Mergers & Acquisitions

Represented Gibson, an employee-owned, top-100 U.S. insurance agency with offices in Arizona, Illinois, Indiana and Michigan, in connection with their acquisition of Brisk Advisors, based out of the Salt Lake City, Utah area.

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.

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.

Represented a mortgage company with the sale of a former owner’s equity interest to twenty different designees

Represented four insurance agencies in connection with the sale of its respective agency.

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.

Represented Managed Pressure Operations, a developer of next generation technology for offshore managed pressure drilling systems for the oil and gas industry with subsidiaries in Houston, Singapore, Jakarta and Dubai, in the reorganization of its capital structure, including a $15 million capital infusion by a private equity group and its later acquisition by an affiliate of Aker Solutions.

Represented a nonprofit hospital system in the sale of two multi-building hospital facilities and related medical office buildings in the Rio Grande Valley.

Represented Kanaly Trust in the sale of the company to private equity firm Lovell Minnick Partners.

Represented a client in connection with an interstate reformation merger transaction.

Represented an Arlington, Texas-based provider of industrial, medical and specialty gases, equipment and supplies in its sale to a portfolio company of CI Capital Partners.

Represented a Houston-based provider of deep- and shallow -water connector solutions to the subsea pipeline industry in its $42.5 million sale of to a subsidiary of a NYSE-listed oilfield services company.

Represented a Houston-based carpet and flooring provider in its purchase of an Oklahoma-based flooring business.

Represented various U.K. and Norwegian entities in structuring and creating U.S. subsidiaries of foreign parent companies, ranging from start-ups with few employees to new entities formed to acquire businesses in the U.S.

Represented a Houston-based private equity fund in its $13.5 million purchase of a Louisiana-based supplier of dredging services.

Represented a Houston-based supplier of industrial gas cylinders and welder’s supply materials in its sale to a NYSE-listed, global Fortune 300 company.

Represented the purchaser in its purchase of all Jackson Hewitt locations throughout the Dallas, Texas and Knoxville, Tennessee markets.

Represented a Woodlands-based company in the acquisition of an oilfield services company based in the South Texas Eagle Ford Shale Formation.

Represented a Houston-based private equity fund in the acquisition of an independent coil and air handler manufacturer.

Represented a Houston-based real estate acquisition and development company in connection with a retail development in Bellaire, Texas.

Represented the owners of a Houston, TX-based hydro excavation and industrial vacuuming services company in the sale of all the membership interests of the company for $29.2 million.

Represented a Houston-based hydraulic generator manufacturer in the sale of its equity interests to a private equity group for approximately $10 million, including equity interests in the acquiring company.

Represented the shareholders of a Houston-based international supply company to the oil and gas industry in connection with the sale of their shares to a New York-based private equity group for approximately $28 million, including equity interests in the acquiring company.

Represented a Texas-based fiberglass products manufacturer in the strategic acquisition of a Montana-based fiberglass products manufacturer, including representation regarding acquisition financing.

Represented an Odessa, Texas-based specialty tubular threading company in connection with its sale to NS Group, Inc. for $125 million.

Lead counsel for a borrower in connection with an $80 million credit facility with major New York bank for U.S. hotel and resort acquisitions.

Represented Freebirds World Burrito, a 19-unit fast casual restaurant chain, in connection with its sale to the Tavistock Group.

Represented a large aviation services company and its predecessors from initial acquisition of the Eastern Airlines spare parts inventory through its IPO.

Represented the owner of a carpet distribution and installation company in connection with sale of the company to a New York-based private equity firm for $22 million.

Structured the consolidation of multiple entities organized in varying jurisdictions into a Delaware corporation for a company involved in providing traffic cameras and automated toll and traffic violation processing.

Represented a Houston-based investor in purchase and disposition of five closed steel plant facilities from a large steel manufacturing company.

Represented GEM Insurance Agencies, a 60 year old Houston-based insurance agency, in connection with the sale of the business to BancorpSouth Insurance Services, Inc., based out of Tupelo, Mississippi.

