ADMITTED TO PRACTICE

• Utah
• Arizona
• Washington, D.C.
• United States Courts of Appeals for the Ninth, Tenth and D.C. Circuits

INDUSTRIES

• Financial
• Manufacturing
• Outdoor Advertising
• Technology
• Consumer Products
• Energy

PROFESSIONAL AND CIVIC ACTIVITIES

• Listed as one of the leading corporate and M&A lawyers in the United States in Chambers & Partners' issues of America's Leading Business Lawyers (2003-2010)
• Listed as one of the Top 75 Lawyers in the Mountain State Region by Super Lawyers (2009)
• Listed in the 2010 and 2011 Editions of The Best Lawyers in America in the specialties of Corporate Law and Mergers & Acquisitions Law
• Listed in Mountain States Super Lawyers magazine’s ranking of the top lawyers in the states of Utah, Nevada, Wyoming, Idaho and Montana
• Listed as one of "Utah's Legal Elite" by Utah Business magazine
• Vice-Chairman of the Board of Directors, MountainWest Capital Network (2009-2010)
• Member, Board of Trustees, Hale Centre Theatre (2009-present)
• Chairman of the Board of Directors, MountainWest Capital Network (2007-2008)
• President, MountainWest Capital Network (2005-2006)
• President, Utah State Bar Association, Securities Section (2003-2004)
• Chairman, MountainWest Capital Network, Utah 100 Program (2002 and 2003)
• Vice President, MountainWest Capital Network (1999-2003)
• Chairman, MountainWest Capital Network, Entrepreneur of the Year Program (2001 and 2002)

PUBLICATIONS

• "Assemblisng the 'Right' M&A Team," MountainWest Capital Network, 2010 Deal Flow Conference, May 2010
• Several articles for The Enterprise newspaper on M&A topics (2008)
• “Credit Facilities – 15 Issues Borrowers and Their Counsel Should Consider,” Utah State Bar Association Annual Meeting, July 2008
• "M&A Transactions Under Utah's New Fairness Hearing Statute," Utah Bar Journal, June-July 2003
• "Sex Discrimination Charges Made Easy," Utah Business, January-February 1994
• "Venture Capital Financing," Utah Business, December 1992-January 1993
• "New Utah Corporation Act," Utah Business, July 1992
• "Job Interviews - Questions Employers Can and Can't Ask," Utah Business, November 1991
• "Injury and Standing Under Section 16 of the Clayton Act - What Does Brunswick Require?" Arizona State Law Journal 769 (1986)

PRESENTATIONS

• "Headwinds" and "Tailwinds" in M&A Transactions, UBS Financial Services' 2010 Family Wealth Symposium, Colorado Springs, Colorado, September 2010
• "Preparing a Company for Sale or a Financing Transaction," MountainWest Capital Network, 2010, Deal Flow Conference, May 2010
• “Don’t Leave Money on the Table – Legal Considerations in Preparing Your Company for a Transaction,” October 2009
• “Navigating the Legal Minefield in M&A Transactions,” U.S. Bank M&A Conference, September 2008
• “Credit Facilities and Loan Agreements,” Utah State Bar Association Annual Meeting, July 2008 
• “Use of Insurance Products in M&A Transactions,” May 2008
• Panelist, "Going Private"/"Going Dark" and M&A Transactions,” MountainWest Capital Network, December 2006
• "Ethical Considerations in Securities Offerings and M&A Transactions," Utah State Bar Association - Securities Section Annual Meeting, August 2006
• "Dissecting the Purchase Agreement," Lorman Education Services, July 2006
• “Sarbanes-Oxley Act:  What You Need to Know Today,” Lorman Education Services, September 2005
• “Fundamentals of Acquisition Transactions in Utah,” Lorman Education Services, May 2005
• "Sarbanes-Oxley Act:  What You Need to Know Today," Lorman Education Services, September 2004
• "M&A Transactions Under Utah's 'Fairness Hearing' Statute," Utah State Bar Association - Securities Section, August 2004
• "M&A Transactions Under Utah's New ‘Fairness Hearing’ Statute," Mergers & Acquisitions Conference, November 2003
• "M&A Transactions Under Utah's New 'Fairness Hearing' Statute," General Counsel's Forum, May 2003
• "Regulation FD Seminar," 2000
• "Joint Ventures and Strategic Alliances,” Association for Corporate Growth, April 2003
• "Choice of Business Entities in Utah:  How to Do it Right," National Business Institute, September 1998
• "Road Map to an IPO," September 1998
• "Counseling the Small Business Client in Utah," National Business Institute, June 1998
• "Plain English Forum Review of New Securities and Exchange Commission Rules Seminar," 1998

