Representative Matters

Representation of a developer and operator of multi-unit Alzheimer’s residential facilities

Represented developer/purchaser in acquisition of large acreage tract in Harris County and negotiation of water and sewer service contracts to provide for water production plant, wastewater treatment plant, and related facilities to serve development of the tract.

Represented a client in connection with a structuring investment entity and subsequent acquisition of oil and gas leases, covering 50,000 acres within Montana (Bakken Shale).

Represented a startup in the bio algae industry in a dispute with a member and former manager of the LLC. Both sides sough injunctive relief on behalf of the LLC, each claiming to independently control the company, and filed simultaneous lawsuits in federal court for patent infringement and securities violations. The parties reached a creative and favorable settlement agreement which involved the drafting of a new company agreement, consulting agreement, and other corporate documents to protect the interests of the company’s investors.

Purchase of a 430,000 barrel storage facility and terminal and approximately 220 acres of undeveloped real property for future development, including negotiation of a pollution indemnity, joint services agreement and agreement to provide transitional services.

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

Represented the shareholders of a Houston-based oilfield services company in a sale to a private equity firm for $30 million plus shares of stock in the acquiring company.

Represented the certain management participants in the sale by a private equity owner 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.

Represented an oilfield service company as borrower/issuer in connection with the restructuring of their debt, including: payoff of the obligations of the Company to its senior creditor at a substantial discount; negotiation of three separate financings from three different sources, with the proceeds used to fund the payoff to the senior creditor; settlement of the obligations of the Company to its investment banker; preparation of a private placement memorandum and related documents with respect to the Series A and Series B Preferred Stock of the Company; and the sale of the Company’s subsidiary with the proceeds used toward the repayment of the senior creditor.

Representation of a startup developer/operator of acute care micro-hospitals throughout the Midwest in connection with: •Initial organization •Two series of friends and family fundraising •The negotiation of several hospital system joint ventures •A private equity investment by a Dallas-based private equity firm •Bank credit facility •The formation of physician staffing company subsidiary •The formation of billing and collections subsidiary •Acquisition and development of real estate •Employment and HR matters

Represented a Houston-based investment partnership in its purchase of a machine and fabrication shop specializing in products for the oilfield services market.

Pursued claims on behalf of an Oklahoma-based company that sells and rents frac water transfer equipment. Two former employees solicited the company’s customers and used their resources to start a competing business while still employed by the company.

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.

Settled a fraud and RICO dispute on behalf of a small gas marketing company in a case brought by the majority owner of a gas trading company. Plaintiff originally sought in excess of $70 million in damages, alleging fraudulent gas trading and financial derivative transactions, but settled on very favorable terms for client prior to trial.

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

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