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Lawrence E. Wilson

Shareholder, Corporate M&A Group

Contact information

T 832.615.4236 F 713.552.1758 lwilson@boyarmiller.com

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About

Larry Wilson is a Shareholder in BoyarMiller’s Business Group, where his practice consists of representing public and private businesses in acquisitions, divestitures, organizational restructuring, corporate finance and general corporate matters.

Larry began his legal career as a law clerk in the corporate legal department of Browning Ferris Industries. Following BFI, he was a staff attorney with the international offshore drilling firm of Atwood Oceanics, Inc. In 1979 he was tapped to start the legal department of Stewart & Stevenson Services, a newly public manufacturer and distributor of industrial, oilfield, military and power generation equipment, where he remained to oversee all legal aspects of the company as it grew from $300 million to over $1 billion in revenue. He entered private practice in 2001 and focuses on providing client centric legal services to mid-market manufacturing, distribution and service providers in a variety of industries.

His representative transactions include day to day corporate and commercial counseling – acting as an outside general counsel to various businesses – to complex mergers and acquisitions, initial capitalization and growth financing, and restructuring transactions. Recent matters include representing the owners of a utility construction and maintenance company in a sale to a public company, representing the owners of a scaffolding manufacturing company in a sale to a private equity controlled buyer, and representing a public VoIP communications aggregator in the acquisition of multiple local communication service providers.

Areas of Focus

Mergers & acquisitions
Corporate restructuring
Securities and capital markets
Corporate finance
General corporate

Education

JD, University of Houston (Order of the Barons)
BBA, Texas Tech University (Presidential Scholar)

Awards & Recognitions

Martindale-Hubbell AV® Preeminent™ Peer Review Rating

Affiliations & Community

Affiliations

Community

SOBR (Service Organization Benefitting Recovery), Founder and former Board Member
Passages for Women, former Board Member

Representative Matters

All matters

All matters
financial institutions
private equity venture capital
energy oil gas
manufacturing and distribution
international
real estate
food processing and distribution
energy power
healthcare
telecommunications
logistics
transit
insurance agencies
construction

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.

Financial Institutions

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.

Private equity / Venture capital

Represented an integrated supplier of downhole completion tools and services in the acquisition of a group of related precision machining businesses.

Energy – Oil & Gas

Manufacturing and Distribution

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.

Manufacturing and Distribution

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.

Energy – Oil & Gas

Manufacturing and Distribution

Restructure of buy/sell provisions and deadlock provisions for a jointly owned midstream valve manufacturing and distribution company.

Manufacturing and Distribution

Represented foreign investors in the acquisition of a distributor of drilling and completion fluids with operations in Texas, Louisiana, Oklahoma, Pennsylvania and West Virginia.

Energy – Oil & Gas

International

Manufacturing and Distribution

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.

International

Private equity / Venture capital

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.

Private equity / Venture capital

Real estate

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.

Financial Institutions

Manufacturing and Distribution

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.

Manufacturing and Distribution

Private equity / Venture capital

Restructure of subchapter S corporations and separation of operating assets from real property assets of a cut to length and steel processing business in anticipation of going to market with the sale of the operating business.

Manufacturing and Distribution

Real estate

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.

Energy – Oil & Gas

Manufacturing and Distribution

Represented a diesel fuel blending and distribution terminal and related truck transportation operation in the restructure of outstanding indebtedness and equity ownership interests.

Energy – Oil & Gas

Represented 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.

Food Processing and Distribution

Private equity / Venture capital

Represented the owners of a horizontal boring business in partial recapitalization and debt restructure.

Financial Institutions

Represented a manufacturer of waste water processing equipment and developer of facilities to convert municipal waste water biosolids into a renewable energy source in the private placement of debt and equity securities.

Energy – Power

Manufacturing and Distribution

Private equity / Venture capital

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.

Financial Institutions

Represented manufacturer of light poles and standards in secured line of credit to finance acquisition of outstanding ownership interests.

Manufacturing and Distribution

Represented the minority owner and operator of free standing emergency centers in the sale of the membership interests to a national hospital operating company.

Healthcare

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

Telecommunications

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.

Logistics

Real estate

Represented an owner of a lighting poles and standards manufacturing business in the acquisition of outstanding partnership interests from the remaining owners.

Manufacturing and Distribution

Represented a private equity purchaser of a controlling interest in an oilfield trucking business located in California.

Logistics

Private equity / Venture capital

Transit

Expansion of a cloud-based voice, internet and unified communication services provider through multiple acquisitions of regional VoIP service providers, including negotiation and simultaneous closing of an amended credit agreement to provide financing for the transactions, negotiation of buyout and freeze out transactions relating to minority interests in subsidiaries and satisfaction of outstanding warrants, and utilization of representations and warranty insurance to mitigate post transaction risk and provide added security for loan.

Insurance Agencies

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.

Manufacturing and Distribution

Sale of a well stimulation equipment manufacturing business to a publicly-owned diversified manufacturer of oilfield equipment, including lease of environmentally impacted real estate.

Real estate

Acquisition of a cut-to-length and metal polishing business and the subsequent exercise of an option to acquire the related real property.

Real estate

Management representation in connection with the sale 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.

Energy – Oil & Gas

Management purchase of certain real estate and the outstanding equity interests in an injection molding and precision machining business from a private equity owner.

Real estate

Acquisition of outstanding minority interests in a proprietary pipe coating joint venture by the principal owner, including negotiation of access rights over adjacent real property and licensing agreements for proprietary technology.

Energy – Oil & Gas

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.

Construction

Purchase of a 430,000 barrel storage facility and terminal and approximately 220 acres of undeveloped real property for future development, including negotiation of a pollution indemnity, joint services agreement and agreement to provide transitional services.

Real estate

Acquisition of a manufacturer of a lighting poles and standards business in Ohio and purchase by the controlling owner of outstanding minority partnership interests, including negotiating and executing a credit agreement to fund the transactions.

Manufacturing and Distribution

Sale of a controlling interest in a company engaged in the business of construction and maintenance services for overhead and underground electrical distribution systems for utilities, regional co-ops, local municipalities and industrial customers, including a pre-sale “F” reorganization.

Construction

Sale of a controlling interest in a California-based business engaged in construction, repair, maintenance, installation and site preparation of electrical and energy infrastructure, including an “F” reorganization and domestication of the business in Delaware prior to closing.

Construction

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.

Food Processing and Distribution

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.

Sale of a majority interest in a business engaged in the design, manufacture, distribution of advanced controllers for recreational and commercial drones for cash and notes and collection of notes as a result of post-closing defaults by the purchaser.

Manufacturing and Distribution

Wind up and exit of Norwegian public company from the business of operating offshore seismic vessels, including advice regarding settlement of multiple employment contracts.

Energy – Oil & Gas

Sale of a controlling interest in a utility construction and maintenance business to a public company in exchange for cash, notes and stock, negotiation of multiple post-closing amendments relating to purchase price adjustments and extension of payment terms, and resolution of post-closing disputes relating to payment of notes and restrictions on and value of stock issued in the transaction.

Sale of a controlling interest in multiple related companies engaged in various aspects of manufacturing, importing and distribution scaffolding, staging and seating supplies and materials, including developing and implementing a tax strategy to mitigate historical tax obligations prior to the sale and pre-sale “F” reorganization of certain entities.

Manufacturing and Distribution