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Mergers & Acquisitions
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Mergers & Acquisitions

An M&A law firm that closes the deal and brings entities together

Mergers and acquisitions and corporate restructuring represent a large part of the corporate finance world—and our practice. Our mergers and acquisitions law firm guides clients through the complexities of the deal with sound advice, creative solutions and an efficient business approach.

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Areas of Focus

  • Due diligence
  • Transaction financing
  • Transaction structure
  • Definitive agreements

Mergers & Acquisitions Representative Matters

Logistics

Logistics

Sale of a hazardous and non-hazardous chemicals and waste transportation business to a private equity controlled supply chain services company.

Logistics

Logistics

Sale of a hazardous and non-hazardous chemicals and waste transportation business to a private equity controlled supply chain services company.

Energy-Oil & Gas

Energy-Oil & Gas

Acquisition of the assets of a regional oil and gas collection and transportation system.

Energy-Oil & Gas

Energy-Oil & Gas

Acquisition of the assets of a regional oil and gas collection and transportation system.

Energy-Power

Energy-Power

Sale of a privately owned overhead and underground construction and maintenance services company to a private equity backed purchaser.

Energy-Power

Energy-Power

Sale of a privately owned overhead and underground construction and maintenance services company to a private equity backed purchaser.

Energy-Power

Energy-Power

Sale of a controlling interest in a utility construction and maintenance business to a public company in exchange for cash, notes and stock, negotiation of multiple post-closing amendments relating to purchase price adjustments and extension of payment terms, and resolution of post-closing disputes relating to payment of notes and restrictions on and value of stock issued in the transaction.

Manufacturing & Distribution

Manufacturing & Distribution

Reorganization and sale of six related entities engaged in the manufacture, importation, distribution and sale of scaffolding, seating and shoring equipment and supplies and environmental services, including loss mitigation of legacy tax obligations and compliance issues.

Manufacturing & Distribution

Manufacturing & Distribution

Reorganization and sale of six related entities engaged in the manufacture, importation, distribution and sale of scaffolding, seating and shoring equipment and supplies and environmental services, including loss mitigation of legacy tax obligations and compliance issues.

Energy-Oil & Gas

Energy-Oil & Gas

Sale of certain assets related to design, manufacture and sale of water treatment products and operation of water treatment services for the oil and gas industry.

Energy-Oil & Gas

Energy-Oil & Gas

Sale of certain assets related to design, manufacture and sale of water treatment products and operation of water treatment services for the oil and gas industry.

Insurance Agencies

Insurance Agencies

Sale of substantially all of the assets of a company engaged in the business of placing and servicing insurance products and related services

Manufacturing & Distribution

Manufacturing & Distribution

Sale of all of a business engaged in servicing and supplying the wholesale HVAC, welding supply and plumbing supply markets with bulk and cylinder gases and supplies for cash and notes.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of a minority owner in a coil steel jobber in connection with the sale of the minority interest to the majority interest ownerr

Insurance Agencies

Insurance Agencies

Sale of substantially all of the assets of a company engaged in the business of placing and servicing insurance products and related services

Manufacturing & Distribution

Manufacturing & 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.

Industrial Services

Industrial Services

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

Manufacturing & Distribution

Manufacturing & Distribution

Represented Better Bags, Inc. (a distributor of plastic bags used in the supermarket industry) in the sale of substantially all of its assets to Hercules Poly, Inc.

Industrial Services

Industrial Services

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.

Private Equity Fund

Private Equity Fund

Ongoing representation of Houston based private equity fund in connection with its investment in, among other companies, a pipe and tubing company, a specialized commercial HVAC company and a trucking fleet service company. Currently, represent each of such portfolio companies in various matters and transactions.

Industrial Services

Industrial Services

Represented a Houston-based de-watering company in connection with the sale of the business in a complex majority recapitalization transaction with a Houston based private equity firm.

