A member of Husch Blackwell's Technology, Manufacturing &Transportation and Energy & Natural Resources teams, Jeff has represented issuers in more than 100 public and private offerings that have raised over $14 billion. He has also represented clients in more than 70 mergers and acquisitions, buy and sell side, valued at approximately $3 billion. In addition, Jeff has significant experience with crisis management issues resulting from Chapter 11 reorganizations, restatements of financial statements from accounting irregularities and financial distress due to changed market conditions. He is knowledgeable in corporate governance matters, in addition to compliance related to the Sarbanes-Oxley Act of 2002.
Jeff's significant work includes:
•Counseling WireCo WorldGroup, one of the world's largest manufacturers of steel and synthetic lifting products, as the issuer in its S-4 Registration Statement for the exchange offer of $425 million aggregate principal amount of 9.5% senior notes due in 2017 and resulting in a reporting company with the Securities and Exchange Commission (SEC).
•Representing Bradken, an international manufacturer of steel castings, in the purchase of $58 million of assets of Almac Machine Works in Edmonton, Alberta, Canada.
•Assisting Green Plains Renewable Energy, a leading, vertically integrated producer, marketer and distributor of ethanol, in its $120 million private placement of convertible senior notes; and the sale of agribusiness assets to Andersons for $144.6 million, including $27.8 million of debt assumed.
•Represented a manufacturer of lithium batteries in a joint venture with a large multinational chemical company to form a new company to make lithium batteries for electric vehicles using incentives from state and federal governments.
•Representing Commerce Bancshares, one of the nation's top 50 holding companies based on asset size, in its $150 million registered offering of 6,000,000 depositary shares, each representing a 1/1,000th interest in the newly issued 6% Series B Non-Cumulative Perpetual Preferred Stock. Commerce used the proceeds of this offering with other available liquidity to repurchase $200 million of its common stock pursuant to an accelerated repurchase program entered into at that time.
•Advising Algonquin Power & Utilities Corp., an owner and operator of regulated and non-regulated utility businesses in North America, in its Regulation S offering of Cdn. $172.6 million of common shares in Canada, followed by the resale of a portion of these common shares to Qualified Institutional Buyers in the U.S. under Rule 144A.
In addition, Jeff has negotiated credit agreements and related financing agreements, and he has designed, drafted and registered equity compensation plans.
Awards and Recognitions
•The Best Lawyers In America, Securities/Capital Markets Law, Securities Regulation, 2008-2015; Kansas City Securities/Capital Markets Law Lawyer of the Year, 2013
•Lexology Client Choice Awards
•Colorado, General Corporate, 2014
•Missouri, General Corporate, 2013
•Boy Scouts of America, Santa Fe Trail District, Cub Scout Pack 3010, committee chair, 1998-2000
•Cambridge Church, Council of Advice, president, 2005-2011; lay leader of Capital Campaigns, 2004 and 2008; Building Committee
•St. Paul's Episcopal Church, senior warden, 1995-1997
•St. Paul's Episcopal Day School, School Board, 1995-1997
•Represented Green Plains Inc. in its $225 million syndicated credit facility secured by six of its twelve ethanol plants.
•Represented a subsidiary of Kansas City Southern, a holding company with domestic and international rail operations in North America, in an exchange offer of $300 million of 8.0% senior notes due in 2018 that were registered pursuant to a Form S-4 Registration Statement.
•Negotiated long-term supply agreements with original equipment manufacturers.
•Handled securities law aspects of the bankruptcy of Atchison Casting Corp., a manufacturer of highly engineered steel and iron castings and machined components.
•Handled more than 25 acquisitions and divestitures for a manufacturer of steel/iron castings after its initial public offering.
•Provided counsel for clients in going-private transactions, including Fortune 500 transportation company Central Freight Lines Inc., a tender offer for outstanding stock of natural gas distributor Aquila Gas Pipeline Corp. and the attempted management buyout of financial services company TransFinancial Holdings Inc.
•Assisted Green Plains Renewable Energy Inc. with the repurchase of 3.7 million shares of its common stock for $37.2 million from its largest shareholder; and the registered sale by that shareholder of 3.450 million shares to the public for $34.7 million pursuant to an S-3 Registration Statement filed by Green Plains.
•Represented Green Plains Renewable Energy in its public offering of $80 million of its common stock in March 2010, its October 2010 merger with an ethanol producer for $169.2 million and, in November 2010, its private placement of $90 million of 5.75% convertible senior notes due in 2015.
•Acted as special Missouri counsel for O'Reilly Automotive Inc., one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States, in the registered offering of $300 million aggregate principal amount of 3.8% senior notes due in 2022, the registered offering of $300 million aggregate principal amount of 3.85% senior notes due in 2023, and the amendment of its credit agreement.
•Managed Chapter 11 reorganization of Payless Cashways Inc., a billion-dollar building materials specialty retailer listed on the New York Stock Exchange.
•Assisted in the restatement of financial statements due to accounting irregularities and related matters for four public companies.
5.16.14 D.C. Circuit Rejects Emergency Motion to Stay Conflict Minerals Rule
Technology, Manufacturing & Transportation Alert
4.09.14 SEC Publishes Second Set of Conflict Mineral FAQs Focusing on Audit Requirement
Technology, Manufacturing & Transportation Alert
4.01.14 The Volcker Rule Takes Effect
1.06.14 SEC Proposes Expansion of the Securities Registration Exemption Under Schedule A
11.01.13 SEC Proposes JOBS Act Crowdfunding Rules
8.28.13 Do Conflict Minerals Rules Apply to Home Builders?
Technology, Manufacturing & Transportation Blog
8.15.13 PCAOB Proposes Major Reforms to Auditor Reporting Standards
7.16.13 SEC Lifts the Ban on General Solicitation and Advertising
6.24.13 A Checklist of Best Practices for Companies' Social Media Communication
5.21.13 First Deadline Nears for Compliance with Compensation Committee Rules
In The News
8.19.14 Husch Blackwell Boasts 106 Best Lawyers on 2015 List, Seven “Lawyers of the Year”
Energy & Natural Resources Financial Services Food & Agribusiness Healthcare, Life Sciences & Pharmaceuticals Real Estate, Development & Construction Technology, Manufacturing & Transportation News Release
4.04.14 Husch Blackwell is Top Missouri Firm in Lexology's 2014 Client Choice Guide
2.13.14 Husch Blackwell's Energy Team Expands in Denver; Three Partners Added, Strengthening Corporate Expertise
Energy & Natural Resources News Release
8.16.13 Best Lawyers 2014 Names 109 from Husch Blackwell, 13 “Lawyers of the Year”
Healthcare, Life Sciences & Pharmaceuticals Real Estate, Development & Construction Financial Services Energy & Natural Resources News Release
3.01.13 Lexology's 2013 Client Choice Guide Names Husch Blackwell Exclusive General Corporate Winner in Missouri
9.21.12 Best Lawyers Names Six Husch Blackwell Attorneys 2013 “Lawyers of the Year”
Real Estate, Development & Construction News Release
8.23.12 2013 Best Lawyers Includes 106 Husch Blackwell Attorneys in 56 Practice Areas and 7 States
9.06.11 More Than 100 Husch Blackwell Attorneys Named to Best Lawyers 2012