PRIOR PROFESSIONAL EXPERIENCE

• Partner:  Holmes Roberts & Owen LLP (2002-2010); Dorsey & Whitney, LLP (2000-2002); LeBoeuf, Lamb, Greene & MacRae, LLP (now Dewey & LeBoeuf, LLP) (1995-2000)

REPRESENTATIVE CASES/DEALS

Selected IPOs/Secondary Offerings, Private Placement and Securities Transactions:

• Represented financial services company in $10 million private placement of securities issued by affiliated real estate holding company.
• Representing international distributor of personal care products in negotiating and structuring sale of securities and distributorship to parent company.
• Represented investor in structuring and organization of $20 million “distressed” real estate/REO fund.
• Represented international parts manufacturing and distribution company in structuring and issuance of class of non voting securities in anticipation of M&A transaction.
• Represented electronic components manufacturing and assembly company in structuring and issuance of preferred stock in advance of sale of company.
• Retained as special counsel on Utah corporate and securities matters in connection with $80 million IPO of medical device company.
• Represented privately held infant ventilator manufacturer in restructuring and conversion to become employee owned through ESOP.
• Represented operator of youth hospitals in disposition of certain properties.
• Represented conglomerate in disposition of storage unit properties.
• Represented $400+ million privately-held manufacturer in adoption of “phantom” stock plan.
• Represented privately-held medical devise manufacturer in a restructuring and stock buyback transaction.
• Represented English Language Learning and Instruction Systems, Inc. (ELLIS) in “Going Private”/”Going Dark” transaction.
• Cash tender offer of outstanding common stock of medical device manufacturer.
• Cash tender offer of all outstanding common stock of aircraft parts manufacturer.
• Issuer's counsel for initial public offering of Nu Skin Asia Pacific, Inc. (now Nu Skin Enterprises, Inc.) (registered simultaneously in the U.S. and Japan).
• Underwriter's counsel for initial public offering of American AirCarrier's Support, Inc.
• Underwriter's counsel for initial public offering of Granite Financial, Inc.
• Underwriter's counsel for follow-on offering for Granite Financial, Inc.
• Underwriter's counsel for initial public offering of Sport Haley, Inc.

Other securities offering transaction summaries available upon request.

Selected M&A Transactions:

