San Francisco, California 95814
is a partner and head of the corporate group in the San Francisco office. He has extensive expertise in equity and debt offerings, the representation of start-up and high growth technology companies and mergers and acquisitions. Mr. Cook’s practice has particular focus on the renewable energy, cleantech and technology industries.
Mr. Cook is recognized as a leading advisor to entrepreneurs, technology companies and energy companies. Mr. Cook has led hundreds of M&A and financing transactions. He has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, including negotiated mergers, auction bid processes, cross-border transactions, distressed asset sales (including 363 sales), leveraged buyouts, going private transactions, going dark transactions, hostile takeovers, proxy contests, takeover defense, and purchases and sales of divisions and subsidiaries.
The following is a sampling of some of his engagements:
Mergers and Acquisitions. Mr. Cook has represented numerous companies in mergers and acquisitions. Representative engagements include:
Acer, Inc. (Taiwan), the world’s number three branded personal computer (PC) vendor and number two branded notebook vendor, in its $710 million acquisition of Gateway, Inc. (NYSE: GTW), one of the world’s top 10 PC companies, and its acquisition of Packard Bell BV, a leading European PC vendor.
The Broken Hill Proprietary Company Limited (Australia), an Australian public company, in connection with the complete divestiture of its refining, petroleum retailing, synthetic gas manufacturing and energy-related public utility businesses in Hawaii. These dispositions, totaling more than $450 million, were effected through auction sales processes and privately negotiated transactions.
ClickAction, Inc., provider of email marketing automation products and services, in its acquisition by InfoUSA Inc.
Enwisen, provider of on-demand workforce communication solutions, in its $70 million acquisition by Lawson Software America, Inc., provider of enterprise software solutions.
First Solar, Inc., the world’s largest solar panel maker, in its $285 million acquisition of NextLight Renewable Power LLC.
Fotowatio Renewable Ventures, Inc., developer and operator of solar power projects, in its up to $235 million acquisition by MEMC Electronic Materials and SunEdison.
IQ Engines, Inc., operators of an image recognition engine that recognizes and labels photos, and monetizes images by matching them to relevant retailers, and advertisers or Web photo publishers, in its acquisition by Yahoo!
ISOCOR, a publicly traded software company in connection with its $370 million acquisition by Critical Path, Inc., a San Francisco-based Internet company. The transaction was structured as a stock for stock merger.
ISYS Search Software Pty. Ltd, providers of embedded search and universal information access solutions for IT vendors and enterprises worldwide, in its acquisition by Lexmark.
iVillage, operators of a website site focuses on categories targeted at women, including Entertainment, Beauty & Style, Family, Food, and Health, in its acquisition of women.com, FamilyPoint, Inc. and Lamaze Publishing Company.
Laserscope, the market leader for surgical treatment of obstructive benign prostatic hyperplasia, in its $715 million acquisition by American Medical Systems Holdings, Inc.
LawLogix Group, Inc., provider of software solutions primarily for law firms, banks, the U.S. government agencies, and universities, in connection with its $23 million sale to PNC RiverArch Capital and Akoya Capital Partners, LLC.
Martifer-Silverado Fund in the sale of over 40 solar projects.
McKenzie River Corp. in its $215 million sale of Sparks, a citrus-flavored malt drink with caffeine, and Steel Reserve, a sweetened malt liquor, to Miller Brewing Company’s corporate parent SABMiller.
Mindbody, a provider of business management software for personal service businesses in the health, wellness, and beauty industries, in its acquisition of Jill’s List, the leading source directory of holistic practitioners for consumers and healthcare professionals.
Molina Healthcare, provider of managed healthcare in California, Washington, Utah, and Michigan, to individuals covered under Medicaid and related programs, in its $135 million acquisition of Unisys Corporation’s health information management business.
NOVA Chemicals, producer and marketer of plastics and chemicals worldwide, in connection with its acquisition of the Styrenics Businesses of Huntsman Corporation.
Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE: PGE), in many acquisitions in California, including its acquisition of the site of the Tesla Generating Station on which it intends to build a 560MW natural-gas-fired power plant; its acquisition of the 660MW Colusa Generating Station from E&L Westcoast, LLC; and its acquisition of the 530MW Gateway Generating Station.
Recurrent Energy, LLC, a solar project development and generating company, in connection with its Cdn $450 million sale of interest of 9 solar projects in Ontario, Canada to a joint venture between Osaka Gas and Mitsubishi Corporation, the $400 million sale of six solar projects with an aggregate capacity of 106MW to KKR and Google, the sale of eight solar projects with an aggregate capacity of 86MW to Metlife and Fiera Axium Infrastructure, Inc., the sale of two solar projects with a combined capacity of 40MW to NRG Solar and the sale of three solar projects to Duke Energy.
Stag’s Leap Wine Cellars, one of Napa Valley’s premier vineyards, in its $185 million cash sale to a joint venture between Ste. Michelle Wine Estates of Washington and Marchese Piero Antinori of Italy.
SureWest Communications (NasdaqNM: SURW), a leading independent communications holding company, in numerous M&A transactions, including the $173 million acquisition of Everest Broadband, Inc., the dispositions of its wireless business to Verizon Wireless (NYSE: VZ) and its directory publishing business to GateHouse Media, Inc. (NYSE: GHS) and its $349 million acquisition by Consolidated Communications.
Private Offerings. Mr. Cook has advised numerous companies and venture capital firms in the private placement of equity securities, including private placements by Teknovus, Mindbody, Opinion Labs, Yelp, Fulcrum BioEnergy, Afterlive, IQ Engines, Solar Power Partners, Recurrent Energy, FlexJobs Corporation, AeroMech Engineering and AcademixDirect.
Debt Offerings. Mr. Cook has extensive experience representing both borrowers and lenders in unsecured and secured debt offerings, including representation of numerous start-up companies in bridge and revolving credit financings. Representative engagements include:
PG&E Corporation in its $600 million high yield 144A debt offering
PG&E National Energy Group in its private placement of $1.0 billion in senior notes
PG&E Gas Transmission, Northwest Corporation in its $100 million note offering.
John Hancock Life Insurance Company in connection with numerous secured note transactions.
Wells Fargo Bank in connection with numerous syndicated revolving credit facilities, including Fair Isaac and Herman Miller.
SureWest Communications in connection with its $264 million revolving credit facility.
Molina Healthcare in connection with its $170 million revolving credit facility.
Joint Ventures. Mr. Cook represented Oracle Corporation (NasdaqNM: ORCL) in the formation of a joint venture entity, Covisint. Covisint is the automotive e-business trading exchange supported by General Motors, Ford, DaimlerChrysler and Renault/Nissan.
Leverage Buyouts. Mr. Cook has extensive experience representing lenders in leverage buyout transactions, including representation of Wells Fargo in numerous leverage buyout financing transactions.
|Areas of Practice||1) Technology Companies Group, 2) Mergers & Acquisitions, 3) Private Equity and 4) Corporate Governance|
|Law School||J.D., Order of the Coif, University of California, Davis School of Law, 1996|
|Education||B.A., English, University of California, Davis, 1991|
|Bar Member / Association||State bar of California|
|Most recent firm||Orrick, Herrington & Sutcliffe LLP|
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