March 8, 2005 (Mountain View and San Francisco, CA) – Horace Nash, Chair of the Fenwick & West Securities Group, was selected by American Lawyer Media as a "Dealmaker of the Year" for 2005. The honor is reserved for 12 U.S. attorneys who handled ground-breaking or industry-changing deals. Mr. Nash's leadership on the conversion of Diamond Walnut Growers, Inc. and the July 2005 initial public offering by Diamond Foods, Inc. was both.
Mr. Nash represented Stockton-based Diamond Foods in an offering that raised over $115 million for the company and its grower members. But the path to Diamond's successful IPO was an unusual one, requiring special creativity to enable the 90-year old agricultural cooperative association to convert into a stockholder-owned corporation for the IPO, through a merger approved on the vote of the cooperative's grower-members.
"Diamond's vision was to implement a conversion and IPO so that the company could continue to grow and tap new sources of capital. The key was to obtain member approval of a major structural change, which involved a registered public offering to the 1,700 grower-members, and unique securities regulation problems," stated Mr. Nash. "One major challenge was to convey clearly to the membership that they would retain their ability to sell walnuts to the company, gain a liquid ownership position in the form of common stock, and still retain control of the organization. Doing that while also describing the complexities of the conversion, and the risks, was quite a challenge. The SEC had only seen one other transaction similar to this one, so we were breaking new ground."
Horace Nash has handled dozens of security offerings over the past 20 years, and advises public and private companies on corporate governance, securities and acquisition matters.
About Fenwick & West
Fenwick & West is a California-based law firm that represents emerging and established companies across the U.S. Recent recognition includes: the #1 U.S. law firm for technology-sector M&A; the most innovative use of technology by a law firm; and the second most diverse law firm in the U.S.