Jeffrey T. Haughey: Lawyer with Husch Blackwell LLP

Jeffrey T. Haughey

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Partner
Denver,  CO  U.S.A.
Phone303.749.7231

Peer Rating
 5.0/5.0
AV® Preeminent

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Practice Areas

  • Manufacturing
  • Energy & Natural Resources
  • Railroads
  • Corporate
  • Mergers & Acquisitions
  • Securities & Corporate Governance
 
Contact InfoTelephone: 303.749.7231
Fax: 303.749.7272
http://www.huschblackwell.com/jeff-haughey
 
University University of Illinois at Urbana-Champaign, B.S., Accounting, with high honors, 1980
 
Law SchoolUniversity of Iowa College of Law, J.D., with distinction, 1983 The Journal of Corporation Law, Editor-in-Chief, 1982-1983
 
Admitted1983, Missouri. (Not admitted in Colorado)
 
Biography

A member of Husch Blackwell's Technology, Manufacturing &Transportation and Energy & Natural Resources teams, Jeff has represented issuers in approximately $13 billion of public offerings and private placements of equity and debt securities. He has advised many of these same clients in connection with mergers and acquisitions of other companies with a portion of the proceeds of the offerings. 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 as the issuer in its S-4 Registration Statement for the exchange offer of $425 million aggregate principal amount of 9.5 percent senior notes due in 2017.

· Representing Bradken, an international manufacturer of steel castings, in the purchase of $58 million of assets of Almac Machine Works Ltd in Edmonton, Alberta, Canada.

· Assisting Green Plains Renewable Energy, a leading, vertically integrated producer, marketer and distributor of ethanol, with the sale of agribusiness assets to Andersons for $144.6 million, including $27.8 million of debt assumed, in December 2012; 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.

· Representing a joint venture of a manufacturer of lithium batteries 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.

In addition, Jeff has negotiated credit agreements and related financing agreements, and he has designed, drafted and registered equity compensation plans.

Awards & Recognitions

· The Best Lawyers In America, Securities/Capital Markets Law, Securities Regulation, 2008-2014; Kansas City Securities/Capital Markets Law "Lawyer of the Year," 2013

· Lexology Client Choice Awards, Missouri, General Corporate, 2013

· Martindale-Hubbell AV Preeminent

Professional Associations & Memberships

· The Missouri Bar

· Society of Corporate Securities and Governance Professionals

Civic Involvement

· 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

Experience

· Counseled WireCo WorldGroup Inc., 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 percent senior notes due in 2017 that was declared effective by the Securities and Exchange Commission, which allowed the exchange offer to be completed in March 2012.

· Counseled a joint venture of a manufacturer of lithium batteries with a large multinational chemical company to form a new company to make lithium batteries for electric vehicles. Incentives secured from state and federal governments.

· Represented Bradken Inc., an international manufacturer of steel castings, in the purchase of $58 million of assets of Almac Machine Works Ltd in Edmonton, Alberta, Canada.

· 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 percent 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. (Nasdaq), 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., a leading, vertically integrated producer, marketer and distributor of ethanol, with the sale of agribusiness assets to the Andersons Inc. for $144.6 million, including $27.8 million of debt assumed, in December 2012; 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 percent 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 percent senior notes due in 2022, the registered offering of $300 million aggregate principal amount of 3.85 percent 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.

Publications

8.28.13, Do Conflict Minerals Rules Apply to Home Builders?

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

4.3.13, In Order to Tweet Information, Companies Must Alert Investors

1.28.13, FTC Announces Revised Jurisdictional Thresholds for Hart-Scott-Rodino Filings

10.4.12, Exchanges Submit Proposals on Independence Standards for Compensation Committee Members and Advisors

8.29.12, SEC Adopts Disclosure Rules for Conflict Minerals

6.26.12, New Rules Rolled Out for Compensation Committees and Advisors

6.5.12, Draft Registration Statements Under the JOBS Act: How to Get Them Done

4.5.12, JOBS Act Promises to Improve Access to Capital

12.23.11, Issuers Beware: SEC Has Amended the Definition of an "Accredited Investor"

1.1.11, Methods to Raise Capital in the Current Environment

9.21.10, SEC Adopts Final Rules on Shareholder Proxy Access

3.23.09, Amendment Proposed to NYSE Rule 452

2.26.09, New Development in Poison Pills

1.29.09, Activist Shareholders' Stealth Tools: Empty Voting and Total Return Swaps

1.12.09, What's New for the 2009 Proxy and Annual Report Season

 
ISLN906627127
 

Documents by this lawyer on Martindale.com

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SEC Publishes Second Set of Conflict Mineral FAQs Focusing on Audit Requirement
Jeffrey T. Haughey,Mary Anne O'Connell,Daniel J. Thompson, April 15, 2014
The Securities and Exchange Commission (SEC) has released new answers to nine Frequently Asked Questions about the conflict minerals rule. The regulation requires most reporting companies to disclose the presence of conflict minerals in products that they manufacture or contract to manufacture. The...

SEC Proposes Expansion of the Securities Registration Exemption Under Schedule A
Jeffrey T. Haughey,Daniel J. Thompson, January 8, 2014
On Dec. 18, 2013, the Securities and Exchange Commission (SEC) proposed new rules intended to increase access to capital for smaller companies. This rulemaking implements Title IV of the Jumpstart Our Business Startup Act (JOBS), which mandated that the SEC implement new rules that exempt annual...

SEC Proposes JOBS Act Crowdfunding Rules
Jeffrey T. Haughey,Candace R. Jackson, November 5, 2013
On Oct. 23, 2013, the Securities and Exchange Commission (SEC) adopted proposed rules to permit the offering of equity securities via crowdfunding. In Title III of the Jumpstart Our Business Startups Act, known as the JOBS Act, a Senate amendment referred to as the Capital Raising Online While...



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Jeffrey T. Haughey

1700 Lincoln Street, Suite 4700
DenverCO 80203




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