Capital Formation & Private Placement

Represented a client that provides offshore mooring systems for the energy industry in the acquisition of the equity of a provider of anchoring and mooring solutions and its subsidiaries. The complex cross-border transaction involved the acquisition of assets located on and entities domiciled in at least twelve different countries and negotiations of definitive agreements with legal counsel in Norway.

Obtained summary judgment from Supreme Court of the State of New York, Commercial Division, and affirmed by New York Appellate Division, First Department. Representing sellers of a valve distribution company in claims brought by the buyer for alleged damages and claims for indemnification based on the terms of the parties’ Stock Purchase Agreement. Sellers filed counterclaims for the amounts owed under the Stock Purchase Claims, as well as for fraud against the private equity firm that purchased the company and its principals.

Represented a Texas-based company in its operation of emergency room facilities across the state, including the acquisition of the real estate, development of facilities, strategic corporate formation and joint venture transactions with national hospital systems.

Represented various U.K. and Norwegian entities in structuring and creating U.S. subsidiaries of foreign parent companies.

Represented a Houston-based entrepreneur in connection with the strategic restructure of personal investments in 60+ entities involving land development, retail, private equity, specialty finance, oil and gas, industrial and build-to-suit.

Represented Core International, LLC, a Houston-based manufacturer and supplier of highly engineered rubber components and supply chain solutions, and its shareholders in a majority recapitalization by Rock Hill Capital Group.

Advised a client with respect to the private offering rules and regulations for California, New York, New Jersey and Massachusetts.

Represented a Woodlands-based oilfield services company in negotiation of its $80 million syndicated credit facility with Comerica Bank.

Represented a West-Texas oilfield services provider operating throughout the Permian Basin in a $34 million majority recapitalization by a Houston-based private equity fund.

Represented a Texas-based provider of wireless analytics, mobile-device bill auditing and related software in its recapitalization by Huntsman Gay Global Capital.

Ongoing representation of a $25 million private equity fund, having as its primary investment focus investments in low budget film productions, in connection with the fund’s formation, capitalization and investments

Represented UK-based companies in connection with their global expansion into the United States and formation of US based subsidiaries

Represented a Houston-based specialty manufacturer of flood and wind protection products in connection with its recapitalization by a private equity firm.

Represented a Houston-based investment sponsor in connection with the structuring, formation and private placement of securities of a $100 million blind investment fund.

Represented a Houston-based real estate company in connection with formation and private placement of the securities of multiple special purpose entities for the purpose of acquiring and developing real estate projects domestically and internationally.

Represented a start-up environmental remediation company in connection with series of private placements to raise seed and follow on capital for operations and growth.

Represented a Texas-based fast casual restaurant chain in connection with structuring, formation and private placement of securities for expansion of chain in major cities in Texas.

Represented a local restaurateur in connection with private placement of securities for expansion of Mexican food bar and grill concept.

Represented a local restaurateur in connection with private placement of securities for construction of new restaurant to replace existing fine dining facility.

Represented a local food service entrepreneur in private placement of securities for development of manufactured cold coffee products pursuant to license from nationally recognized chef.

Represented a large residential development and home-building company and a combined local/foreign investment group in development of a 300-acre mixed-use business park in West Houston.

Represented office, multifamily, industrial, office/service, land development and hospitality borrowers in conventional financing and refinancing of properties in loan transactions ranging from under US $1 million to over US $50 million, including construction loans, interim or mini-perm financing and permanent loans.

Development of a strategic and capital plan for a restaurant company based in Texas for expansion from four to 23 stores within four years.

Development of a capital strategy for start up environmental services company doing business in the U.S. and Eastern Europe.

Development of a strategic and capital plan for Houston-based real estate investment firm to raise $100 million of acquisition equity capital from four opportunity funds.

Represented a Houston-based services company in connection with a $28 million majority recapitalization with a private equity firm

Represented individual private investors in a purchase of stock of a real property appraisal company.

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 Houston-based real estate development company in formation and capitalization of three investment funds having raised in excess of $25 million though private offerings under Regulation D of the Securities Act of 1933.

Represented a $25 million private equity fund, having as its primary investment focus investments in low budget film productions, in connection with the fund’s formation, capitalization and investments.

Ongoing representation of local real estate entrepreneurs in formation and capitalization of $30 million pooled investment fund to acquire distressed income producing real properties.

