HH_Deal Report 2015_v24

Holland & HartCorporatetransactions 2015 Deal Report

Strategic Counsel.Client-FocusedSolutions.With more than 500 lawyers in 15 offices across the Mountain West and in Washington, D.C.,Holland & Hart delivers sophisticated legal solutions to regional, national, and international clientsof all sizes. Our client-driven culture is personalized, responsive, and collaborative. Our lawyers’unyielding commitment to client service builds relationships and earns results. 2

2015A Sampling Of Our Clients' TransactionsAt Holland Hart,& we intentionally develop and nurture meaningful relationships with our clients to understand your values, your goals, and your challenges. Leveraging our knowledge of your business and your industry, we deliver strategic counsel to ensure every aspect of a deal aligns with your long-term goals. We access subject-matter expertise across our firm to ensure all angles of your business are protected, seamlessly collaborating as needed with team members in: ƒƒ Tax ƒƒ Employee Benefits ƒƒ Intellectual Property ƒƒ Environmental ƒƒ Labor & Employment ƒƒ Real Estate Our extensive experience allows us to assist clients with any type of transaction, including: ƒƒ Mergers and Acquisitions ƒƒ Securities and Capital Markets ƒƒ Private Financing and Venture Capital ƒƒ Project Development and Finance In 2015, we had the privilege of partnering with a diverse range of clients on a wide variety of transactions. From emerging businesses to Fortune 100 companies, we helped clients develop customized solutions to expand market share, consolidate or divest assets, or launch a new innovation. We are proud to share the accomplishments of just some of our clients successfully operating in the construction and building materials, food and beverage, technology, aerospace, banking, and energy – gas, solar, wind, and coal – industries. 3

Mergers and AcquisitionsOur mergers and acquisitions attorneys help clients navigate the complex agreements anddecisions that accompany transactions. Our experience covers:ƒƒ Strategic Acquisitions and Dispositions ƒƒ Leveraged Buyoutsƒƒ Private Equity Transactions ƒƒ Financing and Restructuringƒƒ Auction Processes ƒƒ ESOP Transactionsƒƒ Roll-up TransactionsIn our 2015 mergers and acquisitions transactions, we represented clients including:Aggregate Industries Management, Inc. and itssubsidiaries in their sales of certain ready-mix andaggregates assets in Indiana, Wisconsin, New Hampshire,Massachusetts, and Nevada.Air Methods Corporation in its acquisition of Tri-State CareFlight for approximately $223 million.Executive in the acquisition of All Business Machines,Inc., dba AttainIt, a veteran-owned government contractor,who transformed the business to be awarded the firstEconomically-Disadvantaged, Women-Owned SmallBusiness sole-source contract in the U.S.Colas and its subsidiaries in their sales of a liquid asphaltterminal and an emulsion plant in Wyoming; an asphaltmanufacturing and storage plant in Tennessee; andaggregates, asphalt, and paving assets in Michigan andNorth Carolina.Colas and its subsidiaries in their acquisitions ofaggregates and ready-mix assets in Wyoming, SouthDakota, and Nebraska. 4

Quarter G, Inc. in the sale of substantially all of its Boyer's Coffee Company assets to Luna Gourmet Coffee & Tea Company. CleanWell, LLC, a company formed and owned by Peter Resnick, in its acquisition of substantially all of the assets of Ohso Clean, Inc. and its wholly-owned subsidiary, Cleanwell Company. Coolerado Corporation in the sale of substantially all of its assets, including its patent portfolio, to a subsidiary of Seeley International. Deer Valley Resort in its acquisition of Solitude Mountain Resort.Extra Storage Space Extra Storage Space Inc. in its acquisition of SmartStop Self Storage, Inc. for approximately $1.4 billion. Global Leveraged Capital in the acquisition of VKGS LLC, dba Video King®, and its affiliated entities. 5

Odell Family Members Holcim (US) Inc. in its disposition of slag cement facilities in New Jersey and Illinois; cement terminals in Michigan, New York, Minnesota, Ohio, Illinois, Michigan, and Massachusetts; and a cement plant in Montana. Main Street Power Company, Inc. in its merger with a wholly owned subsidiary of AES US Distributed Solar Holdings, LLC. Odell family members in the sale of a controlling interest in Odell Brewing Company, Inc. to existing management and a newly formed employee stock ownership plan. Accuvant in its merger with FishNet Security, now known as Optiv Security, resulting in the creation of a market- leading provider of end-to-end cyber security solutions. Dale Katechis and Oskar Blues Brewery, LLC in its recapitalization and partnership with Fireman Capital Partners. Sierra Nevada Corporation in its acquisition of a UK- and Germany-based aircraft company, 328 Support Services GmbH. Sierra Nevada Corporation in its acquisition of Kutta Technologies, Inc. 6

Spring Communications Holding, Inc., in its acquisition of certain assets of several entities over the course of 2015. The entities included National Telecom of DE, LLC (and affiliates), ClearChoice Mobility, Inc., Wireless 4U, LLC, Universal Systems II, LLC, Hot Spot of NYC Wireless, Inc., Applied Communications of Delaware, Inc., Entrepreneurial Ventures, Inc., Get Connected of USA, LLC, Noble Communications, Inc., and Noble Wireless, Inc.Torion Technologies, Inc. Torion Technologies, Inc. in its acquisition by PerkinElmer. UMB Financial Corporation in its merger with Marquette Financial Companies, a Minnesota corporation, for approximately $179 million. Westmoreland Coal Company in its acquisition of Buckingham Coal Company, LLC, an Ohio limited liability company, for a total cash purchase price of approximately $34 million. Westmoreland Coal Company in its acquisition of the San Juan Mine in Farmington, New Mexico for a purchase price of approximately $127 million. 7

