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Mergers & Acquisitions

In recent years, Davis Graham & Stubbs LLP lawyers have handled billions of dollars in domestic and international mergers and acquisitions transactions, including public and private company mergers, acquisitions, divestitures, spin-offs, minority investments, and complex joint ventures. Our M&A team represents public and private companies, closely-held businesses, founders, investors, private equity firms, family offices, and special committees of independent directors in structuring, negotiating, and executing M&A transactions across a broad range of industries, including energy, mining, materials, manufacturing, financial services, real estate, hospitality, and technology.

We work closely with our tax lawyers to analyze and structure transactions to obtain the optimal tax treatment of the transaction and the go-forward structure of the combined entity. We bring in the expertise of our real estate, environmental, intellectual property, employee benefits, cybersecurity, technology, and other specialty lawyers as needed to complete the transaction.

Our M&A lawyers also advise publicly held companies on structuring takeover defenses, including provisions in governing documents, poison pills, and preferred stock plans. We use this experience to provide assistance to potential bidders and targets in hostile transactions, including proxy contests and tender offers.

Representative Experience

  • Angelina Forest Products, the operator of a lumber mill in east Texas, in connection with its 2021 acquisition by West Fraser Timber Co. Ltd. for approximately $300 million.
  • Brannan Sand and Gravel Co., LLC, in the acquisition of Ready Mixed Concrete Co., a division of Boral Limited (ASX: BLD).
  • Copley Equity Partners, LLC, a private investment firm, in its investment in Spend Matters, LLC, a proprietary tech-enabled data platform that drives and optimizes the strategic technology procurement decisions across the global procurement, finance, and supply chain technology ecosystem.
  • CoralTree Hospitality Group LLC in its acquisition of the β€œMagnolia” hotel brand and related assets.
  • Crescent Point Energy U.S. Corp. and Crescent Point Energy Corp. in the $525 million divestiture of all of their oil and gas assets in the Uintah Basin, located in Utah. The transaction covered approximately 3,500 wells and 15,000 leases.
  • DMC Global Inc., a diversified holding company, in connection with its acquisition of a 60% controlling interest, valued at $475 million, in Arcadia Inc., a leading single-source supplier of architectural building products.
  • Estancia Capital Partners in a series of investments including the strategic capital investment in Equinox Alternative Investment Services, the equity investment in Sustainable Growth Advisors, and the growth capital investment in Spruce Private Investors.
  • Gold Resource Corporation in connection with its 2021 acquisition of Aquila Resources Inc. (TSX: AQA).
  • J.M. Huber Corporation, the operator of CP Kelco, Huber Engineered Materials, Huber Engineered Woods and Huber Resources Corp, in connection with its acquisition of Natural Soda LLC, a producer of sodium bicarbonate.
  • Kodiak Building Partners, a building materials distribution and services company, in connection with numerous acquisition and financing transactions in the building materials and construction industries.
  • Kinross Gold Corporation and its subsidiaries in the acquisition of a 70% interest in the Peak Gold project in Alaska from Royal Gold, Inc. and Contango ORE, Inc. for total cash consideration of $93.7 million.
  • KSL Capital Partners in its $32 million acquisition of the Blue Mountain Ski Resort in Pennsylvania.
  • Newmont Corporation (NYSE: NEM), a leading global gold company, in connection with numerous acquisitions, dispositions and joint ventures, including its:
    • Nevada joint venture with Barrick Gold Corporation (TSE: ABX), which combined Barrick's and Newmont’s respective mining operations, assets, reserves, and teams in Nevada to create the world’s largest gold mining complex.
    • Acquisition of the Cripple Creek and Victor gold mine from AngloGold Ashanti Limited (NYSE: AU) for $830 million plus a royalty.
    • Sale of the Midas mine and milling operation to Klondex Mines Ltd. for $83 million.
  • Ovintiv (formerly Encana Corporation) in connection with the disposition of its oil and gas assets in the DJ Basin (2015 – $900 million), Piceance Basin (2017 – $735 million), San Juan Basin (2018 – $480 million), Anadarko Basin (2019 – $165 million), and Eagle Ford Basin (2021 – $880 million).
  • PDC Energy, Inc. in its transformative $1.7 billion public company merger with SRC Energy, Inc.
  • Pershing Gold, in connection with its merger with Americas Silver, a publicly-traded Canadian Corporation.
  • Pinto Valley Mining Corp., as the buyer, and Capstone Mining Corp. (TSX: CS), as guarantor, in the acquisition of the San Manuel Arizona Railroad Company and Pinto Valley Mining Operation from BHP Copper Inc. for $650 million in cash.
  • QVT Financial LP in connection with rare earths producer MP Materials’ $1.47 billion merger with Fortress Value Acquisition Corp., a special purpose acquisition company. QVT is a part-owner of MP Materials.
  • Reliance Worldwide Corporation, a global provider of water control systems and plumbing solutions, in its $92.5 million acquisition of HOLDRITE.
  • Steven Charles – A Dessert Company, a maker of gourmet desserts supplying foodservice customers across North America, in connection with its sale to Dessert Holdings, a leading premium dessert company.
  • Stone Glacier, a premium brand focused on ultralightweight performance hunting gear designed for backcountry use, in connection with its sale to Vista Outdoor Inc. (NYSE: VSTO), a leading global designer, manufacturer and marketer of products in the outdoor sports and recreation markets.
  • Tengasco (NYSE American: TGC), an independent oil and gas company, in a $205 million merger transaction with Riley Exploration – Permian, LLC, a private equity owned oil and gas company.
  • Whiting Petroleum Corporation (NYSE: WLL) in connection with numerous acquisitions and dispositions, including:
    • A $700 million sale by Whiting, GBK Investments, and WBI Energy Midstream of North Dakota midstream assets to an affiliate of Tesoro Logistics.
    • A $500 million sale of oil and gas assets located in Dunn and McLean Counties, North Dakota to RimRock Oil & Gas.

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