Jeffrey R. Kesselman

Jeff is a trusted business and legal advisor who provides guidance to small and mid-sized private and public companies on how to grow their business and achieve their strategic objectives.

Jeff partners with his clients to find novel, creative, and practical solutions to complicated legal issues, including negotiating, documenting, and implementing sophisticated commercial transactions, mergers, acquisitions, divestitures, joint ventures, securities offerings, and venture capital transactions. His approach to the practice of law is that all commercial agreements should be drafted to be as simple as possible, but not simpler. Nothing is more rewarding to Jeff than plugging himself into a strategic team of professional advisers that provides a business owner with coherent, comprehensible, and executable strategic, business, and legal advice that the client utilizes to grow its business and create value for its stakeholders.

He has a wealth of experience regarding Sarbanes-Oxley issues and related corporate governance matters, as well as general compliance and reporting obligations under federal securities laws and stock exchange rules. Jeff also regularly serves as “outside general counsel” to a number of publicly traded and private companies. In this capacity, Jeff has attended Board of Directors, committee, and shareholder meetings, designed compliance programs, advised on public and private offerings of subordinated debt, common equity, and preferred stock, reviewed Securities and Exchange Commission filings, and advised on the acquisition and disposition of various regulated businesses. In each such case, Jeff anchors a dedicated cross-practice legal team providing comprehensive and cost-conscious legal counsel focused on supporting clients in implementing their strategic business plans.

• Represented General Communication, Inc. in $2.68 billion sale to Liberty Interactive Corporation.
• Representation publicly-held, multi-national media, entertainment, and communications company in:
  • Public offering of common stock in connection with a going-private transaction involving a publicly-held satellite distribution subsidiary.
  • Public offering of common stock in connection with a going-private transaction involving a publicly-held subsidiary providing broadband and interactive services to the lodging industry.
  • Issuer tender offer to acquire approximately $338 million of publicly-held common stock.
  • Acquisition of approximately $250 million of preferred stock of wireless location solution provider.
• Representation of CoBiz Financial Inc., a publicly-held, regional financial services holding company, for more than 15 years in public and private offerings of equity and debt securities, acquisitions of numerous fee-based business lines, including a federally registered investment adviser, a regional investment banking firm, an insurance agency and a provider of wealth transfer and employee benefit services, and ultimately serving as local Colorado counsel in connection with the $1 billion sale of the company.
• Representation of QVC, Inc., the global leader in television retailing and a leading multimedia retailer, in public and private debt offerings of over $3 billion, including an initial public offering of debt securities listed on the New York Stock Exchange.
• Representation of publicly-held, Canadian-based multi-system cable operator in public debt offerings of over $2 billion.
• Representation of integrated communications provider in public and private debt offerings of more than $1 billion.
• Representation of irrigation supply distributor in going private transaction to acquire publicly-held common stock and ultimately in the sale of the company to a private equity firm.
• Formation and continued representation of $50 million hedge fund.
• Representation of family office in connection with investments in privately held businesses, real estate joint ventures, and private equity and real estate development funds.

• Co-Author, Chapter on Article 8 of the Uniform Commercial Code Concerning Investment Securities, Colorado Methods of Practice, a treatise published by Thomson Reuters.