Manufacturing & Distribution

Manufacturing & Distribution

Represented Sandbox Enterprises, LLC (a proppant delivery solution product and services company) in its sale to U.S. Silica for a purchase price in excess of $230 million.

Manufacturing & Distribution

Manufacturing & Distribution

Represented a Norwegian-based electric submersible pump designer and manufacturer in connection with a substantial investment in such company by a Houston based private equity firm for the expansion of the business into the United States.

Industrial Services

Industrial Services

Represented a landfill gas construction and drilling company in the sale of the business to Aperion Capital, a New York based private equity fund.

Healthcare

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.

Healthcare

Healthcare

Represented the minority owner and operator of free standing emergency centers in the sale of the membership interests to a national hospital operating company.

Healthcare

Healthcare

Represented a Houston-based medical transcription business in the sale of the business to a strategic purchaser located in Atlanta, Georgia

Industrial Services

Industrial Services

Served as lead merger and acquisition counsel for Disa Global Solutions, Inc., a third-party administrator providing safety and compliance solutions for all industries, from 2016 through 2022, at which time it was sold to a major private equity company out of Boston, Massachusetts.  Represented Disa in the closing of between 10-15 acquisition transactions a year.

Private Equity Fund

Private Equity Fund

Ongoing representation of a regional Technology focused venture capital company in its acquisition and sale of interests in numerous portfolio companies.

Private Equity Fund

Private Equity Fund

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

Real-Estate

Real Estate

Represented Integra Realty Resources Houston (a real estate appraisal and services company) in the sale of its business to Jones Lang LaSalle (JLL).

Real-Estate

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.

Real-Estate

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.

Represented local entrepreneur in the acquisition of an online, investigative and rumor-based publication in the financial sector.

Represented a financial services provider with formation of a hedge fund.

Represented a provider of VoIP voice and data services in the merger with a value-added retailer of VoIP services in another market.

Information Technology

Information Technology

Represented a designer, developer and producer of antenna systems and radio frequency circuits in the sale of its capital stock to an Irish based Technology company.

Information Technology

Information Technology

Represented a local entrepreneur in acquisition of a computer network management and consulting company.

Professional Services

Professional Services

Represented accounting firm in its divestment and acquisition of several businesses.

Industrial Services

Industrial Services

Represented shareholder in buyout of remaining shareholder in the commercial paving industry.

Private Equity Fund

Private Equity Fund

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

Manufacturing & Distribution

Manufacturing & Distribution

Represented a local company that designs, engineers and oversees the construction of hydrogen liquefaction plants in the sale of the company to a publicly traded company desiring to expand its presence in the industry. 

Manufacturing & Distribution

Manufacturing & Distribution

Representation of a buyer in the acquisition of a kayak and recreational supply business.

Communications

Communications

Representation of a fire protection equipment and services business in a complete reorganization of seven of its entities and in a large financing with an international bank.

Manufacturing & Distribution

Manufacturing & Distribution

Private placement of debt and equity securities to provide growth capital for a manufacturer of waste water processing equipment and developer of waste to energy processing facilities.

Software and Technology

Software and Technology

Restructure of buy/sell provisions and deadlock provisions for a jointly owned Technology development company.

Insurance Agencies

Insurance Agencies

Sale of 85% of the equity in a professional employer, payroll processing and administrative services organization. 

Manufacturing & Distribution

Manufacturing & Distribution

Representation of the founders and owners of a steel processing facility in the sale of substantially all of the assets of the business and lease of the related real property to a national steel distribution company.

Investments

Investments

Transfer of ownership interests in multiple related entities and jointly owned ventures relating to various lines of business in settlement of disputes between the business’s owners.

