Corporate Finance & Business Transactions

Cairncross & Hempelmann’s Corporate Finance & Business Transactions practice consists of business people who practice law

Each focused on ensuring not only the most effective and efficient legal protections for our clients, but also appropriate business solutions. Whatever the project, our focus is always to provide practical, thoughtful advice and help our clients reach their goals.

 

Value Added

Whether paralegal, associate, or partner, our goal is to add value to all projects on which we’re working. Appropriate solutions implemented in a manner most efficient to the client, but born of the business acumen of partners who have seen it all over 20, 30 or 40 years of practice. We take our relationship with our clients seriously. We get to know owners and managers, we learn their businesses, and we work with them to efficiently bring their plans to fruition.

Mergers & Acquisitions

Our M&A practice is creative and resourceful.  Because we have broad experience on both the buy-side and the sell-side, we can look at each deal with an eye towards the “exceptions,” not necessarily the “rule.” Our approach allows us to effectively handle small asset sales (which otherwise might get no legal review) and transactions valued at hundreds of millions (which tend to get quite a bit of legal review). More recently, our Bankruptcy and M&A teams have become regular partners in serving clients who are buying and selling in a bankruptcy or workout setting.

Public Securities Compliance and Transactions

Our practical and efficient approach carries through to our public securities practice.  We assist public companies with complex financing transactions and acquisitions, as well as more routine securities law reporting requirements.  We keep abreast of the latest in securities compliance issues, and we work with our clients to implement effective mechanisms to reflect new regulatory environments.  We advise on corporate governance best practices for the boards of directors and management of our public clients, and we also assist our clients with equity incentive plans and executive compensation issues.

Emerging Companies

The combined efforts of our corporate and technology transactions attorneys provide emerging companies a legal foundation from which to accelerate day-to-day operations and securely proceed through key corporate events. The emerging companies we serve benefit from our ability to apply deep expertise to their needs with a pragmatic and cost-effective approach. In serving these clients, we bring to bear a range of skill sets from within the corporate group, as well as elsewhere within the firm, to manage events and issues, such as entity formation, equity compensation, private placements, technology strategy and licensing and employment.

Angel and Venture Financings

As with our M&A practice, our private financing skill set reflects both investor and company representation. Additionally, as the markets have changed over the years, our attorneys have become skilled at all levels of private financings, from “friends and family” start-up financing to venture transactions with national venture funds and private equity groups. Our experience in this area also reflects representations of funds which are formed to make an investment in another company. These funds reflect attributes of both angel and venture financings.

Institutional Debt Financing

We actively assist our business clients in negotiating traditional institutional loans, mezzanine financings, revenue bond financings, as well as offerings of debt securities. We are experienced in representing lenders and borrowers and regularly deal with issues related to collateral, subordination and securitization present in many of these transactions. This practice includes transactions in the following areas:

  • Mergers and Acquisitions
  • Private Offerings
  • Venture and other Strategic Financings
  • Public Offerings
  • Securities Compliance
  • Board Counsel
  • Supplier and Customer Contracts

Of course, tax strategies are a critical element in all of the foregoing matters.

Attorneys in the Corporate Finance & Business Transactions group have represented clients in the following transactions:

  • Negotiated $650,000 convertible debt financing and $5 million Series A Preferred Stock Offering for Scayl, Inc.
  • Negotiated $350,000 convertible debt offering for Garlic Jim’s Franchise International Inc.
  • Negotiated $10 million equity line of credit and prepared and filed Form S-1 registration statement with SEC for Legend Oil and Gas.
  • Negotiated $500,000 Series A Preferred Stock Offering for Dreamclinic.
  • Negotiated $3.5 million Series A-1 Preferred Stock Offering for Perlego.
  • U.S. counsel for Canadian public company spin-out transaction and cross-border private equity financings for Eagle Plains / Yellowjacket Resources.
  • Closed $8.75 million senior credit facility for telecommunications company for Allen’s TV Cable / CoBank.
  • Closed $10 million senior credit facility for telecommunications company for Mashell Telecom / CoBank.
  • Negotiated $45 million Series A Preferred Stock Offering for a life sciences company with lead investors TPG Biotech and Fidelity Biosciences for Ultragenyx Pharmaceutical.
  • Negotiated life sciences company in $400 million collaboration and licensing agreement with Bristol-Myers Squibb (NYSE:BMY) for Kosan Biosciences.
  • Negotiated $1 million Series A Preferred Stock Offering for BubbleDeck North America, Inc.
  • Formed private equity fund and negotiated investment in media services firm for GoTV Investment Fund.