ACQUISITION:
$618,500,000
Holland & Hart
Client: Webroot Inc.
Team: Chris Balch, partner; James Crowe, partner; Paige Coriden, associate
Other Parties: Carbonite, Inc.
Other Firms: Skadden Arps Slate Meagher & Flom
Notes: Holland & Hart represented Colorado-based client Webroot Inc., in connection with its acquisition by Carbonite, a cloud-based data protection solutions company.
$430,000,000
Morrison & Foerster
Client: ON Semiconductor
Team: Erik Knudsen, partner; Eric McCrath, partner (San Francisco)
Other Parties: GlobalFoundries
Other Firms: Weil Gotshal & Manges
Notes: MoFo represented ON Semiconductor Corporation in its acquisition of a manufacturing facility located in East Fishkill, New York, from GlobalFoundries and related transactions.
$27,000,000
Davis Graham & Stubbs
Client: LafargeHolcim
Team: James Witwer, of counsel; Scott Hardt, partner; Chris Lane, partner; Brian Annes, associate; Almira Moronne, associate; Jon Goldstein, associate; Maria Oxman, associate; Michelle DeVoe, of counsel; John Jacus, partner; Will Marshall, associate
Other Parties: Transit Mix Concrete Co.; Continental Materials Corporation
Notes: Davis Graham & Stubbs represented a LafargeHolcim affiliate in its acquisition of Transit Mix ready-mix concrete operations and the Daniels Sand Quarry, all of which are located in and around Colorado Springs and Pueblo.
$4,050,000
Davis Graham & Stubbs
Client: Confidential
Team: Lamont Larsen, partner; Brian Annes, associate
Other Parties: Confidential
Notes: Davis Graham & Stubbs represented a buyer in the acquisition of oil and gas properties.
Confidential
Hogan Lovells
Client: RGLD GOLD AG (a subsidiary of Royal Gold, Inc.)
Team: Kevin Burke, partner; Sandra Harris, Senior associate; Bill Nunn, associate
Other Parties: Cuperic Canyon Capital, LP
Other Firms: Fasken Martineau DuMoulin
Notes: Hogan Lovells advised RGLD Gold AG, a wholly owned subsidiary of Royal Gold, Inc., on its $212 million acquisition of an 80% silver stream on the Khoemacau Copper Project located in Botswana. The project is owned by Cupric Canyon Capital, LP, a private company owned by management and funds advised by Global Natural Resource Investments.
Confidential
Ballard Spahr
Client: EIP Holdings I, LLC
Team: Nathan Seiler, partner; Michael Warren, partner; Mark Salsbury, partner; Matthew Summers, partner; Sharon Bertelsen, of counsel; Conor Crawford, associate; Andrew Spruiell, associate
Other Parties: Frontier Communications Corporation
Other Firms: McGuire Woods
Notes: Ballard Spahr represented EIP Holdings I, LLC, in the acquisition of nearly 100 wireless tower assets from Frontier Communications, Inc. EIP Holdings is an entity affiliated with Everest Infrastructure Partners and owned and managed Barings LLC on behalf of institutional investors. The towers are located in 17 states throughout the U.S., with tower concentrations in Connecticut, New York and California.
Confidential
Berg Hill Greenleaf Ruscitti
Client: Dry Fly Capital LLC and Studio Be Salon LLC
Team: Jim Fipp, partner; Jared Crain, partner; Peter Schaub, partner; Jessica Pingleton, associate
Other Parties: Studio Be LLC, Weber Salon Holdings LLC
Other Firms: Gast Johnson & Muffly
Confidential
Davis Graham & Stubbs
Client: Aqua-Hot Heating Systems, LLC
Team: Zach Detra, partner; Evan Williams, associate
Other Parties: Airxcel, Inc.
Notes: Airxcel, Inc. acquired 100% of the equity interests of Aqua-Hot Heating Systems, LLC.
Confidential
Davis Graham & Stubbs
Client: CTAP, LLC
Team: Matt Perkins, partner; Zach Detra, partner; Scott Turbeville, associate; Colin Roche, associate
Other Parties:
Sooner, Inc., a member of Marubeni-Itochu Steel Group
Other Firms: Porter Hedges
Notes: Sooner, Inc., acquired 100% of the equity interests of CTAP, LLC.
Confidential
Davis Graham & Stubbs
Client: Jayco Manufacturing, LLC
Team: Zach Detra, partner; Evan Williams, associate
Other Parties: Sage International, Inc., a portfolio company of Delos Capital
Notes: Sage International, Inc. acquired 100% of the equity interests of Jayco Manufacturing, LLC.
Confidential
Holland & Hart
Client: DirectNET, Inc.
Team: Amos Barclay, partner; Kenyon Redfoot, associate; Nate Davis, associate
Other Parties: Austin Hughes, Ltd.