Insurance Agencies

Insurance Agencies

Represented a Texas-based insurance agency in a sale of its assets to an international brokerage.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of management in connection with the sale of an integrated manufacturer of oil field equipment, compressors and other engine driven equipment and distributor of diesel engines and spare parts to a strategic purchaser.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of management in connection with the sale of an integrated manufacturer of oil field equipment, compressors and other engine driven equipment and distributor of diesel engines and spare parts to a strategic purchaser.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of Management in the purchase of certain real estate and the outstanding equity interests in an injection molding and precision machining business from a private equity owner.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of Management in the purchase of certain real estate and the outstanding equity interests in an injection molding and precision machining business from a private equity owner.

Manufacturing & Distribution

Manufacturing & Distribution

Sale of all general partnership and limited partnership interest in an asphalt, aggregates and construction materials business, transfer of related real property to excluded entities and lease of related real property to a publicly owned purchaser, including negotiation of risk mitigation provisions relating to disputed liquidated damages of the company and other matters that were to be resolved after closing.

Manufacturing & Distribution

Manufacturing & Distribution

Sale of all general partnership and limited partnership interest in an asphalt, aggregates and construction materials business, transfer of related real property to excluded entities and lease of related real property to a publicly owned purchaser, including negotiation of risk mitigation provisions relating to disputed liquidated damages of the company and other matters that were to be resolved after closing.

Energy-Power

Energy-Power

Sale of a controlling interest in a company engaged in the business of construction and maintenance services for overhead and underground electrical distribution systems for utilities, regional co-ops, local municipalities and industrial customers, including a pre-sale “F” reorganization.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of foreign investors in the acquisition of outstanding minority interests in a proprietary pipe coating joint venture including negotiation of access rights over adjacent real property and licensing agreements for proprietary Technology.

Insurance Agencies

Insurance Agencies

Represented several Insurance Agencies in connection with their sale to both strategic and private equity buyers.

Logistics

Logistics

Represented a Texas-based trucking business in its sale to a national private equity firm as part of their initial platform acquisition.

Automotive

Automotive

Represented a collision repair business in its sale to a national private equity firm as part of their initial platform acquisition.

Construction

Construction

Represented an international scaffolding and staging supplier in its sale to a Dallas-based private equity firm.

Aviation

Aviation

Represented several individuals in the negotiation and financing of aircraft acquisitions.

Wireless

Wireless

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.

Communications

Communications

Expansion of a cloud-based voice, internet and unified communication services provider through multiple acquisitions of regional VoIP service providers, including negotiation and simultaneous closing of an amended credit agreement to provide financing for the transactions, negotiation of buyout and freeze out transactions relating to minority interests in subsidiaries and satisfaction of outstanding warrants, and utilization of representations and warranty insurance to mitigate post transaction risk and provide added security for loan.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of the owners of a chemical packaging and distribution business in the sale to a private equity controlled company, including negotiation and implementation of risk abatement for environmentally impacted real estate.

Manufacturing & Distribution

Manufacturing & Distribution

Sale of a well stimulation equipment manufacturing business to a publicly-owned diversified manufacturer of oilfield equipment, including lease of environmentally impacted real estate.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of foreign investors in the acquisition of outstanding minority interests in a proprietary pipe coating joint venture including negotiation of access rights over adjacent real property and licensing agreements for proprietary Technology.

Hospitality

Hospitality

Representation of 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.

Insurance Agencies

Insurance Agencies

Sale of 85% of the equity in a professional employer, payroll processing and administrative services organization, including negotiation of deferred payment of a portion of the purchase price and an earnout based upon gross profits of the business. 

Manufacturing & Distribution

Manufacturing & Distribution

Sale of a majority interest in a business engaged in the design, manufacture, distribution of advanced controllers for recreational and commercial drones for cash and notes and collection of notes as a result of post-closing defaults by the purchaser.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of the founder and owner of a steel processing facility in the sale of substantially all of the assets of the business and lease of the related real property to a national steel distribution company.

Energy-Power

Energy-Power

Sale of a controlling interest in a utility construction and maintenance business to a public company in exchange for cash, notes and stock, negotiation of multiple post-closing amendments relating to purchase price adjustments and extension of payment terms, and resolution of post-closing disputes relating to payment of notes and restrictions on and value of stock issued in the transaction.

