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CORPORATE/SECURITIES PRACTICE Our Philosophy Our approach to corporate and transactional representation is practical and business-oriented. We work with our clients to identify and to solve important business issues, not just legalistic ones. We offer extensive experience in complex mergers and acquisitions (both friendly and hostile), securities offerings and compliance issues, corporate finance, and counseling on sensitive corporate governance matters. We couple with that experience an unusual commitment to quick and efficient service, which includes lean staffing, so our clients receive the personal attention of our most experienced attorneys. Experience Our corporate and transactional attorneys gained their experience working for an array of public and privately held clients. Merger and acquisition clients have included First Reserve Corporation, DuPont, Tejas Gas, Titanium Metals, Willis Stein & Partners, Celestial Seasonings and NL Industries. Corporate finance, venture capital and securities offerings clients have included Alpha Natural Resources, Foundation Coal Holdings, Aquilex Corp. and Pine Mountain Oil & Gas (First Reserve portfolio companies), Gaiam, Aavid Thermal Technologies, Rocky Mountain Mezzanine Fund, New West Mezzanine, Tortoise Capital, Cheyenne Capital, OpenPeak, Radiospire and TransZap. Our corporate and transactional attorneys have structured and completed sophisticated transactions for these clients, and have worked on a wide variety of deals with or across the table from virtually every major national law firm. Representative Transactions Business Acquisitions and Dispositions · Financings and Securities Offerings · Other Transactions
2007 Acquisition by Alpha Natural Resources, Inc. of Arch Coal’s Mingo Logan Ben Creek mining complex ($40 million) (pending). Sale of Stratos International Inc. to Emerson Electric Company ($120 million) (pending). Sale of Aquilex Corp. (a First Reserve Corporation portfolio company) to Harvest Partners, LLC. Acquisitions by Platte River Ventures I, L.P. of Precision Machine Works, Inc., a Washington based provider of machining and assembly services to the aerospace industry; Aero Design & Manufacturing, Inc., an Arizona based provider of machining, design and engineering services to the aerospace industry; and a minority interest in Intrepid Mining LLC, the largest producer of potash in the United States. 2006 Merger of Fluent, Inc. (a Willis Stein & Partners portfolio company) with ANSYS, Inc. ($650 million in cash and stock). Acquisition by Alpha Natural Resources, Inc. of the Kentucky coal mining operations of Progress Energy, Inc. ($23 million). Acquisition by Platte River Ventures I, L.P. of Tell-Tool, Inc., a Massachusetts based manufacturer of machined aerospace components. 2005 Sale of ScissorTail Energy, LLC, an Oklahoma based natural gas midstream operator, to Copano Energy, LLC ($500 million). Sale by Aquilex Corp. of its Wheelabrator Air Pollution Control, Inc. to Siemens Power Generation, Inc. Acquisition by Aquilex Corp. of GE Energy and Industrial Services, Inc.’s Welding Specialty Services business. Acquisition by Alpha Natural Resources, Inc. of the Appalachian coal mining operations of the Nicewonder Coal Group ($300 million in cash and stock). Acquisition by Gaiam, Inc. of the assets of GoodTimes Entertainment via bankruptcy sale ($35 million in cash plus assumption of certain liabilities). 2004 Acquisition by Foundation Coal Corporation (a portfolio company of First Reserve Corporation and Blackstone Capital Partners) of RAG American Coal Holding (Illinois, Wyoming, Pennsylvania and West Virginia coal operations) from RAG Coal International AG ($1 billion). Acquisition of various Northern and Central Appalachian coal mining operations by Alpha Natural Resources, LLC (a First Reserve Corporation portfolio company). 