Notes: Holland & Hart represented the seller in the sale of DirectNET, Inc., a provider of computer and server equipment and encryption software based in Boulder, to Austin Hughes, Ltd., a Hong Kong-based entity.
Confidential
Holland & Hart
Client: Votorantim Cementos North America
Team:
Chris Groll, partner; Arthur Hundhausen, partner; Kate Kalanick, associate; Dan Free, associate; Craig Willis, associate
Other Parties: United Materials Holdings LLC
Notes: Holland & Hart represented Votorantim Cementos North America in its acquisition of the assets of United Materials Holdings LLC, a ready-mix concrete, aggregates and building materials supplier based in Buffalo, New York
DEBT FINANCE:
$6,800,000,000.00
Gibson Dunn
Client: Fox Corporation
Team: Robyn Zolman, partner; Nicolas Dumont, associate; Meredith Ashlock, associate
Other Parties: Cahill Gordon & Reindel
Notes: Gibson Dunn represented Fox Corporation in connection with a $6.8 billion Rule 144A offering of senior notes consisting of $750 million of 3.666% Senior Notes due 2022, $1.25 billion of 4.030% Senior Notes due 2024, $2 billion of 4.709% Senior Notes due 2029, $1.25 billion of 5.476% Senior Notes due 2039 and $1.55 billion of 5.576% Senior Notes due 2049.
$1,500,000,000.00
Gibson Dunn
Client: Tenet Healthcare
Team: Robyn Zolman, partner; Aaron Adams, partner; Andrew Fabens, partner; Nicolas Dumont, associate; Thurston Hamlette, associate
Other Parties: Cahill Gordon & Reindel
Notes: Gibson Dunn represented Tenet Healthcare in connection with a $1.5 billion Rule
$450,000,000.00
Gibson Dunn
Client: Atmos Energy
Team: Robyn Zolman, partner;Bryan McCutcheon, associate; Nick Linke, associate
Other Parties: Shearman & Sterling
Notes: Gibson Dunn represented Atmos Energy in connection with a $450 million SEC registered offering of 4.125% Senior Notes due 2049.
$325,000,000
Holland & Hart
Client: DCP Midstream Partners LP
Team: Lucy Stark, partner; Adam Cohen, partner; Michael Dill, partner; Kit LeVoy, partner; Paige Coriden, associate; Sarah Haradon, of counsel; Leah Neumann, associate; Ryan Nichols, associate
Other Parties: Barclays Capital Inc., Citigroup Global Markets Inc.
Other Firms: Baker Botts
Notes: Holland & Hart represented DCP Midstream, LP in connection with the issuance of $325 million aggregate principal amount of 5.375% senior notes due 2025.
$32,885,000
Brownstein Hyatt Farber Schreck
Client: Calmwater Capital
Team: Ana Tenzer, shareholder; Suzanne Kalutkiewicz, consulting attorney
Notes: Brownstein represented the Calmwater Capital in making a senior mortgage loan of $23,847,158 and a mezzanine loan of $9,038,342 to complete construction of a future residential and commercial condominium project on the highline in New York City.
Confidential
Brownstein Hyatt
Farber Schreck
Client: KeyBank National Association
Team: Oveson, shareholder; Connor Hannagan, associate
Other Parties: PLM Asphalt & Concrete, LLC
Other Firms: Dickinson Wright
Notes: Brownstein represented KeyBank in an upsize term loan and revolving credit facility for PLM Asphalt & Concrete, LLC, an asphalt and concrete contractor.
Confidential
Brownstein Hyatt
Farber Schreck
Client: Lapis Advisers, LP
Team: Mark Oveson, shareholder; Sharon Caulfield, shareholder; Daniel Winer, Consulting Attorney; Tai Palacio, associate
Other Parties: Astria Health and its subsidiaries; UMB Bank N.A.; Banner Bank; Midcap Funding IV Trust
Other Firms: Butler Snow, Hopping Green & Sams, Waller Lansden Dortch & Davis
Notes: Brownstein represented Lapis Advisers, LP in a secured loan to Astria Health.
Confidential
Bryan Cave Leighton Paisner
Client: Live Power Intelligence Company NA, LLC
Team: Chris Hazlitt, partner; Stephanie Drumm, associate; Hannah Christian, associate
Other Parties: Yes Energy, Inc.; LPI NA Holdings, LLC
Other Firms: Faegre Baker Daniels, Frederickson & Byron
DISPOSITON:
$1,000,000,000
Shapiro Bieging Barber
Otteson
Client: Guaranty Bancorp
Team: Christian Otteson, partner; Kurt Leeper, partner; Bo Anderson, partner
Other Parties: Independent Bank Group, Inc.