Represented C&J Cladding LLC, a Houston-based leader in providing technical welding solutions and post weld heat treatment services to global oilfield equipment manufacturers, in connection with the sale of its business and assets to Ellwood Group Inc., a Pennsylvania-based manufacturer and supplier of high-quality, engineered, heavy metal products.

Represented a United Kingdom-based company in connection with its acquisition of substantially all the assets of a Houston-based service and repair company for $26 million.

Represented Insurance Alliance and its shareholders in connection with the sale of the company to Marsh & McLennan Agency LLC. At the time of the acquisition, which closed in November, 2009, Insurance Alliance was one of the largest independent insurance agencies in Texas.

Represented Leading Edge Turbine Technologies, Inc. and its shareholders in connection with the sale of its assets in January 2010 to Dresser-Rand Group Inc. for initial consideration of approximately $35 million. Leading Edge is headquartered in Houston, where it operates a service and repair facility for industrial gas turbines. The firm also assisted the shareholders in their employment contracts with Dresser-Rand.

Acted as U.S. counsel for a UK-based client in connection with the acquisition of an international company supplying rental equipment to the oilfield.

Represented a UK-based client in their acquisition of an oil and gas service company in California.

Represented the shareholders of an oil tool company in connection with the sale of their shares for approximately $22 million plus shares of stock in the acquiring company.

Represented the shareholders of a Houston-based electronics manufacturing company in connection with its sale to a strategic purchaser.

Represented a plastic films and converted packaging products company in the sale of the company to a private equity purchaser.

Represented a Houston-area renal care and dialysis clinic in the sale of the company to a private equity purchaser.

Represented a Houston-based de-watering company in connection with the sale of the business in a complex majority recapitalization transaction with a Houston based private equity firm.

Represented a landfill gas construction and drilling company in the sale of the business to Aperion Capital, a New York based private equity fund.

Represented a Houston-based medical transcription business in the sale of the business to a strategic purchaser located in Atlanta, Georgia.

Ongoing representation of a regional technology focused venture capital company in its acquisition and sale of interests in numerous portfolio companies.

Represented a local entrepreneur in acquisition of a computer network management and consulting company.

Represented foreign corporations in connection with their global expansion into the United States and start up of US based subsidiaries.

Represented a national fiberglass products manufacturer in a variety of transactions, including the strategic acquisition of a Montana-based fiberglass products manufacturer and related acquisition financing and the later corporate reorganization and capital infusion by a private equity group.

Represented the seller in a $38 million sale of a natural gas marketing company.

Advised a client in connection with its $1.2 million sale of its interest in a Texas investment holding company.

Represented the buyer in its $6 million acquisition of a Nebraska distribution company.

Represented accounting firm in its divestment and acquisition of several businesses.

Represented parts distributor in the sale of substantially all of its assets.

Represented United Kingdom-based private equity group in its acquisition of substantially all of the assets of a Houston-based oil and gas services company.

Represented a private company in its acquisition of an oil and gas services company.

Represented a Midland, Texas-based company in the sale of their minority interest in an international pipeline composite liner manufacturer.

Represented the portfolio company of a national private equity fund in the strategic acquisition of several manufacturers of drilling tools and perforation equipment.

Represented a Houston-based restauranteur in the strategic acquisition of a café and bakery concept.

Represented a Texas-based IT services and support company in connection with the divestiture of company assets to a global provider of IT business solutions.

Represented the owner of a Houston-based industrial pump services company in connection with the sale of all of the capital stock of the company to a Chicago-based private equity firm.

Represented 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.

Represented a Houston-based engineering and construction firm in the purchase of a welding and specialty machining business serving the oil and gas industry.

Represented shareholder in buyout of remaining shareholder in the commercial paving industry.

Represented local entrepreneur in the acquisition of an online, investigative and rumor-based publication in the financial sector.

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.

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.

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

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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.

Representation of a Houston-based veterinary practice in its sale.

Represented private equity backed company in the workforce third-party administrator and toxicology lab business as lead merger and acquisition counsel in multiple acquisitions in furtherance of their growth by acquisition strategy.

