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DOUGLAS C. WADDOUPS

Shareholder

Direct: 12813170338
Email: contact@parrbrown.top

Please do not send sensitive or confidential information or attach documents to
this email as we cannot guarantee confidentiality. If you wish to proceed, press
continue. If not, please contact the attorney you wish to speak to by telephone.
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Douglas C. Waddoups
Shareholder

PRACTICE AREAS
 * Business and Finance
 * Corporate Finance
 * Mergers, Acquisitions, and Divestitures
 * Private Equity Fund Formation
 * Securities Regulation and Public Offerings
 * Franchising

EDUCATION

 * 1996, J.D., Brigham Young University, cum laude, BYU Law Review

BAR ADMISSIONS

 * 1999Utah

PROFESSIONAL ACTIVITIES

 * Past President/CEO and in-house counsel Precision Time


DOUGLAS C. WADDOUPS

Shareholder

Direct: 12813170338
Email: contact@parrbrown.top

Please do not send sensitive or confidential information or attach documents to
this email as we cannot guarantee confidentiality. If you wish to proceed, press
continue. If not, please contact the attorney you wish to speak to by telephone.
Thank you.

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Douglas C. Waddoups
Shareholder
Main Bio

Douglas C. Waddoups is a member of Douglas C. Waddoups’s business transactions
group focusing his practice in the areas of general corporate, mergers and
acquisitions, private equity financing, debt financing, securities and public
offerings.

Waddoups received his Juris Doctor degree from Brigham Young University Law
School, Provo, Utah, April 1996 and a Bachelor of Arts from Brigham Young
University in April 1993..  While in Law School, he served as a Brigham Young
University Law Review Member and published. American Vending Services, Inc. v.
Morse: The Problem of Defective Incorporation in Utah in the BYU Law Review,
Vol. 1995, no. 1.

He began his career with Skadden, Arps, Slate Meagher & Flom, LLP in Chicago,
Illinois from 1996 to 1998 where he represented national and international
clients in M&A, securities and cross-border leverage lease transactions.. 
Waddoups worked at Douglas C. Waddoups from 1998 until 2002 when he left to
co-found Precision Time, a specialty watch retailer and repair center with
nearly 100 locations nationwide.

During his twelve years at Precision Time, Waddoups served as President/CEO as
well as in-house counsel where he led the company through multiple fundraising
efforts raising more than $23 million in equity capital and $7 million in debt
financing..  He grew the company from one store to a peak of 120 stores with
oversight of site selection, lease negotiations.  and store construction..  He
hired and developed the majority of the company’s executive team and was
responsible for leading the rapid response team during the recession of
2008-2009 which involved closing unprofitable stores, eliminating non profitable
business channels and implementing significant cost reductions.. .  During this
time, Waddoups was named one of Utah’s ’40 Under 40 by Utah Business magazine
and one of vSpring Capital’s Top 100 Venture Entrepreneurs.

Mr. Waddoups has been listed in the 2016, 2018-2023 editions of The Best Lawyers
in America® for Antitrust Law, Commercial Litigation, Construction Law,
Corporate Law, Intellectual Property Litigation, Securities Regulation and
Mergers and Acquisitions Law. He was named Best Lawyers® “Lawyer of the Year”
for Corporate Law (2021) and Antitrust Law (2017) in Utah..  He has also been
continuously listed in Utah Business magazine as one of. Utah’s Legal Elite in
business & corporate law. Mr. Waddoups has been ranked as a top Utah lawyer for
corporate law and mergers & acquisitions law 2021 and 2022 by Chambers USA –
America’s Leading Lawyers for Business.


Representative Transactions:


MERGERS AND ACQUISITIONS

•. . .  Represented the owners of a Utah based long distance carrier in the sale
of the business to a national telecommunications company for approximately $500
million in cash, stock and assumption of debt.

•. . .  Subsequent to the closing of the transaction acted as lead counsel to
the national telecommunications company in the acquisition of three other
telecommunications companies.

•. . .  Represented a medical device manufacture in the acquisition of a smaller
company for approximately $18 million in cash.

•. . .  Led the legal team that represented the owners of a packaged dried soup
company in the sale of the business for approximately $25 million in cash plus
an “earnout” interest that ultimately provided the owners significant additional
consideration.

•. . .  Acted as lead counsel to the owner of a cookie company in the sale of
the business for approximately $30 million in cash.

•. . .  Represented the owners of a commercial electrical products company in
the sale of the business for approximately $60 million.

•. . .  Subsequent to the closing of the transaction acted as local corporate
counsel to the new owner on a number of commercial issues.

•. . .  Part of a legal team that represented a local transportation company in
its successful defense against a hostile tender offer.

•. . .  Acted as counsel to Precision Time in the acquisition of four other
watch retailers including a transaction with an international retailer that is
one of the largest specialty retailers in the world.

EQUITY FINANCING

•. . .  Represented numerous companies in equity financing with both private and
institutional investors. These transactions had a wide variety of complexity
from straight common stock to preferred stock with complicated rights and
preferences.