Other Firms: Wachtell Lipton Rosen & Katz
Notes: Shapiro Bieging Barber Otteson represented Guaranty Bancorp, the holding company for Guaranty Bank and Trust Company, in its merger with and into Independent Bank Group, Inc., the holding company for Independent Bank. At $1 billion, this was believed to be one of the largest banking deals in the state.
$186,000,000
Davis Graham & Stubbs
Client: Environmental Materials, LLC and the Members of Environmental Materials, LLC
Team: Matt Perkins, partner; Drew Sultan, partner; Justin Taylor, associate; Justin Nyberg, associate
Other Parties: NCI Building Systems, Inc.; BB&T Capital Markets (financial advisor)
Other Firms: Debevoise & Plimpton (for NCI Building Systems, Inc.)
Notes: Davis Graham & Stubbs represented the Sellers in the divestiture of a national stone veneer manufacturer and installer.
$50,000,000
Berg Hill Greenleaf Ruscitti
Client: Confidential
Team:
Jared Crain, partner; Jim Fipp, partner; Jessica Pingleton, associate
Other Parties: Confidential
Other Firms: Greenberg Traurig
$10,250,000
Davis Graham & Stubbs
Client: Confidential
Team: Lamont Larsen, partner; Hayden Weaver, associate
Other Parties: Confidential
Notes: Davis Graham & Stubbs represented a seller in the divestiture of oil and gas properties.
$2,935,000
Davis Graham & Stubbs
Client: Confidential
Team: Lamont Larsen, partner; Brian Annes, associate
Other Parties: Confidential
Notes:
Davis Graham & Stubbs represented a seller in the divestiture of oil and gas properties.
$2,750,000
Hogan Lovells
Client: Westwater Resources, Inc.
Team: David Crandall, partner; Paul Hilton, partner; Lea Ann Fowler, partner; Janae Magee, attorney; Judy Lai, senior associate
Other Parties: Uranium Royalty Company
Other Firms: Sangra Moller, Bryan Cave
Notes: We advised Westwater Resources on the sale of a portfolio of royalties and third party debt instruments for $2.75 million, $500,000 of which was paid at signing and the remainder of which will be paid at the closing following the earlier of the URC’s IPO or June 30.
Confidential
Brownstein Hyatt Farber Schreck
Client: Van Law Food Products, Inc.
Team: Gino Maurelli, shareholder; Daniel Winer, consulting attorney; Brittany Bliffen, associate; Andrew Elliott, shareholder
Other Parties: Stir Foods, Inc., a portfolio company of Wind Point Partners
Other Firms: Reed Smith
Notes: Brownstein represented Van Law Food Products, a portfolio company of Encore Consumer Products, in its sale to Stir Foods, a portfolio company of Wind Point Partners.
Confidential
Ballard Spahr
Client: ClearDB
Team: Nathan Seiler, partner; Steven Suflas, partner; Mark Salsbury, partner; Steven Dupont, senior counsel; Edward Wegerson, senior counsel; Andrew Spruiell, associate; Conor Crawford, associate
Other Parties: Remote Database Experts (RDX)
Other Firms: Honigman
Notes: Ballard Spahr represented database-as-a-service provider ClearDB in its acquisition by RDX, one of the largest independent providers of managed database and cloud services.
EQUITY FINANCE:
Confidential
Berg Hill Greenleaf Ruscitti
Client: Avery Brewing Company, LLC
Team: Patrick Perrin, partner; Jared Crain, partner; Jessica Pingleton, associate
Other Parties: Spain’s Best Beers, Inc., d/b/a/Mahou US, Inc.
Other Firms: Hogan Lovells
Notes: Mahou US purchased a 40% stake in Avery Brewing, supplementing Mahou’s 2018 purchase of a 30% minority interest. The deal gives Mahou a 70% controlling interest in the Colorado craft brewery.
$25,000,000
Hogan Lovells
Client: McEwen Mining, Inc.
Team: David Crandall, partner; Judy Lai, senior associate; Chloe Chung, associate; Bill Nunn, associate
Other Parties: Roth Capital Partners, A.G.P./Alliance Global Partners, Maison Placements, Inc.
Other Firms: Ellenoff Grossman & Schole, Fasken Martineau DuMoulin
Notes: Hogan Lovells advised McEwen Mining on the registered offering of $25 million of common stock, warrants and subscription receipts. McEwen Mining was also represented by Bennett Jones and Polsinelli.
According to Hogan Lovells, this may be the first registered offering of subscription receipts in the U.S.
$1,100,000
Holland & Hart
Client: Kokopelli Outdoor, Inc.