securities and capital MarketsCompliance with corporate finance as well as federal and state securities law are criticalcomponents to a company’s success. Our experience covers:ƒƒ Debt and Equity Follow-on Offeringsƒƒ Initial Public Offerings (IPOs)ƒƒ Financial Reporting and Disclosuresƒƒ NYSE and NASDAQ Listing Adviceƒƒ Takeover Defensesƒƒ Proxy Contestsƒƒ Securities Law Complianceƒƒ Corporate GovernanceIn our 2015 securities and capital markets transactions, we represented clients including: American Midstream Partners, LP in a public offering of 7,651,937 common units, including the common units sold upon exercise by the underwriters of the overallotment option. American Midstream Partners, LP in connection with the creation of an at-the-market offering of $100 million. SM Energy Company in its issuance of $500 million in 5.625% senior notes due 2025. Concurrently with the notes offering, SM announced a fixed price tender offer for any and all of the $350 million outstanding principal amount of its 6.625% senior notes due in 2019. SM Energy Company in its issuance of a tender offer for 6.625% senior notes due in 2019. 8

Private Financing/Emerging GrowthWe serve the diverse legal needs of emerging companies throughout all stages of developmentfrom forming tax-efficient business structures, to debt and equity financing, to planning for andexecuting on exit strategies.In our 2015 private financing, venture capital, and other transactions, we represented clientsincluding: AirWire in its preferred stock financing, which included both new funds as well the conversion of outstanding indebtedness. Aviacode, Inc. in its approximately $21 million preferred stock financing transaction. Boulder Food Group in connection with its debt and equity investments in Barnana, Good Day Chocolate, and Skratch Labs. Boulder Food Group in connection with its fund formation. Canopy Tax, Inc., in its $8 million preferred stock financing transaction. 9

ChiaViva in connection with its convertible note round. Degreed, Inc. in its approximately $21 million preferred stock financing transaction. eFileCabinet, Inc. in its $14 million preferred stock financing transaction.Human Ventures Capital Human Ventures Capital in connection with its equity round. Lendio, Inc. in its approximately $20 million preferred stock financing transaction. LoveTheWild in connection with its convertible note round. 10

MX Technologies, Inc. in its $30 million preferred stock financing transaction.Pure Harmony Foods Pure Harmony Foods in connection with its convertible note round. Selling Simplified Group, Inc. in its preferred stock financing, including follow-on offerings. Spring44 Distilling, Inc. in its debt and follow-on preferred stock financings. Yummari in connection with its convertible note round. 11

Project development & FinanceWe work side by side with our infrastructure clients to build strong projects. Our extensiveexperience developing, financing, and buying and selling projects allows us to step in at anystage of a project’s life-cycle to help complete the development of a facility, a financing, apurchase or sale, or another transaction, including:ƒƒ Strategic Transactionsƒƒ Negotiation and Implementation of Development Contractsƒƒ Land Acquisition, Land Use, and Zoningƒƒ Regulatory Advice, Rulemaking, and Legislative Strategyƒƒ Environmental Compliance, Approvals, and Permittingƒƒ FinancingIn 2015, we represented clients including: Cloud Peak Energy in connection with a joint venture with SSA Marine, a subsidiary of Carrix, Inc., to develop the Gateway Pacific Terminal, a planned dry bulk, deep water export terminal designed to handle commodities such as coal, grain, and potash.Cook Inlet Region, Inc. Cook Inlet Region, Inc. in connection with a $40 million loan made by its subsidiary, CIRI Energy Finance Company LLC, to an affiliate of Capital Dynamics, a global asset manager and investment group based in Zug, Switzerland. The loan is secured by an indirect equity interest in the 150 MW Briscoe Wind Farm located in Briscoe County, Texas, which began operations in 2015. 12

Duke Energy Renewables Duke Energy Renewables in connection with its acquisition of a 50% stake in Mesquite Creek Wind, a 211 MW wind generation facility in Texas, in connection with its joint venture partnership with Sumitomo Corp. of Americas. Duke Energy Renewables, in connection with the acquisition and subsequent construction and term loan financing of two solar PV projects (an aggregate of 50 MW), to be located in Imperial Valley, California. Duke Energy Renewables in its acquisition from Infigen Energy of the 25MW(AC) Caprock Solar Power Project located in Quay County, New Mexico.Gamesa Technology Corp. Gamesa Technology Corp., Inc. in its sale of the membership interests in Medicine Bow Wind, LLC which owns a wind power generation project with a minimum nameplate capacity of 6.27 MW located in Carbon County, Wyoming, known as the Medicine Bow Wind Project.NorthLight Power NorthLight Power LLC in the sale of several early stage solar projects located near San Diego, California, to another solar developer expanding its portfolio. 13

REC Solar Commerical REC Solar Commercial Corporation in the negotiation of anCorporation Engineering, Procurement, and Construction Agreement for the utility scale Waianae photovoltaic solar project under construction in Hawaii. Southern California Public Power Authority in the negotiation of two long-term power purchase agreements for two phases of a solar project, the first up to 155 MW, the second up to 90 MW, each under construction in Kern County, California, as well as the negotiation of a separate purchase option for the assets of each project.ENERGY PARTNERS BNN Redtail, LLC, a subsidiary of Tallgrass Energy Partners, LP, in its acquisition of certain water storage, transportation, and disposal assets located in Weld County, Colorado from Whiting Oil and Gas Corporation, a subsidiary of Whiting Petroleum Corporation, for a purchase price of approximately $75 million. 14



Holland & Hart Corporate transactions 2015 Deal ReportAspen Boulder Colorado Springs Jackson Hole Salt Lake CityBillings Carson City Denver Las Vegas Santa FeBoise Cheyenne Denver Tech Center Reno Washington, D.C.