Deals, Wins & Successes

Attorneys at Durham Jones & Pinegar provided legal counsel in the following transactions:

Silver Run Acquisition Corporation II Merger Forms Combined Company Valued at Approximately $3.8 Billion

August 2017: Silver Run Acquisition Corporation II (“Silver Run II”) (NASDAQ: SRUN, SRUNU, SRUNW) announced that, subject to certain conditions, it has entered into definitive agreements to combine with Alta Mesa Holdings, LP (“Alta Mesa”) and Kingfisher Midstream, LLC (“Kingfisher”). Alta Mesa is an independent exploration and production company with assets located in the STACK play in Oklahoma. Kingfisher is a company engaged in the gathering, processing, and marketing of hydrocarbons in the STACK play (collectively, the “business combination”).

At consummation of the transaction, Silver Run II is expected to be renamed Alta Mesa Resources, Inc. and trade on the NASDAQ stock exchange under the ticker symbol “AMR”.

Shareholders Russell Smith and Elisabeth Calvert of Durham, Jones & Pinegar acted as legal advisor to Alta Mesa Resources, Inc. ARM.  The transaction is expected to close in the fourth quarter of 2017.

Congratulations to all involved!

Based in Houston, Texas, Alta Mesa is a leading pure-play exploration and production company focused on the prolific STACK play in the Anadarko Basin.  With approximately 120,000 contiguous net acres and about 4,200 gross identified drilling locations, Alta Mesa is among the largest and most active operators in the STACK.  Since 2012, Alta Mesa has drilled to total-depth 205 STACK horizontal wells, in order to further delineate and de-risk its approximate 300 square mile position in the up-dip oil window of the STACK. To date, Alta Mesa has completed 173 of these wells, with 167 on production.

SMITH & CALVERT ASSIST IN SECURING INAUGURAL $200MM CREDIT FACILITY

August 2017: Durham Jones & Pinegar Shareholders Russell K. Smith and Elisabeth Calvert served as legal advisors to Kingfisher Midstream, LLC (KFM), of Houston, TX, in securing inaugural $200 million credit facility to fund future growth of KFM.

KFM, a private gathering and processing midstream company, entered into the $200 million senior secured revolving credit facility with ABN AMRO Capital USA, LLC (“ABN AMRO”) as Administrative Agent, Book Runner and Lead Arranger.  East West Bank and Wells Fargo Bank, NA act as Syndication Agent and Documentation Agent, respectively. Proceeds from the revolving credit facility will be primarily used to fund capital expenditures, including completion of a new, under-construction 200 Mmcf/d cryogenic processing plant expected to be in service during the fourth quarter of 2017.

Smith and Calvert serve as co-chairs for the D|J|P Business & Finance Section. Congratulations to all involved!

D|J|P Successfully Represents Retiring Equity Owner in Restructuring Deal

Tom Taylor and Rachel Ortiz of Durham Jones & Pinegar recently represented the retiring equity owner of National Product Sales, Inc. in the restructuring of multiple subsidiaries and affiliated entities. The deal also included the transfer and sale of multiple parcels of real property in conjunction with the redemption / buy-out and retirement of a one-third equity owner in National Product Sales, Inc. (“NPS”).

NPS is a 40+ year old overstock merchandise wholesaler based in Salt Lake City, Utah.  Amount:  Confidential.  Closed April 2017.

Thomas R. Taylor is a shareholder in Durham Jones & Pinegar’s Salt Lake City office. He practices in the areas of mergers and acquisitions, corporate, securities, leveraged buyouts, restructurings and recapitalization, private placements, corporate finance, complex loan transactions, emerging growth and technology company representations, venture capital and private equity financings, technology licensing, corporate governance, and general business and corporate matters.

Mr. Taylor maintains an “AV” rating with Martindale-Hubbell, which is the highest rating awarded to attorneys for professional competence and ethics.

Rachel L. Ortiz, Associate, practices in the firm’s Business & Finance. She works on a variety of corporate and securities law matters, including mergers and acquisitions, entity formations, debt and equity financing, corporate governance, and other general matters of business law.

For more information, contact ttaylor@djplaw.com or call 801.415.3000.

Taylor, Tom Ortiz, Rachael

TRO and Preliminary Injunction in Utah’s Third District Court

In spring 2016, Kelly Nash and Kimberly Baum successfully obtained a TRO and Preliminary Injunction in Utah’s Third District Court for a large insurance/finance company precluding Defendants from raiding its marketing representatives throughout the US, which has caused in excess of a million in lost sales to the client.  Later that fall, Kelly and Kimberly concluded a declaratory judgment bench trial based on the live testimony of five and the proffered testimony of three witnesses on behalf of a large insurance agency, which resulted in a favorable settlement establishing terms of a non-compete agreement.