2003 Sale by NaPro BioTherapeutics (now known as Tapestry Pharmaceuticals) of its worldwide generic injectable paclitaxel business to Mayne Group Limited ($71 million). Acquisition of Pine Mountain Oil & Gas, Inc. by a portfolio company of First Reserve Corporation ($81 million). Merger of Sterling Holding Company and Stratos Lightwave, Inc. ($60 million). Acquisition of the North American coal operations of American Metals & Coal International, Inc. by Alpha Natural Resources, LLC. Acquisition of Colorado MEDTech, Inc. by KRG Capital Partners ($63 million). Acquisition of controlling interest in Leisure Systems International, Ltd. (UK) by Gaiam, Inc. 2002 Acquisition of the Virginia coal operations of The Pittston Company and the coal operations of El Paso Corporation by Alpha Natural Resources, LLC. Leveraged acquisitions of Welding Services, Inc. and Wheelebrator Air Pollution Control, Inc. by Aquilex Services Corporation. Leveraged acquisition by Estes-Cox Corp. of Centuri Corp. Acquisition by Gaiam, Inc. of the minority interest in Gaiam.com. 2001 Acquisition by Gaiam, Inc. of Real Goods Trading Corporation ($8.7 million); asset acquisitions of Medical SelfCare and The Relaxation Company. Acquisition by Aquilex Services Corporation of C&W Fabricators, Inc. Merger of Ecrix Corporation and Exabyte Corporation. 2000 Merger of Celestial Seasonings, Inc. and The Hain Food Group, Inc. to form Hain Celestial Group ($330 million). Leveraged public company acquisition by Willis Stein & Partners of Aavid Thermal Technologies, Inc. ($360 million). Stock-for-stock acquisition of Worldbridge Broadband Services, Inc. by C-COR.net Corp. ($48 million). Representation of investment group led by Jay Precourt in the acquisition of natural gas midstream assets from Octagon Resources, Inc. Merger of Movieconnect, Inc. with S3D, Inc./ Reelpreviews.com. Acquisition by Self Care Holdings, Inc. of assets of Medical SelfCare. 1999 Management’s leveraged public company buyout of Kentek Information Systems, Inc. ($40 million). CompX International’s acquisition in The Netherlands of Thomas Regout Holding N.V. ($55 million) and acquisition of Chicago Lock Company ($10 million). 1998 NL Industries’ disposition of its rheological additives chemicals business to Elementis plc ($500 million). EchoStar Communications Corporation’s acquisition of the United States direct broadcast satellite business of The News Corporation Limited and MCI WorldCom. Inc. ($1.5 billion). Titanium Metals Corporation’s acquisition of titanium melting operations from Wyman Gordon Company and titanium castings joint venture with Wyman Gordon. Titanium Metals Corporation’s acquisition in Italy of the titanium business of Loterios, S.p.A. E.I. du Pont de Nemours and Company’s acquisition of Merck & Co., Inc.’s 50% interest in the DuPont Merck Pharmaceutical Company ($2.6 billion). 1997 Sale of Tejas Gas Corporation to Shell Oil Company and related post-closing management arrangements ($1.45 billion). NL Industries’ and affiliates’ sale to MAXXAM, Inc. of common stock acquired in open market transactions ($70 million). Asset Investors Corporation’s acquisition of its REIT advisor and acquisitions of real estate assets for AIC securities. Valhi, Inc.’s disposition of its Arby’s restaurant properties ($82 million). Forensic Technologies International Corporation’s acquisition of Bodaken Associates. Celestial Seasonings’ acquisition of Mountain Chai Company. Sale of Jet Plastica Industries, Inc., a privately-held manufacturer of plastic cutlery, to an investment group led by Trivest, Inc. 1996 Titanium Metals Corporation’s stock-for-stock acquisition of the global titanium operations of IMI plc ($200 million) and cash-for-stock acquisition of titanium manufacturing operations of Axel Johnson Metals, Inc. ($90 million). Liberty Media Corporation’s acquisition of a cable programming interest in Fit-TV. Medite Corporation’s disposition of its forest products businesses in separate transactions ($240 million). Fairmont Corporation’s stock and asset sale of its carpet underlay business to Leggett & Platt. 1995 Sterling Holding Company’s asset acquisition of Swiss Precision Products, Inc., a manufacturer of precision machine products. Celestial Seasonings’ asset acquisition of Botalia Pharmaceutical, a manufacturer and marketer of herbal supplements. Liberty Media Corporation’s acquisition of a 50% cable programming interest in the Faith & Values Channel, LLC. Liberty Media Corporation’s cable programming acquisition of the Americana Network. Valhi, Inc.’s investment in Waste Control Specialists LLC ($25 million). 1994 Sterling Holding Company’s asset acquisition of Semflex, Inc., a manufacturer of connectors for the aerospace and defense industries. Sale of Baroid Corporation, an oil field services company, to Dresser Industries, Inc.’s ($900 million stock).
