holding Company, Inc.

Team: Kevin Burke, partner; George Hagerty, partner; Jim Fipp, senior associate; Douglas Edwards, associate; Chris Weigand, associate; Kathleen Lucas, associate; Carin Carithers, partner; Adrienne Jack, associate; Marianne Hallinan, counsel; Scott Reisch, partner; Seaton Thedinger, counsel; David Toy, partner; Grant Munyon, associate; David Isbell, partner; Katie Cooperman, senior associate; Scott Loughlin, partner; Michele Harrington, partner; Robert Baldwin III, senior associate; Scott McClure, partner

Other Parties: Advent International

Other Firms: Kirkland & Ellis

Notes: The transaction involved the sale of a majority ownership stake in Fort Dearborn from long-time firm client KRG Capital Partners to Advent International, one of the largest global private equity investors. This transaction was the second significant divestiture by KRG Capital Partners that the Hogan Lovells Denver office completed in 2016. The first transaction, which closed in May 2016, involved the divestiture by KRG of ATI Physical Therapy, one of the largest health care companies specializing in rehabilitation and related health care services. The purchase in that ATI transaction was also Advent International.

Confidential

Perkins Coie

Client: Denver Sports Performance Enhancement Center Professional,

Team: Nate Ford, partner; Tim Fete, partner; Brad Nicholson, associate 

Other Parties: University of Colorado Health

Other Firms: Drinker Biddle & Reath

Confidential

Brownstein Hyatt

Farber Schreck

Client: Pico Digital, Inc.

Team: Matthew Nyberg, shareholder; Andrew Elliott, shareholder; Christine Samsel, shareholder; Emily Holmes, shareholder; Thomas Livingston, associate; Joshua Rosenholtz, associate; Erik Jensen, associate

Other Parties: ATX Networks

Other Firms: The Konkurrenz Group (HSR counsel to seller); McDermott Will & Emery (counsel to purchaser)

Notes: Brownstein represented Pico Digital, Inc. in its sale to ATX Networks, a portfolio company of H.I.G. Capital.

Equity Finance

$417,881,250

Holland & Hart

Client: SM Energy

Team: Lucy Stark, partner; Scott Berdan, partner; Michael Dill, associate; Amos Barclay, of counsel; Chris Myers, associate

Notes: SM Energy conducted an offering of 10,925,000 shares of its common stock in an underwritten offering, including shares issued as part of the underwriters’ overallotment option. SM received net proceeds of approximately $403 million, after underwriting discount and commissions.

$200,000,000

Perkins Coie

Client: Lee Equity Partners

Team: Nate Ford, partner; Kester Spindler, partner; Danielle Fortier, associate; Caitlin Barr, Associate; Brad Nicholson, associate

Other Parties: Martin Varsavsky, founder, Reproductive Biology Associates (Atlanta-based fertility clinic) and My Egg Bank

Other Firms: BakerHostetler

Notes: This deal was a $200 million equity commitment. Representation of Lee Equity Partners, Thomas H. Lee’s lower middle market private equity fund, in connection with its formation of Prelude Fertility and recapitalization of Reproductive Biology Associates and My Egg Bank.

$1,900,000

Holland & Hart

Client: Ascent360

Team: Betty Arkell, partner; Dillon Peters, associate; Nathan Davis, associate; Louise Mousseau, paralegal

Other Parties: Access Venture Partners III, Nelnet, Inc., Ascent 360 Investment Group, Bialla Venture Partners 2, Service Provider Capital Fund I, Rockies Venture Club along with several private investors.

Other Firms: Dillashaw

Notes: Ascent360, Inc., the Customer Data Platform company, closed a 90 percent oversubscribed seed round of $1.9 million backed by Access Venture Partners, Nelnet, Bialla Venture Partners 2, Service Provider Capital, the Rockies Venture Club, along with several private investors. Ascent360 intends to use the proceeds of the financing to enhance sales and marketing capabilities and further enhance the products.

