David Stockton advises businesses in all aspects of corporate finance. He has represented numerous issuers in initial and secondary public offerings and has extensive experience in private placements of securities. Mr. Stockton's focuses his practice on the full range of securities regulations applicable to officers, directors, and principal shareholders of public corporations, including share resale restrictions, Section 16, and insider-trading matters. He has extensive experience in the legal aspects of mergers and acquisitions, particularly those involving public companies. He has represented audit, compensation and various special committees of public company boards and has dealt with all aspects of public company corporate governance.
Mr. Stockton has been recognized in The Best Lawyers in America® in each year since 1995, most recently in the practice areas of Corporate Governance Law, Corporate Law, Mergers & Acquisitions Law, Securities/Capital Markets Law, and Securities Regulation. He has been listed in Chambers USA: America's Leading Lawyers for Business in Corporate Law/M&A Law each year since 2004. He has been recognized as a Georgia "Super Lawyer" in Mergers & Acquisitions and Business & Corporate law in 2009 and in Securities & Corporate Finance in 2012 and the three years immediately preceding by SuperLawyers magazine. Mr. Stockton is AV® rated by Martindale-Hubbell.
Professional & Community Activities
American Bar Association, Federal Regulation of Securities Subcommittee, Member
Atlanta Bar Association, Member and Past Chairman of the Business Practice Section
State Bar of Georgia, Member and Past Chairman of the Business Law Section, and Past Chairman of the Business Law Section's Securities Committee
Industries
Energy, Utilities & Power Systems; Consumer Products & Retail; Manufacturing; Transportation; Food, Beverage & Agriculture; Professional Services
Experience
Securities, M&A and Tax for James River Coal Co., Represented James River Coal, an Appalachian coal mining company headquartered in Richmond, Virginia, in its efforts to raise capital for improving and expanding business operations and responding to new regulatory requirements. This included a public offering of $150 million senior notes, four public offerings of common stock underwritten by Morgan Stanley and UBS Securities LLC from 2005 to 2008 for total proceeds of $233 million, and a private offering of $172.5 million of convertible notes in 2009. We also represented James River Coal on issues related to change of ownership and net operating loss limitations under Section 382 of the Internal Revenue Code and in implementing and amending on several occasions its senior credit facilities and shareholder rights plan.
Acquisition of International Resource Partners for James River Coal Company, The firm assisted James River Coal Company (James River) in its acquisition of International Resource Partners (IRP) for $475 million in cash. We assisted our client in its due diligence process, negotiating and documenting the purchase transaction, and advising on specialty areas including tax, litigation and executive benefits, and in a simultaneous negotiation of a $400 million bridge loan commitment from the company's financial advisor, Deutsche Bank Securities. We prepared three separate offering documents covering offerings of $180 million of common stock in an SEC registered offering and $230 million of convertible notes and $275 million of senior notes in private placements to institutional investors. James River launched a $150 million tender offer for all of its outstanding senior notes and increased the size of the offerings to cover that use of funds. All three offerings closed and the client received total proceeds of approximately $685 million. The closing of the $150 million tender offer as well as the $475 million acquisition of IRP are expected to mature in 2012.
Acquisition of BancIntelligence.com by Fiserv Inc., Represented BancIntelligence.com, which develops application software for the banking industry, in the sale of all the company's stock to Fiserv Inc.
Initial public offering for Interland Inc, Served as issuer's counsel for Interland Inc., a web hosting company, in its $60 million initial public offering.
Acquisition program for Miller Industries, Represented Miller Industries, Inc., the largest manufacturer of tow trucks in the world, in its vertical integration strategy involving the acquisition of more than 120 companies within its industry in more than 75 markets.
Financing advice for a leading U.S. operator of jewelry stores, Represented a leading U.S. operator of jewelry stores in the investigation of refinancing alternatives, including loans from control shareholders.
Merger of Emageon Inc. with AMICAS Inc., Represented Emageon Inc., a publicly traded medical image software developer, in connection with its merger with AMICAS Inc., a radiology information technology solutions provider. The transaction was structured as a tender offer followed by a short form merger.
