Mergers & Acquisitions Representative Matters
- Represented a minority owner of a food processing business in connection with the sale of that ownership interest to another owner of the business.
- 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.
- Represented the owners of Kingsley Constructors, Inc. (“Kingsley”) in the sale of all of the stock of Kingsley to MasTec.
- Assisted national wholesaler of products and services for the multi-family apartment industry acquire a San Diego based company for $7.5 million.
- 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.
- Assisted with the corporate reorganization of a billion dollar enterprise, including the amended and restated of over 180 limited partnership agreements and limited liability company agreements.
- 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.
- 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.
- 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 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 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.
- 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 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 private Measurement-While-Drilling company in a $197,500,000 merger with a public special purpose acquisition company.
- Represented a private core pressure analysis company in a $65,000,000 sale to a subsidiary of a public energy services company.
- Represented a private company in connection with the acquisition of a Michigan and Oregon cell tower portfolio (28 towers) from a subsidiary of a Fortune 50 telecom company.
- Represented a specialty drill bit manufacturing company in a $37,000,000 merger transaction.
- Represented a U.S. subsidiary of a publicly-held Danish company in connection with a $768,000,000 acquisition of a Swedish manufacturing company.
- Represented a portfolio company of a Norwegian private equity fund in a $10,000,000 acquisition of a private UK video technology company.
- Ongoing representation of a Chinese based company in connection with its international expansion strategy for export of agricultural related products (including capital raises and restructure transaction in anticipation of capital raises).
- 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 a Houston-based entrepreneur in connection with the strategic restructure of personal investments in over 60 entities involving land development, retail, private equity, specialty finance, oil and gas, industrial and build-to-suit.
- Represented oil and gas firm in the acquisition of several related oil and gas related technology businesses.
- Represented Integra Realty Resources – Houston and IRR-OC (real estate appraisal and services companies) in the sale of their businesses to Jones Lang LaSalle (JLL).
- Represented a private equity purchaser of a controlling interest in an oilfield trucking business located in California.
- Represented an owner of a lighting poles and standards manufacturing business in the acquisition of outstanding partnership interests from the remaining owners.
- Represented the owner and operator of bulk storage facilities in the acquisition of a 430,000 barrel storage facility and terminal and the acquisition of approximately 220 acres of undeveloped real property for future development.
- Represented a provider of VoIP voice and data services in the merger with a value added retailer of VoIP services in another market.
- Represented the minority owner and operator of free standing emergency centers in the sale of the membership interests to a national hospital operating company.
- Represented Integra Realty Resources – Houston (a real estate appraisal and services company) in the sale of its business to Jones Lang LaSalle (JLL).
- 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.
- 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.
- Representation of a Houston-based veterinary practice in its sale.
- Represented 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.
- Represented the founders of a privately owned mortgage origination and servicing business in the exercise of an option to sell a portion of their remaining interest in the company after a majority interest was acquired by an independent investor.
- Represented 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.
- Represented the buyers of a controlling interest in a privately owned manufacturer and distributor of high pressure valves and manifolds.
- Represented foreign investors in the acquisition of a distributor of drilling and completion fluids with operations in Texas, Louisiana, Oklahoma, Pennsylvania and West Virginia.
- Represented the owner of an oilfield motor and control center manufacturer and service center to private equity controlled integrated component manufacturer and industrial services company.
- Represented an integrated supplier of downhole completion tools and services in the acquisition of a group of related precision machining businesses.
- Represented the founder and owner of a residential home engineering and inspection service company in the sale of a controlling interest to a private equity controlled entity.
- Represented 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.
- Represented management in the acquisition of a certain real estate and the outstanding equity interests in an injection molding and precision machining business from a private equity owner.
- Represented the purchasers of a manufacturer and distributor of DOT qualified lighting, sign and utility poles and ornamental and decorative light poles and flagpoles with operations in the United States and Canada from private equity sellers.
- 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 the owner and operator of stainless steel and non-ferrous metals processing company in the acquisition of a cut-to-length and metal polishing business and the subsequent exercise of an option to acquire the related real property.
- Represented the owner of a well stimulation equipment manufacturing business to a publicly-owned diversified manufacturer of oilfield equipment, including lease of environmentally impacted real estate.
