Representative Matters

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 national chain of dollar stores in Harris County, Texas. Responsible for drafting ancillary documents, due diligence regarding the property and handling the closing.

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

Represented a title company in defense of a claim under the Fair Labor Standards Act. The plaintiffs were assistant escrow officers claiming unpaid overtime. The case was settled on favorable terms to the client after minimal discovery and briefing on key legal issues.

Won a bench trial for a manufacturing company against a national accountant placement agency. The client sued when it discovered that the controller it hired from the agency had a criminal record relating to theft by hot check. The agency refused to refund the placement fee. The verdict included a violation of the Texas Deceptive Trade Practices Act resulting in the client receiving a doubling of its damages and the recovery of attorney’s fees.

Restructure and capitalization of a direct to consumer supplier of beef, poultry and sea food using a combination of new equity and warrant supported debt.

Restructure of corporate documents and private placement of subordinated notes and warrants in connection with bridge financing for a manufacturer of access control equipment

Routinely represented a national bank in many aspects of creditor rights law, including the enforcement of loan documents and collection claims.

Codevelopment and operation of a powered generation facility by an industrial client and independent power producer using steam generated by emissions control equipment

Lead counsel in connection with the sale of the company’s refined products brokerage business to BCG 

Represented a $250 million private equity fund, having a primary investment focus of mezzanine debt investments, in connection with the fund’s formation, capitalization and investments

Represented a national distributor in a separation with a global equipment manufacturer, claiming over $1MM was owed to it by the distributor under various distributor agreements between the parties.

Representation of transportation authority on the drafting and negotiation of lease to local governmental corporation and related agreements of approximately 30 miles of rail-banked corridor for purposes of development of trail system.

Sale of a hazardous and non-hazardous chemicals and waste transportation business to a private equity controlled supply chain services company.

Sale of 85% of the equity in a professional employer, payroll processing and administrative services organization, including negotiation of deferred payment of a portion of the purchase price and an earnout based upon gross profits of the business. 

Represented developer/purchaser in acquisition of large acreage tract in Harris County and negotiation of water and sewer service contracts to provide for water production plant, wastewater treatment plant, and related facilities to serve development of the tract.