John Ransom

Shareholder, Business Group

John Ransom is a Shareholder in the firm’s Corporate M&A group and counsels clients on a variety of legal matters to assist them in accomplishing their long-term and immediate business goals. With more than 40 years of experience, John advises clients on mergers and acquisitions, dispositions, financings, and management equity incentives. He often acts as de facto general counsel for closely held private and family-owned businesses. With keen resourcefulness and an efficient approach, John anticipates and analyzes the needs of his clients to provide strategic counsel. In his role as an innovative and trusted advisor, John ensures added value by leveraging his broad familiarity with all phases of the life cycle of businesses of various sizes. John represents clients in all types of mergers and acquisitions, with a particular knowledge of both healthcare and energy-related matters. He has decades of experience configuring upstream and midstream oil and gas ventures, joint ventures, as well as structuring master limited partnerships (MLPs).

Awards & Recognitions

  • U.S. News & World Report – Best Lawyers – Tax Law (2005-2021)
  • Texas Super Lawyers (2004-2018)
  • Super Lawyers Corporate Counsel Edition – Tax Law, 2009
  • Martindale-Hubbell AV Preeminent Peer Review Rating
John Ransom

Education

  • JD, University of Houston Law Center
  • BA, Rice University

Affiliations

  • Houston Bar Association
  • Texas Bar Association

Community

  • Awty International School of Houston, Former Board of Trustees Member and Chairman
  • Houston Yacht Club, Former Officer and Trustee
  • Houston Livestock Show and Rodeo, Legal Affairs Committee, 2010-2014
  • Rice University Executive MBA Program, Lecturer

Relevant Representative Matters

Represent buyers and sellers of various types of aircraft, including a: new Gulfstream G700, Bombardier Global 5000 Business Jet, new Citation Longitude, Hawker 800XP, Citation V, Citation Excel, Pilatus PC-12NG, Citation I SP, Challenger 605, TBM 930, TBM 850, TBM 700, Diamond DA62, Robinson R44 Helicopter, and Robinson R22 Helicopter.

Represented several individuals in the formation and establishment of dry leasing arrangements and related structures

Represented aircraft owners and Part 135 operators in lease and management agreements.

Represented the lender in the negotiation and financing of a Cessna 500

Represented several individuals in the negotiation of fractional ownership and “jet-card” agreements

Led buyer in an acquisition of one of its largest competitors in the cloud-based voice, internet and unified communication services space. Negotiated and simultaneously closed an amended credit agreement to provide financing for the transaction. Utilized and negotiated representations and warranty insurance policy to mitigate post transaction risk and provide added security for loan.

Acquisitions, financings, and restructuring of multiple long-term acute care and skilled nursing facilities in Washington, D.C., including private/public partnership for short-term acute care facility

Sale of multistate, residential behavioral healthcare group to private equity fund for $130 million

Family limited partnerships and associated estate planning for various families

Key employee compensation packages including carried interests and other equity incentives

Tax deferred condemnation transactions

Like kind exchanges including multiple forward and reverse deferred exchanges of real estate and oil and gas interests

Timing of tax recognition for MUD reimbursement costs

Joint ventures involving historic owners, cash investors and developers for residential lot and commercial ventures

Realization of tax deferred long-term capital for historic land owners in lot development ventures using Bramblett structures

Tax aspects of ownership and financing of master planned communities including Long Meadow Farms, Gleannloch Farms, Caracol Coastal and Fulbrook on Fulsher Creek

Tax issues for aircraft owners including fringe benefit and personal use issues as well as state sales tax and property tax issues

Purchase of new Gulfstream G550 for African-based buyer financed with UBS Geneva for $54 million

Purchase of Citation Excel subject to United States criminal seizure claims, including court ordered protections for buyer

Cost sharing aircraft arrangements including joint ownership, dry lease, time share, and interchange arrangements

Purchase and sale of various executive turboprop and turbine aircraft for U.S. and foreign persons

Sale of OCTG distributor to a publicly traded Japanese trading company for $110 million

Sale of Houston-based metal heat treating business and associated testing lab to strategic buyer for $12 million

Sale of engineering services company to Canadian buyer

Sale of Petroleum Professionals International, LP’s (PPI) oil and gas offshore engineering and quality control businesses to Australian public company for cash and stock of US $145 million

Organization and capitalization of oilfield intellectual property development venture

Purchase of engineering and construction services company from non-US owner

Tax deferred sale of valve manufacturing company to strategic buyer for cash, notes and stock for $12 million

Redemption of 50 percent owner of composite down-hole drilling tool manufacturer as well as the acquisition, financing, and construction of new manufacturing facility

Sale of Flowchem, Ltd, a specialty chemical manufacturer, to Arsenal Capital Partners for $210 million

Sale of the stock of Grayson Armature, the largest electric motor facility on the Gulf Coast, to Sulzer Limited for $42 million

Sale of field gas fueled engine technology and manufacturing company

Sale of consumer goods manufacturing division to direct competitor, including staged diligence process to protect trade secrets

Sale of industrial water treatment company

New equity raise and related new tax structure for medical device manufacturer

Purchase of proprietary drilling additive manufacturing and distribution business.