Corporate

OUR CORPORATE PRACTICE provides comprehensive legal service for the formation, management and operation of business entities. Our clients range from start-ups to established multi-national companies. We serve a wide range of industries and are committed to adding value to our clients by working to understand their businesses, missions and strategies and by serving as their strategic business partner.

Our continuing relationships with our clients include assistance with:

• Business Acquisitions and Dispositions
• Capital Formation
• Choice of Entity
• Day-to-Day Contracts
• Director Responsibility
• Financing and Work Out Arrangements
• Venture Capital

Our business acquisitions and dispositions services include:

• Documentation and Project Oversight
• Due Diligence
• Transaction Financing
• Transaction Structure

Our experience in lending and factoring transactions enables us to help clients structure innovative financing transactions that utilize practical documentation while providing optimum security. The experience we provide not only in documenting new transactions, but also in solving associated non-performing credit problems, makes us effective counsel to lenders. When finance transactions are in a workout or recovery mode, we work closely with our Litigation Group to help clients recoup maximum amounts. 

Representative transactions

Corporate Finance Representation of a major regional health care system in connection with $94 million tax exempt bond offering and a $100 million credit facility with term loans, revolving credit facility and letter of credit facility. Representation of a New York-based hedge fund in connection with financing of the San Antonio convention center hotel utilizing $275 million of tax exempt and taxable bond financing. Representation of an aviation services company listed on the New York Stock Exchange in connection with $200 million credit facility with a major New York-based bank. Representation of a global hospitality company in connection with multiple corporate and project financings involving hotels and resorts in North America and Western Europe.

Due Diligence Conducted an extensive due diligence review of six U.S. subsidiaries of a United Kingdom-based company in connection with a financing project undertaken by the parent. Conducted a due diligence review of Texas- and Louisiana-based subsidiaries of an Aberdeen-based parent company that were being acquired. Regularly conduct the legal due diligence in connection with each corporate acquisition by our clients.

Mergers and Acquisitions Representation of the shareholders of a Houston-based international supply company to the oil and gas industry in connection with the sale of their shares to a New York-based private equity group for approximately $28 million, including equity interests in the acquiring company. Representation of a Texas-based fiberglass products manufacturer in the strategic acquisiton of a Montana-based fiberglass products manufacturer, including representation regarding acquisition financing. Represented an Odessa, Texas-based specialty tubular threading company in connection with its sale to NS Group, Inc. for $125 million. Represented the shareholders of an oil tool company in connection with the sale of their shares for approximately $22 million plus shares of stock in the acquiring company. Represented the purchaser in connection with the acquisition of a drilling company for $15 million and in connection with the negotiation of $8.5 million of senior debt and $5.5 million in subordinated debt. Represented the shareholders of a Houston-based company in a sale to a private equity firm for $30 million plus shares of stock in the acquiring company. Represented a specialty chemical company in connection with the sale of substantially all its assets to a New York Stock Exchange company for $8 million. Lead counsel for borrower in connection with an $80 million credit facility with major New York bank for U.S. hotel and resort acquisitions. Represented a large regional health system in connection with the acquisition of a hospital for $67 million. Represented a New Jersey-based international conference center and resort owner/operator in connection with its recapitalization by Broadreach, an affiliate of Mary Wolf. Represented Freebirds World Burrito, a 19-unit fast casual restaurant chain, in connection with its sale to the Tavistock Group. Acted as U.S. counsel for a UK-based client in connection with the acquisition of an international company supplying rental equipment to the oilfield. Represented a UK-based client in their acquisition of an oil and gas service company in California. Represented a Houston-based specialty manufacturer of flood and wind protection products in connection with its recapitalization. Represented a marine parts distribution and e-commerce company in connection with a $10 million preferred equity investment by a division of a publicly-held corporation, with a pre-money valuation for the company of $115 million. Represented the owner of a civil engineering firm in connection with sale to leading national competitor for $5 million.

Private Placement Representation of a Houston-based investment sponsor in connection with the structuring, formation and private placement of securities of a $100 million blind investment fund. Representation of a Houston-based real estate company in connection with formation and private placement of the securities of multiple special purpose entities for the purpose of acquiring and developing real estate projects domestically and internationally. Representation of a Houston-based real estate company in connection with the structuring, formation and private placement of securities of a $10 million blind real estate investment fund. Representation of a start-up environmental remediation company in connection with series of private placements to raise seed and follow on capital for operations and growth. Representation of a local entrepreneur in connection with formation and private placement of securities of approximately 10 separate model home investment funds. Representation of a Texas-based hospital system in connection with the formation of a joint venture and private placement of securities to local surgeons for the development, construction and operation of an ambulatory surgery and imaging center. Representation of a Texas-based fast casual restaurant chain in connection with structuring, formation and private placement of securities for expansion of chain in major cities in Texas. Representation of a local restauranteur in connection with private placement of securities for expansion of Mexican food bar and grill concept. Representation of a local restauranteur in connection with private placement of securities for construction of new restaurant to replace existing fine dining facility. Representation of a local food service entrepreneur in private placement of securities for development of manufactured cold coffee products pursuant to license from nationally recognized chef.

Transaction Structuring Structured sale leaseback transaction involving a for-profit hospital with institutional, strategic and physician investors. Structured sale leaseback transaction involving a skilled nursing facility with for-profit and not-for-profit parties in a multi-tiered joint venture. Representation of a Texas-based oilfield services company in connection with investments in manufacturing facilities in Taiwan and America Samoa. Representation of a U.S.-based oilfield services company in connection with operations in Eastern Europe, Western Europe, Mexico and South America. Structured the consolidation of multiple entities organized in varying jurisdictions into a Delaware corporation for a company involved in providing traffic cameras and automated toll and traffic violation processing. Structured multiple transactions for a hospitality company doing business in the U.S., Canada and seven countries in Western Europe.