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Corporate and Securities
In addition to representing clients in connection with a broad array of general corporate and transactional matters, Durham Jones & Pinegar offers specialized services in the corporate finance, mergers and acquisitions and securities law area. Specifically, representation has included a variety of venture capital and other types of financing transactions including private placements of debt and equity securities, registered public offerings of securities, mergers and acquisitions, follow-on and secondary offerings of securities, private placements to institutional investors followed by registered public resales of privately placed securities, preparation and filing of reports required under the Securities Exchange act of 1934, listing on national and regional stock exchanges and general corporate administrative and commercial transactions.
The Firm has advised clients in transactions valued in the aggregate in excess of $5.0 billion. A summary of the types of significant transactions in which lawyers of the
Firm acted in a lead or supporting counsel role include the following:
- Acquisitions or sales of manufacturing, industrial and service businesses such as multi-location supermarket operations and consumer products companies, with transaction values aggregating in excess of $1,000,000,000.
- Acquisitions or sales of technology companies for combined consideration (cash and securities) in excess of $750,000,000.
- Institutional lending (including construction financing) transactions totaling in excess of $2,000,000,000.
- Private securities offerings of debt and equity securities raising proceeds in excess of $750,000,000
- Public securities offerings of debt and equity securities raising proceeds in excess of $400,000,000.
We recently acted as counsel in the following representative transactions:
- Represented the selling shareholders of a private Utah-based consumer products company for consideration in excess of $490 million.
- Represented the shareholders of Seagull Book and Covenant Communications in connection with their sale to Deseret Book Company.
- Represented a private developer of integration software products in connection with its $75,000,000 acquisition by a large multi-national publicly traded software company.
- Represented the issuer in connection with a series of transactions for the sale of more than $50,000,000 of convertible preferred stock to four separate investors and the subsequent registration with the Securities and Exchange Commission of the common stock of the issuer into which the preferred stock was convertible.
- Represented BriteSmile, Inc., a publicly-traded, international provider of teeth-whitening systems, in connection with the $35 million sale to Discus Dental, Inc. of its associated center business, consisting of offering teeth-whitening procedures and products through more than 5,000 existing independent dental offices.
- Represented BriteSmile, Inc. in connection with the sale of $20,000,000 of convertible debentures and warrants to eleven separate investors and the subsequent registration with the Securities and Exchange Commission of the common stock of the issuer into which the debentures were convertible.
- Represented MB Media Group, Inc., a St. George, Utah company, in connection with the sale of all of its radio station holdings, to Cherry Creek Radio, a national multimedia holding company.
- Represented Dynatronics Corporation, a Nasdaq-traded company engaged in the business of medical and physical therapy supply manufacturing and sales, in the simultaneous acquisition by merger of 6 independent medical supply companies.
- Represented selling shareholders of Crownline Boats, Inc. in a private equity sale to Pouschine Cook Capital Management.
- Represented nCoat, a private company that recently merged into a public shell, in connection with its purchase of approximately $12,000,000 of convertible notes and warrants.
- Represented Mercury General Corporation, an NYSE-listed national insurance company, in the divestiture of its Texas insurance agency business.
- Represented Mad Catz Interactive, Inc., a leader in innovative video game entertainment accessories, in its acquisition of Take-Two Interactive Software, Inc.'s Joytech accessory business.
- Represented Align Financial Group, Inc., an insurance holding company in Southern California, in its acquisition by James River Group, Inc., a Nasdaq traded insurance holding company.
- Represented CirTran, a publicly-traded company, in connection with the sale of convertible debentures in the amount of approximately $10,000,000 to two entities.
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