Areas of Practice
Mr. Wernli has a broad transactional practice with three main areas of focus: securities, mergers and acquisitions, and joint ventures and strategic alliances.
Securities. Mr. Wernli regularly advises clients on all aspects of SEC reporting and listing exchange compliance matters, corporate governance and general corporate law matters, drawing from both law firm experience and in-house experience, having served as Vice President of an NYSE-listed company in charge of securities law compliance. Mr. Wernli has also worked on several public offerings and PIPE transactions.
Mergers and acquisitions. Mr. Wernli has worked on many M&A transactions, representing clients in a broad array of industries. He represents both private and public company buyers and sellers.
Joint ventures and strategic alliances. Mr. Wernli is experienced in drafting and negotiating the complex partnership and LLC agreements that are customary for joint venture and project finance transactions. He has worked on projects in a variety of different industries, with a focus on solar and real estate development projects, and has represented both capital partners and operating partners in such transactions.
Mr. Wernli previously served on the Partnerships and LLCs Standing Committee of the State Bar of California.
•Represented Keefe, Bruyette & Woods, Inc., a Stifel company, as sole book-running manager in $25.3 million initial public offering of OP Bancorp (NASDAQ: OPBK)
•Represented LendingTree, Inc. (NASDAQ: TREE) in $300 million sale of Convertible Senior Notes under Rule 144A
•Represented Synergy Pharmaceuticals, Inc. (NASDAQ:SGYP) in $125.0 million follow-on public offering
•Represented Bridgepoint Education, Inc. (NYSE:BPI) in $141.8 million initial public offering
•Represented Clean Energy Fuels Corp (NASDAQ:CLNE) in $120 million initial public offering
•Represented Parametric Sound Corporation (NASDAQ:PAMT) in $5 million registered direct offering off Form S-3 shelf registration statement
•Represented SpaceDev, Inc., MicroIslet, Inc., American Technology Corporation, Open Energy Corporation and KfX, Inc. in numerous PIPE transactions
•Representative clients have included LendingTree, Inc., Dialogic, Inc., Parametric Sound Corporation, Bridgepoint Education, Inc., Clean Energy Fuels Corp., Overland Storage, Inc., SpaceDev, Inc., Axesstel, Inc., American Technology Corporation and MicroIslet, Inc.
Mergers and Acquisitions
•Represented Cubic Corporation (NYSE: CUB) in acquisition of Gridsmart Technologies, Inc.
•Represented Bison Capital in sale of portfolio company Lime Energy Co. to Willdan Group, Inc. (NASDAQ: WLDN)
•Represented Cubic Corporation (NYSE: CUB) in acquisition of Advanced Traffic Solutions, Inc. (Trafficware)
•Represented D’Style, Inc. (Allen Copley Designs) in acquisition by Kimball Hospitality, Inc., a subsidiary of Kimball International, Inc. (NASDAQ: KBAL)
•Represented Belgacom International Carrier Services, S.A. (BICS) in acquisition of TeleSign Corporation
•Represented Employee Health Systems Medical Group, Inc. in acquisition of Multicultural Medical Group, Inc.
•Represented Allied Universal in acquisition of FJC Security Services, Inc.
•Represented United Flexible, Inc., a portfolio company of Arlington Capital Partners, in acquisition of Kreisler Manufacturing Corporation (OTC Pink: KRSL)
•Represented founders of Universal Services of America in merger of AlliedBarton and Universal Services of America
•Represented Live Nation Entertainment, Inc. in acquisition of controlling stake in Green Light Media & Marketing LLC
•Represented Universal Services of America in recapitalization and equity investment by Warburg Pincus
•Represented Dialogic, Inc. (OTCQB: DGCL) in acquisition by Novacap TMT, a Canadian private equity firm
•Represented controlling shareholders of XYPRO Technology Corporation in management buyout transaction
•Represented Parametric Sound Corporation (NASDAQ:PAMT) in merger with VTB Holdings, Inc. (Voyetra Turtle Beach)
•Represented National Technical Systems, Inc. (NASDAQ:NTSC) in acquisition by the Aurora Group
•Represented Keolis Transit America, Inc. in divestiture of subsidiary Limousines of South Florida, Inc. to Transportation America, Inc.
