ACG Denver
President's Letter
ACG Member News Headlines
- Davis Graham & Stubbs ranked No. 1 by “Best Lawyers”
- CapitalValue Advisors represents SKT Business Communication Solutions in its sale to West Corp.
- Headwaters MB Hires Healthcare Industry Veteran to Join Life Sciences Group
- Headwaters Announces the Formation of Life Sciences Group and Names Senior Advisor
- Headwaters welcomes Axia Advisors and Venture Marketeers to technology team in Boston
- Kenzo Kawanabe chairs Denver Foundation board
- HRO’s David Strong Named Super Star
- And the winner is….
- EKS&H announces new construction expert
- EKS&H announces the release of the 2010 Business Outlook Survey
- Green Manning & Bunch Hires Greg Throckmorton as M&A Analyst
- Haemonetics announces agreement to acquire Global Med Technologies
- Netsuite and Hein partner to provide expert accounting, regulatory compliance solutions
- DGS attorney Elizabeth Titus elected Colorado GLBT Bar Association president
- DGS Partner Constance Rogers to Join U.S. Department of the Interior
- EKS&H’s Bruce Nelson Publishes Sales and Use Tax Book
- M&A News: ABA Private Target Deal Points Study
ACG Member News
Davis Graham & Stubbs ranked No. 1 by “Best Lawyers”
The 2011 edition of the Best Lawyers in America ranks Davis Graham & Stubbs LLP first among Colorado-based law practices for corporate governance and compliance law, environmental law, mergers and acquisitions law, natural resources law, oil and gas law and securities law.
This year Best Lawyers recognizes 36 DGS attorneys, including 13 who have been named to the list for at least 10 years. Nearly half (46 percent) of DGS partners are recognized in the guide in addition to several attorneys of counsel to the firm. Best Lawyers is a peer-review survey of more than 39,000 in-house counsels and private practice attorneys.
CapitalValue Advisors represents SKT Business Communication Solutions in its sale to West Corp.
Englewood-based CapitalValue Advisors advised SKT Business Communication Solutions (SKT BCS), an operating division of Southern Kansas Telephone Company, in its sale to a subsidiary of West Corporation.
“SKT BCS will be an asset to West Corporation as it expands its unified communications practice. We are excited for SKT BCS’s team as they continue their growth and market development,“ said Chris Younger, Managing Director for CapitalValue Advisors.
SKT BCS is a professional services, systems integration and information technology firm specializing in the consulting, project management and implementation of unified communications and IP telephony, legacy telecommunications systems, virtualization and communications enabled business processes. SKT BCS is based in Wichita, Kansas with offices in Kansas City, St. Louis and Dallas.
West Corporation is a provider of technology-driven, voice-oriented products. West offers its clients a range of communications and infrastructure management solutions that help them manage or support communications. West also provides public safety and emergency communications. Founded in 1986 and headquartered in Omaha, Nebraska, West serves Fortune 1000 companies and other clients in a variety of industries, including telecommunications, banking, retail, financial, technology and healthcare.
CapitalValue Advisors, a member of FINRA, provides middle-market investment banking services, including business valuation, corporate advisory, mergers and acquisitions advisory, and private capital raising services.
Contact:
Chris Younger
Managing Director
chris@capitalvalue.net
303.243.5601
Headwaters MB Hires Healthcare Industry Veteran to Join Life Sciences Group
Headwaters announced that David W. Traylor has joined the firm as a Managing Director within their Life Sciences Group. David joined Headwaters from Caris & Company where he was focused on capital formation for biopharmaceutical and device companies. He previously worked at Wedbush Pacific Growth, advising private and public biotechnology and medical device companies in various transactions including IPOs, public offerings, private offerings, mergers and acquisitions.
David began his career in the research department at Somatogen, a company pursuing a recombinant blood substitute. Following that, he led the management of programs at Affymetrix, the leading innovator in microarray technology. He also held senior business development positions at Atugen and BioSeek. David received B.A. degrees from the University of Colorado Boulder in Molecular and Cellular Biology and Biochemistry and an M.B.A. from the Leeds School of Business at the University of Colorado Boulder. He is also an inventor with two issued U.S. patents.
