Ewing & Jones, PLLC

What We Do

Our team members have experience in many facets of business transactions and litigation that can be grouped into the following categories:

• Commercial Banking and Finance
• Energy
• Estate Planning and Probate
• Family Law
• Federal and International Taxation
• Financial Restructuring and Workouts
• General Business
• Healthcare Business Transactions
• Immigration Law
• International Law
• Litigation
• Mergers and Acquisitions
• Outsource General Counsel Support
• Real Estate
• Securities
• Sports Law

Commercial Banking and Finance

We assist banks and other clients in analyzing, structuring, negotiating and documenting commercial loans.  We strive to promptly resolve any issues regarding the optimal structure of the loan, and then to efficiently and accurately document the transaction in a manner which maximizes our client’s rights and remedies, and thereby the likelihood of repayment, while acting in the most cost effective manner prudent under the circumstances. We frequently represent banks in modifying and restructuring loans which are not performing well under their existing terms. 

We also represent clients raising money, in the form of debt or equity, with venture capitalists and other lenders and investors.

Typical Projects

• Establishment of working capital lines of credit and term loans.
• Asset-based lending involving inventory, equipment and accounts receivable financing.
• Real estate acquisition and construction lending.
• Leveraged buyout financing.
• Letter of credit facilities.
• Modification and restructuring of nonperforming loans.

Representative Transactions

• Representation of Bank in establishment of $30,000,000 line of credit, and associated letter of credit facilities, secured by all personal property assets of the Borrower, and a $2,000,000 construction loan to an affiliate.
• Representation of Bank in extension of $10,000,000 line of credit loan, $12,000,000 equipment term loan, and $4,000,000 term loan, secured by all personal property assets of the Borrower.
• Representation of Bank in establishment of $8,000,000 line of credit, $2,250,000 reducing revolving line of credit, $3,158,000 real estate secured note, and $1,500,000 term loan, and in negotiation of subordination of $5,000,000 of subordinated debt with mezzanine lender. Collateral for the loan included accounts, inventory, equipment, real estate, aircraft and subsidiary promissory notes.
• Representation of Borrower with respect to $90,000,000 revolving line of credit facility obtained for working capital and to pursue corporate acquisitions.
• Representation of Borrower in establishment of $20,000,000 revolving line of credit and associated letter of credit facilities, secured by all assets of the Borrowers and Guarantors, and the equity interests of the owners of the Borrowers.
• Representation of Banks receiving participations in loans ranging from $50,000,000 to $75,000,000.
• Representation of Bank in establishment of revolving line of credit loans to affiliate borrowers in an aggregate amount in excess of $22,000,000, secured by the note repurchase obligation of the ultimate parent.
• Representation of Bank in establishment of $14,000,000 revolving line of credit facility, and associated letter of credit facility, including negotiation of landlord waivers with landlords of locations in six states.
• Representation of Bank in establishing $12,000,000 line of credit loan, associated letter of credit facility, and subordination of shareholder loans.
• Representation of Bank in $7,990,000 construction loan for 126,000 square foot warehouse and office facility.

Energy

Our Energy practice represents clients in all aspects of upstream, midstream and downstream energy production and procurement. Our clients include businesses and individuals who engage in exploration and production, processing, gathering and transmission as well as transporters, wholesalers, retailers, lessors and end users and providers of equipment, services, software and technology. In addition, we represent energy traders and brokers, as well as private equity funds formed to invest and acquire energy businesses and assets.

Typical Projects

• Structuring, negotiating and documenting Operating Agreements, Farm-Out Agreements, NAESB Agreements, Sales Agreements and Daywork or Turnkey Drilling Agreements.
• Purchase and sale of reserves, producing properties, pipelines, saltwater disposal wells, and gathering and transmission stations.
• Debt and equity financing.
• Mergers and asset and stock acquisitions of energy companies.
• Negotiating and drafting Master Services Agreements.
• Sales, rentals or licensing of equipment or intellectual property via Supply, Requirements Sales, Licensing or Lease Agreements.
• Successful representation of an energy service company in the purchase by auction of assets from Demay International, LLC out of bankruptcy.

