Represented Canadian gold mining company in its public company reporting obligations under the Securities Exchange Act of 1934.
Representation of 68 issuers of securities in multi-state private offerings under Regulation D of the Securities Act of 1933, with an aggregate value of issued securities in excess of $268 million. Industry sectors have included real estate, oil and gas, mining, wind and solar energy, software and medical technologies. Examples include:
- 8 private equity offerings totaling $8.1 million in the multi-unit residential real estate sector.
- 32 private equity offerings totaling over $33 million in the commercial/industrial real estate sector.
- 8 private equity offerings totaling over $190 million in the oil and gas exploration and development sector.
- $10 million private placement in company building carbon composite aircraft.
- $6,000,000 private placement in wind energy company.
- $2,000,000 private placement in medical discount card company.
- Private placement of $5 million of securities of Australian software company under Rule 506 and Regulation S with protective disclosure memorandum. Represented issuer in U.S. securities matters.
Negotiation and drafting of mandate letter, term sheet, and loan documents for $66 million loan facility from Macquarie Bank to an overseas oil and gas exploration and production company, secured by overseas reserve-based collateral. Represented borrower’s manager, in coordination with co-counsel in other firms.
Negotiation and drafting of loan documents for credit facility between domestic oil and gas production company and Merrill Lynch Capital, as lead arranger, with initial borrowing base of $70 million and a total commitment amount of $200 million. Represented borrower with co-counsel.
Negotiation and drafting of loan documents for amendment to credit facility between domestic oil and gas production company and BNP Paribas, as lead arranger, with total commitment amount of $30 million. Represented borrower with co-counsel.
Standby letter of credit in the amount of $16,560,000 and corresponding Thai bank guaranty, each issued by HSBC and securing work program obligations under Thai oil and gas concession. Represented Thai oil and gas company requesting issuance of same.
Mergers and Acquisitions
Stock sale of privately owned oil and gas company, pipeline company, and related assets valued at approximately $800 million to Canadian corporation. Represented seller.
Asset sale of coal mine and reserves valued at approximately $100 million. Represented seller.
Stock sale of copper mining company valued at approximately $38 million. Represented seller.
Asset sale of oilfield rig servicing company valued at approximately $63 million. Represent seller.
Reverse triangular merger valued at approximately $80 million of Colorado bank holding company with a subsidiary of an out-of-state bank holding company. Represented Colorado bank holding company.
Asset sale of three oil and gas fields in California valued at $18 million. Represented seller.
Stock sale of privately held computer software company valued at approximately $10 million. Represented seller.
Investment valued at $10.3 million in membership interests of Delaware limited liability company with Thai subsidiary. Represented investors.
Investment of approximately $3.5 million in franchisee of Sola Franchise Corporation. Represented investor.
New Market Development Tax Credit investment valued at approximately $6.2 million in New York manufacturing company. Represented investor.
Reverse triangular merger of Colorado road construction business being acquired by Pennsylvania-based public road construction business. Represented target.
Stock purchase valued at approximately $3 million of commercial real estate company holding interests in 16 commercial real estate properties. Represented purchaser.
Stock purchase valued at approximately $3 million of outdoor sign company. Represented purchaser.
Asset purchase of intellectual property of a chain of three brew pub restaurants in New England. Represented Purchaser.
Asset purchase of plastics distribution business valued at approximately $1 million.
Sale valued at approximately $850,000 of 50% of the stock of an S-corporation and 50% of the membership interests of an affiliated LLC to facilitate exit of one of two founders of technology services company. Represented seller.
Early-round investment valued at $400,000 in convertible note and second-round investment valued at $100,000 in stock of a Dutch software company with an Australian subsidiary operating company in the SMS test messaging industry. Represented investor.
Early round investment valued at $450,000 in software start-up company’s convertible preferred stock, with associated investor rights agreement and software license agreements. Represented investor.
Investment valued at approximately $100,000 in 911 software start-up company and affiliated LLC. Represented Investor.
General corporate counsel to natural gas exploration and development company with operations within the Kingdom of Thailand. Representation includes drafting and review of farmout agreements, gas sales agreements, joint operating agreements, drilling contracts, and oilfield services agreements.
General corporate counsel to biodiesel production and marketing company, and assistance to same in connection with investment in Missouri biodiesel processing plant and related biodiesel tolling agreement.
Preparation of private placement memorandum of nationally-known wind and solar energy company in connection with $6 million private offering. Represented issuer.
Investment valued at $4.1 million in governmental natural gas concession in the Kingdom of Thailand. Represented investors.
Investment of approximately $2 million in licensee of Peruvian oil and gas exploration concession. Represented investor.
Sale and transfer of operatorship of oil and gas exploration and production licenses in Trinidad and Tobago. Represented seller.
Purchase and import of $1 million of oilfield electric generating equipment from Spain to the United States, and subsequent refurbishment of the same. Represented purchaser.
Purchase, valued at $2.1 million, of membership interest in limited liability company holding Thai oil and gas concessions. Represented Investor.