Deal History

Transactions:

Attorneys at the Firm represent clients in a variety of complex transactions. The following is a general description of the type of sale and financing transactions we have handled:

• Natural gas pipeline company enters into a strategic partnership to add management and financing. The remaining entity then acquires additional pipeline assets in many states. Represented the pipeline company in the structure of the partnership and purchase of pipelines.
• Printing business sale to larger competitor. We represented the controlling member and assisted in the negotiation and closing the transaction.
• Hazardous material handling company with facilities in a number of states sells its assets to a publicly owned competitor. We represented the company in the sale of its assets and wrapping up of remaining business.
• Affiliated group of recycling companies with $51 million joint credit facility simultaneously restructured the corporate entities into two distinct operating groups, paid down and restructured the existing credit facility as to one group and obtained a new $65 million credit facility for the other group. We acted as lead counsel or co-counsel to the companies in all three transactions.
• Insurance company client sold $10.5 million of serial preferred stock to a private equity fund and investors in order to grow its casualty business and increase its management base. We represented the insurance company in the organization of a new Delaware holding company, the reorganization of its different lines of businesses and the negotiation and sale of the preferred stock.
• Advertising agency client sold a minority ownership interest in its firm to a multinational advertising business for cash and an earn-out. We represented the agency in their restructure to a Delaware limited partnership, sale of the minority interest and the employment agreements with key officers of the agency.
• Recycling firm purchased a facility and operations from the industry leader. We represented the purchaser in its acquisition and financing of the purchase of real property and operations of the facility. Coordinated with local and environmental counsel relating to the purchase.
• Major oil company sale of oilfield waste disposal assets to oilfield service client. Represented buyer of the assets in its negotiation, purchase and financing of the transaction. Coordinated efforts with local regulatory counsel relating to acquisition.
• Bank merged with larger financial institution in a stock and cash purchase price for stock and cash merger where the client's shareholders received $24 million of consideration. We represented the Bank in the negotiation of the merger agreement, solicitation of proxies from the Bank's shareholders in a detailed proxy statement and provided regulatory and other advice to the Bank.
• Acquirer hired us to negotiate and assist in the purchase of a controlling interest in a privately held telecommunication business including the negotiation of employment agreements, non-competition agreements and stock restriction agreements with the selling group.
• Nursing home client engaged us to represent them in partnership and securities matters related to the offer and sale of limited partnership interests in a private offering so that they could acquire and building several nursing home facilities in Texas.
• Advertising client sold to multinational advertising firm for cash and an earnout to be paid over several years. We represented the seller in the restructure of its business prior to sale, handling of key employee negotiations related to the sale and due diligence matters.
• Represented acquirer in the purchase of a food company's assets from a trustee of the U.S. Bankruptcy Court. Negotiated asset sale agreement, sale order, trademark licenses and name usage agreements with the founder of the selling company.
• Computer hardware client sold its assets to very large competitor for cash consideration. We represented closely held client in the structure and terms of the sale of assets, consents of third parties, employment agreements and non-compete agreements for the founder.
• Instruments company sold to a German-based technology company for over $6 million. We represented the seller and assisted in the coordination of the sale of related subsidiaries in other states.
• Software company merged with large public company in exchange for cash and stock. Represented the seller in negotiations of merger agreement, employment agreements and non-compete agreements.
• Organized hedge funds for clients including the organization of the fund and preparation of offering documents for the sale of fund interests.
• Insurance agency client sold its assets to a large regional bank holding company. Assisted the client in the restructure of its business prior to sale, negotiation of sale documents, employment agreements and non-compete agreements.
• Public bank client merged with other public bank. Represented the target bank in the merger agreement, proxy statement and resolicitation of proxies upon amendment of the deal.
• Publicly held natural gas company client sold to multinational energy conglomerate for over $90 million. Represented seller on securities matters and assisted client's general counsel on the sale of the company.
• Air-cargo developer raised over $7 million in financing for acquisition and construction of facility at an international airport. Assisted the developer in working with municipal officials in the negotiation of the bond transaction related to the financing.
• Credit card issuer awarded contract worth over $50 million for supply of smartcard credit cards, together with related software and management systems. We represented supplier in negotiation of contract with issuer and related subcontracts.
• Senior executive was terminated by technology company. We represented executive in successful confidential negotiation of severance package and waiver of non-compete obligations.