Representative Matters

Represented surgeons leasing space in new Class A medical office building.

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

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 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.

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

Represented a national retailer in connection with a $280 million credit facility secured by borrower-owned locations.

Represented a world leader in premium insulation coatings against a former distributor based on claims for breach of a written distributor agreement, as well as claims for breach of oral agreements or, alternatively, quasi-contractual claims such as promissory estoppel and unjust enrichment. Following written discovery and depositions of the named parties, certain third-parties, and experts, both parties moved for summary judgment we moved on all of plaintiff’s claims and plaintiff moved solely on liability for its contractual claims. With the summary judgment motions pending, the matter settled on confidential terms.

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

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

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.

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.

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

Obtained judgment of more than $9 million on behalf of entrepreneurs related to the sale of their valve company to a New York-based private equity firm. After the sale, the buyer asserted indemnification claims against the entrepreneurs based on pre-sale representations allegedly made by the entrepreneurs. In doing so, the buyer sought to avoid paying the bulk of the purchase price for the entrepreneurs company. 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.

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.

Represented a development company and successfully obtained a summary judgment on liability and an award of specific performance related to the breach of a real estate contract.

Represented executive and equipment manufacturer in multi-day injunction trial in state court lawsuit asserting claims for for breach of non-compete agreement and misappropriation of trade secrets.