Headwaters Announces the Formation of Life Sciences Group and Names Senior Advisor
Headwaters MB announced the formation of a Life Sciences Group located in its Denver headquarters. This group will focus on drugs, devices, diagnostics, healthcare IT and services.
Joining this group will be Dr. Arlen Meyers MD, MBA in the newly created position of Senior Advisor. Dr. Meyers is a Professor of Otolaryngology (Ear Nose and Throat and Facial Plastic Surgery), Engineering and Dentistry at the University of Colorado Denver. He is an award winning clinician, researcher, educator and bioscience entrepreneur. Dr Meyers is the founder of three bioscience and healthcare companies and organizations including Medvoy, a facilitator of medical tourism, and the Society of Physician Entrepreneurs (SoPE). He is also the Founder of
the MD / MBA program at the University of Colorado, the former Director of the Bioentrepreneurship program at the Bard Center of Entrepreneurship, a Fulbright Fellow and a member of the Editorial Board for WebMD’s eMedicine subsidiary.
“Our Life Sciences team combines transaction professionals with deep access to private equity and venture capital with a renowned physician and healthcare industry executives to offer a superb advisory product for healthcare focused clients,“ said Headwaters CEO & Co-Founder Philip W. Seefried. “Sound judgment regarding the business viability of new medical technologies is critical in addressing the capital markets. Arlen sits at the crossroads of medicine and
business and brings the perspective of a physician and entrepreneur.“
Dr. Arlen Meyers, Senior Advisor, added, “I’ve been seeking a platform to bring strong execution capabilities to the healthcare transaction opportunities that I come across in my capacity at University of Colorado and in the bioscience community. Headwaters has assembled the right team to create access to capital as well as great service experiences for my colleagues working in healthcare.“
Anant Vashi, Managing Director at Headwaters mentioned, “We have always enjoyed reliable access to capital providers in the venture and private equity communities, but investment criteria have shifted. External scientific validation is the new ante and Arlen provides incredible medical expertise along with the business instincts of an entrepreneur.“
Headwaters welcomes Axia Advisors and Venture Marketeers to technology team in Boston
Headwaters MB announced that Axia Advisors LLC of Boston and Venture Marketeers LLC of Silicon Valley are joining Headwaters Managing Director Andy Paff to form Headwaters MB’s
Technology team based in Boston. The office is being opened with six professionals.
Philip W. Seefried, Co-Founder & CEO of Headwaters, said, “The lines between technology and classic industries are blurring. Providing sound advice and executing mergers for technology & telecommunications clients requires not only financial savvy, but also technical expertise and engineering intelligence. Our team has the requisite financial pedigree plus undergraduate engineering degrees and operating experience to enable in-depth technology understanding. They have the ideal skill sets to provide banking services to these markets.“
John F. Ippolito, Founder and Managing Director of Axia Advisors, mentioned, “Since 2004, we have focused exclusively on the industrial technology deal space, and we look forward to joining a much larger platform, with a national footprint and international reach. Headwaters’ platform will also allow us to provide more services and solutions to our clients.“
Horacio Facca, Founding Partner at Venture Marketeers, added. “These are very exciting times. Over the past six years we have focused in assisting promising, high-potential clients in technology, telecommunications and clean tech through various stages of the corporate lifecycle. We have built strong client relationships and a solid reputation in the business community both in the U.S. and internationally.“
“The addition of John and Horacio to the Boston Headwaters team will provide significant experience and breadth to our services at a time when our clients are attempting to understand the altered financial environment,“ said Andy Paff, who joined Headwaters in 2008 after a long highly-successful career in technology senior management, most recently as Cedar Point Communications’ CEO.
Kenzo Kawanabe chairs Denver Foundation board
Kenzo Kawanabe, a partner at Davis Graham & Stubbs LLP, became chair of The Denver Foundation’s board of trustees in January, assuming a critical role for one of the nation’s oldest and largest community foundations during its 85th year.
The Denver Foundation manages more than $500 million in assets, and distributes tens of millions of dollars to worthy community organizations every year. A native Coloradoan, Kawanabe’s great-grandfather arrived in Colorado at about the time The Denver Foundation was established 85 years ago.