Manufacturing & Distribution

Manufacturing & Distribution

Restructure and sale of a toll processing, cut to length and polishing business with locations in five states to a leading value-added industrial metals processor and distributor.

Manufacturing & Distribution

Manufacturing & Distribution

Sale of substantially all of the assets, inventory and real property of a used commercial vehicle business for cash and a secured promissory note.

Manufacturing & Distribution

Manufacturing & Distribution

Transfer of ownership interests in multiple related entities and and jointly owned insurance policies relating to a construction business in settlement of disputes between the business’s owners.

Real-Estate

Real Estate

Lead counsel in connection with the sale of the company to HD Supply, a subsidiary of Home Depot.

Wireless

Wireless

Lead counsel in connection with the acquisition of Amtel Partners and six add-on acquisitions of other T-Mobile dealers 

Wireless

Wireless

Lead counsel in connection with the acquisition of Connectivity Source Partners and ongoing representation of the combined entity, which is one of the largest T-Mobile dealers in the country

Wireless

Wireless

Lead outside counsel for largest AT&T dealer in the U.S., in connection with acquisitions and financing activities

Logistics

Logistics

Represented Blackline in connection with the acquisition of two propane storage terminals in Newington, New Hampshire and Providence, Rhode Island

Energy-Oil & Gas

Energy-Oil & Gas

Lead counsel in connection with the sale of the company’s refined products brokerage business to BCG 

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

Hospitality

Hospitality

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.

Hospitality

Hospitality

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.

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 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.

Manufacturing & Distribution

Manufacturing & Distribution

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.

Real-Estate

Real Estate

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.

Barge-Fleeting

Barge Fleeting

Represented the seller of barge fleeting, shifting and towing company in the sale of substantially all of its assets to a strategic buyer and represented an affiliate of the Seller in the sale of real property used in the business along the San Jacinto River.

Healthcare

Healthcare

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.

Energy-Oil & Gas

Energy-Oil & Gas

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.

Healthcare

Healthcare

Represented a nonprofit hospital system in the sale of two multi-building hospital facilities and related medical office buildings in the Rio Grande Valley.

Energy-Power

Energy-Power

Represented a Houston-based hydraulic generator manufacturer in the sale of its equity interests to a private equity group for approximately $10 million, including equity interests in the acquiring company.

Energy-Oil & Gas

Energy-Oil & Gas

Represented the shareholders of a Houston-based international supply company to the oil and gas industry in connection with the sale of their shares to a New York-based private equity group for approximately $28 million, including equity interests in the acquiring company.

Energy-Oil & Gas

Energy-Oil & Gas

Represented a private company in its acquisition of an oil and gas services company.

Energy-Oil & Gas

Energy-Oil & Gas

Represented a Midland, Texas-based company in the sale of their minority interest in an international pipeline composite liner manufacturer.

Energy-Oil & Gas

Energy-Oil & Gas

Represented the portfolio company of a national private equity fund in the strategic acquisition of several manufacturers of drilling tools and perforation equipment.

Hospitality

Hospitality

Represented a Houston-based restauranteur in the strategic acquisition of a café and bakery concept.

Healthcare

Healthcare

Represented a major regional health care system in the disposition of a 138-unit retirement and health care center.

Represented seller in negotiating an asset sale for $10 million.

Energy-Oil & Gas

Energy-Oil & Gas

Represented owners of two closely held corporations in companies’ stock sale for approximately $50 million.

Environmental & Waste Services

Environmental & Waste Services

Represented major commercial and residential waste collection business and its affiliates in a large scale divestiture in the sale of substantially all of its assets, including multiple properties throughout Central Texas

Environmental & Waste Services

Environmental & Waste Services

Represented affiliated seller entities in the sale of an industrial waste and environmental services business to a strategic buyer with rollover equity and other purchase price consideration in excess of $50 million through a series of complex transactions.

