Reed W. Topham

Reed W. Topham

Partner
Salt Lake City, UT
Overview

About Reed

Reed Topham is a partner in the firm’s Corporate group. Reed advises clients on securities law compliance, corporate governance issues and the sale and acquisition of businesses. He has extensive experience in public and private financings, both debt and equity, particularly initial public offerings and Rule 144A transactions. In addition to advising public and large private companies, a portion of his practice consists of representing emerging and closely held businesses in various industries. He served as a member of the firm’s Executive Committee from 2009 to 2018, and served as Chair of the Executive Committee from 2014 to 2018.

Reed was previously a shareholder (1998) and associate (1995-1998) at Van Cott, Bagley, Cornwall & McCarthy in Salt Lake City, and an associate at Brown & Wood (now part of Sidley Austin LLP) in New York City (1991-1995).

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Experience

Experience

  • Represented a large privately held automotive group in connection with a Rule 144A offering of $375 million aggregate principal amount of 7.5% Senior Notes due 2023.
  • Represented Profire Energy, Inc. in connection with an underwritten secondary offering by existing shareholders of 8.5 million shares.
  • Represented Rubicon Venture Partners, Inc. the parent of Diamond Rental, Inc. in connection with a recapitalization transaction.
  • Represented Mity-Lite, Inc. in connection with the acquisition of the assets of Bertolini Corporation.
  • Represented Questar Gas Company in connection with the issuance of $100 million Series A 3.38% Senior Notes due 2032.
  • Represented Savage Companies in its subsidiary’s acquisition of all of the capital stock of Western Well Service, Inc.
  • Represented Red Leaf Resources, Inc. in its termination of a joint venture with TOTAL E&P USA Oil Shale, LLC.
  • Represented Savage Companies in its acquisition of the assets of Gobco, LLC, Power Fuels LLC, Russell Creek Resources, LLC, Russell Creek Equipment Company, LLC and Russell Creek Fuels, LLC.
  • Represented Savage Companies in its acquisition of all of the stock of SunPro, Inc.
  • Represented Questar Gas Company in its private placement of $100 million of senior promissory notes.
  • Represented Cyrq Energy, Inc. and its wholly owned subsidiary Cyrq Power Systems, LLC in a private placement of $169 million of senior secured fixed, floating rate and revolving notes to Prudential Insurance Company of America.
  • Represented Questar Corporation as special counsel in its sale by merger to Dominion Resources, Inc.
  • Represented SunOpta Inc. as U.S. counsel in connection with its subsidiary’s private placement of preferred stock, exchangeable for common shares of SunOpta Inc.
  • Represented Control4 Corporation in connection with the acquisition of Pakedge Device and Software, Inc.
  • Represented D.A. Davidson & Co. in connection with the initial public offering of common share by People’s Utah Bancorp, holding company for Bank of American Fork and Lewiston State Bank.
  • Represented Cryq Energy, Inc. in connection with the acquisition of the Soda Lake geothermal energy generating project, consisting of two geothermal power plants, from Magna Energy (U.S.) Corp.
  • Represented Transcend Products, LLC in connection with the sale of its assets to InContact, Inc.
  • Represented Easton Technical Products, Inc. in connection with its acquisition of the assets of Core4Element, LLC.
  • Represented SunOpta Inc. in connection with the registration of 850,000 Common Shares.
  • Represented Raser Technologies, Inc. in connection with the sale of 1,986,173 shares of its common stock in an at-the-market equity offering through Merrill Lynch.
  • Represented Raser Technologies, Inc. in connection with the private placement of $20 million of common stock and warrants.
  • Represented Raser Technologies, Inc. in connection with the sale of $55 million aggregate principal amount of 8% convertible senior notes due 2013 in a Rule 144A offering.
  • Represented Raser Technologies, Inc. in connection with the structuring and private placement of warrants to purchase up to 3.75 million shares of common stock, which were issued as part of a project financing commitment letter with Merrill Lynch.
  • Represented Amerityre Corporation in connection with the private placement of common stock and warrants.
  • Represented Rubicon Venture Partners, Inc., the parent of Diamond Rental, Inc., in connection with the leveraged buyout of existing institutional shareholders by a large private equity group.
  • Represented GE Capital Bank Limited in connection with an intermediary services agreement relating to a £40 million revolving credit card program agreement with ING Bank N.V.
  • Represented GE Capital Bank Limited in connection with an intermediary services agreement relating to an £8 million revolving credit card program agreement with Lloyds TSB Bank PLC.
  • Represented MK Resources Company in the sale of 70% of the Las Cruces copper mining project and the merger of MK Resources Company with Leucadia National Corporation.
  • Represented Weider Nutrition Group, Inc. in the negotiation of a $25 million revolving credit agreement with Keybank National Association, as agent.
  • Represented Precision Castparts Corp. in the sale of $200 million principal amount of 5.6% senior notes due 2013 in a Rule 144A offering.
  • Represented Pliant Corporation in the sale of $10 million of Series A preferred stock and warrants and a standby commitment from the sale of up to $25 million of additional shares and warrants.
  • Represented Pliant Corporation in the sale of $100 million principal amount of its 13% senior subordinated notes in a Rule 144A offering.
  • Represented Excalibur Venture Partners and other investors in connection with the purchase of 703,125 shares of Series 2 preferred stock of Notvirtual Networks Corporation.
  • Represented FEI Company in the sale of 5.5% convertible subordinated notes in a Rule 144A offering.
  • Represented Motor Cargo Industries, Inc. in connection with the sale of its business to Union Pacific Corporation.
  • Represented DoBox, Inc. in its private placement of Series A preferred stock and convertible promissory notes and warrants.
  • Represented Precision Castparts Corp. in the sale of $200 million principal amount of 8.75% senior notes due 2005 in a Rule 144A offering.
  • Represented Zions Co-Operative Mercantile Institution (ZCMI) in its merger with The Macy Department Stores.
  • Represented Precision Castparts Corp. in its $720 million tender offer for all outstanding shares of Wyman-Gordon stock.
  • Represented TrainSeek, Inc., an e-commerce seller of business training products, in a private placement of common stock.
  • Represented Motor Cargo Industries, Inc. in connection with its initial public offering of common stock.
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Honors

Honors & Activities

  • Named by Best Lawyers® as Securities Regulation “Lawyer of the Year,” Salt Lake City, 2018; Securities / Capital Markets Law “Lawyer of the Year,” Salt Lake City, 2015; Corporate Law “Lawyer of the Year,” Salt Lake City, 2014; and Securities “Lawyer of the Year,” Salt Lake City, 2010
  • Included in The Best Lawyers in America© (currently: Corporate Law, Mergers & Acquisitions Law, Securities / Capital Markets Law, Securities Regulation), 2007-2019
  • Listed in Mountain States Super Lawyers® (Mergers & Acquisitions), 2012-2018
  • Included in Utah Business Legal Elite, listed since 2011
  • Selected as one of “America’s Leading Lawyers for Business” (Utah) by Chambers USA (currently: Corporate/Mergers & Acquisitions), 2005-2018
  • Member, Utah State Bar, Securities Section; New York State Bar
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