2007 Radiospire Networks add-on Series B preferred stock financing. Repurchase by Gaiam, Inc. of shares held by Revolution Living, LLC. Private offshore offering by Springhouse Capital (hedge fund). Private offshore and onshore offerings by Caburn Capital (hedge fund). Investment by The Colorado College in private equity fund. 2006 Alpha Natural Resources, Inc. secondary offering ($298 million). Gaiam, Inc. secondary offering ($100 million). Platte River Ventures I, L.P. private equity fund formation ($75 million). Open Peak, Inc., Series C preferred stock financing. Radiospire Networks Series B preferred stock financing. Investments by Cheyenne Capital Fund in private equity funds. Investment by Tortoise Capital Resources Corporation in High Sierra Energy, LP. Investment by Alpha Natural Resources, Inc. in Gallatin Materials, LLC ($14 million). Investment by Caltius Partners III, LP and National City Equity Partners, Inc. in UHY Advisors, Inc. Investments by The Colorado College in various private equity funds. Private offering by Punch Card Capital (hedge fund). Private offering by Kingstown Partners (hedge fund). 2005 Alpha Natural Resources, LLC secured term loan and revolving credit facility ($525 million). Alpha Natural Resources, Inc. initial public offering ($645 million). Asian Energy Holdings, LLC (a First Reserve Corporation portfolio company) common stock investments in Asian-American Coal, Inc. ($53 million). Gaiam, Inc. PIPES offering with funds advised by Prentice Capital Management ($18.7 million). Investments by Cheyenne Capital Fund in private equity funds. Private domestic and offshore offerings by Gotham Select Fund and GVF (hedge funds). Private offering by Springhouse Capital (hedge fund). Radiospire Networks Series A preferred stock financing. Meritage Private Equity Fund, L.P. PIPES financing of Exabyte Corporation (lead counsel for investors) ($8 million). 2004 Alpha Natural Resources, LLC Senior Note offering ($175 million) and secured revolving credit facility ($175 million). Foundation Coal Corporation (co-counsel) initial public offering of common stock ($519 million). Foundation Coal Corporation (co-counsel) Senior Note offering ($300 million) and senior secured credit facility ($820 million). Follow-on equity investment by First Reserve Corporation and recapitalization of Aquilex Corp. Open Peak, Inc., Series B preferred stock financing. Shelf registration and PIPES offering by NaPro BioTherapeutics, Inc. (now known as Tapestry Pharmaceuticals, Inc.) 2003 Pine Mountain Oil & Gas, Inc. secured credit facility ($85 million). Mezzanine financing by NewWest Mezzanine Fund, Convergent Capital and Kansas City Equity Partners of ACT Teleconferencing, Inc. (subordinated debt and equity). Mezzanine financing by Rocky Mountain Mezzanine Fund II of CK Franchising, Inc. (subordinated debt and equity). Venture capital financing by Sterling Holding Company of Corona Optical Systems, Inc. Alpha Natural Resources, LLC coal reserves sale and leaseback transaction with Natural Resource Partners L.P. ($53 million). Senior secured bank facility, bonding facility and related private equity financing by Alpha Natural Resources, LLC in connection with its acquisition of various coal mining operations and reserves. 2002 Senior secured bank facility ($100 million), subordinated debt financing ($30 million) and related private equity financing by Aquilex Services Corporation in connection with its acquisition of Welding Services, Inc. Senior and subordinated debt financing and related private equity financing for Estes-Cox Corp. in connection with its acquisition of Centuri Corp. Follow-on equity investment by Willis Stein & Partners in Aavid Thermal Technologies, Inc.; Senior debt refinancing by Aavid. Organization of Open Peak, Inc., including Series A preferred stock financing. Follow-on venture capital investment in HomeSphere, Inc. TransZap, Inc.’s follow-on bridge and venture capital financing. Equity investment by Gaiam, Inc. in Conscious Media, Inc. Mezzanine financing by Rocky Mountain Mezzanine Fund II of Classic Events, LLC (subordinated debt and equity). 