In his 25 years of practice, Mr. Woolery has served as lead counsel to public and private companies, private equity funds and investors in numerous complex multimillion-dollar mergers, acquisitions, recapitalizations and financings. He has negotiated and closed over 110 deals and has represented growth companies in corporate, securities and finance matters. He also has represented issuers and investors in all stages of capital formation including angel, venture, private equity and mezzanine investments, and initial public offerings (IPOs).
In recent years, Mr. Woolery's practice has focused on Middle Market Mergers and Acquisitions in which he represents private equity groups and their portfolio companies, strategic and financial buyers, and selling founders and entrepreneurs. In addition, Mr. Woolery represents boards of directors in fulfilling their fiduciary duties and in other corporate governance matters. He is the immediate past chair of the Corporate Department in the Kansas City Office of Kutak Rock and also was a member of Kutak Rock's Policy Board.
Mr. Woolery has represented:
• The management team in a management buyout of an independent insurance marketing organization.
• A portfolio company of a private equity fund in the sale of the company's Oracle solutions business unit to Grant Thornton LLP.
• A private equity fund in a recapitalization of a telecommunications reseller.
• A private equity group in a recapitalization of a Canadian off-road equipment company.
• A consulting services portfolio company in its recapitalization by a private equity fund.
• Sellers in a stock sale of a managed Internet hosting company to a venture capital-backed portfolio company.
• An avionics technology company in its strategic partnership with and Series D investment by the Italian agency that manages the Italian space program.
• A private medical device company in its sale to an Irish public company.
• A publicly traded bank in its sale of Georgia branches and retail deposits (approximately $210 million).
• A publicly traded bank in its sale of Indiana branches and deposits (approximately $460 million).
• A seller of servicing rights to mortgages on a military housing project to a global financial services firm.
• A publicly traded insurance franchise holding company in a $33.75 million merger.
• A publicly traded company in a $150 million stock-for-stock merger of an Australian information technology company.
• A propane distributor in a $250 million subordinated debt offering.
• A lead venture capital investor in a mezzanine financing as part of a propane distributor's initial public offering.
• Public pension and other funds in $1.0 billion of investments in private equity and hedge funds.
• A life insurance company in $500 million of investments in off-balance sheet restructurings.
• A premium finance company in a $150 million finance conduit.
• Various real estate investment funds in over $200 million in capital formations.
• Represented a prominent non-profit corporation in connection with the IRS's intermediate sanctions. Guided the special committee of the board through these issues, conducted the internal investigation, and designed and implemented the strategy to resolve all issues with all constituencies, without the imposition of intermediate sanctions.
• Represented a non-profit corporation that was subject to federal, state and local criminal and regulatory investigations, as well as civil lawsuits. Led the team that coordinated responses to these investigations and all matters were resolved satisfactorily.
• Represented a non-profit corporation that was subject to a civil investigation by the U.S. Department of Justice based upon alleged violations of the False Claims Act (31 U.S.C. 3729-3733). Coordinated attorneys inside and outside Kutak Rock to resolve all issues satisfactorily.
• Dozens of board presentations on board protection issues and fiduciary issues.
• Presenting, Mergers and Acquisitions: Advising Buyers and Sellers during the First Steps of the Process, presented as part of Helping Your Client Buy or Sell a Medium-Sized Business, NBI Seminar, Kansas City, Missouri, February 21, 2014.
• Moderated a panel on Private Equity Success Stories, Mid-America Corporate Growth Conference, St. Louis, Missouri, May 15, 2013.
• Presenting sponsor, Building a Winning M&A Capability, Mid-America Corporate Growth Conference, Kansas City, Missouri, June 7, 2012.
• Presenter, Mergers and Acquisitions: Advising Buyers and Sellers during the First Steps of the Process, presented as part of Helping Your Client Buy or Sell a Medium-Sized Business, NBI Seminar, Kansas City, Missouri, February 17, 2012.
• Moderated a panel on The Future of Private Equity at ACG KC Capital Connection and Private Equity Forum, Kansas City, Missouri, June 9, 2010.
• Moderated a panel on The Current State of Private Equity at ACG KC Private Equity Forum, Kansas City, Missouri, June 3, 2009.
• Participated in a panel on Succession Planning through Mergers and Acquisitions at Kauffman Foundation, Kansas City, Missouri, November 21, 2008.
Mr. Woolery is an Adjunct Professor of Law at the UMKC Law School (since 2009) where he teaches Securities Regulation (including the securities laws aspects of mergers and acquisitions).
January 2, 2014 Middle Market Merger and Acquisition
A team of attorneys from Kutak Rock's Kansas City office closed a middle market management buyout, negotiating the acquisition of an annuity and life marketing organization.
August 5, 2013 Kutak Rock Leads $849 Million Equity Sale
September 16, 2014 2014 Amendments to Delaware Law Affecting Mergers & Acquisitions In July 2014 the Delaware governor signed into law several amendments affecting mergers and acquisitions.
August 20, 2014 Confidential Non-Disclosure Agreement (CNDA) Negotiation Considerations in Mergers and Acquisitions CNDAs are becoming more heavily negotiated in mergers and acquisitions. Based on our recent deals, we have listed some considerations to assist in your CNDA negotiations.
August 1, 2014 Ten Mistakes Entrepreneurs Make in Selling Their Middle Market Companies
Mitch Woolery in the firm's Kansas City office has written an article titled Ten Mistakes Entrepreneurs Make in Selling Their Middle Market Companies.
July 15, 2014 Letters of Intent: Is Your Non-Binding Letter of Intent Legally Binding?
June 12, 2014 Delaware Cases Impact Whether Deals will be Upheld and Whether Directors, Officers and Advisors will be Liable
February 21, 2014 Advising Middle Market Buyers and Sellers During the First Steps of the M&A Sales Process
July 11, 2013 SEC Adopts General Solicitation and Bad Actor Rules for Private Offerings
April 10, 2012 Jumpstart Our Business Startups (JOBS) Act
On April 5, 2012 President Obama signed into law the Jumpstart Our Business Startups Act or the JOBS Act.