Reed W. Topham

Experience

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 businesses in various industries. He currently serves on the firm's Executive Committee and as the Practice Group Leader for the firm's Corporate Group.

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).

Representative Transactions

• 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 a $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.

Professional Honors & Activities

• Listed in Best Lawyers in America® (currently: Corporate Law, Mergers & Acquisitions Law, Securities/Capital Markets Law), 2012-2013
• Best Lawyers' 2010 Salt Lake City Securities Lawyer of the Year
• Listed in the 2011 Utah Business "Legal Elite"
• Selected as one of "America's Leading Lawyers for Business" (Utah) by Chambers USA (currently: Corporate/Mergers & Acquisitions), 2005-2012
• Member, Utah State Bar, Securities Section; New York State Bar

Education

• Cornell Law School, J.D., 1991, cum laude
  Note Editor, Cornell International Law Journal
• University of Utah, B.S., 1988, cum laude

Admissions

• Utah
• New York

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