•. . .  Represented Precision Time in ten equity financing transactions raising
$23+ million in equity capital. Noteworthy terms of the financings include:

o. . .  Successive rounds of “angel financing” including the rights and
preferences of preferred stock for Series A through E.

o. . .  Negotiated the terms of a $11 million investment by a private equity
firm. In addition to traditional private equity provisions, the transaction (as
well as the Company’s post closing borrowing and financing activities) needed to
be structured under Sharia law.

o. . .  Negotiated the terms of a $2 million investment in Class A Preferred
Stock with 8% current pay dividend and other rights and preferences

o. . .  Acted as corporate counsel to Precision Time when its majority private
equity investor exercised its option and “put” its equity position to the
Company. Ultimately negotiated the exit of the private equity partner from the
business on favorable terms for the Company.

o. . .  Worked with investment bankers in evaluating the fairness of capital
raising transactions as well as the structure, presentation and pitching of the
transactions to potential investors.

DEBT FINANCING

•. . .  Advised a Utah based start-up bank in developing its lending documents
to provide niche loans to rural borrowers under incentives provided by the USDA.

•. . .  Acted as lead counsel in the negotiation and documentation of
approximately 15 loans.

•. . .  Represented a number of borrowers in lending transactions with
commercial banks as well as private lenders.

•. . .  Represented Precision Time in seven debt financing transactions raising
$7+ million in debt financing (secured and unsecured). Noteworthy terms of the
financings include:

o. . .  Multiple credit facilities with with major banks including lines of
credit and term loans.

o. . .  Structured several financings as asset based sale-leaseback transactions
that satisfied Sharia law and mirrored the financial terms of traditional
lending while providing lenders adequate protection.

o. . .  Transactions were with both institutional and private lenders and had a
variety of complexities such as interest paid in stock, warrants, conversion to
equity rights, intercreditor agreements and subordination agreements.

CORPORATE GOVERNANCE

•. . .  Advised the Board of Precision Time with respect to conflict of interest
issues and in the proper exercise of fiduciary duties in connection with loan
transactions and stock purchases between the Company and shareholders/directors.

•. . .  Represented Precision Time with respect to the necessary steps in
obtaining approval under Utah law for amending the Company’s articles of
incorporation, the creation and issuance of new classes of stock and the
approval of major transactions.

•. . .  Advised the Board with respect to the proper exercise of fiduciary
duties in connection with responding to a private equity fund that elected to
exercise its right to “put” its shares back to the company.

•. . .  Advised the Board with respect to the proper exercise of fiduciary
duties in connection with the Company’s consideration of filing for protection
under bankruptcy laws.

•. . .  Acted as corporate secretary for the company with responsibility to
draft, obtain approval for and keep minutes of all board and shareholder
meetings. Prepared and issued all stock certificates and stock ledgers and stock
transfer records.

GENERAL CORPORATE & COMMERCIAL TRANSACTIONS

•. . .  Represented a large conglomerate of companies in the “migration” from
formation under Delaware law to Utah law and in the conversion from corporations
to LLCs.

•. . .  Represented a national media company in the negotiation of employment
agreements for its senior executives and “talent employees” across the country.

•. . .  Regularly represented clients on the review of commercial contracts of
wide variety.

•. . .  Represented Precision Time in hundreds of contracts and commercial
transactions relating to every aspect of its business.

BANKRUPTCY AND RESTRUCTURING

•. . .  Represented Precision Time when its bank refused to extend the term, or
refinance, its $2 million term loan. Was able to negotiate a “soft landing”
payoff that allowed the Company time to obtain replacement financing from the
private lending market. Also renegotiated the terms of $700,000 in junior
private financing.

•. . .  Represented Precision Time in negotiations to close 23 store locations.
Was able to negotiate the termination of the leases (with an average lease term
of approximately 5 years) for a termination amount equal to six months occupancy
with payments made over two years.

•. . .  Represented Precision Time in negotiating rent relief with respect to 85
store locations amounting to aggregate rent relief of approximately $3.7 million
over three years. This represented an annual reduction of rent of approximately
20% per year.

•. . .  Represented Precision Time in the restructuring of $1.5 million of
vendor payments. All vendors were paid in full, but over twelve months. Part of
the deals negotiated was that vendors would continue to ship product to
Precision Time during that year even though the Company wasn’t current.

•. . .  In the midst of our restructuring discussions, represented Precision
Time in preparing the strategy and completing the documentation for a Chapter 11
filing to be filed in the event that restructuring negotiations failed.

EMPLOYMENT

•. . .  Represented Precision Time in numerous employment issues with respect to
its 450-500 employees including employment agreements, stock options,
noncompetition and confidentiality agreements, FMLA, sexual harassment, wrongful
termination, employee theft, workplace rules etc.

REAL ESTATE

•. . .  Represented Precision Time in negotiating more than 120 leases for space
in regional shopping malls. Represented Precision Time in all subsequent
renewals of these leases (several hundred renewals).

•. . .  Successfully renegotiated the terms of Precision Time leases during the
recession and market down turn.

. 
X




DISTINCTIONS

Douglas C. Waddoups is consistently recognized by peers and clients for its
sophisticated legal work.


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CONTACT

Tel. 12813170338

Fax. 12813170338



DOUGLAS C. WADDOUPS GEE & LOVELESS

101 South 200 East, Suite 700
Salt Lake City, UT 84111

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