Represented Sandbox Enterprises, LLC (a proppant delivery solution product and services company) in its sale to U.S. Silica for a purchase price in excess of $230 million.

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

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

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

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.

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

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

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

Represented oil and gas firm in the acquisition of several related oil and gas related technology businesses.

Represented a foreign-based company in connection with its international expansion strategy for export of agricultural related products (including capital raises and restructure transaction in anticipation of capital raises).

Represented Integra Realty Resources – Houston and IRR-OC (real estate appraisal and services companies) in the sale of their businesses to Jones Lang LaSalle (JLL).

Represented a portfolio company of a Norwegian private equity fund in a $10,000,000 acquisition of a private UK video technology company.

Represented a U.S. subsidiary of a publicly-held Danish company in connection with a $768,000,000 acquisition of a Swedish manufacturing company.

Represented a specialty drill bit manufacturing company in a $37,000,000 merger transaction.

Represented a private company in connection with the acquisition of a Michigan and Oregon cell tower portfolio (28 towers) from a subsidiary of a Fortune 50 telecom company.

Represented a private core pressure analysis company in a $65,000,000 sale to a subsidiary of a public energy services company.

Represented a private Measurement-While-Drilling company in a $197,500,000 merger with a public special purpose acquisition company.

Represented a client in connection with a structuring investment entity and subsequent acquisition of oil and gas leases, covering 50,000 acres within Montana (Bakken Shale).

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 five (5) food franchise locations, with a purchase price of approximately $900,000. Drafted the asset purchase agreement and ancillary documents and served as the primary point of contact for the client.

Represented the buyer of the assets of a computer forensics business, including the review of due diligence materials, preparation of disclosure schedules and drafting and revision of ancillary documents.

Represented the seller of an orthodontic practice in Houston, Texas. Handled revisions to the asset purchase agreement, clearing of all encumbrances and drafting of disclosure schedules.

Represented the buyer of a local residential remodeling business. Responsible for the transaction from inception to close, including the drafting of all documents and negotiation with the seller.

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.

Assisted with the corporate reorganization of a billion dollar enterprise, including the amended and restated of over 180 limited partnership agreements and limited liability company agreements.

Represented Better Bags, Inc. (a distributor of plastic bags used in the supermarket industry) in the sale of substantially all of its assets to Hercules Poly, Inc.

Represented the owners of Kingsley Constructors, Inc. (“Kingsley”) in the sale of all of the stock of Kingsley to MasTec.

Represented a designer, developer and producer of antenna systems and radio frequency circuits in the sale of its capital stock to an Irish based technology company.

Represented a technology development company in a 3-part transaction, including the sale of specific intellectual property assets to a one buyer, distributing stock of an affiliate to its members and in the sale of all of the company’s remaining assets to a portfolio company of a private equity fund.

Represented the sale of all of the outstanding membership interests of the Company to a private equity fund and the rollover of a portion of the ownership in the Company held by management into the owner of the buyer, marking a successful exit by the Company’s private equity investor and a successful monetization by management of their 75% ownership interest of the Company

Represented a private equity backed oil-and-gas services company with a Brazilian subsidiary in the sale of its shares to an aggressive strategic acquirer of oil-and-gas service companies.

Represented a private accounting advisory firm in the sale of all of its assets to a leading global professional services firm, and subsequent employment of the principal owners as managing directors.

Represented a client in the purchase of the outstanding membership interests of an outdoor lighting company, including the negotiation of the bank financing of $23 million, amendment of the existing bank agreements, the design of a tax deferred structure to minimize current tax impact and allow a step up the basis in the companies’ assets and recovery of a portion of the purchase price through increased depreciation deductions

Represented a residential subdivision developer and homebuilder of the acquisition and development of raw land and developed lots in the Houston, Austin, San Antonio and Dallas/Fort Worth building markets to provide additional housing options to suburban communities.

