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Corporate Finance
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Corporate Finance

Structuring for success with a corporate finance lawyer

As strategic business partners to our clients, our corporate finance lawyers apply deep experience, strong technical skills, and an efficient team approach to help them achieve the financing and capital structure needed to increase the value of their business.

We have helped clients—from start-ups to established multinational corporations—with our legal and business expertise that covers the entire financing life cycle. And we do it with a team approach that draws on the expertise of our senior lawyers while technical details are managed efficiently.

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Areas of Focus

We are experienced in lending and factoring transactions to help clients structure innovative financing that utilizes practical documentation while providing optimum security. As both legal and business counsel to our clients, we document new transactions and solve associated non-performing credit problems. And when finance transactions are in a workout or recovery mode, we work closely with our Litigation Group to help clients recoup maximum amounts.

  • All forms of capital-raising
  • Financing and work out arrangements
  • Choice of entity
  • Commercial contracts

Corporate Finance Representative Matters

Corporate finance

Represented executive bankers in state court lawsuit asserting claims for violations of non-competition agreement and breach of fiduciary duty and related week-long arbitration before the American Arbitration Association in which over $15,000,000 in damages was in controversy.

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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

Represented the shareholders of Virgo Valves & Controls Limited, a Pune, India-based manufacturer of ball valves and automation systems with facilities around the world, as lead counsel in connection with the sale of its shares to Emerson, a NYSE-listed global technology and engineering company.

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Financial Institutions

Represented Houston-based Mezzanine Fund as lead fund counsel in connection with a $250 million private placement to institutional investors and follow on portfolio investments.

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Financial Institutions

Represented a New York-based hedge fund, Marathon Real Estate Opportunity Funds, in connection with the development and public-private financing of the 1000-room San Antonio Grand Hyatt Convention Center Hotel.

Assisted individual guarantors in the development, negotiation and implementation of a plan for repayment of approximately $85 million of mortgage indebtedness secured by real property subject to significant declines in value.

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Financial Institutions

Represented 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.

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Logistics

Represented 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.

Hospitality

Represented a global hospitality company in connection with multiple corporate and project financing involving hotels and resorts in North America and Western Europe.

Hospitality

Structured multiple transactions for a hospitality company doing business in the U.S., Canada and seven countries in Western Europe.

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Real estate

Represented the owner of 10,000+ apartment units in the Houston area in connection with property disposition and development and bankruptcy cases.

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Real estate

Represented retail, office, multifamily and hospitality borrowers in acquisition financing and refinancing of existing properties across Texas and the United States in conduit lending transactions ranging from US $2 million to over US $125 million.

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Real estate

Represented office, multifamily and hospitality borrowers in connection with loans funded by insurance companies and pension funds, ranging from approximately US $1.5 million to US $50 million.

Hospitality

Represented buyers and developers of hospitality product, including limited service, and conferencing center and resort product, in financing transactions involving lending sources in the United States and overseas, including financing and refinancing with banks such as Barclays Bank PLC, London; Deutsche Bank, Germany; SNS Bank, The Netherlands; Governor and Company of the Bank of Scotland; Chase Bank, New York; Calyon Bank.

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Logistics

Represented an Arizona-based company providing automated toll and traffic violation processing throughout the U.S. in connection with a $58 million convertible preferred stock investment by a major investment bank, a $100 million dollar syndicated credit facility and several follow on private equity and debt financings.

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

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Energy – Oil & Gas

Represented an offshore drilling equipment manufacturer and supplier based in Jakarta, Singapore and Houston in the reorganization of its capital structure, including a $15 million capital infusion by a private equity group.

Represented a borrower in connection with the restructure of its $100 million loan with a banking institution.

International

Represented a UK bank in connection with the United States law aspects of its loan, especially relating to securing the loan with assets in the United States.

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Manufacturing and Distribution

Represented a Houston-based industrial tank cleaning business in connection with a $13 million refinance transaction with a senior commercial lender. Represented same company in a later $60 million majority recapitalization transaction with a St. Louis based private equity firm.

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Financial Institutions

Represented multiple senior lending institutions, with both national and regional presence, and borrowers, in asset based lending transactions and more traditional senior lending facilities ranging from hundreds of thousands to tens of millions of dollars.

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Manufacturing and Distribution

Represented a regional industrial tunneling company in sale of that business to a financial purchaser.

Telecommunications

Ongoing representation of a computer network management and consulting and telecommunications company in connection with strategy to build a shared telecommunications superstructure for smaller rural telecommunications companies to compete with the majors in delivering 4G wireless telecommunications services to customers.

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Energy – Oil & Gas

Represented a Texas-based mezzanine financing fund in the corporate restructuring of its portfolio company which included amended senior and subordinated debt facilities and the purchase and financing of mobile servicing oil rigs.

Represented a traffic systems company in connection with a $55 million syndicated credit facility.

