Representative Matters

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 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.

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.

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

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

Represented the City in acquisition of two properties in fee simple: (i) an approximately 7.62 acres tract and (ii) an approximately 195 acre tract, and in the acquisition of two conservation easements: (a) a 6.05 acre tract and (b) a 490 acre tract. The firm is currently representing the City in negotiating two additional conservation easements for a 90 acre property and a 201 acre property.

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

Represent private industrial developer in development of land for build-to-suit and spec industrial facilities and supportive retail and commercial space.

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.

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

Successfully defended both a no-evidence and a traditional motion for summary judgment moving to dismiss all claims filed by a mixed-use real estate developer against its former joint-venture partner.

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.

Obtained judgment of more than $9 million on behalf of entrepreneurs related to the sale of valve company to a New York-based private equity firm. After the sale, the buyer asserted indemnification claims against the entrepreneurs based on alleged pre-sale representations by which the buyer sought to avoid paying the bulk of the company purchase price. On competing summary judgment motions, the New York Supreme Court – Commercial Division rejected the buyer’s claims (including claims for fraud, breach of contract, indemnification, and set-off) and granted the entrepreneurs’ affirmative claims for breach of the various promissory notes at issue. The New York Court also awarded attorney’s fees to the entrepreneurs.

Defended two Conroe-area physicians against claims by their former employer. The former employer, a Conroe-area hospital, alleged the physicians breached a noncompetition and nonsolicitation agreement when they started their own family practice. The hospital also claimed the physicians breached fiduciary duties of loyalty by unfairly competing with the hospital. The trial court denied the hospital’s request for a temporary injunction, allowing the physicians to continue serving their patients and the Conroe area. The case settled soon after the denial of the temporary injunction.

Representing Houston-based real estate developer in Texas state court action involving claims for breach of contract and declaratory judgment related to a retail anchor-tenant’s breach of its lease and the resulting delay in funding and construction of a sizeable mixed-use commercial retail development.

Represented the purchaser of waterfront property adjacent to the Port of Texas City from a subsidiary of Dow Corning.