Big Deals: First Quarter

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 

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