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Capital Formation / Private Placement
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Capital Formation & Private Placement

An investment funds law firm that navigates the financing maze with experience

Our clients rely on our ability to assist them in developing strategic initiatives for their businesses that include formation packages and all types of public and private financing options. Our investment funds law firm assists them in developing business plans, growth strategies, employee compensation programs, and governance structures needed to meet their objectives. Then we apply our resources, experience, and relationships to secure funding with the legal skill to effectively advise on any type of transaction.

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Areas of Focus

  • Capital plan development
  • Capital strategies
  • Debt sourcing
  • Equity sourcing

Capital Formation and Private Placement Representative Matters

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Real estate

Represented a client that provides offshore mooring systems for the energy industry in the acquisition of the equity of a provider of anchoring and mooring solutions and its subsidiaries. The complex cross-border transaction involved the acquisition of assets located on and entities domiciled in at least twelve different countries and negotiations of definitive agreements with legal counsel in Norway.

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Manufacturing and Distribution

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.

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Healthcare

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.

International

Represented various U.K. and Norwegian entities in structuring and creating U.S. subsidiaries of foreign parent companies.

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Energy – Oil & Gas

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Real estate

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.

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Manufacturing and Distribution

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.

Advised a client with respect to the private offering rules and regulations for California, New York, New Jersey and Massachusetts.

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Energy – Oil & Gas

Represented a Woodlands-based oilfield services company in negotiation of its $80 million syndicated credit facility with Comerica Bank.

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Energy – Oil & Gas

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.

Technology

Represented a Texas-based provider of wireless analytics, mobile-device bill auditing and related software in its recapitalization by Huntsman Gay Global Capital.

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Private equity / Venture capital

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

International

Represented UK-based companies in connection with their global expansion into the United States and formation of US based subsidiaries

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Manufacturing and Distribution

Represented a Houston-based specialty manufacturer of flood and wind protection products in connection with its recapitalization by a private equity firm.

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Financial Institutions

Represented a Houston-based investment sponsor in connection with the structuring, formation and private placement of securities of a $100 million blind investment fund.

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Real estate

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.

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Environmental Services

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.

Hospitality

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.

Hospitality

Represented a local restaurateur in connection with private placement of securities for expansion of Mexican food bar and grill concept.

Hospitality

Represented a local restaurateur in connection with private placement of securities for construction of new restaurant to replace existing fine dining facility.

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Food Processing and Distribution

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.

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Real estate

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.

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Real estate

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.

Hospitality

Development of a strategic and capital plan for a restaurant company based in Texas for expansion from four to 23 stores within four years.

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Environmental Services

Development of a capital strategy for start up environmental services company doing business in the U.S. and Eastern Europe.

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Real estate

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.

Represented a Houston-based services company in connection with a $28 million majority recapitalization with a private equity firm

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Private equity / Venture capital

Represented individual private investors in a purchase of stock of a real property appraisal company.

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Private equity / Venture capital

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.

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Real estate

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.

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Private equity / Venture capital

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.

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Real estate

Ongoing representation of local real estate entrepreneurs in formation and capitalization of $30 million pooled investment fund to acquire distressed income producing real properties.

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Energy – Oil & Gas

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.

Technology

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 Houston-based company in connection with private equity investments for the production of a nationally televised PBS television series.

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Energy – Oil & Gas

Represented an enhanced oil recovery technology company in connection with private equity investments and capital formation.

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Real estate

Represented a commercial retail developer in formation and capitalization of multiple joint ventures.

Hospitality

Represented private company seeking to raise $4 million to invest in luxury resort projects.

Technology

Represented a Houston-based software developer in capital formation and general contract negotiations.

International

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.

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Healthcare

Representation of a memory care facility in connection with its initial organization and round one capital.

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Healthcare

Representation of a revenue cycle management company in its initial organization and ongoing corporate needs.

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Healthcare

Representation of a medical group in connection with the organization and capitalization of an entity for physicians to invest proceeds and negotiation of a subsequent joint venture with a major hospital system to open and operate a new freestanding emergency and urgent care facility.

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Energy – Oil & Gas

Representation of an oil and gas related company in connection with its capital raise through a private placement under Regulation D of the Securities Act of 1933.

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Real estate

Represented a Houston-based investment company in formation and capitalization of a fund having raised in excess of $3 million through a private offering under Regulation D of the Securities Act of 1933.

Ongoing representation of start-up technology company in connection with its formation and capitalization of $32million for the purpose of developing an online platform for same day delivery industry.

Representation of local real estate entrepreneurs in formation and capitalization of $13 million pooled investment fund to acquire income producing real properties.

Represented a Houston-based technology company in connection with a majority recapitalization with a private equity firm.

Represented local real estate entrepreneurs in the formation and capitalization of an investment fund through private offerings under Regulation D of the Securities Act of 1933 to acquire income producing retail centers developments.

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Environmental Services

Development of a capital strategy for start up environmental services company doing business in the U.S. and Eastern Europe.

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Real estate

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.

Represented a Houston-based services company in connection with a $28 million majority recapitalization with a private equity firm

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Private equity / Venture capital

Represented individual private investors in a purchase of stock of a real property appraisal company.

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Private equity / Venture capital

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.

building icon

Real estate

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.

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Private equity / Venture capital

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.

building icon

Real estate

Ongoing representation of local real estate entrepreneurs in formation and capitalization of $30 million pooled investment fund to acquire distressed income producing real properties.

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Energy – Oil & Gas

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.

Technology

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 Houston-based company in connection with private equity investments for the production of a nationally televised PBS television series.

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Energy – Oil & Gas

Represented an enhanced oil recovery technology company in connection with private equity investments and capital formation.

building icon

Real estate

Represented a commercial retail developer in formation and capitalization of multiple joint ventures.

Hospitality

Represented private company seeking to raise $4 million to invest in luxury resort projects.

Technology

Represented a Houston-based software developer in capital formation and general contract negotiations.

International

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.

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Healthcare

Representation of a memory care facility in connection with its initial organization and round one capital.

medical icon

Healthcare

Representation of a revenue cycle management company in its initial organization and ongoing corporate needs.

medical icon

Healthcare

Representation of a medical group in connection with the organization and capitalization of an entity for physicians to invest proceeds and negotiation of a subsequent joint venture with a major hospital system to open and operate a new freestanding emergency and urgent care facility.

document icon

Energy – Oil & Gas

Representation of an oil and gas related company in connection with its capital raise through a private placement under Regulation D of the Securities Act of 1933.

building icon

Real estate

Represented a Houston-based investment company in formation and capitalization of a fund having raised in excess of $3 million through a private offering under Regulation D of the Securities Act of 1933.

Ongoing representation of start-up technology company in connection with its formation and capitalization of $32million for the purpose of developing an online platform for same day delivery industry.

Representation of local real estate entrepreneurs in formation and capitalization of $13 million pooled investment fund to acquire income producing real properties.

Represented a Houston-based technology company in connection with a majority recapitalization with a private equity firm.

We dig deep to truly understand our clients and their ventures. We are devoted to the success of each client, focused wholeheartedly on the accomplishment of their business goals.

Steve Kesten

Shareholder, Corporate M&A Group Chair

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We provide clarity for complex problems.

With a deep understanding of your business alongside clear and honest communication, we help clients face challenges fearlessly.

 

Learn more about our services and how we help clients.