Representative Transactions

• Representation of a private equity group financing a management buyout of Multi-Shot, LLC from Warrior Wireline Corp. and the subsequent recapitalization sale of a majority of the equity to Denham Capital for $165 million.
• Representation of operating and nonoperating sellers of oil and gas reserves in multiple states in excess of $150 million.
• Representation of a drilling rig company in procuring a $100 million term and revolving credit facility.
• Sale of Knowledge Systems, Inc., a leading pore pressure prediction and geomechanics solutions software provider, to Landmark Graphics, a wholly-owned subsidiary of Halliburton Corporation.
• Purchase of a multi-state pipeline.
• Sale of OMNI Laboratories, Inc., a company providing complete core management services, to Weatherford International, Ltd.
• Purchase of the United States energy trading operations of Encana, Inc. on behalf of CIMA Energy, Ltd.
• Sale of Sup-R-Jar, LLC, a manufacturer of drilling jars, for $47.5 million to W-H Energy Services, Inc.
• Purchase of Texas Hot Shot, a leading provider of land transportation services to the energy industry, on behalf of VTL Holdings.
• Sale of Hutchison Hayes Separation, LLC, a leading provider of separation equipment and services, to Alfa Laval Group for $33 million.
• Sale of Capcoil, Inc., a coil tubing company, to Allis-Chalmers Energy, Inc.

Estate Planning and Probate

Our Estate Planning and Probate practice represents and advises clients who enter into lifetime and post mortem documents and transactions to effectuate the transfer of assets to minimize potential liability as well as to provide planned distributions of income and principal. The Firm also provides in its probate practice, services not only directed to probate of wills, but also coordination, interpretation and enforcement of non-probate dispositions including those passing through trusts, insurance contracts, employment related pension and profit sharing plans, and other contractual disposition documents.

Typical Projects

• Planning and executing documents to effectuate client’s disposition of assets including distributions of principal and interest through wills, trust instruments, gifting to family members and other contractual documents.
• Planning, preparation and execution of documents as well as coordinating related transactions to provide for and implement estate tax freezing of values.
• Planning, preparation and implementation of documents to provide for planned asset protection and liability/risk prevention techniques.
• Probate of testamentary documents and implementation of non-testamentary documents to include wills, trusts, contractual beneficiary designations, power of attorney, Medical Power of Attorneys, and Directive to Physicians.
• Review and implementation of required adversary proceedings, arbitration and mediation techniques in connection with probate administration to include will contests, contract disputes concerning estate assets, and beneficiary and heir determination.
• Representation of estates in connection with preparation and filing of federal and estate tax returns.

• Organization of family limited partnerships including preparation of agreements and related transfer documents and trusts.
• Succession planning for closely-held businesses.
• Representation of beneficiaries to an estate in connection with the transition, ownership and operation of a family-owned business.

Family Law

We represent clients in all matters in the family courts. This includes divorce, property division, child custody, child support, enforcement actions for child support or visitation, modifications of divorce decrees, and adoptions. We have experience in high conflict and contested matters including dealing with the state’s child protection agency and handling allegations of abuse.

Family law matters are very sensitive and our lawyers have the experience to assist our clients in understanding and dealing with these troubling situations.

Typical Projects

• Divorce.
• Property issues.
• Spousal Maintenance (Alimony).
• Child Custody.
• Child Support.
• Modifications of Child Support and Child Custody.
• Enforcement actions for Child Support and Child Custody.
• Adoption.

Representative Transactions

• Analysis and favorable division of separate property stock options.
• Reversal of primary custody determination of young children.
• Successful defense of false allegations of sexual abuse of a young child.
• Tracing and characterization of separate property assets and preservation of those assets.
• Obtained reversal of original custody determination for a father, resulting in the father having primary custody of the child.