Kawanabe graduated from the University of Colorado (Boettcher Scholar) and Georgetown University Law School. He is deeply involved with legal and community issues, including serving as board chair of the Colorado Lawyers Committee, a consortium of 50 law firms dedicated to assisting children, the poor and other disadvantaged groups. Kawanabe also helps manage one of Colorado’s oldest and largest law firms, Davis Graham & Stubbs LLP. He is deputy chair of the Trial Group, and serves on the DGS Executive Committee.
Kawanabe is an experienced commercial litigator who represents clients in a variety of matters relating to contract disputes, business torts, products liability, eminent domain and intellectual property concerns. He has earned an AV® rating from Martindale-Hubbell, indicating very high to preeminent legal ability and very high ethical standards.
Kawanabe is recommended in litigation by Chambers and Partners, and is recognized by Colorado Super Lawyers (Top 50). He also teaches at the National Institute for Trial Advocacy.
About the Firm
Davis Graham & Stubbs LLP, one of the Rocky Mountain region’s most prominent law firms, enjoys a strong national reputation for its corporate finance, natural resources and energy law practices, with emphasis on securities and M&A transactions, regulatory guidance and complex commercial litigation. For more information about the firm, its practices and lawyers, please visit www.dgslaw.com.
About The Denver Foundation
The Denver Foundation is a community foundation that inspires people and mobilizes resources to improve life in Metro Denver. In 2009, the Foundation and its donors awarded more than $38 million in grants. The Denver Foundation has three roles: stewarding an endowment to meet current and future needs for Metro Denver, working with community leaders to address the core challenges that face the community, and managing over 800 charitable funds on behalf of individuals, families, and businesses. For more information, visit http://www.denverfoundation.org.
HRO’s David Strong Named Super Star
David B. Strong, Managing Partner of the Tax Practice Group of the law firm of Holme Roberts & Owen LLP, was named as a 2010 Rising Star by Colorado Super Lawyers magazine. Super Lawyers’ research is a rigorous multi-phase selection process that includes a statewide survey of lawyers, independent evaluation of candidates by the attorney-led research staff, a peer review of candidates by practice area, and a good-standing and disciplinary check. The Rising Stars designation recognizes those who are 40 years-old or younger and who have been practicing law for 10 years or less.
Dave joined HRO in 2002 and is a member of the Federal Income, State and Local Tax group. Dave advises both corporate and individual clients on the tax aspects of a wide variety of transactions, including mergers and acquisitions, joint ventures, restructurings, and venture capital investments.
Dave also advises issuers and underwriters on the tax consequences associated with numerous types of debt and equity instruments as well as debt/equity hybrids. Dave is an active member of the Corporate Tax Committee of the Tax Section of the American Bar Association. Dave is also a frequent speaker on corporate tax matters at local, regional, and national seminars and continuing legal education programs. And he is on the board, and past president, of ACG Denver.
And the winner is….
A team of MBA students at the University of Denver’s Daniels College of Business won the Associaion for Corporate Growth’sregional case competition.
ACG Denver joined more than 24 ACG chapters around the country in sponsoring the ACG Cup in 2010. Ted Leonard, Chris Lathrop and Jud Whiteneck made up the DU team. A team from the University of Colorado at Boulder Leeds School of Business came in second. The CU team included James Hathorn, Vy Nguyen, Jared Weber and Adam Wyatt.
The ACG Cup is a case study competition designed to give students from leading MBA programs valuable insights into mergers and acquisitions, investment banking, financial advisory and private equity. The first place prize for Denver’s Cup is $2,000, and the University of Denver team will be formally recognized and presented with a trophy at ACG Denver’s April 6th luncheon at the Denver Athletic Club. DU may keep and display the trophy for one year. Second place prize is $1,000, which goes to the University of Colorado team.
2010 is the first year for the Denver ACG Cup, although other ACG chapters around the country have been participating in the ACG Global competition for the past several years. The long-term vision is to create a national competition among winning teams from each ACG chapter. Rick Fort, ACG Board Member and CEO of ESM, initiated and managed the competition for ACG Denver. “Next year we hope to expand the regional competition to include CSU, UNC and CU Denver,“ says Fort. “The ACG Cup is a great learning opportunity for students and furthers ACG’s mission to support growing Colorado businesses by preparing the next generation of business leaders with a real-life scenario.“
In addition to the recognition and monetary awards, students benefited from exposure to leading finance professionals and organizations in the region; an opportunity to learn about corporate finance transactions from various perspectives; and a highly realistic case study providing unique and relevant experience in a team-oriented setting.