Team: Michael Dill, partner; Morgan Liphart, associate; Leah Neumann, associate
Other Parties: Vigeo Investments
Other Firms: Brownstein Hyatt Farber Schreck
Notes: Holland & Hart represented Kokopelli Outdoor, Inc. in connection with a convertible note financing and a series seed preferred equity financing, raising approximately $1.1 million. Kokopelli specializes in designing and producing lightweight inflatable packrafts.
OTHER DEALS:
$1,600,000,000
Arnold & Porter
Client: Resolute Energy Corporation
Type of Deal: Merger
Team: Ron Levine, partner; Heather Ashour, associate; Ed Deibert, partner; Sarah Wilhelm, associate; Matt Dougals, partner; Sarah Grey, associate.
Other Parties: Cimarex Energy Co.
Other Firms: Akin Gump
Notes: Arnold & Porter advised Resolute Energy Corporation, a Denver-based independent oil and gas exploration and production company with principal operations in the Permian Basin area of the U.S., in its previously announced definitive agreement to be acquired by Cimarex Energy Co. in a cash and stock transaction valued at approximately $1.6 billion. On March 1, Cimarex completed its acquisition of Resolute.
$260,000,000
Perkins Coie
Client: MDU Resources Group, Inc.
Equity, Public Stock Offering
Team: Jason Day, partner; Jonathan Schulman, associate
Other Parties:J.P. Morgan Securities LLC and MUFG Securities Americas Inc.
Notes: Perkins Coie represented MDU Resources Group, Inc. in the establishment of its common stock at the market program.
$10,000,000
Holland & Hart
Client: Comrit Investments I, LP
Type of Deal: Tender Offer
Team: Amos Barclay, partner; Kenyon Redfoot, associate
Other Parties: KBS Real Estate Investment Trust II, Inc. and Steadfast Apartment REIT, Inc.
Notes: Holland & Hart represented Comrit Investments I, LP in its mini-tender offer for shares of KBS Real Estate Investment Trust II, Inc. and its mini-tender offer for shares of Steadfast Apartment REIT, Inc.
Confidential
Brownstein Hyatt Farber Schreck
Client: Encore Consumer Capital
Type of Deal: Investment
Team: Gino Maurelli, shareholder; Justin Hahn, associate; Charlotte Phelps, associate; Andrew Elliott, shareholder; Michael Freimann, shareholder; Connor Hannagan, associate; Tenley Oldak, shareholder; Noelle Riccardella, shareholder; Adam Segal, shareholder; Jay Spader, shareholder; David Spaulding, shareholder
Other Parties: Tourtellot & Co.
Other Firms: Duffy & Sweeney
Notes: Brownstein represented Encore Consumer Capital in its investment in Tourtellot & Co., a specialty distributor of high-quality fresh produce to grocery chains and independent retailers across the Northeastern United States.
Confidential
Brownstein Hyatt Farber Schreck
Client: Encore Consumer Capital
Type of Deal: Investment
Team: Gino Maurelli, shareholder; Matthew Nyberg, shareholder; Justin Hahn, associate; Cassidy Merriam, associate; Daniel Winer, Consulting Attorney; David Spaulding, shareholder; Esteban Morin, associate; Andrea LaFrance, associate
Other Parties: 4505 Meats Inc.
Other Firms: Davis Wright Tremaine
Notes: Brownstein represented Encore Consumer Capital in its investment in 4505 Meats Inc., a chef-driven brand of meat snacks that sells antibiotic-free pork rinds and cracklings.
Confidential
Ballard Spahr
Client: Square Roots
Type of Deal: Commercial Partnership
Team: Steven Dupont, senior counsel; Nathan Seiler, partner; Andrew Spruiell, associate
Other Parties: Gordon Food Service
Notes: Ballard Spahr represented urban agriculture firm Square Roots in establishing a strategic partnership with Gordon Food Service. The partnership deal, which closed in March, will bring Square Roots’ technology for growing fresh, local produce to customers of Gordon Food Service, which has distribution operations and 175 retail locations throughout the U.S.
Confidential
Hogan Lovells
Client: Oracle
Type of Deal: Naming rights and sponsorship agreement
Team: Craig Umbaugh, partner; Matt Eisler, partner; David London, partner; Niki Tuttle, partner; Ryan Adrian, Senior associate; Katy Raffensperger, Senior associate; Bill Nunn, associate
Other Parties: The San Francisco Giants
Other Firms: Covington
Notes: Hogan Lovells advised Oracle Corporation on its acquisition of the naming rights for the baseball stadium where the San Francisco Giants play. The park, previously named AT&T Park, has been renamed Oracle Park.
Confidential
Koenig Oelsner Taylor Schoenfeld & Gaddis
Client: Onyx Healthcare, Inc.
Type of Deal: Sale Transaction
Team: John Gaddis, partner; Ryan Sykora, attorney
Other Parties: Health Carousel Locum Network (Buyer)
Other Firms: In house counsel for Health Carousel