Representative Matters

Represented a major oil and gas company in a breach of joint venture claim. The joint venture related to a fractionation facility and the joint venture partner’s failure to properly allocate funds. Two days after the opposing side answered the lawsuit filed on behalf of the client a settlement was reached which gave the client 100% of the relief requested in the petition.

Prepared and revised proprietary forms for clients for the leasing and acquisition of real property, as well as construction and construction-related services.

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

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

Representation of the minority owners and operators of a multi-location fast casual food franchise in the transfer of majority ownership from one private equity owner to another private equity owner and the restructure of operating lines of credit.

Represented several individuals in the negotiation of fractional ownership and “jet-card” agreements

Reorganization and sale of six related entities engaged in the manufacture, importation, distribution and sale of scaffolding, seating and shoring equipment and supplies and environmental services, including loss mitigation of legacy tax obligations and compliance issues.

Represented a building materials supplier in a multi-week arbitration trial before the American Arbitration Association involving claims for breach of contract, fraud, and DTPA in which over $10,000,000 in damages was in controversy.

Led buyer in an acquisition of one of its largest competitors in the cloud-based voice, internet and unified communication services space. Negotiated and simultaneously closed an amended credit agreement to provide financing for the transaction. Utilized and negotiated representations and warranty insurance policy to mitigate post transaction risk and provide added security for loan.

Lead counsel for Blackline Partner in connection with the formation of a joint venture with Artemis Real Estate to develop the Blackline Cold Storage facility

Represented developer in connection with construction, development, ground leasing, leasing and management of medical office buildings.

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.

Private placement of debt and equity securities to provide growth capital for a manufacturer of waste water processing equipment and developer of waste to energy processing facilities.

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 private company in connection with a merger into and stock exchange with a publicly traded company.

Restructure of buy/sell provisions and deadlock provisions for a jointly owned Technology development company.