$69,000,000

Brownstein Hyatt

Farber Schreck

Client: Focus Property Group

Team: Lea Ann Fowler, shareholder; David Curfman, shareholder; Margaux Trammell, shareholder; Greg Berger, shareholder; Tom Livingston, associate

Other Parties: EverWest, Bank of the Ozarks, Artemis Real Estate Partners

Other Firms: DLA Piper (representing to Everwest), Winstead (representing Bank of the Ozarks), Millbank Tweed Hadley & McCloy (representing Artemis Real Estate Partners)

Notes: Brownstein represented hotel borrower in obtaining construction financing, consisting of a senior construction loan, mezzanine loan and preferred equity investment.

Confidential

Holland & Hart

Client: Goddess Garden Organics

Team: Charles Cotter, partner; Kate Kalanick, associate; Nate Davis, associate

Other Parties: Renewal Funds

Other Firms: Greenberg Traurig

Notes: Holland & Hart represented Boulder-based client Crossing Cultures, dba Goddess Garden Organics, a natural sunscreen brand, in connection with its recent receipt of Series A funding from a mission-driven partner and fellow Certified B Corporation, Renewal Funds. Renewal Funds, a venture capital firm based in Vancouver, makes investments in early growth stage companies.

Confidential

Holland & Hart

Client: CereScan Corp.

Team: Betty Arkell, partner; Marilyn Moll, paralegal

Notes: CereScan sold additional shares of Series B Preferred Stock to a consortium of high net worth individual investors.

Investment

Confidential

Perkins Coie

Client: Rubicon Technology Partners

Team: Nate Ford, partner; Kester Spindler, partner; Brad Nicholson, associate

Other Parties: AudienceView

Other Firms: Blake Cassels & Graydon, Stikeman Elliot

Notes: Representation of Rubicon Technology Partners in connection with growth equity investment in AudienceView, a leading global software provider for events and entertainment organizations.

Purchase and Sale Leaseback

$27,000,000

Kutak Rock

Client: STORE Capital Corporation

Team: Kristine Poston, partner

$14,791,245

Kutak Rock

Client: STORE Capital Corporation

Team: Kristine Poston, partner

$9,000,000

Kutak Rock

Client: STORE Capital Corporation

Team: Kristine Poston, partner

$6,780,000

Kutak Rock

Client: STORE Capital

Team: Kristine Poston, partner

$6,752,369

Kutak Rock

Client: STORE Capital Corporation

Team: Kristine Poston, partner

$5,750,000

Kutak Rock

Client: STORE Capital Corporation

Team: Kristine Poston, partner

$5,150,000

Kutak Rock

Client: STORE Capital Corporation

Team: Kristine Poston, Partner

$4,400,000

Kutak Rock

Client: STORE Capital Corporation

Team: Kristine Poston, partner

$2,030,000

Kutak Rock

Client: STORE Capital Corporation

Team: Kristine Poston, partner

Revolving Credit Facility

$1,800,000,000

Sherman & Howard

Client: Arrow Electronics

Team: Steve Miller, member; Eric Alpert, associate; David Wilson, member

Other Parties: JPMorgan Chase Bank (Administrative Agent)

Other Firms: Simpson Thatcher

Sale of a Company

$1,100,000,000

Perkins Coie

Client: Thompson Creek Metals Company Inc.

Team: Sonny Allison, partner; Jason Day, partner; Danielle Fortier, associate; Ned Prusse, associate; Caitlin Barr, associate; Brad Nicholson, associate

Other Parties: Centerra Gold Inc.

Other Firms: Weil Gotshal & Manges (U.S. counsel to Centerra); Stikeman Elliot (Canadian counsel to Centerra); Gibson Dunn & Crutcher (U.S. debt counsel to Thompson Creek); Cassels Brock & Blackwell (Canadian Counsel to Thompson Creek)

Notes: Acted as lead U.S. M&A and securities counsel to Thompson Creek in its acquisition by Centerra Gold.

Confidential

Perkins Coie

Client: Confidential

Team: Sonny Allison, partner; Caitlin Barr, associate

Other Parties: Cortec Group, The Eye Academy of America Ltd (dba ICON Eyecare)

Other Firms: Paul Hastings; Sheppard Mullin Richter & Hampden

Notes: Represented main outside investor in the recapitalization of ICON by Cortec Group.