- Represented local entrepreneur in the acquisition of an online, investigative and rumor-based publication in the financial sector.
- Represented shareholder in buyout of remaining shareholder in the commercial paving industry.
- Represented a Houston-based engineering and construction firm in the purchase of a welding and specialty machining business serving the oil and gas industry.
- Represented a direct-to-the-installer automotive parts supplier in the recapitalization and sale of 80% of its interest to a Japanese global conglomerate. The total transaction value was $180 million.
- Represented the owner of a Houston-based industrial pump services company in connection with the sale of all of the capital stock of the company to a Chicago-based private equity firm.
- Represented a Texas-based IT services and support company in connection with the divestiture of company assets to a global provider of IT business solutions.
- Represented a Houston-based restauranteur in the strategic acquisition of a café and bakery concept.
- Represented the portfolio company of a national private equity fund in the strategic acquisition of several manufacturers of drilling tools and perforation equipment.
- Represented a Midland, Texas-based company in the sale of their minority interest in an international pipeline composite liner manufacturer.
- Represented a private company in its acquisition of an oil and gas services company.
- Represented United Kingdom-based private equity group in its acquisition of substantially all of the assets of a Houston-based oil and gas services company.
- Represented parts distributor in the sale of substantially all of its assets.
- Represented accounting firm in its divestment and acquisition of several businesses.
- Represented a nonprofit hospital system in the sale of two multi-building hospital facilities and related medical office buildings in the Rio Grande Valley.
- Represented Kanaly Trust in the sale of the company to private equity firm Lovell Minnick Partners.
- Represented a Houston-based real estate acquisition and development company in connection with a retail development in Bellaire, Texas.
- Represented a Houston-based private equity fund in the acquisition of an independent coil and air handler manufacturer.
- Represented a Woodlands-based company in the acquisition of an oilfield services company based in the South Texas Eagle Ford Shale Formation.
- Represented the purchaser in its purchase of all Jackson Hewitt locations throughout the Dallas, Texas and Knoxville, Tennessee markets.
- Represented a Houston-based supplier of industrial gas cylinders and welder’s supply materials in its sale to a NYSE-listed, global Fortune 300 company.
- Represented a Houston-based private equity fund in its $13.5 million purchase of a Louisiana-based supplier of dredging services.
- Represented various U.K. and Norwegian entities in structuring and creating U.S. subsidiaries of foreign parent companies, ranging from start-ups with few employees to new entities formed to acquire businesses in the U.S.
- Represented a Houston-based carpet and flooring provider in its purchase of an Oklahoma-based flooring business.
- Represented a Houston-based provider of deep- and shallow -water connector solutions to the subsea pipeline industry in its $42.5 million sale of to a subsidiary of a NYSE-listed oilfield services company.
- Represented an Arlington, Texas-based provider of industrial, medical and specialty gases, equipment and supplies in its sale to a portfolio company of CI Capital Partners.
- Represented a client in connection with an interstate reformation merger transaction.
- Advised a client in connection with its $1.2 million sale of its interest in a Texas investment holding company.
- Represented the buyer in its $6 million acquisition of a Nebraska distribution company.
- Represented the seller in a $38 million sale of a natural gas marketing company.
- Represented C&J Cladding LLC, a Houston-based leader in providing technical welding solutions and post weld heat treatment services to global oilfield equipment manufacturers, in connection with the sale of its business and assets to Ellwood Group Inc., a Pennsylvania-based manufacturer and supplier of high-quality, engineered, heavy metal products.
- Represented a national fiberglass products manufacturer in a variety of transactions, including the strategic acquisition of a Montana-based fiberglass products manufacturer and related acquisition financing and the later corporate reorganization and capital infusion by a private equity group.
- 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.
- 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.
- Represented foreign corporations in connection with their global expansion into the United States and start up of US based subsidiaries.
- Represented a local entrepreneur in acquisition of a computer network management and consulting company.
- Ongoing representation of a regional technology focused venture capital company in its acquisition and sale of interests in numerous portfolio companies.
- Represented a Houston-based medical transcription business in the sale of the business to a strategic purchaser located in Atlanta, Georgia.