Students competed on an intra-school basis in the first round, held in early February. The winning teams from each school then competed against each other in late February and early March. Each team consisted of three to five MBA students. The case study was prepared by Houlihan Lokey with contributions from other ACG finance professionals. Houlihan Lokey is one of the nation’s leading middle market investment banks, headquartered in Southern California.
Guest judges for the competition were: Adam Fiedor, Vice President St. Charles Capital; Patrick McFarlen, Senior Manager EKS&H; Angie MacPhee, Vice President O’neal Steel; Sean Odendahl, Holme Roberts & Owen M&A Partner; Jose Garcia, Associate with Green, Manning & Bunch, Ltd.; Murray Smith, Chief Marketing Officer ESM; Bill Heck, Managing Principal Harlon Group; Chris Wagner, HRO; Tony Carroll, Vicorps; and Jay Edgington, Green, Manning & Bunch.
DU’s administrative representatives included: Patrick Orr, Director Graduate Student Operations and David Cox, Assistant Dean at Daniels College of Business. The CU administrative representatives were: Anne Sandoe, Director of MBA Programs; and Tracee DeAntoni, Assistant Director Student Services, MBA Programs.
About ACG. Founded in 1954, the Association for Corporate Growth (ACG) is a global association for professionals involved in corporate growth, corporate development, and mergers and acquisitions. Today ACG stands at more than 12,000 members from corporations, private equity, finance, and professional service firms representing Fortune 500, Fortune 1000, FTSE 100, and mid-market companies in 53 chapters in North America and Europe. ACG-Denver was awarded Chapter of the Year in 2007. For more information, please visit www.ACG.org/Denver.
EKS&H announces new construction expert
Ehrhardt Keefe Steiner & Hottman (EKS&H), the largest Colorado-based accounting and business consulting firm and the sixth largest firm headquartered in the Western United States, announces that Shane Brown, CPA, was awarded the Certified Construction Industry Financial Professional (CCIFP) certification by the Board of Trustees of the Institute of Certified Construction Industry Financial Professionals (ICCIFP). The lengthy exam covered such topics as accounting & reporting, income recognition, budgeting & planning, risk management, taxes, human resources, legal issues, information technology, and joint ventures. Shane joins over 650 active CCIFPs across the nation and 41 certificate holders in Colorado.
EKS&H announces the release of the 2010 Business Outlook Survey
Ehrhardt Keefe Steiner & Hottman (EKS&H) PC, the largest Colorado-based accounting and business consulting firm, is pleased to announce the release of the 2010 Business Outlook Survey.
EKS&H Business Consulting conducts this annual survey to provide the business community with market specific information and insight on what company executives are projecting for the coming year. The results from this year’s survey represent over 170 companies from a wide variety of industries. The survey report can be accessed at the following web address:
www.eksh.com/businessconsulting.
Green Manning & Bunch Hires Greg Throckmorton as M&A Analyst
Green Manning & Bunch, a middle market investment banking firm, welcomes Greg Throckmorton as an analyst. Throckmorton will support the Managing Directors at GMB in each of GMB’s middle market practice areas: Building Materials & Services, Healthcare, Industrials and Technology. Greg will assist with merger and acquisition, private equity, debt placement and strategic financial advisory services for GMB’s clients in both the Denver and Phoenix offices.
Prior to joining GMB, Throckmorton was an investment banking analyst in the Energy Group at Headwaters MB and held internships at MBH Enterprise and Wm. Smith & Co. Throckmorton holds a B.S. in Finance from the Daniels College of Business at the University of Denver.
Haemonetics announces agreement to acquire Global Med Technologies
Haemonetics Corporation (NYSE: HAE) and Global Med Technologies, Inc. (OTCBB: GLOB) announced a definitive agreement under which Haemonetics will acquire Global Med for approximately $60 million in a cash tender offer. St. Charles Capital acted as exclusive financial advisor to Global Med Technologies in this transaction.
Global Med Technologies, Inc. (OTCBB: GLOB) is an international healthcare information technology company which markets a breadth of software solutions and services that span the blood supply continuum, from blood collection to the hospital transfusion center to the patient care environment. As a leading provider of blood and laboratory systems and services, Global Med’s products are deployed in 20 countries and serve over 2,100 transfusion centers, blood banks and laboratory sites.