Security financing and exchange offer for National Vision Inc., Assisted National Vision Inc., a national eyeglass retail chain, in issuance of $125 million principle amount of 12.75% senior notes with a Rule 144A exchange offer.
Sale of Capstone Consulting Partners, Inc., Represented Capstone Consulting Partners, Inc., a strategic consulting company in the utility industry, in its sale to a strategic acquirer.
Privatization and international initial public offering of Banco Hipotecario, Represented Argentine state-owned national bank, Banco Hipotecario, in connection with its privatization and international initial public offering, including the Rule 144A and Regulation S offering of American Depositary Receipts and International Options.
Special Committee considering strategic alternatives, Represented Independent board members of a North Carolina-based NYSE-listed services business in connection with their consideration of strategic alternatives.
Acquisitions for Servidyne Inc., Represented Servidyne Inc., a NASDAQ listed building performance consulting company, in its acquisitions of four businesses.
Centennial Healthcare going-private transaction, Represented the Special Committee of the Board of Centennial Healthcare, an operator of more than 100 nursing home facilities, in its consideration of two going-private proposals. The first $300 million proposal was ultimately terminated after the commencement of a governmental investigation. We represented the Special Committee in a subsequent transaction for approximately $180 million.
Refinancing of a NYSE-listed tow truck manufacturing company, Represented a NYSE-listed tow truck manufacturer in a series of refinancings involving its founding shareholder and a special committee.
Corporate bond offering "reopening" for AGL Resources Inc., Represented AGL Resources Inc., a Fortune 1000 energy services holding company and parent company of Atlanta Gas Light, in an underwritten public offering of $125 million in senior notes. The offering was a "reopening" of an existing series of AGL bonds originally issued in 2006.
Special committee representation for board of healthcare company, Represented Audit Committee and a Special Committee of the Board of a NYSE-listed healthcare information technology company in their investigations of a series of employee allegations of accounting irregularities related to revenue recognition.
Special committee representation for an Atlanta based building performance consulting company, Represented special committee of the Board of an Atlanta-based building performance consulting company in its negotiation of the settlement of a long term employment agreement with a board member.
Recapitalization of telecommunications company, Represented Special Committee of the Board of a telecommunications company in a recapitalization, which included a new investment of approximately $85 million by a control shareholder of the company.
Special Committee of the Board of International Textile Group Inc., Represented International Textile Group Inc. in connection with the acquisition of BST Safety Textiles from an affiliate of WL Ross & Company LLC in exchange for $84 million in Series A Convertible Preferred Stock of ITG and negotiation and issuance of $118 million of newly designated Series A Preferred Stock.
Initial public and follow-on stock offerings for Innotrac Corporation, Represented fulfillment and logistics provider Innotrac Corporation in its initial public offering of its common stock, including its pre-IPO corporate reorganization, as well as its follow-on public stock offering.
Going private investigation for a Midwest-based REIT, Represented a Midwestern NYSE-listed REIT with a market capitalization of over $700 million in its consideration of a management-led going private transaction.
Securities counsel to Internet Security Systems Inc. in connection with its $1.3 billion acquisition by IBM, Served as securities counsel to Internet Security Systems Inc. in connection with its $1.3 billion acquisition by IBM.
Public notes offering for James River Coal Company, Represented James River Coal Company in public offering of $150 million senior notes.
General corporate counsel representation for a commercial cooking equipment company, Represented a company focused on commercial cooking equipment in a variety of legal areas including public offerings, employment contracts, acquisitions, litigation, filing product patents, and negotiating the transaction that put the company's equipment in more than 23,000 stores of a chain restaurant - the biggest deal of its kind in the history of food service equipment.
Sale of Interland Inc., Represented Interland, Inc., a Web hosting company, in the sale of the company.
Acquisition of SBI Enteris Inc. by Enterpulse Inc., Represented Enterpulse Inc., a privately held provider of business process improvement solutions, in connection with its acquisition of all of the outstanding capital stock of SBI Enteris Inc., a privately held technology and software consulting firm.
