Mr. Holmes joined Morrison & Foerster LLP in 2005 as a partner in Morrison & Foerster’s Denver office and is a member of the firm’s corporate group.  Mr. Holmes concentrates in the areas of corporate finance, securities and mergers and acquisitions.  He represents public and private enterprises in corporate finance transactions, including:

• public offerings and private placements of equity and debt securities
• bank credit financings
• structured financings and other capital markets transactions
• venture capital financings

Mr. Holmes has represented issuers and underwriters in several large and complex securities transactions, and has represented both banks and borrowers in large and highly structured borrowings.  His representations extend from pre-inception planning through structuring and execution and he has worked on several novel and market-leading transactions.  Mr. Holmes served from 2002 to 2005 as the Chair of the Securities Law subsection of the Colorado Bar Association’s Business Law Council.

Mr. Holmes also represents clients in all aspects mergers and acquisition transactions, including

• representing both acquirer and targets in public mergers and private acquisitions
• representing independent directors and sponsors in going private transactions
• leveraged buyouts
• joint ventures

Mr. Holmes has assisted M&A clients in every stage of transaction planning and strategy through execution, including structured auctions, negotiated acquisitions and asset purchase transactions.

Mr. Holmes also has extensive experiencing counseling clients, including boards of directors, special committees and audit committees, in corporate governance and compliance matters, compliance with the Sarbanes-Oxley Act of 2002, federal and state securities laws and stock exchange rules.

Mr. Holmes has represented clients engaged in a broad spectrum of industries, including energy, engineering services, health care, pharmaceuticals, high-technology manufacturing, telecommunications, software and real-estate investment trusts.

Mr. Holmes served for three years as Chair of the Securities Law Subsection of the Colorado Bar Association’s Business Law Counsel and is a frequent speaker on various Corporate, Securities and Mergers & Acquisitions topics.

Mr. Holmes has received extensive recognition for his work in the areas of Corporate Finance, Securities and Mergers & Acquisitions law.  He was selected as on of the top 10 business newsmakers in Banking and Finance in the 2006 Power Book published by the Denver Business Journal.  For the past three years (2005-2007), he has been named a Leading Lawyer in Corporate/Mergers & Acquisitions in the Chambers USA Guide to America’s Leading Lawyers for Business.  Mr. Holmes was selected by Colorado in-house counsel for inclusion in the 2007 Corporate Counsel Black Book in several areas, including Corporate Finance, Securities and Mergers and Acquisitions and is included in the 2007 edition of The Best Lawyers in America in the specialty of Mergers & Acquisitions Law.  Mr. Holmes was also published in Colorado Super Lawyers magazine, featuring the top 5% of attorneys in the state.

Mr. Holmes received his B.A. degree in English Literature from Pomona College in 1984, and his J.D. degree, magna cum laude, from Cornell Law School in 1987.  Prior to joining Morrison & Foerster, Mr. Holmes practiced in New York for nine years with a major Wall Street law firm, served as Associate General Counsel for Duke Energy and was a partner in the Denver office of another major international law firm and was instrumental in that office’s growth into one of the largest firms in the Colorado Rocky Mountain Region.

Mr. Holmes is admitted to practice in Colorado and New York and is a member of the American Bar Association, the Colorado Bar Association and the Denver Bar Association.

Recent Representative Matters

Mergers & Acquisitions

• Represented TransMontaigne Inc. in connection with its approximately $890 million acquisition by Morgan Stanley Capital Group Inc. and related financing transactions.
• Represented CH2M HILL Companies Ltd. in connection with several acquisition transactions, including the acquisition of Lockwood Green Engineers in a transaction completed under Section 363 of the United States Bankruptcy Code.
• Represented the independent directors of CoorsTek Inc. in connection with the $300 million going private transaction sponsored by affiliates including Keystone Holdings LLC.

Corporate Finance and Securities Transactions

• Represented CH2M HILL in connection with several financing transactions and the registration of its internal market employee ownership program.
• Represented TransMontaigne Inc. in connection with its $400 million working capital credit facility, its Rule 144A offering and sale of $200 million Senior Subordinated Notes due 2010 and the initial public offering of its master limited partnership subsidiary, TransMontaigne Partners L.P.
• Represented CoorsTek Inc. in connection with its spin-off from ACX Technologies, Inc., two public offerings of over $160 million of common stock, its private placement of $150 million of term debt and its going private transaction with an aggregate transaction value in excess of $330 million.