Corporate & Securities

In addition to representing clients in connection with a broad array of general corporate and transactional matters, Durham Jones & Pinegar offers specialized services in the corporate finance, mergers and acquisitions, and securities law areas. Specifically, representation has included a variety of venture capital and other types of financing transactions, including private placements of debt and equity securities, registered public offerings of securities, mergers and acquisitions, follow-on and secondary offerings of securities, private placements in institutional investors followed by registered public resales of privately placed securities, preparation and filing of reports required under the Securities Exchange Act of 1934, listing on national and regional stock exchanges, and general corporate administrative and commercial transactions.

Corporate Law

DJP represents businesses at all stages of development, including start-ups, emerging growth companies, mature private companies, public companies, and large private institutional businesses. We advise businesses on various advantages and disadvantages of different ownership and capital structures, including considerations of tax effects and exit strategies. We provide strategic advice and guidance to our corporate and limited liability company clients on all legal aspects of their business. Our attorneys have extensive experience with the laws governing corporations, partnerships, and limited liability companies under the laws of the state of Utah, surrounding states, and Delaware. As businesses develop, we structure and negotiate joint ventures, strategic alliances, and licensing and co-development relationships. We also advise clients in the areas of marketing, sales, and distribution arrangements.

Finance

DJP documents commercial loans and financing transactions for a variety of transactions, including real estate loans, project finance, and secured and unsecured credit facilities.

International Law

DJP has assisted clients with legal matters in various parts of the world. A majority of our attorneys have lived abroad for substantial periods of time, during which they learned a foreign language and became very familiar with local customs. DJP is a member of the prestigious International Business Law Consortium, a worldwide network of highly qualified law firms.

Mergers & Acquisitions

DJP represents both buyers and sellers in merger and acquisition transactions of all types and sizes, including public company transactions. We handle the documentation of such transactions, due diligence and related financing, intellectual property, employment, tax, and securities issues.

Securities Law

DJP advises public clients on all aspects of compliance with Securities & Exchange Commission rules and regulations. We also advise public clients on listing with exchanges and compliance with stock exchange rules and regulations. We provide strategic and practical solutions regarding periodic reporting obligations, insider trading compliance, drafting and issuing press releases, and interacting with financial analysts. DJP attorneys also handle compliance matters for publicly held companies, including the review and preparation of annual reports, quarterly reports, and proxy statements. We represent issues in both registered securities offerings and private placement offerings.

The firm has advised clients in transactions valued in the aggregate in excess of $5 billion. A summary of the types of significant transactions in which lawyers of the firm acted in a lead or supporting counsel role include the following:

• Acquisitions or sales of manufacturing, industrial, and service businesses, such as multi-location supermarket operations and consumer products companies, with transaction values aggregating in excess of $1 billion.
• Acquisitions or sales of technology companies for combined consideration (cash and securities) in excess of $750 million.
• Institutional lending (including construction financing) transactions totaling in excess of $2 billion.
• Private securities offerings of debt and equity securities raising proceeds in excess of $750 million.
• Public securities offerings of debt and equity securities raising proceeds in excess of $400 million.

We recently acted as counsel in the following representative transactions:

• Represented Associated Food Stores, Inc. in the acquisition of 34 Albertson's stores in the state of Utah with a valuation in excess of $200 million, together with bank and private equity financing in connection with the transaction. The transaction involved a significant amount of real estate work, M&A work, and sophisticated financing work.
• Represented the selling shareholders of a private Utah-based consumer products company for consideration in excess of $490 million.
• Represented the shareholders of Seagull Book Inc. and Covenant Communications, Inc. in connection with their sale to Deseret Book Company.
• Represented a private developer of integration software products in connection with its $75 million acquisition by a large multi-national publicly traded software company.
• Represented the issuer in connection with a series of transactions for the sale of more than $50 million of convertible preferred stock to four separate investors and the subsequent registration with the Securities and Exchange Commission of the common stock of the issuer into which the preferred stock was convertible.
• Represented BriteSmile, Inc., a publicly traded, international provider of teeth-whitening systems, in connection with the $35 million sale to Discus Dental, Inc. of its associated center business, consisting of offering teeth-whitening procedures and products through more than 5,000 existing independent dental offices.
• Represented BriteSmile, Inc. in connection with the sale of $20 million of convertible debentures and warrants to eleven separate investors and the subsequent registration with the Securities and Exchange Commission of the common stock of the issuer into which the debentures were convertible.
• Represented MB Media Group, Inc., a St. George, Utah company, in connection with the sale of all of its radio station holdings to Cherry Creek Radio, a national multimedia holding company.
• Represented Dynatronics Corporation, a Nasdaq-traded company engaged in the business of medical and physical therapy supply manufacturing and sales, in the simultaneous acquisition by merger of 6 independent medical supply companies.
• Represented selling shareholders of Crownline Boats, Inc. in a private equity sale to Pouschine Cook Capital Management.
• Represented nCoat, a private company that recently merged into a public shell, in connection with its purchase of approximately $12 million of convertible notes and warrants.
• Represented Mercury General Corporation, an NYSE-listed national insurance company, in the divestiture of its Texas insurance agency business.
• Represented Mad Catz Interactive, Inc., a leader in innovative video game entertainment accessories, in its acquisition of Take-Two Interactive Software, Inc.'s Joytech accessory business.
• Represented Align Financial Group, Inc., an insurance holding company in southern California, in its acquisition by James River Group, Inc., a Nasdaq-traded insurance holding company.
• Represented CirTran, a publicly traded company, in connection with the sale of convertible debentures in the amount of approximately $10 million to two entities.