Repurchase of $200 million of common stock for Audit Committee of NYSE financial services firm, Represented Audit Committee of the Board of a NYSE listed financial services firm in its consideration and negotiation of a repurchase of $200 million of common stock from an affiliated shareholder.
Going private transaction for AHL Services Inc., Represented the Special Committee of the Board of AHL Services Inc., a provider of outsourced marketing and merchandising support services, in a going private transaction.
Asset sale for privately-held provider of revenue cycle solutions, Represented Third Millenium Healthcare Systems, Inc., a privately-held provider of various Web-based solutions, in the sale of all its assets.
Recapitalization and asset sales for a textile company, The firm represented a Special Committee of the Board of a Virginia textile company in a series of recapitalizations and asset sales where the interests of the controlling shareholders were not aligned with those of the other equity holders.
Acquisition of a coal mining company by James River Coal Company, Advised James River Coal Company on its acquisition of a private coal mining company.
Redemption of National Vision Inc.'s senior secured notes and its acquisition by a private equity firm, Represented National Vision Inc., one of America's largest retail optical chains, in connection with the redemption of its 12% Senior Secured Notes, its acquisition by Berkshire Partners LLC, a Boston private equity firm, and its simultaneous acquisition of Consolidated Vision Group, another retailer of optical products. The merger of National Vision and Consolidated Vision Group resulted in the fourth largest retail optical chain in the United States.
Acquisition by National Vision Inc. of Eyeglass World, Represented National Vision Inc., one of America's largest retail optical chains, in its acquisition of another retail optical chain, Eyeglass World.
Repurchase of $150 million of common stock for NYSE listed financial services firm, Represented Audit Committee of the Board of a NYSE listed financial services firm in its consideration of the optional usage of excess capital and the ultimate negotiation of a repurchase of $150 million of common stock from an affiliated shareholder.
Stock-for-stock merger of International Textile Group Inc., Represented a Special Committee of the Board of International Textile Group Inc. in its consideration and consummation of a stock-for-stock merger with an affiliated company, Safety Components International Inc.
Venture capital investment fund for a health care investment company, Represented a venture capital fund focused on the health care industry in connection with multiple investments.
Corporate governance investigation for a Midwest-based REIT, Represented a Midwest-based REIT in a corporate governance investigation. The firm reported to an audit committee of the NYSE-listed issuer regarding various corporate governance and disclosure issues arising out of an SEC investigation.
Special committee Section 16(b) liability investigation, Representation of independent board members investigating whether to pursue claims by a shareholder that certain officers, directors and underwriters in the company's initial public offering had violated Section 16(b) short swing trading prohibitions.
Proxy contest for Emageon Inc., Represented Emageon Inc., a publicly traded medical image software developer, in connection with a hostile proxy contest by Oliver Press Partners, LLC, a New York based investment firm, seeking to place three nominees on Emageon's board of directors.
Corporate transaction for provider of eCommerce order processing, fulfillment and customer care services, Represented provider of eCommerce order processing, fulfillment and customer care services in sale of the company.