Headquartered in Braintree, Massachusetts, Haemonetics (NYSE: HAE) is a global healthcare company dedicated to providing innovative blood management solutions for our customers. As a global leader in blood management solutions, Haemonetics helps plasma fractionators, hospitals and blood collectors to improve clinical care and lower costs by optimizing the collection, processing, and use of scarce blood resources. Haemonetics also markets information technology platforms and consulting services to help manage the blood supply chain and improve blood management practices.
St. Charles Capital, based in Denver, Colorado, provides expertise in mergers and acquisitions, raising private capital, and financial advisory services for middle-market companies nationwide. For more information, visit www.stcharlescapital.com.
Netsuite and Hein partner to provide expert accounting, regulatory compliance solutions
NetSuite Inc., (NYSE: N), a leading vendor of cloud computing business management software suites, and Hein & Associates LLP, a leading accounting and advisory services firm, today announced a partnership to provide both public and private companies with a range of customized accounting and regulatory compliance solutions powered by NetSuite’s leading cloud computing applications for financials, enterprise resource planning (ERP) and customer relationship management (CRM).
Working with NetSuite and its powerful, flexible cloud computing application suite and software development platform, Hein & Associates’ professional consultants will deliver sophisticated, vertically focused solutions for needs ranging from tax and financial reporting to growth plan development. NetSuite’s architecture will enable Hein & Associates to provide timely, Web-based software updates as regulations and best practices evolve.
Hein’s deep roots serving companies in the technology, manufacturing, distribution, and energy fields will promote specialized solutions for each of these industries.
With offices in Denver, Dallas, Houston, and Irvine, California, Hein & Associates LLP is ranked by Accounting Today as one of the 60 top accounting firms in the country. The company’s SEC practice is recognized as among the largest in the country by Public Accounting Report, and the firm is consistently recognized as a “Best-of-the-Best” firm by Inside Public Accounting. For more information about Hein & Associates, visit www.HeinCPA.com.
The partnership between NetSuite and Hein & Associates comes at a time when cloud computing is gaining increased traction as the preferred deployment model for business applications. Gartner recently forecasted the SaaS market to have a 17.7% Compound Annual Growth Rate (CAGR) through 2013, nearly five times the total application market’s 3.6% CAGR. Gartner Dataquest also recently released figures showing that NetSuite has joined the ranks of North America’s top ten ERP vendors by revenue. For more information about NetSuite Inc., please visit www.netsuite.com.
DGS attorney Elizabeth Titus elected Colorado GLBT Bar Association president
Davis Graham & Stubbs LLP associate Elizabeth Titus has been elected president of the Colorado Gay Lesbian Bisexual Transgender Bar Association for 2010. Formerly Colorado GLBT Bar Association’s secretary, Ms. Titus will continue to promote the group’s mission of providing support and a collective voice for Colorado GLBT legal professions through community involvement, activism and education.
Ms. Titus specializes in litigating cases for natural resources clients, including oil and gas, mining, and other companies and organizations. Her matters often involve permitting on public lands, cultural resources, federal Indian Law, OSHA, MSHA, land use, contract, tort and other commercial issues. Her noteworthy cases include successfully defending a NYSE company against deceptive trade practices, breach of contract, and conspiracy claims, obtaining a full defense verdict in a six-day jury trial, and assisting in a successful appeal to the Colorado Supreme Court regarding the enforceability of stipulated judgment against an insurance provider.
With Ms. Titus’ recent appointment, Davis Graham & Stubbs attorneys now serve as presidents of three specialty bar associations in Colorado. She joins DGS partner Victoria V. Johnson, who is the president of the Colorado Women’s Bar Association, and DGS associate Damian J. Arguello, who is the president of the Colorado Hispanic Bar Association. They continue a DGS tradition of leadership roles in our community and in organizations that seek to promote diversity in the legal profession.
For more information about Davis Graham & Stubbs, its practices and lawyers, please visit www.dgslaw.com.
DGS Partner Constance Rogers to Join U.S. Department of the Interior
Davis Graham & Stubbs LLP today announced that natural resources partner Constance L. Rogers has been selected to serve as the Deputy Solicitor for Energy and Mineral Resources in the U.S. Department of the Interior, effective February 15, 2010. Ms. Rogers will be relocating to Washington D.C.
