Capital Formation/Private Placement Representative Matters

  • Represented regional sponsor and developer of free standing emergency departments in multiple capital raises through private placements under Regulation D of the Securities Act of 1933.
  • Representation of a revenue cycle management company in its initial organization and ongoing corporate needs.
  • Representation of a memory care facility in connection with its initial organization and round one capital.
  • Served as lead counsel to a direct-to-the-installer automotive parts supplier in the recapitalization and sale of 80% of its interest to a Japanese global conglomerate. The total transaction value was $180 million.
  • Represented a Houston-based software developer in capital formation and general contract negotiations.
  • Represented private company seeking to raise $4 million to invest in luxury resort projects.
  • Obtained summary judgment from Supreme Court of the State of New York, Commercial Division, and affirmed by New York Appellate Division, First Department. Representing sellers of a valve distribution company in claims brought by the buyer for alleged damages and claims for indemnification based on the terms of the parties’ Stock Purchase Agreement. Sellers filed counterclaims for the amounts owed under the Stock Purchase Claims, as well as for fraud against the private equity firm that purchased the company and its principals.
  • Represented a Houston-based entrepreneur in connection with the strategic restructure of personal investments in 60+ entities involving land development, retail, private equity, specialty finance, oil and gas, industrial and build-to-suit.
  • Represented various U.K. and Norwegian entities in structuring and creating U.S. subsidiaries of foreign parent companies.
  • Represented a Texas-based company in its operation of emergency room facilities across the state, including the acquisition of the real estate, development of facilities, strategic corporate formation and joint venture transactions with national hospital systems.
  • Represented UK-based companies in connection with their global expansion into the United States and formation of US based subsidiaries
  • Ongoing representation of a $25 million private equity fund, having as its primary investment focus investments in low budget film productions, in connection with the fund’s formation, capitalization and investments
  • Represented a Texas-based provider of wireless analytics, mobile-device bill auditing and related software in its recapitalization by Huntsman Gay Global Capital.
  • Represented a West-Texas oilfield services provider operating throughout the Permian Basin in a $34 million majority recapitalization by a Houston-based private equity fund.
  • Represented Core International, LLC, a Houston-based manufacturer and supplier of highly engineered rubber components and supply chain solutions, and its shareholders in a majority recapitalization by Rock Hill Capital Group.
  • Represented a Woodlands-based oilfield services company in negotiation of its $80 million syndicated credit facility with Comerica Bank.
  • Advised a client with respect to the private offering rules and regulations for California, New York, New Jersey and Massachusetts.
  • Represented a commercial retail developer in formation and capitalization of multiple joint ventures.
  • Represented an enhanced oil recovery technology company in connection with private equity investments and capital formation.
  • Represented a Houston-based company in connection with private equity investments for the production of a nationally televised PBS television series.
  • Represented a water desalination development company in the reorganization of its corporate structure, including a $250 million capital infusion by international equity investors.
  • Represented a start-up hydrocarbon remediation company in connection with its formation, capitalization and international legal structuring for the purpose of international commercialization of new remediation technology.
  • Ongoing representation of local real estate entrepreneurs in formation and capitalization of $30 million pooled investment fund to acquire distressed income producing real properties.
  • Represented a $25 million private equity fund, having as its primary investment focus investments in low budget film productions, in connection with the fund’s formation, capitalization and investments.
  • Represented Core International, LLC, a Houston-based manufacturer and supplier of highly engineered rubber components and supply chain solutions, and its shareholders in a majority recapitalization by Rock Hill Capital Group.
  • Represented a Houston-based real estate development company in formation and capitalization of three investment funds having raised in excess of $25 million though private offerings under Regulation D of the Securities Act of 1933.
  • Represented a $250 million private equity fund, having a primary investment focus of mezzanine debt investments, in connection with the fund’s formation, capitalization and investments.
  • Represented individual private investors in a purchase of stock of a real property appraisal company.
  • Represented a Houston-based services company in connection with a $28 million majority recapitalization with a private equity firm
  • Development of a strategic and capital plan for Houston-based real estate investment firm to raise $100 million of acquisition equity capital from four opportunity funds.
  • Development of a capital strategy for start up environmental services company doing business in the U.S. and Eastern Europe.
  • Development of a strategic and capital plan for a restaurant company based in Texas for expansion from four to 23 stores within four years.
  • Represented office, multifamily, industrial, office/service, land development and hospitality borrowers in conventional financing and refinancing of properties in loan transactions ranging from under US $1 million to over US $50 million, including construction loans, interim or mini-perm financing and permanent loans.
  • Represented a large residential development and home-building company and a combined local/foreign investment group in development of a 300-acre mixed-use business park in West Houston.
  • Represented a local food service entrepreneur in private placement of securities for development of manufactured cold coffee products pursuant to license from nationally recognized chef.
  • Represented a local restaurateur in connection with private placement of securities for construction of new restaurant to replace existing fine dining facility.
  • Represented a local restaurateur in connection with private placement of securities for expansion of Mexican food bar and grill concept.
  • Represented 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.
  • Represented a start-up environmental remediation company in connection with series of private placements to raise seed and follow on capital for operations and growth.
  • Represented 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.
  • Represented a Houston-based investment sponsor in connection with the structuring, formation and private placement of securities of a $100 million blind investment fund.
  • Represented a Houston-based specialty manufacturer of flood and wind protection products in connection with its recapitalization by a private equity firm.

Business Group Contacts

Steve Kesten

  • Shareholder, Business Group Chair
  • 832.615.4246
  • E-mail Steve

Gary W. Miller

  • Founding Shareholder, Business Group
  • 832.615.4218
  • E-mail Gary