*Experience gained by attorney prior to joining Kilpatrick Townsend
Publications
27 April 2012, The JOBS Act: What to Expect from the Not-So-Private Private Placement Regulations, Articles
24 April 2012, The JOBS Act: What to Expect from the Not-So-Private Private Placement Regulations, Legal Alerts
16 April 2012, SEC Interprets JOBS Act Changes to Registration and Deregistration Requirements, Legal Alerts
05 April 2012, New JOBS Act Facilitates Private and Public Capital Formation, Legal Alerts
18 October 2011, SEC Issues Disclosure Guidance for Cybersecurity Risks and Incidents, Legal Alerts
31 January 2011, SEC Adopts Final Rules to Implement Advisory Vote on Executive Compensation and Golden Parachute Payments, Legal Alerts
01 November 2010, SEC Proposes Rules to Implement Advisory Vote on Executive Compensation and Golden Parachute Payments, Legal Alerts
05 October 2010, SEC Stays the Effect of Proxy Access Rules, Legal Alerts
30 September 2010, SEC Proposes New Rules and Issues Current MD&A Guidance on Short-Term Borrowing, Legal Alerts
02 September 2010, SEC Adopts Final Proxy Access Rules, Legal Alerts
16 July 2010, Executive Compensation and Corporate Governance Provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Legal Alerts
26 February 2010, SEC Amends Rules for Internet Availability of Proxy Materials, Legal Alerts
23 February 2010, SEC Proposes Amendments to Modernize Rule 10b-18 Safe Harbor Regarding Issuer Repurchases, Legal Alerts
18 December 2009, SEC Adopts New Rules Expanding Executive Compensation and Corporate Governance Disclosure Requirements, Legal Alerts
10 December 2009, SEC Approves Revised NYSE Corporate Governance Requirements, Legal Alerts
28 October 2009, FASB's Recent Codification of Accounting Standards to Affect Upcoming SEC Filings, Legal Alerts
22 October 2009, SEC Proposes Amendments to Notice and Access Proxy Rules, Legal Alerts
08 October 2009, SEC Sets Deadline for Smaller Reporting Companies to Provide SOX Independent Auditor Assessment of Internal Control Over Financial Reporting, Legal Alerts
06 July 2009, Change to NYSE Rule 452 Prohibits Discretionary Voting by Brokers in Uncontested Director Elections, Legal Alerts
17 June 2009, New Proposal Would Give Certain Shareholders the Right to Include Director Nominees in Company Proxy Materials, Legal Alerts
30 November 2008, Putting the Brakes on Executive Compensation
Source: Fulton County Daily Report, Articles
29 January 2008, SEC Adopts Amendments Affording Regulatory Relief and Simplification for "Smaller Reporting Companies", Legal Alerts
01 June 2007, Investigating Strategic Alternatives
Source: National Law Journal, Articles
15 June 2003, Going Private: The Best Option?
Source: National Law Journal, Articles
Securities Law, Blogs
News
21 February 2012, Kilpatrick Townsend Once Again Achieves Top Recognition in 2012 Georgia Super Lawyers, News Releases
06 September 2011, Kilpatrick Townsend Earns Record-Breaking Recognition in Annual Best Lawyers in America 2012, News Releases
13 June 2011, Kilpatrick Townsend Again Earns Highest Recognition From CHAMBERS USA 2011, News Releases
06 March 2011, Kilpatrick Townsend Acts as Legal Advisor to James River Coal in Acquisition of International Resource Partners LP and Logan & Kanawha Coal Company, LLC, News Releases
02 March 2011, Kilpatrick Townsend Once Again Achieves Top Recognition in 2011 Georgia Super Lawyers, News Releases
12 August 2010, Kilpatrick Stockton Earns Record-Breaking Recognition in Annual Best Lawyers in America 2011, News Releases
15 June 2010, Kilpatrick Stockton Recognized by Prestigious 2010 Legal 500 US, News Releases
14 June 2010, Kilpatrick Stockton Again Earns Highest Recognition From CHAMBERS USA 2010, News Releases
03 June 2010, Kilpatrick Stockton's David Stockton to Serve as Featured Speaker at IIA's International Conference, News Releases
04 March 2010, Kilpatrick Stockton Ranked Number One in Five 2010 Georgia Super Lawyer Categories, News Releases
04 August 2009, Kilpatrick Stockton Earns Record-Breaking Recognition in Annual Best Lawyers in America 2010, News Releases
15 July 2009, Kilpatrick Stockton Recognized by Prestigious 2009 Legal 500 US, News Releases
15 June 2009, Kilpatrick Stockton Once Again Earns Highest Recognition From Chambers USA, News Releases
02 March 2009, Kilpatrick Stockton Ranked Number One in Five Georgia Super Lawyer Categories, News Releases
Events
16 March 2011, Issues in Public Company M&A, Events
08 June 2010, Implications of Board of Governance: What Can Go Wrong?, Events
15 March 2010, Corporate Governance for the Financier Worldwide, Events
31 January 2008, Private Equity Overview, Events
07 October 2007, Private Equity M&A, Events
01 September 2007, Topics of Interest to Public Company Directors, Events
01 June 2007, Activist Hedge Funds, Events
15 October 2006, Private Equity and M & A, Events
15 September 2006, Issues in Public Company M & A, Events