Corporate Transactions
Management minority stockholders of a company with a favorable competitive position in distributing certain industrial equipment elected to purchase the balance of ownership in the company from its founder and majority stockholder following his decision to retire. KLM&R attorneys assisted in the negotiation, structuring and documentation of the successful redemption of the majority owner's stock, related covenants not to compete and financing documents.
The majority owner of a publicly-held company was disappointed with its market performance and limited access to the equity markets because of the lack of predictability of its revenue and earnings in a particularly cyclical industry. Because of the continuing demands on the company's resources to maintain its publicly-held status without realizing the anticipated benefits, the company determined to become privately-held. KLM&R designed a corporate merger in which the controlling shareholder retained ownership and the minority stockholders received cash for their shares at the value established by an independent appraisal. KLM&R then completed the required proxy statement and related disclosures under the SEC's "going private" rules, coordinated SEC staff review of the filing, and assisted in planning the proxy solicitation that resulted in stockholder approval of the transaction.
KLM&R attorneys assisted an oil and gas exploration firm with significant holdings in Eastern Europe in customizing a number of corporate governance measures designed to maximize stockholder value. The client was concerned that it might be an attractive take over target because the value of its potentially large oil and gas reserves were not fully reflected in NASDAQ National Market trading prices for its common stock. KLM&R prepared the necessary operative documents, drafted the proxy statement required to submit certain of the measures for stockholder approval, and implemented the measures following shareholder approval of all of the proposals.
KLM&R assisted a publicly-held natural resources firm in the sale of preferred stock in reliance on exemptions from registration under the Securities Act and then completed an expedited filing of a registration statement enabling investors in the financing to obtain immediate liquidity through the resale of common stock issued on conversion of the preferred stock.
KLM&R assisted a privately-held U.S. company establish and increase its equity ownership of a publicly-held Canadian corporation with mineral holdings and then assume control, notwithstanding the resistance of incumbent management. Thereafter, the two companies were combined. KLM&R structured the tax-free, cross-border acquisition and related spin-off of a passive income royalty stream into a trust of which the stockholders of the private domestic U.S. company were the beneficiaries. Stockholder approval of the transaction required the involvement of KLM&R attorneys in the preparation of a joint proxy statement and registration statement for both corporate constituents, the coordination of review by the SEC and corresponding Canadian authorities, and assistance in the proxy solicitation effort.
KLM&R advised a Nasdaq National Market client in combining with a privately-held company in a complimentary industry. KLM&R attorneys assisted in negotiating the acquisition agreement and were principally responsible for preparing the related combined proxy statement and prospectus that were used by both companies in obtaining shareholder approval and in coordinating SEC staff review of the proxy solicitation materials.
KLM&R assisted in structuring a consolidation of two publicly-held oil and gas exploration and production companies that, as part of the transaction, offered to acquire from numerous third parties fractional undivided working interests and interests in limited partnerships that owned interests in specific producing wells. The transaction was designed so that all stock issued to the owners of both corporate constituents as well as the working interests and limited partnership interests received stock that was registered under the Securities Act. KLM&R drafted the combination proxy statement, prospectus, and tender offer documents, coordinated review by the staff of the SEC, and closed the transaction after requisite stockholder and interest-owner approvals were obtained.
Concerned about the possibility of a take over attempt because of its consistent profitability and substantial cash balances, a Nasdaq National Market System-traded company sought to implement a number of defensive strategies. KLM&R attorneys suggested a variety of measures designed to maximize stockholder value, including a stockholder rights plan commonly referred to as a "poison pill," and prepared and obtained SEC staff review of a proxy statement that was used successfully to obtain stockholder approval required for the measures.
Working with a group with a business consolidation strategy, KLM&R attorneys structured and successfully completed the consolidation of a number of separately owned and operated healthcare industry businesses preparing for an initial public stock offering.
KLM&R represented a publicly-held bank in a successful rights offering of common stock to existing stockholders to enhance its capital and surplus to support growth and expansion. Following expiration of the rights subscription period, additional shares were offered to the public.
KLM&R represented a community bank that was acquired in a tax-free merger in which the stockholders of the bank received common stock of the NYSE multi-state bank holding company acquiror under a registration statement under the Securities Act.
KLM&R attorneys assisted a Nasdaq National Market client resisting a hostile effort to acquire the Company by implementing corporate defensive measures, launching an aggressive proxy solicitation and investor communications campaign, coordinating regulatory compliance, and challenging the bidder's efforts. Ultimately, the client negotiated an acceptable price approximately 50% higher than the bidder's initial offer.
Working with a management/ownership group, KLM&R attorneys structured and assisted in the acquisition of a minor league baseball franchise, sought and obtained ownership group and control interest transfer approval from the National Association of Professional Baseball Leagues, Inc., and the relevant minor league and negotiated with the host city for the construction and long-term lease of a permanent baseball stadium.
KLM&R represented a health and fitness equipment manufacturing and marketing concern in acquiring a similar enterprise and related manufacturing facilities.
As a result of recent changes to Subchapter S taxation rules that for the first time allow bank holding companies to apply for Subchapter S taxation treatment, KLM&R attorneys assisted a privately-held bank to successfully so elect in the first such election made in the Federal Reserve Bank of San Francisco's 12th District.
KLM&R represented a privately-held corporation engaged in offering computer desktop, client/server and production systems in a wide variety of computing environments to engage in a tax-free reorganization with a publicly-held company.