• Represented web hosting company in $130 million sale to private equity/financial fund [transaction pending].
• Represented community bank in sale to private equity fund.
• Represented manufacturing and distribution company in $172 million sale to private equity/financial buyer.
• Represented solar energy company in sale to a publicly-held Madrid, Spain-based strategic buyer.
• Represented distributor in MLM company in sale of distributorship and contract rights.
• Represented manufacturing and distribution company in acquisition of specialty ball bearing distributor.
• Represented international distribution company in creation of equity incentive plan and issuance of restricted stock units to key employees in connection with M&A transaction.
• Represented manufacturing company in $20 million sale to financial buyer in auction transaction.
• Represented equipment manufacturing and distribution company in $25 million cash sale to European based, publicly-held strategic buyer.
• Represented purchaser of car wash equipment manufacturer and distributor.
• Represented selling shareholder in sale of travel agency.
• Represented buying shareholder in the take out of partner in advertising agency.
• Represented Zions First National Bank and Vectra Bank in debt financing of leveraged recap/LBO transaction of multi-state restaurant franchisee and operator.
• Represented wholly-owned subsidiary of publicly-held parent in restructuring and merger transaction.
• Represented public software company in sale to a British company through an auction process.
• Represented chain of car wash companies in restructuring transaction.
• Represented kitchen and bath cabinet company in restructuring transaction.
• Represented health care company in sale to Senior Bridge.
• Represented syndicate of lenders in a private equity fund-backed LBO of a manufacturer of products for the correctional institution market.
• Represented Zions First National Bank and KeyBank in debt financing of LBO transaction in consumer products company.
• Represented health care consulting business in sale of its assets.
• Represented purchaser in stock acquisition of manufacturer of in-flight entertainment and video systems.
• Represented aircraft parts distributor in acquisition of assets of aircraft modification and aviation services company.
• Represented manufacturer of infant ventilators in repurchase of issued and outstanding shares of common stock from research foundation affiliate of major university.
• Represented medical device manufacturer in repurchase of issued and outstanding shares of common stock from a institutional investor.
• Represented business valuation and advisory firm in sale of all of its assets.
• Represented acquirer of Coca-Cola distributorship and related real estate assets.
• Represented acquirer of window and door distributor.
• Represented aircraft parts manufacturer in merger involving a partially-owned subsidiary and buyout of minority shareholders.
• Represented Wencor West, Inc. in its acquisition of all of the outstanding shares of Aviation Sales Distribution Services Company.
• Represented westVista Advertising Services, LLC in the sale of all of its assets to TransWestern Publishing Company, LLC.
• Represented Cornerstone Capital Partners I, L.P. in its purchase of certain shares of Arcanvis, Inc. from a retiring shareholder.
• Represented Alpine Dental Laboratory, Inc. in the repurchase of all of the shares of one of its retiring shareholders.
• Represented Prince Perelson and Associates, LLC in the repurchase of all of the membership interests of one of its retiring members.
• Represented Talk2 Technology, Inc. in the acquisition of all of the outstanding membership interests of Renaissance Software, L.C.
• Represented Nu Skin Enterprises, Inc. in connection with the simultaneous mergers of its wholly-owned subsidiary NSC Sub, Inc. with and into Nu Skin Canada, Inc., Nu Skin Guatemala, S.A., Nu Skin Mexico, S.A., and Nu Family Benefits Insurance Brokerage, Inc.
• Represented Ten Bagger Incorporated in connection with the sale of all of its issued and outstanding shares to Ameritrade Holding Corp.
• Represented Wencor West, Inc. in connection with the reincorporation and merger of its subsidiary, Durham Aircraft Service, Inc.
• Represented Approved Quality Manufacturing, Inc. and Pangaea Services, Inc. in connection with their sale to ATK Acquisition Corp., a wholly-owned subsidiary of HEICO Aerospace Holdings.
• Represented I-215 Associates, LLC in connection with its acquisition of all of the assets of Mister Car Wash and Lube.
• Represented Water and Power Technology, Inc. in connection with its purchase of all of the issued and outstanding shares of Caropure Technology, Inc.
• Represented Kitco, Inc. in connection with the acquisition of certain assets of G.K.S., Inc.
• Represented Kitco, Inc. in connection with the acquisition of the remaining assets of G.K.S.
• Represented Assist Cornerstone Technologies, Inc. in its sale to Cayenta.com, Inc. in a cash and stock-for-stock transaction.
• Represented Mity-Lite, Inc. in its acquisition of Do Group, Inc. in a cash-for-stock transaction.
• Represented Mity-Lite, Inc. in its acquisition of Broda Enterprises, Inc. for cash.
• Represented Monroc, Inc. in its sale to U.S. Aggregates, Inc. in a cash-for-stock transaction.
• Represented Nu Skin Enterprises, Inc. in its acquisition of Nu Skin United States, Inc. and Nu Skin U.S.A., Inc.
• Represented Nu Skin Enterprises, Inc. in its acquisition of Big Planet, Inc.
• Represented Dentrix Dental Systems, Inc. in its stock-for-stock acquisition by Henry Schein, Inc.
• Represented Health Rider, Inc. in its sale to Icon Health & Fitness, Inc.
• Represented Enrich International, Inc. in connection with its leveraged recapitalization.
• Represented Inkley's Incorporated in its acquisition by Ritz Camera Centers in a cash-for-stock transaction.

Other M&A transaction summaries available upon request.

Selected Venture Capital and Private Equity Transactions:

• Represented general partner in structuring and formation of $100 million venture capital fund.
• Represented debt providers in $70+ million private equity fund-backed leveraged recap/LBO transaction of multi-state retailer.
• Represented syndicate of lenders in a private equity fund-backed LBO of a manufacturer of products for the correctional institution market.
• Represented venture capital fund in restructuring its investment in Metro Waste.
• Represented mezzanine lender in connection with investment in Metro Waste and private equity investment by Sorenson Capital Partners.
• Represented Zions First National Bank and KeyBank in connection with private equity investment by Sorenson Capital Partners in Leslee Scott, Inc.
• Represented FatPipe Networks in connection with its Series C venture capital financing.
• Represented Peterson Capital in connection with certain portfolio company investments.
• Represented Cornerstone Capital Partners I, L.P. in connection with its formation and certain portfolio company investments.
• Represented Cherokee & Walker, LLC in connection with certain of its portfolio company investments.
• Represented HealthCare Partners, I, LLC in connection with its formation.
• Represented iArchives, Inc. in connection with its Series A venture capital financing.
• Represented Talk2 Technology, Inc. in connection with certain of its venture capital financings and various strategic transactions.
• Represented Serius Corporation in the sale of Series A convertible preferred stock to Intermetrics, Inc., Novell, Inc., Crosspoint Venture Partners III, and The Cutler Group.

Other venture capital and private equity transaction summaries available upon request.

