John M. Welch, managing partner of the Phoenix office, has practiced for more than 25 years in the corporate and corporate finance areas. He has represented issuers and underwriters in initial public offerings, secondary offerings, debt offerings, private placements, exchange offers and going private transactions. He also counsels clients on 1934 Securities Exchange Act compliance issues. He has represented parties in all aspects of domestic and international mergers, acquisitions, tender offers and joint ventures. Additionally, he advises clients on corporate matters such as employment agreements, stock option and other incentive compensation plans, and corporate governance issues. His experience covers industries such as renewable energy, health care, financial institutions, transportation, manufacturing, food service, and software and specialty technology.

He has served on the Board of Directors of the Enterprise Network and is a member of the Securities Regulation Section of the State Bar of Arizona. He has regularly spoken and written on corporate, securities law and banking topics, and was a speaker and panelist at KPMG’s May 2008 Audit Committee Institute Roundtable

Representative Experience

• Representing an international renewable energy company in a €102 million loan facility with foreign subsidies through a syndicate of foreign banks with proceeds used to fund a foreign manufacturing plant.
• Representing approximately 30 physicians in connection with the development of a specialty orthopedic and spine hospital, including raising approximately US$12 million in equity, negotiating joint venture agreements with Catholic Healthcare West and United Surgical Partners, negotiating an approximately US$25 million credit facility and coordinating the regulatory aspects of the project.
• Representing physician groups in multiple transactions involving the sale of controlling interests in physician-owned surgery centers to national surgery center operators.
• Serving as counsel to a Los Angeles-based wire products manufacturing company and its China-based parent company in a sale of the US-based subsidiary to a Vancouver, British Columbia-based, publicly traded strategic purchaser with US operations.
• Serving as counsel for a public company in a reorganization and merger with a privately held, venture capital-financed competitor (and concurrent financing transactions) that resulted in the nation’s leading Internet-based, business-to-business, automotive remarketing company.
• Advising numerous financial institutions in merger and acquisition transactions including serving as counsel to a Las Vegas-based bank holding company in a US$165 million cash and stock merger with a US$14 billion California-based bank expanding its footprint into Nevada.
• Serving as company counsel on a US$70 million private equity transaction for a regional home health care company and lead company counsel following the transaction as it expands its footprint nationally through follow-on acquisitions.
• Representing the partners of the national real and personal property tax practice of a Big 4 accounting firm in the acquisition of that practice from the firm and in related financing transactions.
• Serving as counsel to a private equity group in its initial acquisition of a specialty sleep-disorder diagnostic company and in its subsequent acquisition and joint venture transactions throughout the United States.
• Serving as counsel to a specialty construction company in a US$40 million sale to a private equity buyer. Also served as counsel to the company founder in his repurchase of the company from its private equity owner and in restructuring the company’s bank debt incurred in connection with its earlier sale.