Manufacturing & Distribution

Manufacturing & Distribution

Represented affiliated seller entities in the sale of a fabrication and millwork business to a subsidiary of a publicly traded strategic buyer.

Wireless

Wireless

Represented the seller in the $13,500,000 acquisition of a business specializing in providing wireless broadband and internet services.

Hospitality

Hospitality

Represented the Seller in the $6.2M sale of a point-of-sale and other restaurant and entertainment technology service business to a strategic buyer.

Represented the private company in connection with a merger into and stock exchange with a publicly traded company.

Aviation

Aviation

Represented the purchaser of an Eclipse EA-500 jet aircraft for $850,000.

Energy-Oil & Gas

Energy-Oil & Gas

Represented the seller in the $50,000,000 acquisition of a business specializing in providing nitrogen gas and other related services to customers in the oil and gas industry.

Commercial-Services

Commercial Services

Represented a National Drug Testing & DOT transportation compliance company in an aggressive acquisition (30) strategy to quickly increase its overall market share of the workplace safety solution and third-party administrator business in North America.

Manufacturing & Distribution

Manufacturing & Distribution

Represented a Houston based design and architectural millwork company in the $25,000,000 sale of its operating assets to a publicly traded company

Environmental & Waste Services

Environmental & Waste Services

Represented a Texas based environmental and industrial waste services business in the $51,000,000 sale to a strategic private equity backed buyer, along with the negotiation of the post-closing rollover equity and founder compensation package.

Commercial-Services

Commercial Services

Represented Houston based commercial landscape service provider in the $15,000,000 equity sale to a private equity backed serial acquirer, along with the pre-closing Internal Revenue Code F-Reorganization of the Company

Hospitality

Hospitality

Logistics

Logistics

Represented a global business and luxury travel firm in connection with its $50,000,000 reorganization and preferred and common equity investment by a global travel management company, along with an amendment to the Company’s credit facility.

Energy-Oil & Gas

Energy-Oil & Gas

Represented the members of a business that developed innovative and proprietary offshore exploration technology in the divesture of the Company’s intellectual property to a supermajor oil company.

Manufacturing & Distribution

Manufacturing & Distribution

Represented national wholesaler of products and services for the multi-family apartment industry in it’s multi-year serial acquisition and expansion strategy, ultimately leading to the acquisition of the Company by a multi-national publicly traded company.

Environmental & Waste Services

Environmental & Waste Services

Represented the owners of a regional industrial recycling center in the sale of the Company to a strategic buyer.

Commercial-Services

Commercial Services

Manufacturing & Distribution

Manufacturing & Distribution

Represented one of the nation’s largest manufacturer’s representative firms serving the electrical industry in its strategic merger which resulted in a combined business that together employes more than 500 people.

Automotive

Automotive

Represented a collision repair business in its sale to a national private equity firm as part of their initial platform acquisition.

Construction

Construction

Represented an international scaffolding and staging supplier in its sale to a Dallas-based private equity firm.

Aviation

Aviation

Represented several individuals in the negotiation and financing of aircraft acquisitions.

Wireless

Wireless

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.

Communications

Communications

Expansion of a cloud-based voice, internet and unified communication services provider through multiple acquisitions of regional VoIP service providers, including negotiation and simultaneous closing of an amended credit agreement to provide financing for the transactions, negotiation of buyout and freeze out transactions relating to minority interests in subsidiaries and satisfaction of outstanding warrants, and utilization of representations and warranty insurance to mitigate post transaction risk and provide added security for loan.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of the owners of a chemical packaging and distribution business in the sale to a private equity controlled company, including negotiation and implementation of risk abatement for environmentally impacted real estate.

Manufacturing & Distribution

Manufacturing & Distribution

Sale of a well stimulation equipment manufacturing business to a publicly-owned diversified manufacturer of oilfield equipment, including lease of environmentally impacted real estate.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of foreign investors in the acquisition of outstanding minority interests in a proprietary pipe coating joint venture including negotiation of access rights over adjacent real property and licensing agreements for proprietary Technology.

