Corporate and Securities

Client and Industry Challenges

All businesses, whether they are in the initial stages of development or have enjoyed a long history of success, face commercial and financial challenges that may require legal support or protection. Businesses may need assistance with SEC reporting and corporate governance, corporate organization, mergers and acquisitions, public and private securities offers, venture capital financing, fund formation, and franchising and distribution.

Snell & Wilmer’s corporate and securities group has substantial experience in all areas of business and finance law. The breadth of our legal resources, coupled with a genuine desire on the part of our lawyers to work together to benefit our clients, results in what we believe to be the highest quality and most sophisticated legal services available. Each of our attorneys is dedicated to providing our clients with superior legal services on a timely, effective and cost-efficient basis, while maintaining the highest standards of professional integrity.

Clients We Serve

Public or private, large or small, our international, national, regional and local clients are as diverse as their needs. Our group has served as counsel to a substantial number of clients ranging from Fortune 100 companies to smaller emerging businesses. Our attorneys have provided sophisticated legal representation to biotech companies, health care and financial institutions, public utilities, homebuilders, transportation companies, restaurant and hospitality providers, athletic complexes, fitness facilities and many other types of businesses.

Our group also represents issuers and selling agents in structuring and negotiating private placements of debt and equity securities to comply with limited offering exemptions under federal and state securities laws, including placements with institutional investors and syndication. We help corporate clients, venture capital firms and other institutional investors with transactions involving emerging businesses. Our mergers and acquisitions practice is exceptionally diverse, includes virtually every significant regulated and unregulated industry in the country, and handles transactions ranging in size from a few million dollars to several billion dollars. Our wide range of services, combined with the broad scope of our resources and experience, allows us to assist our clients with all of their legal needs.

Why Clients Select Us

Comprehensive and Connected: As part of a full-service law firm, Snell & Wilmer’s corporate and securities group is able to offer clients the benefit of an interdisciplinary approach to problem-solving. A significant number of matters handled by the group involve other substantive areas of law, including federal and state/local tax, intellectual property, antitrust, immigration, employee benefits, securities litigation, environmental and labor. In such cases, we draw upon the experience and skills of Snell & Wilmer attorneys in these practice areas to strategically and efficiently advance our clients’ interests.

Recognized, Involved and Invested: Our commitment to quality has earned Snell & Wilmer recognition by Corporate Board Member magazine, a national publication covering corporate governance and boardroom issues, as the top corporate law firm in Phoenix for the twelfth consecutive year. A number of our attorneys are consistently voted among the Best Lawyers in America^®, recognized as Super Lawyers and listed in Chambers USA: America’s Leading Lawyers for Business^®. Additionally, our attorneys are regular speakers and authors in numerous areas of concentration, such as emerging businesses, securities regulation, corporate governance, fund formation, venture capital, franchise and distribution law and mergers and acquisitions. We also offer seminars and management training sessions that can be customized for a specific client’s industry and needs.

Experience

As a sampling of the breadth and depth of our experience, attorneys in the corporate and securities group recently assisted clients with the following types of transactions:

Capital Markets

Represented public homebuilder in multiple registered public equity offerings aggregating $275 million
Represented transportation company in its $152 million IPO and several subsequent public offerings of debt and equity securities aggregating over $1.5 billion
Represented public homebuilder in multiple high yield Rule 144 bond offerings aggregating over $1.4 billion
Represented integrated car sales and financing company in $200 million senior secured notes offering
Represented auto dealer in $94 million PIPE transaction
Represented biotech company in $40 million sale of stock, debt, and warrants in PIPE transaction

SEC Reporting and Corporate Governance

One of the largest SEC reporting and corporate governance practices in the Southwest
SEC periodic reporting (e.g., Form 10-K, Form 10-Q, Form 8-K, proxy)
Section 16 reporting and compliance (e.g., Forms 3, 4 and 5)
Executive compensation disclosure
All aspects of corporate governance, such as board independence, fiduciary duties, whistleblower policies, corporate investigations, insider trading policies and compliance, conflicts of interest

Mergers and Acquisitions

Represented buyer of a grocery store and pharmacy chain in the Southwest United States
Handled multiple acquisitions and licensing projects for a privately owned grocery and pharmacy chain in the Northwest region
Represented sellers in $150 million sale of bakery to publicly held strategic purchaser
Represented publicly held software company in $287 million sale to publicly held purchaser
Represented publicly held manufacturer of CMP Machines in its $250 million merger with large public company
Represented major food products company in multiple company acquisition transactions ranging in size from $25 million to $100 million
Represented public trucking company in $2.5 billion shareholder-led leveraged buyout
Represented sellers in sale of financial services business to NYSE-listed Fortune 100 company
Represented publicly traded biotech company in sale to a private pharmaceutical company
Represented seller group in sale of pharmaceutical consulting company to Irish public company
Represented heavy truck wheel manufacturer in acquisition of competing truck wheel company and in subsequent disposition of wheel component subsidiary
Represented broadband service provider in merger with competitor
Represented private company in its $32 million acquisition of a supermarket chain
Represented public homebuilder in six strategic acquisitions of private homebuilders in California, Arizona, Nevada, Florida and Texas aggregating over $475 million
Represented seller in $80 million sale of construction services business
Represented computer reseller in multiple Chapter 11 bankruptcy-related division sale transactions having aggregate value of $120 million

Venture Capital and Private Equity/Emerging Business

Represented semiconductor chip company in multiple rounds of venture capital financing totaling over $100 million in venture financing
Represented pregnancy resource company in its convertible debt and Series A Convertible Preferred Stock offerings
Represented manufacturer of small wind turbines in multiple round of venture capital financing
Represented venture capital fund in its investment as lead investor in a medical diagnostics company
Represented human genome sciences company in formation, multiple private placement equity financing rounds and negotiation of joint venture agreements

Fund Formation

Represented Phoenix-based private equity fund in formation and $120 capital raise
Represented $100 million private equity fund for investments in single-family residential real estate
Represented multiple Canadian real estate investment limited partnerships in formation, capitalization and multifamily real estate acquisition transactions
Represented life science fund in the formation and $20 million capital raise

Healthcare and Insurance

Represented entity in the transfer of all assets and licensure of county health system to healthcare district
Represented seller in the divesture of contact lens divisions
Represented healthcare system in its acquisition of a majority control of several physician-owned ambulatory surgical centers
Represented buyers of several dialysis clinics in connection with required divesture in merger of national dialysis companies
Joint venture between hospital and healthcare provider for sleep-related independent diagnostic testing facility

International

Represented Philippines call center company with U.S. operations in acquisition of Philippines call center business and formation of Nicaraguan joint venture call center business
Represented Italian private company in acquisition of substantially all assets of public company
Represented Caribbean-based telecommunications operator in its sale to a large international telecommunications provider
Represented European online tire retailer in structuring its expansion into the U.S. market
Represented U.S.-based oil and gas exploration company to acquire control position of a Canadian public company
Represented REIT in connection with a joint venture with a large Kuwaiti bank to invest up to $450 million in multifamily properties located in key, high-barrier markets