Federal Taxation

We advise clients on minimizing potential tax liabilities on corporate acquisitions, dispositions, leveraged buy-outs, redemptions, liquidations and dissolutions. We are also involved in S corporation, limited liability company and partnership transactions including formations, dispositions and restructurings.

Typical Projects

• Structuring domestic and cross-border mergers, acquisitions, divestitures and corporate restructurings.
• Structuring corporate, limited liability company and partnership organizations in the U.S. and offshore.
• Structuring corporate redemptions and restructurings.
• Corporate transactions under audit by the Internal Revenue Service.
• Structuring asset and stock acquisitions and dispositions to minimize tax impact on buyers and sellers.
• Drafting tax opinions for corporate transactions.
• Drafting and processing ruling requests involving corporate transactions before the National Office of the Internal Revenue Service.
• Performing tax due diligence for prospective buyers of C corporations, S corporations, limited liability companies and partnerships.
• Providing advice regarding the federal consolidated return rules.

Financial Restructuring and Workouts

Many of our attorneys have provided extensive advice and transactional work in connection with financial restructuring of troubled businesses. We have assisted clients in negotiating with borrowers, lenders, trade creditors, and other claimants for debt restructuring or reductions and for replacement financing. We have also represented companies in the disposition or acquisition of assets or businesses under financial stress. Our experience in mergers and acquisitions, banking, finance and commercial litigation, enables us to provide a complete team to represent companies in financial distress, or those hoping to acquire businesses in financial distress.

Representative Transactions

• Representation of the Federal Savings and Loan Insurance Corporation in the liquidation of the non-real estate subsidiaries of Mainland Savings Association.
• Representation of a hospital company in connection with an adversarial workout with Citibank and negotiation of $60 million in takeout financing.
• Representation of an offshore oilfield service company in connection with $20+ Million bank loan restructuring and refinancing.
• Representation of an investor/guarantor in a real estate development workout situation.
• Representation of an energy service company in negotiating a workout settlement for a $45,000,000 default to Heller Financial Corp.
• Representation of a real estate developer in subdivision refinancing and restructuring in lieu of bankruptcy protection.
• Representation of two separate drilling rig limited partnerships in negotiating a revised payment schedule of senior loans to General Electric Credit Corporation.
• Representation of a client in connection with modification of an office building loan totaling $9.3 million prior to foreclosure by the senior lien holder.

General Business

Our General Business practice represents clients including sole proprietorships, and privately and publicly owned entities. Clients include businesses engaged in all aspects of starting, operating and liquidating businesses. We not only provide advice and prepare documents, but also make a point to understand the direction in which the client wants to take its business in the future so that we can provide business and legal recommendations to assist the client in achieving its growth and development goals.

Typical Projects

• Planning and structuring de novo and existing businesses based on legal, tax and practical business issues.
• Advising with respect to, and documenting franchise licensing requirements and Federal Trade Commission documents.
• Preparation of Certificates of Formation, Bylaws/Regulations, corporate minutes and consents, Partnership Agreements, LLC Operating Agreements, Joint Venture and Alliance Agreements, and Buy-Sell and Voting Agreements.
• Pursuit and resolution of majority/minority ownership claims, issues and disputes.
• Preparation of contracts including Sales Representative Agreements, Supply, Manufacturing, Distribution, and Requirements Agreements.
• Structuring and drafting monetary and equity employee compensation plans.
• Advising with respect to, and documenting, financing and capitalization transactions.
• Identification of tax issues and advice.
• Structure and negotiation of Employment, Consulting, Non-Competition, and Confidentiality Agreements.
• Providing intellectual property advice including procuring Federal and State trademarks.
• Drafting company Employee Manuals and advising clients with respect thereto.