D|J|P Represents Bridge Investment Group Partners in Acquiring Fairlead Commercial Real Estate

November 2016 – Durham Jones & Pinegar recently represented Bridge Investment Group Partners, LLC in the successful acquisition of Fairlead Commercial Real Estate, LLC and Fairlead Capital Partners, LLC, for an undisclosed amount. With offices in Salt Lake City, New York, San Francisco, Orlando, and Hong Kong, Bridge is a leading manager of private equity investments in senior housing, multifamily and fixed income residential properties. D|J|P lawyers Joshua E. Little, Rick L. Guerisoli, and Niels A. Bybee represented the buyers.

Bridge is a SEC-registered investment advisor with $6.7 billion AUM. The principals have 25 years of successful investing experience in the multifamily, office, seniors housing and CRE-backed fixed income sectors. Bridge manages private equity funds, separately managed accounts, co-investments, and joint ventures.

Durham Jones & Pinegar is a leading law firm in Utah and Nevada. Super Lawyers Magazine has named D|J|P the No. 1 firm in Utah for its business and transaction law practice. With more than 90 attorneys, D|J|P offers a full spectrum of services in a variety of practice areas including: Business & Finance, Intellectual Property, Mergers & Acquisitions, Commercial Litigation, Bankruptcy, Employment, Tax Law, Estate Planning, Real Estate and more. For more information, visit www.djplaw.com.

DURHAM JONES & PINEGAR REPRESENTED MEISTERGUYS, LLC IN THE SALE OF SIX OF ITS FIVE GUYS RESTAURANTS

September 2016 – Durham Jones & Pinegar represented MeisterGuys, LLC, a franchisee of Five Guys restaurants based in Salt Lake City, in the sale of six of its Five Guys restaurants in the state of Oklahoma to an affiliate of Encore Enterprises, Inc. for an undisclosed amount.  Shareholders Jeff Jones and Elisabeth Calvert represented the client in the closing which took place on September 1, 2016.

DURHAM JONES & PINEGAR REPRESENTS WALKER EDISON IN FURNITURE COMPANY FINANCING TRANSACTION

July 2016 – Durham Jones & Pinegar, P.C. represented Walker Edison Furniture Company, LLC in connection with a $10,000,000 senior asset based revolving credit facility from KeyBank National Association and an aggregate of $6,500,000 in senior subordinated term loans from two of Eagle Private Capital, LLC’s investment funds, Eagle Fund III, L.P. and Eagle Fund III – A, L.P. (the “Credit Facility”). The Credit Facility refinanced existing debt previously provided to Walker Edison Furniture Company in 2015 by KeyBank and a mezzanine lender, and will provide additional capital to support the overall growth and working capital needs of Walker Edison Furniture Company. (Thomas R. Taylor, Rachael L. Ortiz)

Walker Edison Furniture Company is a Ready To Assemble furniture manufacturer based in Salt Lake City, Utah. For more information, contact D|J|P Shareholder Thomas R. Taylor at (801) 415-3000 or ttaylor@djplaw.com.

Durham Jones & Pinegar is a business-focused law firm with offices in Utah and Nevada. D|J|P represents businesses in corporate finance and capital market transactions and all aspects of mergers and acquisitions and other business and corporate transactions.

 

ZAGG Inc. Purchase of mophie Inc.

March 2016: Represented ZAGG Inc. (NASDAQ: ZAGG), a leading global mobile device accessories company, in connection with the structuring and $100 million+ purchase of mophie Inc., a manufacturer of premium mobile device accessories, including its category leading juice pack® cell phone battery cases and powerstation® external batteries. (Jeffrey M. Jones, N. Todd Leishman)

Crossfuze, LLC and Inergex Holdings, LLC Merger

March 2016: Represented Crossfuze, LLC in the structuring and sale in a partial asset purchase and partial capital contribution to Inergex Holdings, LLC. Purchase price undisclosed. (Thomas R. Taylor, Rachael L. Ortiz)

Sunroc Corporation

May 2013:  Durham Jones & Pinegar represented Sunroc Corporation in its acquisition of the assets of A-T Asphalt Paving, Inc., dba Southern Utah Asphalt, headquartered in St. George, Utah, and the assets of its related companies located in Washington County and Iron County, Utah.  Sunroc Corporation provides construction materials and services throughout the Intermountain West, including ready-mix concrete, asphalt, sand and gravel, masonry products, earthwork and site development work, utility construction, asphalt paving, demolition and trucking.  Amount undisclosed (Paul Durham)

ManagementPlus

June 2015: Durham Jones & Pinegar represented Salt Lake City-based ManagementPlus in its sale to Eli Global, LLC.  ManagementPlus is the leader in eye care, ophthalmology and optometry-specific EHR (electronic health records), practice management and optical shop management software. Headquartered in Durham, North Carolina, Eli Global is an international information and financial services company that acquires and invests in insurance and annuities, healthcare technology, media, market intelligence, certification, and associated businesses. The transaction amount is undisclosed. (Jeff Jones and Elisabeth Calvert).

