Leonard, Street and Deinard is proud to represent public companies with respect to their most important and challenging legal matters. The depth and breadth of our firm’s practice groups means we are able to provide advice across the business enterprise when and where legal services are needed. Our public company clients have regional, North American and global operations. A sample listing of public clients includes A. O. Smith Corporation, Alliant Techsystems Inc., Appleton Papers, Inc., Atlantic Power Corporation, Bristol-Myers Squibb Company, Canadian Pacific Railway Ltd., Eaton Corporation, Ecolab Inc., G&K Services, Inc., General Mills, Groupe Aeroplan Inc., Hickory Tech Corporation, Honeywell International Inc., H&R Block, Inc., JPMorgan Chase & Co., LodgeNet Interactive Corporation, Medtronic, Inc., Microsoft Corporation, NorthWestern Corporation, NRG Energy, Inc., Target Corporation, The Williams Companies, Inc., Two Harbors Investment Corp., Willis Group Holdings Limited, Black Ridge Oil & Gas, Inc. and US Bank.
We are particularly adept at advising public companies on SEC compliance matters and governance issues, as well as on their strategic transactions. We train our attorneys to think like business leaders. Our attorneys monitor our clients’ strategic initiatives and goals, industry trends and the SEC filings of their competitors. As a result, legal advice is not given in a vacuum, but rather is delivered in a business- and industry-specific context and is focused on providing results and proactive problemsolving.
We view cost savings as part of our mission. As part of this effort, we look ahead to potential changes in laws and regulations so that we can help our clients adapt in a volatile environment. Rather than sponsoring generalized, one-size-fits-all educational seminars, we meet with clients, often without charge, to explain new laws and regulations and map out an initial strategy to meet those challenges. We also produce and distribute four to six times annually a practical Securities Law Update that highlights helpful checklists and pointers.
We assist public companies in providing timely and accurate SEC filings. We proactively identify future reporting obligations well before the first draft of a report is prepared. We use our knowledge of our client’s business operations to prepare reports in a timely fashion and improve investor relations functions. We have comprehensive experience in all aspects of SEC reporting obligations. We distinguish ourselves from other law firms by having the same team that executes transactions also advise on SEC reporting obligations. We believe this not only provides efficiencies by leveraging knowledge learned from other legal matters but also aids in the process of avoiding surprises and in providing consistency of advice.
We regularly advise issuers on New York Stock Exchange, NASDAQ, NYSE Amex (formerly known as AMEX) and SEC governance requirements. We integrate this advice with our SEC compliance work to provide a seamless service where nothing is overlooked. We consult with audit committees on meeting applicable requirements and to address other accounting and auditing concerns. We also work with compensation committees through the annual compensation process and help guide their decisions so that they may be incorporated into a Compensation Discussion and Analysis that meets investor expectations.
We monitor potentially game-changing regulatory initiatives in areas such as “say-on-pay” and proxy access proposals and provide state-of-the-art advice on such topics. We evaluate and implement takeover defenses, including shareholder rights plans, and advise clients on practical strategies to prepare for and deal with activist investors.
Our attorneys are capable of executing a broad array of securities-related transactions. We have broad experience with secondary offerings, private investment in public equity transactions (PIPEs), convertible note issuances, private placements, medium-term note programs, Rule 144A transactions, Regulation S transactions and direct stock purchase plans. We regularly file registration statements for our clients, including shelf offerings and resale registration statements.
Our clients trust our Mergers and Acquisitions (M&A) practice group with their most important transactions, in Minnesota and throughout the world. We regularly advise on $3 billion to $5 billion of transactions each year. We have the requisite experience in corporate, securities, banking, finance, antitrust, labor, environmental, tax, employment and other areas to advise on routine and complex transactions. When necessary in contested transactions, our litigation attorneys are ready and able to protect our clients’ objectives.
Our broad M&A experience encompasses all transaction structures and types of representations. We are capable of handling mergers, stock purchases, asset purchases, exchange offers, tender offers, cross-border transactions, hostile bids, proxy contests, special committee representations, bankruptcy transactions, going private transactions, private equity transactions, and divestitures and spin-offs.
We assist our public clients in their banking transactions. Most significantly, our team members understand the expectations of both sides of the transaction in banking matters, having represented borrowers and lenders. Our experience includes negotiating syndicated credit agreements, mezzanine debt, letter of credit transactions, asset-backed financings and leasing transactions. Our team has significant experience in derivative contracts that often accompany these types of transactions, including interest rate swaps.
Representative experience involving public companies over the past several years includes the following transactions:
- We represented Two Harbors in a number of public common stock offerings totaling over $2 billion. We also represented them in their contribution of their portfolio of approximately 2,200 single family residential properties to Silver Bay Realty Trust Corp. (SBY) in exchange for $329,000,000 of Silver Bay’s common stock. The transaction occurred in connection with Silver Bay’s $245,000,000 initial public offering.