2001 Follow-on venture capital investment in HomeSphere, Inc. Follow-on venture capital investment in TransZap, Inc. Follow-on venture capital investment in Science, Inc. Public offering of Gaiam, Inc. common stock ($35 million secondary offering). Investments by the Public Employees Retirement Association of Colorado in DLJ Merchant Banking Partners III, DLJ Phoenix Equity Partners III, Highland Capital Partners VI and Joseph Littlejohn & Levy IV. Follow-on investment by Willis Stein & Partners and other coinvestors in Aavid Thermal Technologies, Inc. Mezzanine financing by Rocky Mountain Mezzanine Fund II of Educational Symposium (senior debt and warrants). 2002 Rule 144A private placement ($150 million), senior bank facility ($75 million) and private equity financing ($150 million) by Aavid Thermal Technologies in connection with Willis Stein’s leveraged acquisition of Aavid. Formation by Daniels Capital Partners of Catalyst Partners, L.P. and related investment by Daniels. Investments by the Public Employees Retirement Association of Colorado in DLJ Merchant Banking Partners III, Columbia Capital Equity Partners III, Spectrum Equity Investors IV, TCV IV, Cypress Merchant Banking, Charter Growth Capital II, Venture Strategy Partners II, Sprout Capital IX and Sequel III. Venture capital funding for The Patent & License Exchange, Inc. Mezzanine financings by Rocky Mountain Mezzanine Fund II, L.P. and other investors of Centerprise Advisors, Inc. (subordinated debt, warrants and preferred stock); New Concept Holdings Corp. (preferred stock and warrants) and Simplex Manufacturing Co. (subordinated debt and common stock). Science Incorporated’s private placement of preferred stock. Follow-on venture capital and friends and family investment in TransZap, Inc. 1999 Initial public offering by Gaiam, Inc. Venture capital investment in The Patent & License Exchange, Inc. by Ernst & Young, LLP. Investments by the Public Employees Retirement Association of Colorado in Goldman Sachs Special Opportunities Asia Fund L.P., Brentwood Associates Private Equity III, L.P., DLJ Phoenix Equity Partners III LP. Mezzanine financings by Rocky Mountain Mezzanine Fund II, L.P. of Pace-Edwards Company (subordinated debt and warrants); Atlas Holdings (subordinated debt and warrants) and Pacific Wireless (subordinated debt, preferred and common stock). Initial venture capital financing of TransZap, Inc. Initial structuring and financing of Omnivation LLC. Mezzanine financings by NewWest Mezzanine Fund of Confertech Systems (subordinated debt and warrants) and Controlled Products Services Corporation (subordinated debt and warrants). Science Incorporated’s private placement of common stock. 1998 Mezzanine financings by Rocky Mountain Mezzanine Fund II, L.P. of Diversified Metal Products (subordinated debt, common stock and warrants), Viastar Services Corporation (subordinated debt and warrants), Overland-Bolling Company (subordinated debt and warrants), Champion Industries (subordinated debt and warrants) and Caption Colorado (senior debt, warrants and equity). Mezzanine financing by Hanifen Imhoff Mezzanine Fund, L.P. of Siemann Educational Systems, Inc. (subordinated debt and warrants) in connection with an acquisition by Siemann; reorganization of Columbine Candy Company (preferred and common stock). Titanium Metals Corporation’s acquisition of convertible preferred stock of Special Metals Corporation to provide a portion of the acquisition financing for Special Metals’ purchase of Inco Alloys International ($80 million). Credit facility for Celestial Seasonings, Inc. with Key Bank ($22 million). 1997 Resecuritization of mortgage bond portfolio for Asset Investors Corporation through Bear Stearns & Co. ($70 million). Resecuritization of mortgage bond portfolio of Commercial Assets, Inc. through Paine Webber Incorporated ($77 million). Mezzanine financings by Hanifen Imhoff Mezzanine Fund, L.P. of Columbine Candy Company (Stephany’s Chocolates) (subordinated debt and warrants) Viastar Services Corporation (subordinated debt and warrants), International Composites Corporation (senior debt and warrants) and Giftco, Inc. (subordinated debt and warrants) in connection with leveraged buyouts. Venture capital investments by Titanium Metals Corporation in Titanium Memory Systems, TICOMP, Inc. and Ti•Pro, LLC. Investments by the Public Employees Retirement Association of Colorado in Blackstone Capital Partners III and HSBC Private Equity Fund 2. 