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Kenneth Tillou is a member of the firm's tax and employee benefits practice groups. Mr. Tillou works primarily in the areas of corporate and partnership income taxation, executive compensation and ERISA, and mergers and acquisitions.

Mergers and Acquisitions Experience:

Mr. Tillou has over 20 years experience in assisting public and privately-held clients with structuring, negotiating and documenting, and performing due diligence with respect to the tax, executive compensation and employee benefits aspects of merger and acquisition transactions. He has worked on merger and acquisition transactions ranging in size from less than one million dollars to several billion dollars in value. Those transactions have included tax-free corporate reorganizations, both purely domestic and cross-border, taxable stock purchases with and without Section 338(h)(10) elections, taxable asset purchases, leveraged buy-outs including leveraged ESOP buyouts, and acquisitions through partnership or other pass-through entity structures.

In addition to assisting clients optimize the tax consequences of merger and acquisition transactions, Mr. Tillou advises clients on the handling of pension, 401(k), health and other employee benefit plans, stock options, other equity-based executive compensation awards, and change in control payments in merger and acquisition transactions.

Representative M&A Transactions:

• Publicly held Kinross Gold Corporation's acquisition by reverse subsidiary merger of publicly held Crown Resources Corporation for $218 million.

• Publicly held SkyWest, Inc.'s acquisition of Atlantic Southeast Airlines from Delta Air Lines for $1.7 billion (includes debt assumption).

• PRWeb International, Inc.'s sale of assets to publicly held Vocus, Inc. for $28 million.

• Leveraged ESOP purchase of majority interest in privately held construction company.

• SBI Holdings sale to publicly held aQuantive for $165 million.

Representative Clients:

• SkyWest, Inc.

• Franklin Covey Inc.

• Merit Medical Systems, Inc.

• Kinross Gold Corp.

• Cimetrix Incorporated

  NEWS & PUBLICATIONS

• "39 Parr Waddoups Lawyers Named As 2008 Legal Elite", Press Release, January 15, 2008
• "26 Ranked as Best Lawyers in America for 2008", Press Release, October 15, 2007
• "38 Parr Waddoups Lawyers Named As 2007 Legal Elite", Press Release, November 27, 2006
• "Changing the Rules", Utah Business, December 2004
• "Retirement Plans and the Great Mutual Fund Scandal", The Corporate Compliance & Regulatory Newsletter, October 2004
• "Cobra Bites Again — The New Cobra Notice Regulations", The Compliance & Regulatory Newsletter, August 2003
• "ERISA Compliance Requirement for Nonqualified Deferred Compensation Plans", The Corporate Counsellor, December 2002