Taylor Gaver

Represented an online learning management company in connection with the merger with a sales training software company.

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 a private equity backed company in the workforce third-party administrator and toxicology lab business in multiple acquisitions in furtherance of their growth by acquisition strategy.

Represented a technology development company in a 3-part transaction, including the sale of specific intellectual property assets to a one buyer, distributing stock of an affiliate to its members and in the sale of all of the company’s remaining assets to a portfolio company of a private equity fund.

Assisted with the corporate reorganization of a billion dollar enterprise, including the amended and restated of over 180 limited partnership agreements and limited liability company agreements.

Represented the seller of all stock in a electrical process heater corporation in a two tranche closing, with the first closing valued at approximately $25,000,000 and the second closing value being determined in 2021 based on a multiple of the company’s EBITDA. Drafted the disclosure schedules, restrictive covenant agreements, corporate consents, secretary certificates and funds flow spreadsheet.

Represented the buyer of a local residential remodeling business. Responsible for the transaction from inception to close, including the drafting of all documents and negotiation with the seller.

Represented the seller of an orthodontic practice in Houston, Texas. Handled revisions to the asset purchase agreement, clearing of all encumbrances and drafting of disclosure schedules.

Represented the buyer of the assets of a computer forensics business, including the review of due diligence materials, preparation of disclosure schedules and drafting and revision of ancillary documents.

Represented the buyer of five (5) food franchise locations, with a purchase price of approximately $900,000. Drafted the asset purchase agreement and ancillary documents and served as the primary point of contact for the client.

Represented the seller of twenty-seven (27) franchises and locations of a national burger fast food restaurant with a purchase price of approximately $65,000,000. Active in day to day management of the transaction, drafting of the asset purchase agreement and other ancillary documents, reviewing and responding to the objections to the title commitment and responsible for obtaining all landlord consents and estoppel certificates.

Represented the buyer in the purchase of two ground lease locations of a national chicken fast food restaurant in Houston, Texas, with each purchase valued at approximately $2,000,000. Handled the transaction from inception to close and served as primary point of contact for the client.

Represented the buyer of a national chain of dollar stores in Harris County, Texas. Responsible for drafting ancillary documents, due diligence regarding the property and handling the closing.