Public Companies & Capital Markets

Davis Graham & Stubbs LLP has long been recognized as the leading securities and capital markets law firm in Denver. With the largest number of public company representations in the Rocky Mountain West, we represent publicly traded companies in a wide range of complex transactions, including:

• Equity offerings, including initial public offerings
• Debt offerings (high yield and investment grade)
• Debt restructurings
• Mergers and acquisitions
• Spin-offs and other equity restructurings
• Tender offers
• Exchange offers
• Private placements, Rule 144A, and Regulation S offerings

Our team of specialists collaborates closely with other DGS attorneys in our tax and executive compensation groups to provide clients with optimal transaction structures and ways to achieve corporate financing and M&A goals.

We regularly counsel issuers and other market participants on the offering structures and regulatory issues involved in their capital raising transactions. Our securities regulation and capital markets team offers world-class guidance on disclosure, corporate governance, and structuring issues.

To keep our clients up to date on the changing landscape of capital markets rules and regulations, we regularly publish updates to our clients on recent trends and changes and host the annual DGS Public Company Update to cover developments in areas ranging from corporate governance and disclosure to enforcement and compliance.

Corporate Governance & SEC Periodic Reporting

We work closely with public companies as well as boards of directors and senior management to ensure compliance with ongoing SEC reporting obligations and stock exchange rules. We also advise companies in connection with fiduciary duties and shareholder relations issues.

Our team is well acquainted with the complex factors relevant to public company boards, audit committees, compensation committees, governance committees, and executive officers, and other challenges public companies face. We counsel our clients on Sarbanes‐Oxley, Dodd-Frank, and other corporate governance initiatives that apply to public companies.

We advise public company directors and executive officers regarding their personal liability under the securities laws, including the focus on securities regulations specifically targeted at the trading activities of directors, officers, and major shareholders. We prepare, in consultation with our clients, disclosure and insider trading policies that minimize legal risk while maximizing day‐to‐day flexibility.

DGS also works with clients to structure and administer stock option and other stock-based compensation plans in compliance with federal and state securities and tax laws. We have expertise designing employee benefit plans, including employee stock purchase programs that comply with complex regulatory requirements such as those imposed by ERISA.

Selected Ongoing Representations

DMC Global Inc. (NASDAQ: BOOM)

Gold Resource Corporation (NYSE American: GORO)

Golden Minerals Company (NYSE American: AUMN)

Golden Star Resources Ltd. (NYSE American: GSS)

Maverix Metals (NYSE American: MMX)

Mesa Laboratories, Inc. (NASDAQ: MLAB)

PDC Energy, Inc. (NASDAQ: PDCE)

Rare Element Resources Ltd. (NYSE American: REE)

ServiceSource International, Inc. (NASDAQ: SREV)

Summit Materials, Inc. (NYSE: SUM)*

Tellurian Inc. (NASDAQ: TELL)

TTEC Holdings, Inc. (NASDAQ: TTEC)

UR-Energy Inc. (NYSE American: URG and TSX: URE)

Whiting Petroleum Corporation (NYSE: WLL)

*Certain securities representation, including annual proxy statements.

Representative M&A Transactions

DGS has worked on notable acquisitions of public target companies across industries. Set forth below are several examples demonstrating our experience and potential to serve clients in this area.

• DGS represented Tengasco, Inc. (NYSE American: TGC) when it was acquired by Riley Exploration – Permian, LLC. The transaction valued at approximately $205,000,000: https://www.sec.gov/Archives/edgar/data/1001614/000114036120023608/brhc10016162_ex2-1.htm
• DGS represented Pershing Gold Corporation (NASDAQ: PGLC) when it was acquired by Americas Silver Corporation, a publicly-traded Canadian corporation. The transaction was valued at approximately $52,000,000: https://www.sec.gov/Archives/edgar/data/1432196/000114420418052505/tv504143_ex2-1.htm
• DGS represented Magellan Petroleum Corporation (NASDAQ: MPET) when it was acquired by Tellurian Investments Inc.: https://www.sec.gov/Archives/edgar/data/61398/000006139816000088/projectriveragreementandpl.htm
• DGS represented Mines Management, Inc. (NYSE MKT: MGN) when it was acquired by Hecla Mining Company: https://www.sec.gov/Archives/edgar/data/66649/000104746916013496/a2228805zex-2_1.htm
• DGS represented Earthstone Energy, Inc. (NYSE: ESTE) when it entered into a strategic combination with Oak Valley Resources, LLC, pursuant to which Oak Valley acquired an 84% interest in Earthstone:
• https://www.sec.gov/Archives/edgar/data/10254/000135448814005179/este_8k.htm
• DGS served as PDC Energy, Inc.’s (NADAQ: PDC) counsel in its securities filings and disclosure for its $1,700,000,000 merger with SRC Energy Inc.: https://www.sec.gov/Archives/edgar/data/77877/000104746919005445/a2239744zs-4.htm

DGS has also assisted with other complex merger and acquisition transactions involving private companies. Representative clients for such work include Air Methods Corporation, Kinross Gold Corporation, Newmont Goldcorp Corporation, PDC Energy, Inc., and Red Robin Gourmet Burgers, Inc. Below are two recent illustrative examples.

• DGS represented Newmont Goldcorp Corporation in the negotiation, design, and implementation of a historic joint venture between Newmont and Barrick Gold Corporation. The joint venture created Nevada Gold Mines LLC, the world’s third largest gold mining company: https://www.sec.gov/Archives/edgar/data/1164727/000110465919014293/a19-4981_128k.htm
• DGS represented Kinross Gold Corporation and its subsidiaries in the acquisition of a 70% interest in the high-quality Peak Gold project in Alaska from Royal Gold, Inc. and Contango ORE, Inc. for total cash consideration of $93,700,000. Kinross Gold Corporation has broad authority to construct and operate the Peak Gold project, with Contango retaining a 30% non-operating minority interest: https://www.sec.gov/Archives/edgar/data/1502377/000115752320001290/a52300181.htm

In addition, DGS represented a sponsor in a recent SPAC IPO and the firm has represented private company investors in several multi-billion-dollar de-SPAC transactions.