Mr. Warren is a seasoned corporate legal counsel with 11+ years of broad experience with industries such as oil and gas, manufacturing, printing, advertising, media, technology, tribal businesses, healthcare, entertainment and restaurant/hospitality. Throughout his career, he has engaged closely with boards, senior executives, investors and senior advisors on a daily basis. Mr. Warren is uniquely experienced in closing transactions, financings, restructurings, mergers and acquisitions, divestitures, real estate development initiatives, asset dispositions and other complex commercial transactions. He is highly skilled in overseeing regulatory compliance issues, as well as, resolving complex litigation and human resource matters. He has a track record of proven success in challenging environments meeting clients’ goals with limited resources.
Mr. Warren was born and raised in Choctaw, Oklahoma and is an enrolled member of the Muscogee-Creek Nation of Oklahoma. After graduating from Choctaw High School in 1995, he attended Saint Louis University majoring in Finance and Philosophy. Mr. Warren graduated summa cum laude from SLU with an honors BSBA. He then attended the Dedman School of Law at Southern Methodist University where he graduated cum laude in 2002.
Mr. Warren previously served as the Chief Legal Officer, General Counsel and Secretary of Vertis, Inc., its parent company, and its 8 subsidiaries (collectively, “Vertis”), a Baltimore-based $1.2 billion marketing communications company. He was responsible for the overall management of Vertis’ legal issues. During his tenure at Vertis, he supervised all legal issues related to mergers and acquisitions, banking and finance, corporate governance, compliance, and commercial transactions. At Vertis, he was lead counsel for transactions independently ranging from $10 million to $2 billion. He worked with the CEO, CFO and other senior members of the company on a number of corporate development initiatives. He provided legal counsel to members of executive management, the board of directors and other key stakeholders. He managed teams of professionals from the largest banks, law firms and consultancies in the United States. In 2009, Mr. Warren became the youngest member of the executive management team at the age of 31.
Prior to his work at Vertis, Mr. Warren worked as an associate at the Denver-based law firms Jones & Keller and Hensley Kim & Edgington. At each firm, he worked with some of Denver’s preeminent corporate lawyers on general corporate law, securities, general commercial transactions and mergers and acquisition. More specifically, he drafted documents for and advised clients regarding SEC rules and regulations, assisted with all aspects of IPOs, private equity and debt financings, negotiated and closed M&A transactions totaling over $1 billion, and counseled public and private companies with respect to corporate governance and SOX compliance.
Mr. Warren also previously served as general counsel for the Council of Energy Resource Tribes (CERT), a Denver-based, national nonprofit organization that assists its 53 member tribes with natural resources, and energy and economic development initiatives. His work with CERT focused on natural resources, energy and economic development initiatives. Mr. Warren worked for Indian Tribes from all over the United States, Tribal instrumentalities and enterprises and businesses doing business in Indian Country. His practice also concentrated on representing Tribal corporations, whether wholly owned by one or more Tribes or by Tribes and non-Tribal partners.
While serving as general counsel for CERT, he developed or enhanced Tribal ordinances and codes to promote and enforce the orderly conduct of business and economic development within reservation economies, including among others, those prescribing commercial transactions, recording requirements, Tribal taxation, creditor rights and remedies and Tribal court jurisdiction and administration. Additionally, he has worked with Tribes in connection with the enforcement of legal agreements and the compliance with Tribal and federal laws surrounding Tribal resources.
Achievements and Representations:
- Negotiated, drafted and managed (1) $3 billion of accounts receivable, asset-backed revolving and term loan credit facilities, and (2) $1.5 billion of senior bonds.
- Youngest named executive officer in a company of approximately 5,000 employees.
- Responsible for compliance with $600 million bank debt starting in 2011
- Lead in-house counsel on $1.2 billion pre-packaged plan of reorganization in 2010
- Responsible for compliance with $650 million bank debt and $750 million bond debt from 2008 to 2010
- In 2008, managed the first double pre-packaged plan of reorganization and merger under Chapter 11 of the Bankruptcy Code in the United States
- Lead counsel on merger, acquisitions and project financing activities totaling over $3 billion
- Managed relationships with Wall Street’s top legal and professional firms employed by the company
- Managed deal teams ranging from 3 people to 75 people
- Provided support for real estate lease portfolio that totals approximately $20 million in annual rent obligations
- Supervised real estate acquisitions and dispositions totaling over approximately $30 million
- Supervised corporate governance and compliance of Vertis, its parent company and 6 subsidiary companies
- Special legal counsel to the Vertis’ Board of Directors, Audit Committee, Corporate Finance Committee, Compensation Committee and Retirement and Welfare Committee
- Coordinated diligence review, drafted disclosure letter and certain definitive documents in connection with Brocade Communications Systems, Inc.’s $973 million acquisition of McDATA Corporation
- Closed $20 million leveraged buyout of manufacturer of cash security equipment
- Assisted with all aspects of the public offering of units consisting of common stock and warrants for VitaCube Systems Holdings, Inc., a nutrition supplementation company
- Directed private placement of units consisting of common stock and warrants of a computer products supply company
- Closed merger of $350 million acquisition in Colorado
- Assisted in $500 million “going private” transaction
- Structured coal, gas, wind and solar energy projects ranging from $1 million to $250 million
- Developed right-of-way audit and assessment in preparation of Tribal rights-of-way negotiations with private entities
- Leveraged economics related to Tribal rights-of-way in energy projects
- Engaged leading renewable energy companies with respect to potential partnerships and development opportunities with Tribes
PUBLICATIONS AND LECTURES
- Panel Member on multiple panels at the 2008 Indian Energy Solutions Conference, Las Vegas, NV
- Panel Member on multiple panels at the 2005 Sustainable Energy Solutions Conference, Denver, CO
- A Handbook on the Department of the Interior’s Trust Responsibility to Indian Tribes in the Management of Indian Natural Resources: Key Agencies, Statutes, and Cases (2003)