| Biography | Mark J. Kelson focuses his practice in the area of corporate transactional work, including public and private securities offerings, mergers and acquisitions, leveraged buyouts and joint ventures. In addition, he acts as corporate counsel to a number of publicly and privately held businesses, in domestic and cross-border transactions. Mark provides these services to regional and global investment banks, private equity firms, financial institutions, REITs and companies in the healthcare, technology, consumer products, aerospace, manufacturing and hospitality industries. He also advises boards of directors with respect to corporate governance, strategy, shareholder disputes and executive compensation. Mark has published numerous articles covering topics that include strategies in merger and acquisition transactions, corporate governance, laws pertaining to securities trading by corporate officers and directors and trends in proxy requirements. Areas of Concentration ˇ Capital Markets ˇ Mergers & Acquisitions ˇ Private Equity ˇ Financial Services & Banking ˇ Corporate & Finance ˇ Real Estate Investment Trusts (REITs) Significant Representations ˇ Select Merger and Acquisition and Related Transactions
- Ria Envia, Inc. - Lead counsel in connection with the $510 million sale to Euronet, Inc. Ria was the third largest global money transfer payment processer, and the largest privately held worldwide.
- Progressive Healthcare Systems - Lead counsel in connection with the merger with Lakeside Healthcare, Inc., forming the largest healthcare provider group in Southern California.
- Southland Title Company - Lead counsel in connection with the $150 million sale of the largest independent title insurance company in California to LandAmerica Financial, Inc.
- ITS Pharmacy, Inc. . - Lead counsel in connection with the sale of a leading national wholesale pharmacy company and its affiliated companies to Specialty Therapeutic Care Holdings, Inc.
- The Mobile Solution, Inc. - Lead counsel in connection with the sale to T-Mobile, Inc. of the largest distributor in the U.S. of T-Mobile products and services.
- Bell Industries, Inc. - Lead counsel in connection with the acquisition of SkyTel from Verizon Communications, Inc. and the subsequent dispositions of certain SkyTel assets to Sprint Nextel Corporation, Velocita Wireless and SkyGuard.
- Sonus Networks, Inc. - Principal corporate and securities counsel for an international provider of telecommunications and wireless infrastructure products and services. Among the matters handled were:
- Poison Pill - Adoption of a poison pill and negotiation of a shareholder agreement with a 25% institutional activist stockholder; and
- Issuer Tender Offer - Conducted in connection with an employee stock option exchange program.
- True Religion Apparel, Inc. - Principal corporate and securities counsel to a leading global lifestyle and apparel company in connection with matters involving securities, corporate governance, strategic transactions, executive compensation and expansion of international and retail operations.
- American Hi Definition, Inc. - Lead counsel in connection with the sale of a leading company in theatre production rentals and services, and its sister company, a provider of video production and equipment, to NEP, Inc.
- Malone Mortgage, Inc. - Lead counsel in connection with the sale of one of the nation's leading FHA lending companies to Key Bank.
- C&C California, Inc. - Lead counsel in connection with the sale of a leading fashion apparel provider to Liz Claiborne, Inc.
- Shabby Chic - Lead counsel in connection with the sale of a leading home products company to Brand Sense Partners, LLC.
- Premier Nutrition, Inc. - Lead counsel in the sale of a national distributor of innovative nutrition and protein products and food supplements to Joint Juice, Inc., a portfolio company of Lurie Investment Fund, LLC.
- Gold Star Foods - Lead counsel in the sale of a leading distributor of food products to public school systems to Prospect Partners.
- Superior Anhausner Foods, Inc. - Lead counsel in connection with the sale of a leading provider of "center of the plate" products to the restaurant industry to Sysco Corporation.
- Meatco Provisions, Inc. - Lead counsel in connection with the sale of one of the largest distributors of protein products to Hispanic supermarkets in the U.S.
- Yosemite Waters, Inc. - Lead counsel in connection with the sale of a nationwide distributor of home, office and retail bottled water products to DS Waters of America, Inc. (owner of Sparkletts), a portfolio company of Kelso & Company.
- Franchise Mortgage Acceptance Corporation - Lead counsel in connection with the $300 million merger transaction with Bay View Bank.