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Energy – Oil & Gas

Technology

Represented oil and gas technology company in its recapitalization with existing investors.

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Construction

Represented a Houston-based general contractor in capital formation and senior debt facilities.

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Energy – Oil & Gas

Represented a diesel fuel blending and distribution terminal and related truck transportation operation in the restructure of outstanding indebtedness and equity ownership interests.

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Food Processing and Distribution

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Private equity / Venture capital

Represented the minority owners and operators of a multi-location fast casual food franchise in the transfer of majority ownership from one private equity owner to another private equity owner and the restructure of operating lines of credit.

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Financial Institutions

Represented the owners of a horizontal boring business in partial recapitalization and debt restructure.

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Energy – Power

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Manufacturing and Distribution

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Private equity / Venture capital

Represented a manufacturer of waste water processing equipment and developer of facilities to convert municipal waste water biosolids into a renewable energy source in the private placement of debt and equity securities.

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Healthcare

Represented regional sponsor and developer of free standing emergency departments in connection with a consolidating restructure transaction in anticipation of a sale of the consolidated enterprise.

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Manufacturing and Distribution

Represented manufacturer of light poles and standards in secured line of credit to finance acquisition of outstanding ownership interests.

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Financial Institutions

Represented a national retailer in connection with a $280 million credit facility secured by borrower-owned locations.

Represented the borrower in a $38,000,000 senior term loan and a revolving loan not to exceed $7,000,000 to a company that provides products relating to the exploration and refining of oil, including traveling blocks, rotary tables, swivel joints and pressure gauges.

Represented the borrower in a senior loan comprised of an $11,300,000 term loan and a revolving loan not to exceed $2,000,000 as well as a subordinated non-revolving $5,000,000 loan by a national veterinary medical service provider.

Represented the existing entity in an equity investment and reorganization in conjunction with a $20,000,000 loan commitment from a private equity investor into a business specializing in the purchase, sale and rent-to-own of residential storage buildings, carports, gazebos and other manufactured structures.

International

Represented a UK bank in connection with the United States law aspects of its loan, especially relating to securing the loan with assets in the United States.

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Manufacturing and Distribution

Represented a Houston-based industrial tank cleaning business in connection with a $13 million refinance transaction with a senior commercial lender. Represented same company in a later $60 million majority recapitalization transaction with a St. Louis based private equity firm.

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Financial Institutions

Represented multiple senior lending institutions, with both national and regional presence, and borrowers, in asset based lending transactions and more traditional senior lending facilities ranging from hundreds of thousands to tens of millions of dollars.

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Manufacturing and Distribution

Represented a regional industrial tunneling company in sale of that business to a financial purchaser.

Telecommunications

Ongoing representation of a computer network management and consulting and telecommunications company in connection with strategy to build a shared telecommunications superstructure for smaller rural telecommunications companies to compete with the majors in delivering 4G wireless telecommunications services to customers.

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Energy – Oil & Gas

Represented a Texas-based mezzanine financing fund in the corporate restructuring of its portfolio company which included amended senior and subordinated debt facilities and the purchase and financing of mobile servicing oil rigs.

Represented a traffic systems company in connection with a $55 million syndicated credit facility.

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Energy – Oil & Gas

Technology

Represented oil and gas technology company in its recapitalization with existing investors.

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Construction

Represented a Houston-based general contractor in capital formation and senior debt facilities.

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Energy – Oil & Gas

Represented a diesel fuel blending and distribution terminal and related truck transportation operation in the restructure of outstanding indebtedness and equity ownership interests.

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Food Processing and Distribution

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Private equity / Venture capital

Represented the minority owners and operators of a multi-location fast casual food franchise in the transfer of majority ownership from one private equity owner to another private equity owner and the restructure of operating lines of credit.

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Financial Institutions

Represented the owners of a horizontal boring business in partial recapitalization and debt restructure.

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Energy – Power

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Manufacturing and Distribution

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Private equity / Venture capital

Represented a manufacturer of waste water processing equipment and developer of facilities to convert municipal waste water biosolids into a renewable energy source in the private placement of debt and equity securities.

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Healthcare

Represented regional sponsor and developer of free standing emergency departments in connection with a consolidating restructure transaction in anticipation of a sale of the consolidated enterprise.

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Manufacturing and Distribution

Represented manufacturer of light poles and standards in secured line of credit to finance acquisition of outstanding ownership interests.

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Financial Institutions

Represented a national retailer in connection with a $280 million credit facility secured by borrower-owned locations.

Represented the borrower in a $38,000,000 senior term loan and a revolving loan not to exceed $7,000,000 to a company that provides products relating to the exploration and refining of oil, including traveling blocks, rotary tables, swivel joints and pressure gauges.

Represented the borrower in a senior loan comprised of an $11,300,000 term loan and a revolving loan not to exceed $2,000,000 as well as a subordinated non-revolving $5,000,000 loan by a national veterinary medical service provider.

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.