Iain Mickle practices in the areas of mergers and acquisitions, private and public equity and debt offerings, the representation of startup and emerging companies, compliance with federal securities law reporting obligations applicable to publicly-traded companies, commercial loan transactions and various intellectual property matters. Iain joined Boutin Jones in 2006 from the international law firm of Orrick, Herrington & Sutcliffe LLP where he had been a partner since 1998 and served as the partner-in-charge of that firm’s Sacramento office from 2001 to 2004. He also spent two years practicing as a member of the corporate and securities group at the Palo Alto, California office of Fenwick & West LLP.
He has represented private companies and venture capitalists in over 100 private placements, most of which involved the issuance of preferred stock and the preparation of stock purchase agreements, investors’ rights agreements, voting agreements and other important documents for private companies raising money. In addition, he has acted as both issuer’s counsel and underwriters’ counsel in numerous public offerings by companies in a wide range of industries, including public offerings by software companies, hardware manufacturers, restaurant companies, internet companies, owners of radio stations, retail companies and healthcare companies.
In the mergers and acquisitions arena, Iain represents both sellers and buyers, and has considerable experience drafting and negotiating merger agreements, asset sale agreements, non-competition agreements and related documents.
In connection with his work for company clients, he frequently serves as general outside counsel and, in such capacity, provides advice and assistance with the preparation and negotiation of service agreements, employment contracts, credit facilities, strategic alliances, stock option plans, nondisclosure agreements, product purchase agreements, license agreements and various other agreements. He serves as outside federal securities law counsel to Molina Healthcare, Inc., a New York Stock Exchange listed company.
I’m a corporate and securities lawyer who represents clients who want to sell their business or expand their business by making an acquisition. I also assist clients seeking to raise capital through debt and equity financings.
I recently represented one of our public company clients in connection with the private placement of $550 million of debt securities. This was a challenging transaction with several complex components. We worked closely with counsel to the placement agent, a large New York law firm, to get our client the results it was seeking.
My main pursuit outside of work is running. I was a runner in high school and college, then after dropping back for a number of years to raise a family, I’ve been able to build my running back up and have come in third in my age group in the Boston Marathon two years in a row. I was just named Sacramento Athlete of the Year by the Sacramento Running Association.
S Corporations and Buy-Sell Agreements: Avoiding the Inadvertent Creation of a Second Class of Stock
I came to Boutin Jones after practicing for almost 20 years as an attorney in a major international law firm. My clients receive the benefit of those years of experience without having to pay international law firm billable rates.
Corporate Finance and Securities
Represented numerous issuers and underwriters in connection with public equity offerings. Most recently, 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.
Served as 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., Aprima Medical Software, Inc., Bay Equity LLC, ClickAction, Inc., Compassoft, Inc., Consensus Health Corporation, Corrigo Incorporated, Mobius Technologies, Inc., Morris Air Corporation, Motosport, Inc., Pacific Gas and Electric Company, PG&E Corporation, PG&E National Energy Group, Inc., Printcafe, Inc., Sacramento Country Day School, Valley Health Systems, Inc. and Wireless Venture Partners, Inc.
Served as company counsel and underwriters’ counsel in connection with public debt offerings by Nordstrom, Inc., Nordstrom Credit, Inc. and Transamerica Finance, Inc.
Served as company counsel or underwriters’ counsel in connection with public equity offerings by the following companies: Brooktree Corporation, CIDCO Incorporated, CKE Restaurants, Inc., Cost Plus, Inc., EZ Communications, Inc., Health Systems Design, Inc., Imperial Credit Industries, Inc., Jetfax, Inc., Maxis, Inc., Multiple Zones, Inc., Oak Technology, Inc., Star Buffet, Inc., System Software Associates, The 3DO Company, The Office Club, Trendwest Resorts, Inc., Veritas Software, Inc., Western Staff Services, Zeos International and Zycon Corporation.
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 (including $100 million aggregate principal amount issued and sold pursuant to the exercise of the over-allotment option granted by the company to the initial purchasers). 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.
Davis Polk & Wardwell LLP served as counsel to the initial purchasers.
Mergers and Acquisitions
Counsel to buyers and sellers in connection with a wide variety of mergers and acquisitions, including counsel to A-Med Systems in connection with its acquisition by Embol-X Inc., counsel to Commercial Microwave Technology, Inc. in connection with the sale of its assets to API Technologies Corp. (NASDAQ: ATNY), counsel to iVillage, Inc. in connection with its acquisitions of Astrology.com, Promotions.com and Women.com, counsel to ClickAction, Inc. in connection with its acquisition by infoUSA, Inc., counsel to BHP Hawaii Inc. in connection with the sale of all of its stock to Tesoro Petroleum, counsel to Radiological Associates of Sacramento Medical Group in connection with its acquisition of various medical practices, counsel to Imagine Manufacturing in connection with its acquisition by Varian, Inc., counsel to ECO:Logic Engineering in connection with its acquisition by Stantec Consulting Services, Inc. (NYSE: STN), counsel to Real Branding, LLC in connection with its acquition by Schawk Inc. (NYSE: SGK) and counsel to a leading California credit union in connection with its acquisition of several other credit unions.
Partnerships, Strategic Alliances and Joint Ventures
Represented numerous clients in connection with joint ventures and strategic alliances. For example, served as counsel to Oracle Corporation in connection with a proposed business-to-business e-commerce exchange called Covisint that was backed by Ford and General Motors, counsel to a major wine producer in connection with the outsourcing of all of its help desk requirements to a third party IT service provider, counsel to a medical software provider in connection with a strategic OEM agreement with a public company and counsel to a regional bank in connection with a strategic investment in a wealth management company.
Commercial Finance and Secured Lending
Served as counsel to a Sacramento-based financial institution in connection with a $2.3 million credit facility to a Bay Area public agency, counsel to a major grocery store chain in connection with a new credit facility with a major financial institution and counsel to a Sacramento-based company in connection with a $30 million credit facility with a national bank.