Hospitality

Hospitality

Representation of 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.

Insurance Agencies

Insurance Agencies

Sale of 85% of the equity in a professional employer, payroll processing and administrative services organization, including negotiation of deferred payment of a portion of the purchase price and an earnout based upon gross profits of the business. 

Manufacturing & Distribution

Manufacturing & Distribution

Sale of a majority interest in a business engaged in the design, manufacture, distribution of advanced controllers for recreational and commercial drones for cash and notes and collection of notes as a result of post-closing defaults by the purchaser.

Manufacturing & Distribution

Manufacturing & Distribution

Representation of the founder and owner of a steel processing facility in the sale of substantially all of the assets of the business and lease of the related real property to a national steel distribution company.

Energy-Power

Energy-Power

Sale of a controlling interest in a utility construction and maintenance business to a public company in exchange for cash, notes and stock, negotiation of multiple post-closing amendments relating to purchase price adjustments and extension of payment terms, and resolution of post-closing disputes relating to payment of notes and restrictions on and value of stock issued in the transaction.

Manufacturing & Distribution

Manufacturing & Distribution

Restructure and sale of a toll processing, cut to length and polishing business with locations in five states to a leading value-added industrial metals processor and distributor.

Manufacturing & Distribution

Manufacturing & Distribution

Sale of substantially all of the assets, inventory and real property of a used commercial vehicle business for cash and a secured promissory note.

Manufacturing & Distribution

Manufacturing & Distribution

Transfer of ownership interests in multiple related entities and and jointly owned insurance policies relating to a construction business in settlement of disputes between the business’s owners.

Real-Estate

Real Estate

Lead counsel in connection with the sale of the company to HD Supply, a subsidiary of Home Depot.

Wireless

Wireless

Lead counsel in connection with the acquisition of Amtel Partners and six add-on acquisitions of other T-Mobile dealers 

Wireless

Wireless

Lead counsel in connection with the acquisition of Connectivity Source Partners and ongoing representation of the combined entity, which is one of the largest T-Mobile dealers in the country

Wireless

Wireless

Lead outside counsel for largest AT&T dealer in the U.S., in connection with acquisitions and financing activities

Logistics

Logistics

Represented Blackline in connection with the acquisition of two propane storage terminals in Newington, New Hampshire and Providence, Rhode Island

Energy-Oil & Gas

Energy-Oil & Gas

Lead counsel in connection with the sale of the company’s refined products brokerage business to BCG 

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

Hospitality

Hospitality

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.

Hospitality

Hospitality

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.

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 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.

Manufacturing & Distribution

Manufacturing & Distribution

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.

Real-Estate

Real Estate

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.

Barge-Fleeting

Barge Fleeting

Represented the seller of barge fleeting, shifting and towing company in the sale of substantially all of its assets to a strategic buyer and represented an affiliate of the Seller in the sale of real property used in the business along the San Jacinto River.

Healthcare

Healthcare

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.

Energy-Oil & Gas

Energy-Oil & Gas

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.

Healthcare

Healthcare

Represented a nonprofit hospital system in the sale of two multi-building hospital facilities and related medical office buildings in the Rio Grande Valley.

Energy-Power

Energy-Power

Represented a Houston-based hydraulic generator manufacturer in the sale of its equity interests to a private equity group for approximately $10 million, including equity interests in the acquiring company.

Energy-Oil & Gas

Energy-Oil & Gas

Represented the shareholders of a Houston-based international supply company to the oil and gas industry in connection with the sale of their shares to a New York-based private equity group for approximately $28 million, including equity interests in the acquiring company.

Energy-Oil & Gas

Energy-Oil & Gas

Represented a private company in its acquisition of an oil and gas services company.