Represented a start-up hydrocarbon remediation company in connection with its formation, capitalization and international legal structuring for the purpose of international commercialization of new remediation technology.

Represented a water desalination development company in the reorganization of its corporate structure, including a $250 million capital infusion by international equity investors.

Represented a Houston-based company in connection with private equity investments for the production of a nationally televised PBS television series.

Represented an enhanced oil recovery technology company in connection with private equity investments and capital formation.

Represented a commercial retail developer in formation and capitalization of multiple joint ventures.

Represented private company seeking to raise $4 million to invest in luxury resort projects.

Represented a Houston-based software developer in capital formation and general contract negotiations.

Served as lead counsel to a direct-to-the-installer automotive parts supplier in the recapitalization and sale of 80% of its interest to a Japanese global conglomerate. The total transaction value was $180 million.

Representation of a memory care facility in connection with its initial organization and round one capital.

Representation of a revenue cycle management company in its initial organization and ongoing corporate needs.

Representation of a medical group in connection with the organization and capitalization of an entity for physicians to invest proceeds and negotiation of a subsequent joint venture with a major hospital system to open and operate a new freestanding emergency and urgent care facility.

Representation of an oil and gas related company in connection with its capital raise through a private placement under Regulation D of the Securities Act of 1933.

Represented a Houston-based investment company in formation and capitalization of a fund having raised in excess of $3 million through a private offering under Regulation D of the Securities Act of 1933.

Ongoing representation of start-up technology company in connection with its formation and capitalization of $32million for the purpose of developing an online platform for same day delivery industry.

Representation of local real estate entrepreneurs in formation and capitalization of $13 million pooled investment fund to acquire income producing real properties.

Represented a Houston-based technology company in connection with a majority recapitalization with a private equity firm.

Represented local real estate entrepreneurs in the formation and capitalization of an investment fund through private offerings under Regulation D of the Securities Act of 1933 to acquire income producing retail centers developments.

Development of a capital strategy for start up environmental services company doing business in the U.S. and Eastern Europe.

Development of a strategic and capital plan for Houston-based real estate investment firm to raise $100 million of acquisition equity capital from four opportunity funds.

Represented a Houston-based services company in connection with a $28 million majority recapitalization with a private equity firm

Represented individual private investors in a purchase of stock of a real property appraisal company.

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 Houston-based real estate development company in formation and capitalization of three investment funds having raised in excess of $25 million though private offerings under Regulation D of the Securities Act of 1933.

Represented a $25 million private equity fund, having as its primary investment focus investments in low budget film productions, in connection with the fund’s formation, capitalization and investments.

Ongoing representation of local real estate entrepreneurs in formation and capitalization of $30 million pooled investment fund to acquire distressed income producing real properties.

Represented a start-up hydrocarbon remediation company in connection with its formation, capitalization and international legal structuring for the purpose of international commercialization of new remediation technology.

Represented a water desalination development company in the reorganization of its corporate structure, including a $250 million capital infusion by international equity investors.

Represented a Houston-based company in connection with private equity investments for the production of a nationally televised PBS television series.

Represented an enhanced oil recovery technology company in connection with private equity investments and capital formation.

Represented a commercial retail developer in formation and capitalization of multiple joint ventures.

Represented private company seeking to raise $4 million to invest in luxury resort projects.

Represented a Houston-based software developer in capital formation and general contract negotiations.

Served as lead counsel to a direct-to-the-installer automotive parts supplier in the recapitalization and sale of 80% of its interest to a Japanese global conglomerate. The total transaction value was $180 million.

Representation of a memory care facility in connection with its initial organization and round one capital.

Representation of a revenue cycle management company in its initial organization and ongoing corporate needs.

Representation of a medical group in connection with the organization and capitalization of an entity for physicians to invest proceeds and negotiation of a subsequent joint venture with a major hospital system to open and operate a new freestanding emergency and urgent care facility.

Representation of an oil and gas related company in connection with its capital raise through a private placement under Regulation D of the Securities Act of 1933.

Represented a Houston-based investment company in formation and capitalization of a fund having raised in excess of $3 million through a private offering under Regulation D of the Securities Act of 1933.

Ongoing representation of start-up technology company in connection with its formation and capitalization of $32million for the purpose of developing an online platform for same day delivery industry.

Representation of local real estate entrepreneurs in formation and capitalization of $13 million pooled investment fund to acquire income producing real properties.

Represented a Houston-based technology company in connection with a majority recapitalization with a private equity firm.