- We represented MEDTOX in an active auction process and merger agreement for sale to Laboratory Corporation of America Holdings (NYSE: LH) for approximately $250 million.
- We represented Groupe Aeroplan, Inc. (nka Aimia, Inc.), a Canadian public company, on U.S. law matters related to its $175.3 million acquisition of Carlson Marketing, Inc.
- We represented NorthWestern Corporation in its Rule 144A offerings and Regulation D private placements of first mortgage bonds aggregating $600 million.
- We represented Canadian Pacific Railway Ltd. in its acquisition of the Dakota, Minnesota & Eastern Railroad Corporation. The transaction involved a closing payment of $1.48 billion and potential earn-out payments of $1 billion. We also represented Canadian Pacific in its $63.5 million divestiture of its Latta Subdivision to The Indiana Rail Road Company, a subsidiary of CSX Corporation. We also represent Canadian Pacific in its leveraged leasing program.
- We represented HickoryTech Corporation in its $28 million acquisition of IdeaOne Telecom Group, LLC in Fargo, North Dakota, which closed in early March 2012.
- We represented LodgeNet Interactive Corporation in several transactions, including its $380 million purchase of On Command Corporation and its acquisition of StayOnline, Inc., a privately held high-speed Internet services provider to hotels, for $15 million and subsequent sale of business to Lowry Investment Partners. We also represented LodgeNet in its $225 million tender offer for its outstanding high yield debt, in its $65.2 million secondary offering and in connection with its $675 million syndicated credit facility.
- We represent G&K Services, Inc., in its acquisition program and have advised on approximately $97 million in transactions to date.
- We represented Black Ridge Oil & Gas, Inc. (formerly known as Ante5, Inc.) in a PIPE transaction consisting of private placement of common stock and warrants and a subsequent resale registration statement for shares issued in the offering with the SEC.
- We represented Aimia, Inc. on U.S. law matters in connection with its acquisition of Excellence in Motivation Inc. for $28 million.
- We represent Microsoft Corporation on intellectual property matters related to its acquisition, venture integration, business development and divestiture activities, including transactions in China, Switzerland, Australia, France, England and Israel.
- We represented Midwest Wireless in its sale to Alltel Wireless for $1.075 billion. We also successfully disposed of a right-of-first-refusal lawsuit brought to interfere with the sale, which case was tried in Delaware and won on an expedited basis. We also guided Midwest Wireless through the Hart-Scott-Rodino second request process and the related Department of Justice consent decree in connection with this transaction.
- We represented a Connecticut-based activist investor hedge fund in its threatened proxy contest that resulted in the replacement of the entire board of PW Eagle Inc., a Minnesota corporation.
- We represented Hector Acquisition Corporation in its $145 million acquisition of Hector Communications.
- We represented St. Cloud Wireless in the $312.5 million sale of its Northern PCS operating subsidiary to Sprint-Nextel.
- We represented Sherburne Tele Systems Inc. in its announced sale for $80.6 million to Iowa Telecommunications Services, Inc.
- We represented Computer Network Technology Corporation (CNT) in its $190 million acquisition of Inrange Technologies Corporation and in its sale to McDATA Corporation for $235 million. We also successfully disposed of a purported class action lawsuit brought to preclude the sale, which case was dismissed before discovery. We also represented CNT in its $102 million secondary offering and in its $150 million Rule 144A convertible note transaction.
- We represented Allianz in its $310 million sale of its life reinsurance business to Reinsurance Group of America, Inc., and its $140 million sale of its health products division to HCC Life Insurance Company.
- We represented Digital Cyclone in its acquisition by Garmin Ltd. for $45 million.
- We represented Granite Equity Partners, a private equity fund, with the sale of Atomic Learning, Inc. to Boathouse Capital and Renovus Capital Partners. We also assisted with the $23 million sale of UniqueScreen Media, to publicly held AccessIT.
- We represented Expanets, Inc., and its subsidiaries in the sale of Expanets’ consolidated assets to Avaya Inc. The transaction involved a vigorous auction in which Avaya Inc. replaced the original stalking-horse purchaser, Cerberus California, Inc. The aggregate purchase price was $152 million.
- We served as the special litigation committee for August Technology in connection with its $250 million merger transactions with Nanometrics Inc. and KLA Tencor Corporation.
- We represented Atlantic Power Corporation in its $85.5 million purchase of the Path 15 transmission line in California and in a $48.1 million secured bond financing.
- We represented Gryphics, Inc., in its acquisition by Cascade Microtech for $26 million.
Phone: 612.335.1500 Copyright © 1999 - 2013 Leonard, Street and Deinard