Boutin Jones INC., Attorneys at Law

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Dennis E. Michaels / Shareholder

Detailed Practice Description

Dennis Michaels works with a wide variety of large and small companies from startup through maturity. He represents and counsels companies, founders and investors on corporate formation, angel and venture capital financings, intellectual property matters, public and private securities offerings, mergers and acquisitions, public company reporting, and general corporate and securities law matters. Dennis’ corporate and mergers and acquisitions practice includes extensive experience across a wide range of industries including agribusiness, energy, financial institutions, healthcare, life sciences, medical devices, software, manufacturing, professional services, real estate development and retail.

After spending 8 years at a major international law firm, the nice thing about working at Boutin Jones is how connected I can be to the clients I work for in the region.  I’m able to bring that big firm expertise to my clients at far more reasonable rates.

The Basics

I am a corporate and securities lawyer who represents companies throughout the entire corporate life cycle. I help clients seeking financing through debt and equity offerings, addressing operational issues, and guide them through mergers, acquisitions or other exit transactions.

Delivering for Clients

Most of the M&A transactions I work on are for privately-held companies that fall within the $5-50 million range, but I have also represented both public and private companies in transactions up to $1 billion in value. Also, while many deals in the Sacramento region are exit-driven, my experience also includes working for clients in acquisition mode.

I’ve been an avid cyclist and hiker for many years, and recently added kayaking to my outdoor activities.  I enjoy exploring, finding solitude and experiencing nature.

  • Practices
  • Banking; Bankruptcy; and Creditors' Rights
  • Corporate and Securities
  • Education
  • University of the Pacific, McGeorge School of Law, J.D., 1999
  • University of California, Davis, B.A. Economics, 1993
  • Honors
  • Northern California Super Lawyer, 2013-2017
  • Sacramento Magazine 2016 Top Lawyer
  • J.D., graduated with Great Distinction
  • Order of the Coif
  • McGeorge Law Review, Articles Editor
  • Bar Admissions
  • California
  • Professional Associations and Memberships
  • Member, Sacramento County Bar Association

Articles and Presentations

Presentations

2014

“Protecting Your Brand: Briefing Your Company’s Executives on IP Issues,” Association of Corporate Counsel, Sacramento Chapter, Presenter

2013

“Legal Issues in New Venture Planning,” Drexel University, Center for Graduate Studies, Presenter

“Trademark Basics: Acquiring, Using, Enforcing and Defending Your Marks,” Association of Corporate Counsel, Sacramento Chapter, Presenter

2012

“Financing Your New Venture,” Drexel University, Center for Graduate Studies, Presenter

Representative Experience

Corporate Finance and Securities

We served as counsel to Molina Healthcare, Inc. (NYSE: MOH) in connection with the offer and sale by the company of $550 million aggregate principal amount of its 1.125% Cash Convertible Senior Notes due 2020. Boutin Jones also represented the company in connection with certain related cash convertible note hedge transactions and warrant transactions. J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as the representatives of the initial purchasers.  The notes were offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

We served as counsel to Molina Healthcare, Inc. (NYSE: MOH) in connection with the sale by the company and one of its stockholders of 4,600,000 shares of the company’s common stock, resulting in net proceeds to Molina Healthcare, Inc. of approximately $111.3 million. Merrill Lynch, Pierce, Fenner & Smith Incorporated and J. P. Morgan Securities acted as the representatives of the underwriters of this offering.

Company counsel or investors’ counsel in connection with a wide variety of private placements of debt and equity, including private placements by 5by5 Networks, Inc., A-Med Systems, Inc., ClickAction, Inc., Pacific Gas and Electric Company, PG&E Corporation, PG&E National Energy Group, Inc., Printcafe, Inc., Sonosite, Symetra Financial Corporation, Teranode Corporation, Viral Logic Systems Technology Corp., Corus Pharma, Inc. and Intrix Technology Inc.

Mergers and Acquisitions

Previously represented:

Nomura Holdings (a subsidiary of Nomura Securities) in connection with its acquisition of Instinet Incorporated

Symetra Financial Corporation in its acquisition of Medical Risk Managers, Inc.

Corus Pharma, Inc. in its acquisition by Gilead Pharmaceuticals, Inc. (NASDAQ: GILD)

WatchGuard Technologies, Inc. (NASDAQ: WGRD) in its acquisition by Francisco Partners

Talbot Financial Corporation’s management led buyout of TFC from Safeco Corporation (NYSE: SAF)

iVillage Inc. (NASDAQ: IVIL) in connection with its acquisition of Women.com, Inc. (NASDAQ: WOMN) and Promotions.com, Inc. (NASDAQ: IWIN),

ClickAction, Inc. (NASDAQ: CLAC) in connection with its acquisition by infoUSA Inc.

A-Med Systems, Inc. in connection with its acquisition of A-Med Systems, Inc. by Embol-X, Inc.

Acted as counsel to both buyers and sellers in a wide range of transactions, including most recently as counsel to:

A regional building industry service company in connection with its acquisition by a national building industry service company.

A regional wireless reseller in connection with its acquisition by a national premium wireless retailer

A professional educational services company in connection with its formation of a joint venture with a premium prosthetic manufacturing lab

Heschong Mahone Group in connection with its acquisition by TRC Companies, Inc. (NYSE: TRR)

Colusa Tractor in connection with its acquisition by Valley Truck and Tractor

ECO:Logic Consultants in connection with its acquisition by Stantec, Inc. (NYSE: STN)

Real Branding in connection with its acquisition by Schawk, Inc. (NYSE: SGK)

Aircon Energy in connection with its acquisition by Opterra Energy Group, Inc.

A manufacturing company in connection with its purchase by an ESOP