Healthcare Business Transactions

Our Healthcare Business Transactions section generally involves the acquisition or disposition of healthcare providers, including hospitals, surgery centers, and physician practices, and the financing and development of healthcare projects. We have a great depth of experience in representing clients in connection with complicated joint ventures between physicians and hospitals, between for profit and nonprofit providers and between the public and private sectors. In addition, we have much experience in the financing of healthcare ventures, including REIT build-to-suit lease financing, traditional debt financing, healthcare receivables financing, and equity fund and venture capital financing. We are also very conversant with the issues involving fraud and abuse and Stark prohibitions. Because of our long-term experience as outside general counsel for a number of healthcare providers, we have a deep understanding of the practicalities of the healthcare environment and an ability to develop workable solutions within the framework of the myriad of healthcare regulations.

Representative Transactions

• Representation of hospital company in acquisition of four hospitals in two states.
• Representation of owner of a rural hospital to a national hospital chain.
• Representation of multi-hospital company in sale to HCA.
• Representation of long-term acute care hospital company in securitized working capital financing.
• Representation of hospital development company in negotiation of build-to-suit leases for three $25+ Million hospitals.
• Representation of physician in merger of his large practice and surgery center with another similar large practice and surgery center.
• Preparation and negotiation of partnership with physicians for development of new hospital, including preparation of private placement memorandum and all requisite securities filings.
• Representation of a private investment and healthcare management group in connection with the development of the M.D. Anderson Proton Therapy Center, a $150+ Million ultra-high tech project in partnership with the M.D. Anderson Cancer Center, Hitachi, and local private investors and pension funds.
• Serving as outside general counsel to local hospital group.

Immigration Law

Our Immigration section represents clients before the United States Citizenship and Immigration Service and provides guidance in matters relating to work visas, naturalizations, family and employment based immigration, asylum, and other cases. Because United States immigration laws are federal in nature, we are able to provide legal services to clients located anywhere in the United States and throughout Central and Latin America.

Typical Projects

• Non-Immigrant Visas
  • H-1B (Specialty Occupation – Teachers, etc.)
  • H-2B (Temporary or Seasonal Workers)
  • L-1 (Intra-Company Transferees)
  • F-1 (Student Visas)
  • OPT (Optional Practical Training for Students)
  • K-1/K-3 (Fiancée Visas)
  • B-1/B-2 (Business/Visitor Visas)
  • Extensions of Stay in the U.S.
  • Changes of Status
  • Work Permits (when eligible)
  • Singapore/Chile-U.S. FTA Visas
  • NAFTA, Asylum, and NACARA Cases
  • E-1/E-2 Treaty Trader & Investor
• Immigrant Visas (Green Cards)
  • Family Based
  • Employment Based
  • Investment Based
  • Labor Certifications under PERM
  • Extraordinary Ability
  • NIW (National Interest Waiver)
  • Visa Lottery (DV Program)
• Naturalizations
  • After being a Lawful Permanent Resident for a certain period.
  • After being married to a U.S. citizen for a certain period of time through Parent/Grandparents.

International Law

Our International Law section is primarily divided into two parts: (1) inbound work representing foreign investors and companies doing business, or desiring to do business or invest in the United States; or facing disputes or requiring to initiate disputes in the United States; and (2) outbound work representing domestic companies and individuals desiring to do business abroad, including energy, mining, manufacturing, and infrastructure projects, with foreign governments or private groups, as well as aviation law requirements of foreign ownership of aircraft registered in the United States.

Typical Projects

• Foreign and domestic joint ventures, mergers and acquisitions, transnational project planning, structuring and financing.
• Foreign infrastructure projects.
• Negotiation with and representation of foreign governments.
• Global manufacturing, marketing, technology licensing and protection of intellectual property.
• Maritime matters.
• Project management.
• International trade and tax.
• Transnational energy projects.
• International estate planning and asset protection planning.
• Real estate transactions.
• Transnational litigation management and arbitration.
• Counsel, analysis and advice with respect to extraterritorial reach of U.S. laws including the Foreign Corrupt Practices Act, Trading with the Enemies Act and import/export laws.
• Formation of foreign subsidiaries for domestic clients.
• Foreign intellectual property transactions and filings.

Representative Transactions

• Represented Texas entities in connection with the construction of the largest millimetric telescope in the world, including negotiation of manufacturing and service contracts with Chinese, Singaporean, and European manufacturers and European service providers.