Selected Loan Transactions:

• Represented lender in connection with $5 million term loan to co-location company in advance of IPO.
• Represented lender in connection with $230+ million letter of credit transaction.
• Represented senior lender in take out of $12 million M&A line extended to software company.
• Represented bank lender in $3 millon subordinated loan to software company.
• Represented money center bank in series of loans and secured credit facilities aggregating approximately $25 million  to large communications company.
• Represented money center bank in $20 million secured credit facility to regional communications company.
• Represented non profit corporation on $6 million revolving line of credit and interest rate swap (transaction also included issuance of $45 million in variable rate demand revenue bonds).
• Represented privately held international distributor of personal care products in $40 revolving line of credit.
• Represented Satterfield-Helm in purchase of the Valley Fair Mall in West Valley City, Utah.
• Represented Satterfield-Helm in negotiating, structuring and financing a Costco Warehouse building in West Valley City, Utah.
• Represented CitiCorp USA in restructuring of two credit facilities with two affiliated entities based in Utah and Texas.
• Represented borrower in $27 million term loan from Bank of America and $3.2 million mezzanine loan from TriSail Capital Corporation to purchase a regional shopping mall.
• Represented chain of car wash facilities in the restructuring of existing credit facility with Zions First National Bank.
• Represented syndicate of lenders in a private equity fund-backed LBO of a manufacturer of products for the correctional institution market.
• Represented U.S. Bank in loan to purchaser of the Utah Blaze (an Arena Football League expansion team).
• Represented U.S. Bank in connection with a $500 million syndicated credit facility (consisting of a $325 million senior loan, a $75 million five year senior multi- currency revolver, and a $100 million term loan) to an international manufacturer of mining equipment.
• Represented U.S. Bank in connection with a $5.75 million loan to a manufacturer of construction equipment.
• Served as Utah counsel to NSG Holdings II, LLC in connection with a $160 million syndicated credit facility lead by JPMorgan Chase Bank.
• Represented Zions First National Bank and KeyBank in credit facility to Utah-based consumer products company.
• Represented Bonneville Las Vegas Corporation in connection with $160 million credit facility.
• Represented CitiBank in restructuring of credit facilities to Utah-based outdoor advertising company.
• Represented CitiBank in restructuring of credit facility to Texas-based outdoor advertising company.
• Represented CitiBank in amending credit facility (term loan and revolver) to Utah-based outdoor advertising company.
• Represented CitiBank in amending credit facility (term loan and revolver) to Texas-based outdoor advertising company.
• Represented property owner in restructuring of existing loan and loan on class A commercial office building.
• Represented chain of car wash facilities in credit facility with Zion’s First National Bank.
• Represented Wencor West, Inc. in connection with a revolving line of credit and term loan with Zions First National Bank.
• Represented I-215 Associates, LLC in connection with a term loan with Zions First National Bank.
• Represented Wencor West, Inc. in connection with the restructuring of a credit facility with Zions First National Bank.
• Represented The Viatican Fund, L.C. in connection with a line of credit from Transamerica Lender Finance.
• Represented The Viatican Fund, L.C. in connection with the issuance of convertible secured subordinated debentures.
• Represented Chequemate International, Inc. and BMCT, Ltd. in connection with a secured loan and stock pledge transactions with Zions First National Bank.

Other loan transaction summaries available upon request.

Miscellaneous:

• Represented manufacturing and distributing company in restructureing transaction in advance of sale to financial buyer.
• Represented software company in restructuring in advance of IPO.
• Represented lender in connection with $230+ million letter of credit transaction.
• Represented senior lender in take out of $12 million M&A line extended to software company.
• Represented bank lender in $3 million subordinated loan to software company.
• Represented money center bank in series of loans and secured credit facilities aggregating approximately $25 million to large communications company.
• Represented money center bank in $20 million secured credit facility to regional communications company.
• Represented non profit corporation on $6 million revolving line of credit and interest rate swap (transaction also included issuance of $45 million in variable rate demand revenue bonds).
• Represented privately held international distributor of personal care products in $40 revolving line of credit.
• Represented client in negotiating, structuring and documenting joint venture with Amtrak.
• Represented CORDA Technologies in venture debt financing transaction.
• Represented manufacturer of products to utility companies in an exclusive worldwide distribution agreement.
• On going representation of Intermountain Power Agency in connection with the construction and financing of a 950 MW coal-fired electric generating station in Central Utah.
• Represented privately-held educational institution in restructuring.
• Represented large family-held group of businesses in internal investigation and restructuring.
• Expert witness in Federal court on failed M&A transaction.
• Represented founders and principals in internal investigation involving in excess of $25 million in misappropriated monies by officers from a group of affiliated entities and restructuring of all entities.
• Represented independent directors of public company in internal investigation involving misappropriation of several million dollars by chief executive officer and restructuring of board of directors.