•Represented Universal Services of America in recapitalization and equity investment by Partners Group
•Represented Universal Protection Service, a division of Universal Services of America, in its acquisition of Protection Plus Security Corporation
•Represented Universal Protection Service, a division of Universal Services of America, in its acquisition of Wexler Enterprises, Inc. (Summit Security)
•Represented Celerity Partners in acquisition of Meridien Research, Inc. and Insearch.net, Inc.
•Represented Clean Energy Fuels Corp. in acquisition of McCommas Bluff landfill gas processing facility
•Represented Overland Storage, Inc. in acquisition of Snap Server NAS Business from Adaptec, Inc.
•Represented OMNI Life Science, Inc. in acquisition of Apex Surgical, LLC
•Represented SpaceDev, Inc. in acquisition of Starsys, Inc.
Project Finance and Joint Ventures
•Represented DM Development in joint ventures to develop several California real estate projects
•Represented ET Solar in acquisition of solar projects from Blue Green Energy, LLC
•Represented KB Home in joint venture with Nationstar Mortgage
•Represented capital partner in joint venture for the financing, development and operation of a coffee plantation in Hawaii
•Represented capital partner in joint venture for acquisition, development, financing and construction of solar energy projects
•Represented capital partner in joint venture for acquisition, development, financing and construction of renewable biofuels projects
•INSIGHT: Regulation A Could Become Useful Alternative to Form S-4 Registration for Reporting Companies
Bloomberg Law , June 25, 2018
•How to Write Bad MD&A
The Deal: Law , June 1, 2016
•12 Common 10-K Mistakes - And How To Find Them
Law 360 , May 31, 2016
Corporate & Securities Law Blog Posts
• Regulation A May Prove Useful Alternative to Form S-4 Registration for Public Companies Doing Smaller M&A Deals, January 15, 2019
• Airdrop of Crypto Tokens Hits Regulatory Flak, August 28, 2018
• 'Airing Out the Denny Crane Room': Recent SEC Action Emphasizes Need for Effective Disclosure Controls and Procedures for Executive Perquisites, August 21, 2018
• SEC Approves Updated Disclosure Requirements, August 21, 2018
• Not So Fast - Challenges in Reincorporating from California to Delaware, July 25, 2018
• SEC Expands the Definition of 'Smaller Reporting Company', July 12, 2018
• New Law Requires SEC to Expand Regulation A+ To Exchange Act Reporting Companies, June 19, 2018
• SEC Adopts Rule Requiring Hyperlinks to Exhibits and HTML Formatting, March 17, 2017
• Delaware Court Affirms Utility of Non-Reliance Clause in Dismissing Fraud Claim, February 22, 2017
• Rule 504 Becomes Useful Tool for Smaller Capital Raising and M&A Transactions, November 28, 2016
• FAST Act Speeds-Up Raising Capital, December 21, 2015
• Recent SEC Enforcement Actions Highlight Importance of Robust Insider Trading Compliance Policies, December 5, 2014
• SEC Eliminates the Prohibition on General Solicitation for Rule 506 and Rule 144A Offerings, July 12, 2013
•Association of Corporate Counsel, Los Angeles In-House Counsel Conference, Public Companies: Preparing for 2018 (and When Preparations Fail), January 17, 2018
•San Diego County Bar Association Presentation, Private Securities Offering Compliance, March 28, 2017
•Strafford CLE Presentation, Securities Law Challenges in Mergers and Acquisitions: Overview of Exemptions from Registration under Securities Act of 1933, February 15, 2017
•Member, State Bar of California
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