Mergers & Acquisitions

In recent years, Davis Graham & Stubbs LLP lawyers have handled billions of dollars in domestic and international mergers and acquisitions transactions, including traditional public and private company mergers, acquisitions, divestitures, spin-offs, and complex joint venture and shareholder arrangements. We have expertise in structuring all types of transactions for sophisticated companies, from traditional joint ventures to public company mergers. We represent sellers as well as buyers, management groups, private equity and venture capital funds, institutional lenders, investment banks, and special committees of independent directors.

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

Brannan Sand and Gravel Co., LLC, in the acquisition of Ready Mixed Concrete Co., a division of Boral Limited (ASX: BLD).

Earthstone Energy Inc. (NYSE: ESTE), in connection with its strategic combination with Oak Valley LLC, a portfolio company of EnCap Investments.

Encana Corporation, in the sale of its oil and gas assets in New Mexico’s San Juan Basin to DJR Energy for $480 million. DGS strategically advised on the structuring of the transaction and the negotiation of the asset purchase amount.

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.

Kodiak Building Partners, a private equity group, in connection with various acquisitions in the building materials industry, including the acquisitions of Hampden Holdings, Inc. d/b/a New England Building Supply, Jones-Heartz Drywall Supply, and Factory Builders Stores.

Level 3 Communications (NYSE: LVLT) in its acquisition of Black Lotus, a privately held provider of Distributed Denial of Service (DDoS) mitigation services.

Mattress Liquidators, Inc., which operates Mattress King and BedMart retail stores, in its sale to Mattress Firm Holding Corp. (NASDAQ: MFRM) for $35 million.

Mercer Advisors Inc., one of the largest wealth management firms in the United States, in the sale of the company to Genstar Capital.

Newmont Mining Corporation (NYSE: NEM) in its acquisition of the Cripple Creek and Victor mine from AngloGold Ashanti Limited (NYSE: AU) for $830 million plus a royalty.

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.

Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) in its acquisition of 32 Red Robin® franchised restaurants in the U.S. and Canada from Mach Robin, LLC and Mach Robin, LLC’s Canadian affiliate for $40 million.