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For 20 years, Mr. Holmes has concentrated in the areas of corporate finance, securities and mergers and acquisitions. He represents a broad spectrum of 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 venture capital financings. Mr. Holmes has recently handled financing transactions ranging from venture capital private placements of equity to senior debt and bridge financings for public company acquisitions.

Mr. Holmes also represents clients in all aspects of friendly and hostile acquisitions, mergers, leveraged buyouts and joint ventures. His recent M&A matters include representing a public company based in Colorado in connection with its acquisition by a major New York investment banking firm, representing the independent directors of a public company in connection with a going private transaction sponsored by a major shareholder, and numerous private acquisitions of assets and entities.

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

Mr. Holmes has received extensive recognition for his work in the areas of Corporate Finance, Securities and Mergers & Acquisitions law. He was selected as one 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 is a partner in Morrison & Foerster’s Denver office and is a member of the firm’s corporate group.

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Representative Matters

• Represented TransMontaigne Inc. in connection with its approximately $890 million acquisition by Morgan Stanley Capital Group Inc. and related financing transactions.
• Represented CH2M HILL 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, 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, several acquisition transactions 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.