Energy-Oil & Gas

Energy-Oil & Gas

Represented a Midland, Texas-based company in the sale of their minority interest in an international pipeline composite liner manufacturer.

Energy-Oil & Gas

Energy-Oil & Gas

Represented the portfolio company of a national private equity fund in the strategic acquisition of several manufacturers of drilling tools and perforation equipment.

Hospitality

Hospitality

Represented a Houston-based restauranteur in the strategic acquisition of a café and bakery concept.

Healthcare

Healthcare

Represented a major regional health care system in the disposition of a 138-unit retirement and health care center.

Represented seller in negotiating an asset sale for $10 million.

Energy-Oil & Gas

Energy-Oil & Gas

Represented owners of two closely held corporations in companies’ stock sale for approximately $50 million.

Environmental & Waste Services

Environmental & Waste Services

Represented major commercial and residential waste collection business and its affiliates in a large scale divestiture in the sale of substantially all of its assets, including multiple properties throughout Central Texas

Environmental & Waste Services

Environmental & Waste Services

Represented affiliated seller entities in the sale of an industrial waste and environmental services business to a strategic buyer with rollover equity and other purchase price consideration in excess of $50 million through a series of complex transactions.

Manufacturing & Distribution

Manufacturing & Distribution

Represented affiliated seller entities in the sale of a fabrication and millwork business to a subsidiary of a publicly traded strategic buyer.

Wireless

Wireless

Represented the seller in the $13,500,000 acquisition of a business specializing in providing wireless broadband and internet services.

Hospitality

Hospitality

Represented the Seller in the $6.2M sale of a point-of-sale and other restaurant and entertainment technology service business to a strategic buyer.

Represented the private company in connection with a merger into and stock exchange with a publicly traded company.

Aviation

Aviation

Represented the purchaser of an Eclipse EA-500 jet aircraft for $850,000.

Energy-Oil & Gas

Energy-Oil & Gas

Represented the seller in the $50,000,000 acquisition of a business specializing in providing nitrogen gas and other related services to customers in the oil and gas industry.

Commercial-Services

Commercial Services

Represented a National Drug Testing & DOT transportation compliance company in an aggressive acquisition (30) strategy to quickly increase its overall market share of the workplace safety solution and third-party administrator business in North America.

Manufacturing & Distribution

Manufacturing & Distribution

Represented a Houston based design and architectural millwork company in the $25,000,000 sale of its operating assets to a publicly traded company

Environmental & Waste Services

Environmental & Waste Services

Represented a Texas based environmental and industrial waste services business in the $51,000,000 sale to a strategic private equity backed buyer, along with the negotiation of the post-closing rollover equity and founder compensation package.

Commercial-Services

Commercial Services

Represented Houston based commercial landscape service provider in the $15,000,000 equity sale to a private equity backed serial acquirer, along with the pre-closing Internal Revenue Code F-Reorganization of the Company

Hospitality

Hospitality

Logistics

Logistics

Represented a global business and luxury travel firm in connection with its $50,000,000 reorganization and preferred and common equity investment by a global travel management company, along with an amendment to the Company’s credit facility.

Energy-Oil & Gas

Energy-Oil & Gas

Represented the members of a business that developed innovative and proprietary offshore exploration technology in the divesture of the Company’s intellectual property to a supermajor oil company.

Manufacturing & Distribution

Manufacturing & Distribution

Represented national wholesaler of products and services for the multi-family apartment industry in it’s multi-year serial acquisition and expansion strategy, ultimately leading to the acquisition of the Company by a multi-national publicly traded company.

Environmental & Waste Services

Environmental & Waste Services

Represented the owners of a regional industrial recycling center in the sale of the Company to a strategic buyer.

Commercial-Services

Commercial Services

Manufacturing & Distribution

Manufacturing & Distribution

Represented one of the nation’s largest manufacturer’s representative firms serving the electrical industry in its strategic merger which resulted in a combined business that together employes more than 500 people.

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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