John A. Granda

Partner

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1201 Walnut, Suite 2900
Kansas City, MO 64106

Recognitions Articles/Presentations overview

John is Chairman of the firm’s Corporate Finance Division, Co-Chairman of the firm’s Governance, Risk & Compliance Group and a member of the firm’s Executive Committee and Policy Committee. He serves as outside general counsel to a wide range of publicly- and privately-held businesses.

John served for a five-year period as a member of the staff of the Securities and Exchange Commission in Washington, D.C., including serving as counsel to SEC Commissioner John Evans. While serving as Special Counsel on the Williams Act in the SEC's Division of Corporation Finance, he was a principal draftsman of Regulations 14D and 14E governing tender offers, Regulation 13D-G governing the reporting of securities ownership and takeover intentions and Rule 13E-3 governing going private transactions.

His experience encompasses taking the lead on all manner of corporate legal matters, including IPOs and other securities offerings, mergers, acquisitions, tender and exchange offers, takeover defense, proxy contests, going private, LBOs, leveraged recapitalizations, spin-offs, joint ventures, strategic alliances, compliance programs, internal investigations, SEC enforcement and corporate governance.

Representative Experience

Representation of Embarq Corporation in $14 billion spin-off by Sprint Corporation and related $4.4 billion offering of senior notes
$4.7 billion acquisition of Centel Corporation by Sprint Corporation
Representation of LabOne, Inc. in $934 million sale of company to Quest Diagnostics, Inc.
Kansas corporate counsel for Sprint Corporation, a Kansas corporation, in $36 billion merger with Nextel Communications, Inc.
Representation of Gold Banc Corporation, Inc. in $700+ million merger with Marshall & Ilsley Corporation
Representation of Angelica Corporation in $533 million merger with an affiliate of Lehman Brothers Merchant Banking

Public and private offerings of equity and debt securities, both national and international, representing both issuers and underwriters, including more than 25 IPOs and involving issuances of various sizes, such as the $3 billion note offering by U.S. Central Credit Union, $175 million offering of convertible debentures in a Rule 144A offering by Euronet Worldwide, Inc. and offerings of several series of convertible preferred stock of AMCON Distributing Company, each of which were under $10 million
$4 billion spin-off of Sprint Cellular by Sprint Corporation
Preparation of effective takeover defenses, including shareholder rights plans and shark repellants in charters and bylaws, for companies such as Sprint Corporation, Embarq Corporation, Cerner Corporation, Gold Banc Corporation, Inc., OraSure Technologies, Inc., Rawlings Sporting Goods Company, Inc., 360° Communications Company, Cameron Financial and TMNG
Counseling boards and committees on hostile takeover attempts, strategic alternatives, governance, fiduciary duties, compliance programs, conflict-of-interest transactions, litigation, SEC enforcement, financing, acquisitions and divestitures, executive compensation, retention and termination of senior executives, employment and severance agreements
Representation of NPC International, Inc. in a stock sale transaction for $615 million to Merrill Lynch Global Private Equity
Represented Garmin International, Inc. in the acquisition of UPS Aviation Technologies, Inc.
Kansas corporate counsel for $27.5 billion management led buyout of public stockholders of Kinder Morgan, Inc., a Kansas corporation
Representation of both issuers and venture capitalists alike in venture capital investments
Representation of management, special committees and investment bankers in going private transactions, including transactions for NPC International, Inc. and Tower Properties Company
Representation of Special Committee of the Board of Directors of LabOne, Inc., a publicly-held company, with respect to its merger into its publicly-held parent
Merger between Rawlings Sporting Goods Company, Inc. and K2 Inc.
Cash tender offer and negotiated purchase of stock of EarthLink Network, Inc. by Sprint Corporation
Merger of equals between Epitope, Inc. and STC Technologies, Inc. into OraSure Technologies, Inc., a newly-formed entity
Representation of Euronet Worldwide, Inc in its $1.65 billion bid for MoneyGram International, Inc.
Extensive experience with preparation of all manner of filings under the Securities Exchange Act of 1934, and securities law compliance generally
Corporate governance improvements for numerous public companies to comply with the Sarbanes-Oxley Act of 2002 and best practices
Legal compliance programs for numerous public and private companies
Internal investigations on option granting practices, financial and other disclosure matters, and breaches of fiduciary duties and other legal obligations
Representation of registrants, Board committees and executives in SEC investigations and enforcement actions

Education

Georgetown University, LL.M., Taxation

University of Iowa, J.D., with distinction

University of Iowa, M.B.A.

University of Iowa, B.B.A.

Bar Admissions

United States Supreme Court
Missouri
Iowa

Professional Affiliations

American Bar Association
The Missouri Bar
Kansas City Metropolitan Bar Association
Society of Corporate Secretaries & Governance Professionals
Association for Corporate Growth
International Trade Club