Represented an oilfield service company as borrower/issuer in connection with the restructuring of their debt, including: payoff of the obligations of the Company to its senior creditor at a substantial discount; negotiation of three separate financings from three different sources, with the proceeds used to fund the payoff to the senior creditor; settlement of the obligations of the Company to its investment banker; preparation of a private placement memorandum and related documents with respect to the Series A and Series B Preferred Stock of the Company; and the sale of the Company’s subsidiary with the proceeds used toward the repayment of the senior creditor.

Represented a healthcare corporation in the sale of 15 micro hospitals to Saint Luke’s Health System in Kansas City and St. Vincent Hospital in Indianapolis, including sale of hospitals, negotiating assumption of $45 million of operating liabilities and $150 million of facility lease liabilities, and restructuring of over $80 million of debt.

Over the last three years, I have closed 12 asset or equity acquisition transactions representing a private equity backed drug and alcohol testing corporation in its aggressive acquisition strategy to quickly increase its overall market share of the workplace safety solution and third party administrator business in North America.

Represented a company engaged in the business of providing full truck load (FTL) and less than truck load (LTL) freight hauling in the acquisition of the LTL freight hauling assets and business of another national trucking and freight hauling business.

Represented an online learning management company in connection with the merger with a sales training software company.

Represented an oilfield service company in their acquisition of all the membership interests of another oilfield services provider in excess of $20 million.

Represented an insurance administration and enrollment services company in the sale of substantially all of its assets to a strategic buyer for a purchase price of approximately $26MM.

Represented purchaser in the purchase of the assets of a railcar cleaning and related services company.

Represented a healthcare entrepreneur in purchasing health food franchises.

Represented a private equity backed company in the workforce third-party administrator and toxicology lab business in multiple acquisitions in furtherance of their growth by acquisition strategy. Represented client in over 20 asset and equity acquisitions.

Represented a Houston-based engineering and construction firm in the purchase of a welding and specialty machining business serving the oil and gas industry.

Represented shareholder in buyout of remaining shareholder in the commercial paving industry.

Represented local entrepreneur in the acquisition of an online, investigative and rumor-based publication in the financial sector.

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.

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.

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

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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.

Representation of a Houston-based veterinary practice in its sale.

Represented private equity backed company in the workforce third-party administrator and toxicology lab business as lead merger and acquisition counsel in multiple acquisitions in furtherance of their growth by acquisition strategy.

Represented Sandbox Enterprises, LLC (a proppant delivery solution product and services company) in its sale to U.S. Silica for a purchase price in excess of $230 million.

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

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

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

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.

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

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

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

Represented oil and gas firm in the acquisition of several related oil and gas related technology businesses.

Represented a foreign-based company in connection with its international expansion strategy for export of agricultural related products (including capital raises and restructure transaction in anticipation of capital raises).

Represented Integra Realty Resources – Houston and IRR-OC (real estate appraisal and services companies) in the sale of their businesses to Jones Lang LaSalle (JLL).

Represented a portfolio company of a Norwegian private equity fund in a $10,000,000 acquisition of a private UK video technology company.

Represented a U.S. subsidiary of a publicly-held Danish company in connection with a $768,000,000 acquisition of a Swedish manufacturing company.

Represented a specialty drill bit manufacturing company in a $37,000,000 merger transaction.

Represented a private company in connection with the acquisition of a Michigan and Oregon cell tower portfolio (28 towers) from a subsidiary of a Fortune 50 telecom company.

Represented a private core pressure analysis company in a $65,000,000 sale to a subsidiary of a public energy services company.

Represented a private Measurement-While-Drilling company in a $197,500,000 merger with a public special purpose acquisition company.

Represented a client in connection with a structuring investment entity and subsequent acquisition of oil and gas leases, covering 50,000 acres within Montana (Bakken Shale).

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 five (5) food franchise locations, with a purchase price of approximately $900,000. Drafted the asset purchase agreement and ancillary documents and served as the primary point of contact for the client.

Represented the buyer of the assets of a computer forensics business, including the review of due diligence materials, preparation of disclosure schedules and drafting and revision of ancillary documents.