Partnership Capital Growth Investors Acquires The Alaska Club

The Alaska Club_BlueOctober 2014: Represented private equity sponsor, Partnership Capital Growth Investors, in acquisition of The Alaska Club, Inc., a premier health and fitness club business with operations in Anchorage, Juneau and Fairbanks, Alaska, from an affiliate of Lincolnshire Management Inc. (Todd Leishman, Kevin Pinegar, Paul Durham, Elisabeth Smith and Spencer Critchett).

Uintah Engineering and Land Surveying

September 2014: Represented the founders and senior executive team of Uintah Engineering and Land Surveying (“UELS”) in connection with the sale of UELS by its private equity owners (Moelis Capital Partners, LLC; Moelis Capital Opportunity Fund I-A, LP; MCP I (UELS), LP; and MCP I (UELS) Holdings, LP) to Nepuels Holdings, LLC. Amount Undisclosed. (Tom Taylor)

Confluence/Bridgewater

August 2014: Represented Confluence Group, LLC and its wholly-owned subsidiaries (Ridgeline Equity Group, Inc. and Cleaners Closet, Inc.) in connection with the structuring and their sale to Aramsco, Inc. and its investment entities, ARI Acquisition Corporation and Aramsco-Aztec Acquisition Corporation. Aramsco, Inc. is a portfolio company of AEA Investors L.P. Amount Undisclosed. (Tom Taylor)

Confluence Group

8/1/2014: Durham Jones & Pinegar represented Salt Lake City-based Confluence Group, LLC, the owner of the Bridgewater family of companies (including Interlink Supply and Aztec Financial), in its sale to Aramsco, Inc., which is owned by AEA Investors LP. Confluence Group, LLC is one of the leading solution providers to the professional cleaning and restoration market in the United States. Aramsco, Inc. and AEA Investors LP were represented by the New York City-based law firm of Fried, Frank, Harris, Shriver & Jacobsen LLP. New Jersey-based Aramsco provides solutions to specialty contractors in the U.S., serving customers in numerous markets, including fire and water restoration;  hazardous material removal and handling; lead and mold abatement; and more. AEA manages investment funds in excess of $6 billion. The transaction amount is undisclosed. (Tom Taylor, Mark Astling, Rachael L. Ortiz, Spencer Critchett, Dade Rose, Russ Smith, Jason Nixon, Rick Hymas, Bret Randall and Jeff Jones.

Coldwell Banker Commercial

October 2013: Durham Jones & Pinegar represented a group of private investors in their acquisition of the Salt Lake City office of Coldwell Banker Commercial from New Jersey-based real estate company, NRT, for an undisclosed amount. (Paul Durham and Mark Astling)

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CAPROCK Group

November 2013: Durham Jones & Pinegar represented a group of investors affiliated with The CAPROCK Group in a private placement investment in Geopower Energy, LLC, a diversified renewable energy developer based in Utah.  The CAPROCK Group is a multi-family office providing wealth advisory services to its investor clients with locations in California, Washington, Idaho and in Park City, Utah. (Tom Taylor)

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Upturn Solutions

December 2013: Dematic acquired Upturn Solutions, Inc. for an undisclosed amount. Durham Jones & Pinegar represented Upturn Solutions in the transaction. Upturn Solutions provides Computerized Maintenance Management Systems. (Josh Little)

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Catalytic Holdings, LLC.

December 2013: Represented Catalytic Holdings, LLC, a holding company of specialist property catastrophe underwriting managers, in its acquisition of Western Re/Managers Insurance Services, Inc. and the property catastrophe business of Align General Insurance Agency, LLC. Amount Undisclosed.

KT Tape/KT Health, LLC.

January 2014: Represented KT Tape/KT Health, LLC, a leading producer of kinesiology tape & sports medicine products, in connection with the sale of a controlling interest to Boston-based Palladin Consumer Retail Partners. Amount Undisclosed.

Wencor, LLC

June 2014: Represented the founder and “rollover” equity owners of Wencor Group, LLC in connection with the sale of Wencor Group, LLC by its private equity owner (Odyssey Investment Partners, LLC) to Warburg Pincus. Amount Undisclosed. (Tom Taylor)

OrthodonticMarketing.net, LLC

March 2014: Represented OrthodonticMarketing.net, LLC in a private placement of member interests ($1,000,000).  The company provides marketing services for orthodontic practices by providing direct mail, video, website development, web-based delivery systems, monitoring and coaching of marketing staff of the client orthodontists, and related design and marketing services.

SecureAlert, Inc.

April 2014: Represented SecureAlert, Inc. in the acquisition of GPS Global Tracking and Surveillance System Ltd., an Israeli corporation that develops products for locating, tracking, tracing, monitoring and surveillance solutions of offenders, vehicles, facilities and human resources. Purchase price $7.8 million, paid in cash and securities.

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Godwin Manufacturing Co., Inc.

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Represented Godwin Manufacturing Co., Inc., the largest family-owned truck equipment manufacturer in the US, in its acquisition of substantially all of the assets of TESCO Williamsen and Williamsen Manufacturing, Inc.  Amount undisclosed. (Jeffrey Jones and Elisabeth Smith).