Lisa A. Sarver

(402) 231-8347
Partner
(402) 346-1148 Fax
Lisa.Sarver@KutakRock.com

Ms. Sarver focuses her practice on the representation of public and private companies, and their boards of directors, in the areas of mergers and acquisitions, divestitures, recapitalizations, restructurings, financings and a wide range of corporate governance and other regulatory matters. Ms. Sarver counsels board and independent committees on fiduciary duties, oversight of corporate transactions, the regulatory landscape, and governance standards. She also has experience representing clients in private placements and other securities offerings. She is active in the development of joint ventures, partnerships and strategic alliances, and a significant portion of her practice involves structuring and negotiating complex commercial agreements. In particular, her experience includes:

  • Representing buyers and sellers in numerous asset purchase, stock purchase and merger transactions.
  • Serving as borrower’s counsel for syndicated credit facilities.
  • Advising clients with respect to corporate organization and structure and assisting clients with the implementation of restructuring plans.
  • Assisting clients with recapitalizations, including leveraged dividend recapitalizations and share repurchases.
  • Representing clients with respect to equity investments in other entities, including negotiating and drafting shareholders’ agreements and buy-sell agreements in connection therewith.
  • Advising boards of directors and committees with respect to corporate governance, fiduciary duties and compliance with regulatory requirements such as the Sarbanes-Oxley Act.
  • Representing clients in registered and exempt securities offerings.
  • Assisting clients with filings under the Securities Exchange Act of 1934.
  • Developing specialized documents and agreements for customers, vendors, creditors, joint ventures and strategic alliances, and developing prototype documents and agreements for use in commercial transactions.
  • Negotiating and drafting executive employment agreements and noncompetition agreements.
  • Former general counsel to national industrial distribution company.

Representative transactions include:

Mergers & Acquisitions

  • Representing private company seller in $445,000,000 sale of 100% of its capital stock to public company buyer.
  • Representing private insurance corporation target in $290,000,000 merger with wholly-owned subsidiary of mutual insurance company.
  • Representing public company seller in $155,000,000 sale of 100% of the capital stock of a wholly-owned subsidiary to public company buyer.
  • Representing private company target in $130,000,000 merger with wholly-owned subsidiary of public company.
  • Representing mutual insurance company in $120,000,000 sale of substantially all of the assets of its group health insurance business to public company buyer.
  • Representing public company acquirer in $20,000,000 merger of wholly-owned subsidiary with and into private company target engaged in complementary technology business.
  • Representing insurance company in $2,000,000 acquisition of substantially all of the assets of an insurance agency.
  • Representing public company buyer in $1,500,000 acquisition of substantially all of the assets of the laboratory product manufacturing and development business of a private company seller.
  • Representing national bank in multiple acquisitions and dispositions of credit card portfolios, ranging from $15,000,000 to $300,000,000.
  • Representing public company and its wholly owned subsidiary in numerous strategic acquisitions of substantially all of the assets of private companies, ranging from $500,000 to $50,000,000.
  • Representing publicly-traded national retail company in multiple asset and stock acquisitions of technology companies to implement its e-commerce strategy, ranging from $500,000 to $15,000,000.
  • Representing private company in multiple strategic asset and stock acquisitions, ranging from $2,000,000 to $8,000,000.

Equity Investments

  • Representing public company seller in $39,000,000 sale of minority interest in various investment funds to private investment fund.
  • Representing private company seller in $12,500,000 sale of majority interest in newly-formed holding company to private investment fund.
  • Representing private investment firm in $11,500,000 acquisition of minority interest in private company from another private investment firm.

Credit Facilities

  • Representing private company borrower in connection with the negotiation and multiple refinancings of a $292,000,000 syndicated, secured term loan and revolving credit facility (with swing line and letter of credit sublimits).
  • Representing private company borrower in connection with multiple amendments to an $85,000,000 term loan and revolving credit facility.
  • Representing private company borrower in connection with a $56,000,000 syndicated, secured term loan and revolving credit facility (with letter of credit sublimits).
  • Representing public company borrower in connection with $2,750,000 term loan and $6,500,000 revolving line of credit with convertible notes and warrants, and the subsequent registration of shares to be issued upon conversion of notes and exercise of warrants.

Corporate Restructuring

  • Representing private company in connection with $100,000,000 leveraged dividend recapitalization.
  • Representing wholly owned subsidiary of public company in restructuring involving eleven mergers in multiple jurisdictions.
  • Representing public company in restructuring involving eight mergers and six dissolutions in multiple jurisdictions.
  • Representing private company in restructuring involving the transfer of assets and securities held by, and subsequent dissolution of, nine entities.
  • Representing bank holding company in spin off of four banks into new, separate bank holding companies.
  • Representing corporation and affiliates in repurchase of minority interests following lengthy shareholder dispute, resulting in 100% ownership for majority shareholder.

Securities

  • Representing issuer in $200,000,0000 Form S-3 shelf registration and multiple subsequent offering of securities.
  • Representing issuer in $4,200,000 sale of securities via PIPE transaction and subsequent Form S-3 registration of such securities.
  • Representing private company issuer in private placement of $2,250,000 in preferred stock and warrants.