Representative Matters

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

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 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 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.

Represented a refinery service contractor in a multi-million dollar lawsuit involving claims arising out of the refinery’s refusal to pay for services and counterclaims by the refinery relating to alleged breaches of safety procedures. Within five months of filing lawsuit and shortly after the filing of a pre-discovery, summary judgment motion asserting immediate right to payment, the matter was successfully resolved.

Representation of a Texas-based 24-hour emergency medical care company in connection with a private equity investment by Austin Ventures and the development of joint ventures with non-profit hospital systems in San Antonio, Dallas Ft. Worth and Austin, Texas and Denver, Colorado for the development of 20+ micro-hospitals

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.

Represented lead investor in connection with the formation and capitalization of the company

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.

Lead outside counsel for real estate and private equity investments for a large single-family office

Represented Managed Pressure Operations, a developer of next generation technology for offshore managed pressure drilling systems for the oil and gas industry with subsidiaries in Houston, Singapore, Jakarta and Dubai, in the reorganization of its capital structure, including a $15 million capital infusion by a private equity group and its later acquisition by an affiliate of Aker Solutions.

Represented a large residential developer in the sale of approximately 45 acres for retail development at the intersection of Grand Parkway and Westpark Tollway.

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

Represented insurance agency in breach of fiduciary duty and misappropriation of trust funds state court lawsuit and related one-week arbitration proceeding before the American Arbitration Association in which over $10,000,000 in damages was in controversy.

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

Lead counsel in connection with the entity formation, capital formation and organization of multiple private equity fund-to-funds