- Avco Leasing Services, Inc. - Lead counsel to Imperial Credit Industries, Inc. in connection with the $95 million acquisition from Avco Financial Services, Inc.
- CoastFed Business Credit Corporation - Lead counsel to Imperial Credit Industries, Inc. in connection with the $150 million acquisition from Coast Federal Bank. ˇ Selected Securities Transactions - Lead counsel for either issuers or underwriters in a variety of public and private offerings, including:
- Hanmi Financial Corp. - Issuer's counsel in connection with a $120 million stockholders' rights offering and best efforts public offering.
- City National Corporation - Underwriters' counsel to Credit Suisse, Merrill Lynch and Sandler O'Neill+Partners in connection with a $110 million public offering.
- Wilshire Bancorp - Issuer's counsel in connection with a $115 million public offering underwritten by JP Morgan and Macquarie Securities.
- Stewart Information Services Corporation - Initial purchaser's counsel to FBR Capital Markets in connection with a $65 million 144A private placement of convertible notes.
- Birchmont Capital Partners - Issuer's counsel in connection with a $200 million private placement of limited partnership interests.
- Anworth Mortgage Asset Corporation - Issuer's counsel for one of the first established agency mortgage REITs. Notable transactions include:
- Common Stock Offerings - Initial public offering and multiple additional offerings of common stock totaling more than $300 million;
- Preferred Stock Offerings - Public offerings of Series A cumulative preferred stock and Series B convertible preferred stock totaling $50 million; and
- Controlled Equity Offerings -- Common and preferred stock offerings totaling more than $150 million.
- CBRE Realty Finance, Inc. - Underwriters' counsel to Credit Suisse, Deutsche Bank and Citigroup in connection with a $150 million initial public offering.
- CBRE Realty Finance, Inc. - Initial purchaser's counsel to Credit Suisse in connection with a $300 million 144A private placement.
- Meruelo Maddox, Inc. - Underwriters' counsel to FBR Capital Markets, UBS Investment Bank and RBC Capital Markets in connection with a $400 million initial public offering.
- Thomas Properties Group, Inc. - Underwriters' counsel to FBR Capital Markets, UBS Investment Bank, RBC Capital Markets and Wells Fargo Securities in connection with a $170 million initial public offering.
- Sunstone Hotel Investors, Inc. - Special counsel for executive compensation and tax matters in connection with an initial public offering.
- Multilink Technology Corporation - Issuer's counsel in connection with an $85 million initial public offering.
- Impac Mortgage Holdings, Inc. - Issuer's counsel in connection with $80 million initial public offering and several subsequent public offerings. *Certain representations were handled by Mark Kelson prior to his joining Greenberg Traurig, LLP. Professional & Community Involvement ˇ Member, Advisory Board of the Institute for Corporate Counsel ˇ Member, American Bar Association Articles, Publications, & Lectures Publications ˇ "A Sure Thing Versus the Peak Price: Courts Take a Real-World View on this Historic Balance," Mergers & Acquisitions: The Dealmaker's Journal, June 2006 ˇ "Will Your Defensive Line Be Too Strong? Designing M&A Defensive Strategies," Insights: The Corporate & Securities Law Advisor, December 2005 ˇ "Updating Insider Trading Policies and Procedures," Insights: The Corporate & Securities Law Advisor, March 2004 ˇ "Shareholder Activism in the 2003 Proxy Season," Insights: The Corporate & Securities Law Advisor, January 2003 ˇ "Recent Developments Related to Stock Options," Securities Litigation & Regulation Journal, December 2002 ˇ "New Requirements and Responsibilities for Audit Committees," Insights: The Corporate & Securities Law Advisor, October 2002 ˇ "Delegation of Option Granting Authority In Delaware," Insights: The Corporate & Securities Law Advisor, April 2002 ˇ "The Fundamentals of Rule 10b5-1: A Practical Guide to Understanding the New Rule that Permits Corporate Insiders to Buy and Sell Securities Pursuant to Pre-Arranged Trading Plans," Securities Regulation Law Journal, Fall 2001 ˇ "Choice of Law and Consent to Jurisdiction Provisions in Lending Agreements," Loyola of Los Angeles Law Review, 1990. |