- Represented a landfill gas construction and drilling company in the sale of the business to Aperion Capital, a New York based private equity fund.
- 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.
- Represented a Houston-area renal care and dialysis clinic in the sale of the company to a private equity purchaser.
- Represented a plastic films and converted packaging products company in the sale of the company to a private equity purchaser.
- Represented Leading Edge Turbine Technologies, Inc. and its shareholders in connection with the sale of its assets in January 2010 to Dresser-Rand Group Inc. for initial consideration of approximately $35 million. Leading Edge is headquartered in Houston, where it operates a service and repair facility for industrial gas turbines. The firm also assisted the shareholders in their employment contracts with Dresser-Rand.
- Represented the owners of a Houston, TX-based hydro excavation and industrial vacuuming services company in the sale of all the membership interests of the company for $29.2 million.
- Represented the shareholders of a Houston-based electronics manufacturing company in connection with its sale to a strategic purchaser.
- Represented the shareholders of an oil tool company in connection with the sale of their shares for approximately $22 million plus shares of stock in the acquiring company.
- Represented a UK-based client in their acquisition of an oil and gas service company in California.
- Acted as U.S. counsel for a UK-based client in connection with the acquisition of an international company supplying rental equipment to the oilfield.
- Represented Leading Edge Turbine Technologies, Inc. and its shareholders in connection with the sale of its assets in January 2010 to Dresser-Rand Group Inc. for initial consideration of approximately $35 million. Leading Edge is headquartered in Houston, where it operates a service and repair facility for industrial gas turbines. The firm also assisted the shareholders in their employment contracts with Dresser-Rand.
- Represented Insurance Alliance and its shareholders in connection with the sale of the company to Marsh & McLennan Agency LLC. At the time of the acquisition, which closed in November, 2009, Insurance Alliance was one of the largest independent insurance agencies in Texas. The firm also assisted the shareholders in connection with their employment and producer agreements with the company. BoyarMiller first represented Insurance Alliance in connection with its initial formation in 1992, as a consolidation of four leading Houston independent agencies, and worked with the company from the 1990s through the recent sale.
- Represented a United Kingdom-based company in connection with its acquisition of substantially all the assets of a Houston-based service and repair company for $26 million.
- Represented C&J Cladding LLC, a Houston-based leader in providing technical welding solutions and post weld heat treatment services to global oilfield equipment manufacturers, in connection with the sale of its business and assets to Ellwood Group Inc., a Pennsylvania-based manufacturer and supplier of high-quality, engineered, heavy metal products.
- Represented GEM Insurance Agencies, a 60 year old Houston-based insurance agency, in connection with the sale of the business to BancorpSouth Insurance Services, Inc., based out of Tupelo, Mississippi.
- Represented a Houston-based investor in purchase and disposition of five closed steel plant facilities from a large steel manufacturing company.
- Structured the consolidation of multiple entities organized in varying jurisdictions into a Delaware corporation for a company involved in providing traffic cameras and automated toll and traffic violation processing.
- Represented the owner of a carpet distribution and installation company in connection with sale of the company to a New York-based private equity firm for $22 million.
- Represented a large aviation services company and its predecessors from initial acquisition of the Eastern Airlines spare parts inventory through its IPO.
- Represented Freebirds World Burrito, a 19-unit fast casual restaurant chain, in connection with its sale to the Tavistock Group.
- Lead counsel for a borrower in connection with an $80 million credit facility with major New York bank for U.S. hotel and resort acquisitions.
- Represented an Odessa, Texas-based specialty tubular threading company in connection with its sale to NS Group, Inc. for $125 million.
- Represented a Texas-based fiberglass products manufacturer in the strategic acquisition of a Montana-based fiberglass products manufacturer, including representation regarding acquisition financing.
- Represented the owners of a Houston, TX-based hydro excavation and industrial vacuuming services company in the sale of all the membership interests of the company for $29.2 million.
- 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.
Business Group Contacts
Steve Kesten
- Shareholder, Business Group Chair
- 832.615.4246
- E-mail Steve
Gary W. Miller
- Founding Shareholder, Business Group
- 832.615.4218
- E-mail Gary