Represented the seller of an orthodontic practice in Houston, Texas. Handled revisions to the asset purchase agreement, clearing of all encumbrances and drafting of disclosure schedules.

Represented the buyer of a local residential remodeling business. Responsible for the transaction from inception to close, including the drafting of all documents and negotiation with the seller.

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.

Assisted with the corporate reorganization of a billion dollar enterprise, including the amended and restated of over 180 limited partnership agreements and limited liability company agreements.

Represented Better Bags, Inc. (a distributor of plastic bags used in the supermarket industry) in the sale of substantially all of its assets to Hercules Poly, Inc.

Represented the owners of Kingsley Constructors, Inc. (“Kingsley”) in the sale of all of the stock of Kingsley to MasTec.

Represented a designer, developer and producer of antenna systems and radio frequency circuits in the sale of its capital stock to an Irish based technology company.

Represented a technology development company in a 3-part transaction, including the sale of specific intellectual property assets to a one buyer, distributing stock of an affiliate to its members and in the sale of all of the company’s remaining assets to a portfolio company of a private equity fund.

Represented the sale of all of the outstanding membership interests of the Company to a private equity fund and the rollover of a portion of the ownership in the Company held by management into the owner of the buyer, marking a successful exit by the Company’s private equity investor and a successful monetization by management of their 75% ownership interest of the Company

Represented a private equity backed oil-and-gas services company with a Brazilian subsidiary in the sale of its shares to an aggressive strategic acquirer of oil-and-gas service companies.

Represented a private accounting advisory firm in the sale of all of its assets to a leading global professional services firm, and subsequent employment of the principal owners as managing directors.

Represented a client in the purchase of the outstanding membership interests of an outdoor lighting company, including the negotiation of the bank financing of $23 million, amendment of the existing bank agreements, the design of a tax deferred structure to minimize current tax impact and allow a step up the basis in the companies’ assets and recovery of a portion of the purchase price through increased depreciation deductions

Represented a residential subdivision developer and homebuilder of the acquisition and development of raw land and developed lots in the Houston, Austin, San Antonio and Dallas/Fort Worth building markets to provide additional housing options to suburban communities.

Represented an oilfield service company as borrower/issuer in connection with the restructuring of their debt, including: payoff of the obligations of the Company to its senior creditor at a substantial discount; negotiation of three separate financings from three different sources, with the proceeds used to fund the payoff to the senior creditor; settlement of the obligations of the Company to its investment banker; preparation of a private placement memorandum and related documents with respect to the Series A and Series B Preferred Stock of the Company; and the sale of the Company’s subsidiary with the proceeds used toward the repayment of the senior creditor.

Represented a healthcare corporation in the sale of 15 micro hospitals to Saint Luke’s Health System in Kansas City and St. Vincent Hospital in Indianapolis, including sale of hospitals, negotiating assumption of $45 million of operating liabilities and $150 million of facility lease liabilities, and restructuring of over $80 million of debt.

Over the last three years, I have closed 12 asset or equity acquisition transactions representing a private equity backed drug and alcohol testing corporation in its aggressive acquisition strategy to quickly increase its overall market share of the workplace safety solution and third party administrator business in North America.

Represented a company engaged in the business of providing full truck load (FTL) and less than truck load (LTL) freight hauling in the acquisition of the LTL freight hauling assets and business of another national trucking and freight hauling business.

Represented an online learning management company in connection with the merger with a sales training software company.

Represented an oilfield service company in their acquisition of all the membership interests of another oilfield services provider in excess of $20 million.

Represented an insurance administration and enrollment services company in the sale of substantially all of its assets to a strategic buyer for a purchase price of approximately $26MM.

Represented purchaser in the purchase of the assets of a railcar cleaning and related services company.

Represented a healthcare entrepreneur in purchasing health food franchises.

Represented a private equity backed company in the workforce third-party administrator and toxicology lab business in multiple acquisitions in furtherance of their growth by acquisition strategy. Represented client in over 20 asset and equity acquisitions.