Nicholas N. Dyer

Nicholas N. Dyer

Associate
ndyer@lrrc.com vCard
719.386.3056 office
719.386.3070 fax
90 South Cascade Avenue
Suite 1100
Colorado Springs, CO 80903

Nicholas Dyer’s practice focuses on business transactions and commercial law including: corporate governance, real estate and finance, nonprofit law, public charter school law, transactions with religious institutions, and emerging entrepreneurship.‎

Nicholas is thankful to include among his clients: financial institutions, established businesses, Colorado charter schools, churches and other religious organizations such as parochial schools, and new entrepreneurs.

Corporate, Non-Profit, Charter School and Religious Institutions Experience 

  • Represent targets and acquirers in for-profit and non-profit mergers and acquisitions
  • Advise lenders and borrowers with respect to angel and other early-round investment financing
  • Advise for-profit and non-profit boards of directors with respect to general corporate governance matters
  • Form limited liability companies, corporations, partnerships, public charter schools, churches and other special-purpose entities
  • Draft and negotiate commercial contracts, including employment agreements, general non-disclosure agreements, purchase and sale agreements, equipment leases, and independent contractor agreements
  • Advise Colorado public charter schools with respect to formation and chartering matters, governance, asset acquisition, finance, and other matters
  • Assist Colorado public charter schools with compliance with TABOR (the Colorado Taxpayer’s Bill of Rights), including structuring capital asset acquisition and financing
  • Draft Form 1023 (Application for Recognition of Exemption) to obtain 501(c)(3) status for nonprofit entities, including qualified limited liability companies and religiously-affiliated entities
  • Advise with respect to other 501(c) entities such as 501(c)(4) public benefit corporations and their ability to engage in lobbying and campaigning, 501(c)(6) business leagues, and 501(c)(8) fraternal benefit societies
  • Advise churches regarding ministerial governance and contractual matters
  • Advise clients with respect to B-Corporations, public benefit corporations, low-profit limited liability companies (“L3Cs”), limited cooperative associations, and other hybrid for-profit and non-profit entities

Real Estate Experience

  • Negotiate and close the purchase and sale of commercial and residential real estate
  • Represent financial institutions in complex real estate-secured loan transactions
  • Represent non-profit borrower entities in tax-exempt bond financing secured by real property
  • Represent lenders in complex loan modifications, deed-in-lieu of foreclosure transactions, and other work outs
  • Draft and negotiate commercial and residential leases on behalf of both land owners and tenants
  • Advise both declarant and parcel owner clients with respect to impact of homeowner association declarations of covenants and other matters under the Colorado Common Interest Ownership Act 
  • Draft and negotiate real estate easements and advise clients with respect to impact of existing easements and other title matters during due diligence
  • Review and negotiate architect and general contractor agreements
  • Represent landowners in Colorado quiet title actions

Representative Matters

  • Represented selling healthcare corporation in an approximately $7 million affiliated-entity reverse-triangular merger transaction
  • Represented institutional lender in $44 million senior loan secured by independent living facilities
  • Represented institutional lender in $14 million loan secured by specialized medical care facilities and involving a consortium of more than twelve borrowers and guarantors
  • Represented corporate purchaser in asset acquisition of petroleum distribution business located in southern Colorado and northern New Mexico
  • Incorporated numerous nonprofit corporations, foundations, Colorado public charter schools, Colorado public charter school building corporations and churches
  • Organized closely-held, special purpose, real estate investment limited liability companies
  • Represented former shareholders of private companies after national mergers and acquisitions exceeding more than $2 billion in aggregate deal consideration
  • Formed domestic and international investment funds
  • Represented parent international corporation in $20M management buy-out of U.S. division
  • Represented private equity purchaser of gulf coast shipping company in $180M transaction
  • Represented emerging entrepreneurs in formation of ventures
  • Representation of former shareholders of private companies after national mergers and acquisitions exceeding more than $2 billion in aggregate deal consideration
  • Formation of multiple domestic and international investment funds  
  • Represented parent international corporation in $20M management buy-out of U.S. division
  • Represented private equity purchaser of gulf coast shipping company in $180M transaction
  • Ongoing representation of emerging entrepreneurs developing software and other industries
  • Represented lending bank in $14 million loan for new construction of surgery center located in Colorado Springs, Colorado
  • Represented seller of luxury real estate located in Breckenridge, Colorado

Related News

03/22/2016
Pro bono service awards presented by Lewis Roca Rothgerber Christie
Annual awards honor memory of lawyer dedicated to equal justice and professionalism

Presentations

  • Author, “501(c)(3) Status: The Good, the Bad and the Ugly,” 2014 Colorado Department of Education Annual Charter School Finance Seminar
  • Speaker, “Mergers and Acquisitions: Anecdotes and Applications,” Colorado Springs Pikes Peak Community College, March 2012

Professional Experience

  • Lewis Roca Rothgerber Christie LLP (legacy firm Rothgerber Johnson & Lyons LLP), 2012-Present
  • Contract Attorney/Consultant, 2010–2012
  • Shareholder Representative Services LLC, 2010–2011
  • Foley & Lardner LLP, 2008–2010
  • Fulbright & Jaworski, L.L.P, Summer Associate, 2006-2007

Alert

Article

  • Co-Author, "Identity Theft: 7 Tips for Complying with FTC Red Flag Rules," CIO Magazine, September 2009

Other Info

Education

J.D., Harvard Law School, 2008
B.A., Utah State University, 2004, magna cum laude

Bar Admissions

Colorado, 2012
Massachusetts, 2008

Court Admissions

Colorado State Judicial District Courts
Colorado Court of Appeals
Colorado Supreme Court
Massachusetts State Judicial District Courts
Massachusetts Court of Appeals
Massachusetts Supreme Court
Utah State Judicial District Courts (Inactive)
Utah Court of Appeals (Inactive)
Utah Supreme Court (Inactive)

Memberships & Affiliations

  • Harvard Alumni Entrepreneurs Inc, Director, 2009-2011
  • Ecumenical Refugee and Immigration Services, Volunteer, 2011
  • Leadership Pikes Peak Signature Program, 2013
  • Japan America Society of Colorado, Member
  • Colorado Springs Regional Business Alliance Rising Professionals, Member
  • El Paso County Bar Association
  • Colorado Bar Association