Stephen C. Hardesty
PEOPLE

Stephen C. Hardesty

Partner
hardesty.steve@dorsey.com

Overview

PRIVATE EQUITY AND VENTURE CLIENTS, ALONG WITH EMERGING COMPANIES, LOOK TO STEVE FOR HIS BUSINESS ACUMEN.

Steve Hardesty’s practice focuses on representing private equity and venture capital funds and their portfolio companies in a full range of mergers, acquisitions, financings, growth transactions and general corporate matters.

Steve also represents emerging growth companies and specialty finance lenders on a national basis, including corporate aircraft finance and commercial real estate finance.

Education & Admissions

University of California, Davis School of Law (J.D., 1987), U.C. Davis Law Review Editor

Earlham College (B.A., Philosophy, 1984)

Admissions

  • Idaho
  • California

Experience

  • Represented private equity firm's loan and equity investment in international footcare and footwear retailer and wholesaler and its affiliates that included onshore preferred membership interests in an LLC, an onshore unsecured subordinated note, and an offshore stock purchase in a Cayman Islands corporation.
  • Represented physiatry practice management company in its acquisition of assets of two healthcare management companies.
  • Represented private equity firm in its acquisition of assets of plumbing company.
  • Represented telephone company in a factoring facility and preferred equity investment.
  • Represented a privately owned designer, developer and distributor of technical riding gear, in its acquisition by a leading manufacturer of high quality off-road, snowmobiles, motorcycles and on-road electric/hybrid powered vehicles.
  • Company counsel in asset acquisition transaction involving acquisition of internet security-based software firm in California for company specializing in trademark, tradename, and branding protection software and services. Deal size $1.1 million
  • Investors’ counsel for private equity leveraged buyout of regional plumbing company in California. Deal valuation of $5.6 million. Transaction included several tiers of ownership to accommodate sellers’ need to effectuate
  • Company counsel to URS in connection with asset sale of concrete placing division located and licensed in California. Transaction included numerous customer contracts at various stages of negotiation, manufacturing, and installation.
  • Borrower’s counsel on Amended and Restated $9,500,000 Revolving Line of Credit and $2,100,000 Term Loan between KeyBank National Association and manufacturer and supplier of ice cream products within intermountain west region with manufacturing facilities in California, Oregon, and Idaho. Included additional junior shareholder loans.
  • Counsel to Pacific Mezzanine Fund, L.P. on multiple mezzanine finance transactions and follow-up matters from 2000 to present.
  • Investors’ counsel on merger and recapitalization that included roll-up merger of three companies into one; senior facility with KeyBank; mezzanine financing with debt and warrants; and issuances of new series of preferred stock.
  • Investors’ counsel on original leveraged buyout that included $2.5 million mezzanine financing among three mezzanine fund investors, preferred stock, and warrants; and senior facility with LaSalle Business Credit.
  • VC Investors’ counsel on original Series A Preferred investment with VC investment grade agreements. Transaction included significant IP protection to fill gaps created by founders.
  • Investors’ counsel on private equity acquisition of mining supply company in Utah. Deal valuation of $8.8 million. Included asset purchase transaction and multiple levels of LLC Agreements for difference classes of investors, retained equity by Seller, and incentive compensation equity for promoter and other employees.
  • Investors’ counsel for private equity leveraged buyout of regional plumbing company in California. Deal valuation of $5.6 million. Transaction included several tiers of ownership to accommodate sellers’ need to effectuate stock sale; senior term loan with Bridge Bank; mezzanine loan with Central Valley Fund; and co-investor rights agreements among investors.
  • Investors’ counsel on recapitalization of company that included conversion all mezzanine debt to equity, issuance of new series of preferred stock, and employee equity investment plan.
  • VC Investors’ counsel on reverse triangular merger between Utah-based and Israel-based three-dimensional software companies with deal valuation of $25,000,000. Transaction included comprehensive merger agreement, articles of incorporation for surviving entity with four classes of preferred stock, $5.3 million of new capital in Series D offering, partial liquidity event for founders and employees, and VC investment grade agreements for voting and other investors’ rights.
  • VC Investors’ and Company counsel on sale of electrical utility remote telemetry technology company to public traded company. Asset sale closed with initial cash of $12,000,000, with five-year earnout potential. Company was VC funded in 2001, and we represented Company through several rounds of Preferred Stock offerings with private placement memoranda and standard VC investment grade agreements.
  • VC Investors’ counsel on Series A Preferred Stock investment in internet e-mail security and hosting software company originated at TechStars in Colorado. Initial Series A round of $2 million in late 2009. Subsequent Series A-1 round of $4.5 million in early 2010.
  • VC Investors’ counsel on Series A Preferred Stock investment in text messaging software company providing interface between Multiple Listing Service an on-site customer property inspection.
  • VC Investors’ counsel on Series C Preferred Stock investment in web based social network company targeting specific diseases that allow participants to share medical information, experiences, and data. Deal size $2 million.
  • VC Investors’ counsel on Series D Preferred Stock investment in artificial heart company, Syncardia, the world-wide leader and holder of only FDA and other governmental approved artificial heart. Develops and manufactures the successors to the original Jarvis artificial heart. Deal size $2.5 million.
  • VC Investors’ counsel on Series D Preferred Stock down round investment in infra-red aircraft imaging and alert system. FAA approved and poised for early exit. Deal size $2.9 million.

Industries & Practices

  • Aviation
  • Banking & Financial Institutions
  • Closely Held Businesses
  • Corporate Governance & Compliance
  • Emerging Companies
  • Investment Funds
  • Lending Transactions
  • Mergers & Acquisitions
  • Private Equity
  • Technology

Professional & Civic

Professional Achievements

  • Idaho State Bar, Business and Corporate Section, Governing Council, 2000 – 2012
  • Intermountain Venture Capital Forum Steering Committee (2005 – 2006); Presenting Company Selection Committee (2003 – 2006)
  • American Bar Association, Member
  • California State Bar Association, Licensed Member, 1987 – present
  • Idaho State Bar Association, Licensed Member, 1991 – present
  • VCIR Winter, Selection Committee, 2013
  • VCIR Fall, Selection Committee, 2012
  • Boise Public Schools Education Foundation, Board Member, 2009 – 2015
  • Graduate of Leadership Boise Program
  • Idaho Land Title Association, Member, 1991 – present

Accolades

Chambers USA 2023

  • Ranked by Chambers USA as “America’s Leading Corporate/Commercial Lawyers,” 2012 – 2023
  • Listed in Best Lawyers in America for Corporate Law; Mergers and Acquisitions Law, 2013 – 2024
  • Named Best Lawyers "Lawyer of the Year" for Mergers and Acquisitions Law, 2016, 2018, 2021, 2023
  • Listed in Super Lawyers Magazine as "Mountain States Super Lawyer," 2016 – 2023
  • Elected to the Fellows of the American Bar Foundation, 2020
  • Named Best Lawyers "Lawyer of the Year" for Corporate Law, 2020
Stephen C. Hardesty