1996 Rule 144A offering and related shelf registration statement by Titanium Metals Corporation, through Salomon Brothers Inc, of Convertible Preferred Securities ($200 million). Initial public offering of common stock by Titanium Metals Corporation ($380 million). Investment by the Public Employees Retirement Association of Colorado in DLJ Merchant Banking Partners II, L.P. Venture capital financing of Eichrom Industries, Inc., by Gary Comer, Inc. and ARCH Venture Partners. 1995 Mezzanine financings (subordinated debt and warrants) by Hanifen Imhoff Mezzanine Fund, L.P. in New Tech Tool, L.L.C., and National Metalwares, L.P., in connection with leveraged buyouts. Bridge financing (senior debt) for Eichrom Industries, Inc. 1994 Public offering of Celestial Seasonings, Inc. common stock ($14 million secondary offering). Private financing (preferred stock) of Eichrom Industries, Inc. 1993 Valcor, Inc.’s public note offering ($100 million). NL Industries, Inc. senior secured public note offering ($350 million). Term, revolving and acquisition multi-state secured credit facility for Trompeter Electronics, Inc. and Quality Components, Inc.
2007 Successful defense of Trico Marine Services, Inc. against proxy contest initiated by Newcastle Partners, L.P. 2005 Gaiam, Inc.’s strategic relationship with Revolution Living LLC, Steve Case and LIME Media (investments by Revolution Living in Gaiam and by Gaiam in LIME, various governance agreements and a series of cross marketing, distribution and promotional agreements). 2003/2002 Stewart R. Horejsi’s proxy contests in opposition to the management of First Financial Fund, Inc. 2001 Stewart R. Horejsi’s successful proxy contest in opposition to the management of USLIFE Income Fund, Inc. relating to selection of investment adviser. 2000 Successful defense of Colorado MEDTech, Inc. to hostile takeover attempt by HEI, Inc. E-commerce joint venture between Gaiam, Inc. and Whole Foods Market, Inc. relating to Gaiam.com and WholePeople.com. Japanese e-commerce joint venture among The Patent & License Exchange, Inc., SOFTBANK Finance Corporation and ITOCHU Corporation DuPont Pharmaceutical Company’s strategic alliance with Barr Laboratories, Inc. Representation of investment group led by First Analysis Venture Capital in the acquisition of the minority interest of Enron Renewable Energy Corporation by Enron Corp. Stewart R. Horejsi’s successful proxy contest in opposition to the management of USLIFE Income Fund, Inc. relating to Fund investment policy changes. 1999 NaPro BioTherapeutics, Inc.’s (now known as Tapestry Pharmaceuticals, Inc.) strategic alliance with Abbott Laboratories for the development of Paclitaxel formulations, including equity investment, development funding, and product development and sales milestones ($68 million). Stewart R. Horejsi’s proxy contest in opposition to the management of USLIFE Income Fund, Inc. 1998 Cortech, Inc.’s proxy contest in connection with the election of Cortech directors. Stewart R. Horejsi’s successful proxy contest in opposition to the management of Preferred Income Management Fund, Incorporated. Partitioning of The Harold C. Simmons Family Trust in connection with the settlement of fiduciary litigation (corpus valued at approximately $1 billion). 1997 Formation of Rocky Mountain Investment Advisors, LLC in connection with the formation of a mezzanine investment fund. Joint venture between The Amalgamated Sugar Company and an agricultural cooperative, Snake River Sugar Company ($250 million). Reorganization of Sterling Holding Company in connection with the leveraged buyout of Fairchild Semiconductor by Citicorp Venture Capital and other investors. Restructuring of senior notes issued by Valcor, Inc. through combined tender offer and consent solicitation ($100 million). Formation of dual resident joint venture between Titanium Metals Corporation and Valinox Welded S.A. for the manufacture and sale of titanium welded tubes. 1996 Representation of management of Community Health Systems in connection with the leveraged buyout by Forstmann Little & Co. ($1.3 billion) 1995 Negotiation of joint venture involving silver recycling for American Steel Wool Manufacturing. 1994 Spin-off of Tremont Corporation by Valhi, Inc. Marketing joint venture in Mexico for Celestial Seasonings, Inc. | |