In her new role, Ms. Rogers will report to Hilary Tompkins, Solicitor of the Department of the Interior, and will provide advice, counsel and legal representation on matters involving the management of energy and mineral resources on public lands and the Outer Continental Shelf. Ms. Rogers will be responsible for legal guidance on regulation, permitting and development of onshore and offshore minerals, conventional energy and renewable energy, royalties from leases on Federal lands, and coal leasing. Ms. Rogers will assist the Solicitor in advising the Bureau of Land Management on its energy and minerals programs, the Minerals Management Service and the Office of Surface Mining.
Ms. Rogers’ private law practice has encompassed renewable energy, mining, federal Indian law, public lands and historic preservation matters, in transactions, litigation and permitting. She has advised companies on mineral, renewable energy and other project development and permitting, primarily on federal public lands and Indian lands, with particular emphasis on compliance with federal land management statutes, the National Environmental Policy Act, wildlife and other species protection statutes, cultural resource and religious freedom laws and federal Indian law concerns.
DGS has one of the largest energy law, public lands and natural resources practices in the Rocky Mountain West. Ms. Rogers becomes the latest DGS partner to serve at the U.S. Department of the Interior; former DGS partners Clyde O. Martz and John M. Sayre as well as current DGS partners Zach C. Miller and Charles L. Kaiser each served former administrations in the Secretary’s and Solicitor’s offices.
Commenting on the appointment, DGS managing partner Chris Richardson noted that “Connie is the latest example of DGS natural resource lawyers who have committed to serve the public in the U.S. Department of the Interior. We are going to miss her tremendously, but her broad depth of experience and strong leadership skills make her the ideal individual to fill this important role.“
EKS&H’s Bruce Nelson Publishes Sales and Use Tax Book
Ehrhardt Keefe Steiner & Hottman (EKS&H), the largest Colorado-based accounting and business consulting firm and the sixth largest firm headquartered in the Western United States announces that Commerce Clearing House (CCH) has published the 2010 edition of its Sales and Use Tax Answer Book. This is the book’s thirteenth edition with state and local tax expert Bruce M. Nelson of EKS&H as lead author, along with co-authors James T. Collins and John C. Healy. The book addresses the critical sales and use tax issues confronting tax practitioners and their clients and includes discussion of current developments, guidance on compliance procedures, analysis of recent court cases, and ideas for tax planning.
Bruce has more than 25 years of experience in state and local tax and is on the adjunct faculty of Regis University, where he teaches courses in individual, partnership, and corporate taxation. He is also a frequent seminar speaker and teaches continuing education classes in state and local tax for the University of Denver’s Graduate Tax Program, the Colorado Society of CPAs, and the American Institute of CPAs.
M&A News: ABA Private Target Deal Points Study
The 2009 Private Target Deal Points Study, a project of the M&A Market Trends Subcommittee of the Committee on Mergers & Acquisitions of the American Bar Association’s Section of Business Law, is widely recognized as the gold standard for market metrics of key negotiated issues in M&A agreements and has achieved notable popularity among investment bankers, private equity investors, CFO’s and other non-lawyer deal professionals as an “unfair advantage” in negotiating private company acquisition agreements.
The Study analyzes publicly available acquisition agreements for transactions of between $25 and $500 million in size completed in 2008 that involved private targets being acquired by public companies. The final Study sample of 106 acquisition agreements excludes agreements from transactions in which the Target was in bankruptcy, reverse mergers, and transactions otherwise deemed inappropriate for inclusion.
Issues covered by the Study include:
• Purchase price adjustments and earnouts
• Material Adverse Effect and other Pervasive Qualifiers
• Catch-all representations and warranties
• Closing conditions
• Covenants
• Termination
• Sandbagging and non-reliance
• Indemnification
• Dispute resolution
ACG Denver member Clifford R. Pearl of Hensley Kim & Holzer, LLC was an active participant in the working group that prepared the study and would be delighted to provide a complimentary copy upon request. To receive your complimentary copy of the Study please contact Clifford R. Pearl of Hensley Kim & Holzer, LLC at cpearl@hkh-law.com.