• Successfully negotiated settlement for a large Brazilian furniture manufacturer in dispute with North Carolina joint venture partner.
• Represented largest Brazilian shoe manufacturer in major transactional dispute involving various jurisdictions of the Caribbean Basin and Europe and over $40 million in losses.

• Negotiated electricity purchase agreement between large U.S. energy company and the Mexican government, obtaining resolution in the face of difficult Mexican law issues.
• Represented French financial group in corporate and litigation matters in Texas.

• Represented U.S. utility and power exchange agreement with Mexican government including resolution of Mexican/U.S. conflicts of law issues to allow transaction to close.
• Represented foreign national desiring to acquire U.S. registered aircraft through FAA approved structures including associated companies, U.S. trustee and related services.

• Represented client in dispute involving foreign and domestic aircraft.
• Purchase of the largest shrimp farm in the world located in Panama from Ralston Purina.

• Purchase of a refinery located in Hamburg, Germany, on behalf of a subsidiary of what is now part of El Paso Natural Gas from Esso, A.G. for $140,000,000.
• Sale of Houston Shell & Concrete Co. and Gulf Coast Portland Cement Co. to Cementos Mexicanos (CEMEX) for $45,000,000.

• Sale of 75% of an energy service company based in Houston with offices in Venezuela for $28,000,000.
• Representation of a domestic NYSE medical products company in the purchase of the medical products business of a company with operations in the Netherlands and Belgium for $14,000,000.

• Purchase by domestic client of a United Kingdom software company for $8,000,000.
• Representation of a domestic energy service company in sale of a minority equity interest to a large Japanese multinational company.

• Representation of a domestic energy service company in a $60,000,000 sale to a Dubai multinational company.
• Directed legal team in the sale of all of the assets of large foreign hotel chain (over $100 million).

• Counseled foreign companies (including national oil companies such as Pemex and Petroperú) in connection with their U.S. operations, as well as domestic companies in connection with their international operations. Served as general counsel for numerous start-up companies and real estate ventures controlled by foreign persons.
• Directed legal aspects of sale of shrimp boats to foreign fishing cooperatives for largest shrimp packer and operator in the Southwest.

• Directed legal efforts of state savings and loan institution in establishing numerous money exchange operations outside the U.S.
• Guided U.S. equipment and product manufacturers, distributors, and suppliers in setting up international sales and marketing organizations, including drafting of underlying agency, distributorship, and licensing agreements, and registration of trademarks and trade names in foreign territories.

• Spearheaded legal efforts of U.S.-Mexican consortium in multimillion dollar acquisition of division of U.S. public company.

Litigation

Our Litigation section represents clients in complex Commercial, Contract, Real Estate, Personal Injury, Family Law, Property Damage and Estate/Probate matters. We work closely with our clients from initial fact finding throughout the entire litigation process . We provide aggressive representation in appropriate state and federal courts to protect the interest of our clients. Our attorneys also carefully consider every commercially reasonable option to amicably settle disputes, including mediation and arbitration, in order to save time and expense and to preserve the relationship between parties. Many of our clients have never been involved in litigation and we carefully guide our clients through the litigation process in an attempt to maximize recovery and minimize expense.

Typical Projects

• Fact gathering, budgeting and assessment of available courses of action.
• Assessment of available forums, both judicial and non-judicial, including mediation and arbitration.
• Review and research of applicable claims and defenses, and legal theories to support actions to be taken.
• Participation in mediation and arbitration proceedings.
• Implementation of litigation strategies through the discovery process and ultimate trial of the matter.

Representative Transactions

• Obtained complete dismissal in federal court of numerous claims by multiple plaintiffs against national mortgage lender.
• Successful defense, and assertion of cross-claims totaling $2.5 million, in a complex developer design engineering construction case brought by over 563 Plaintiff lot owners in subdivision claiming defective storm water design resulting in flooding to home sites during Tropical Storm Allison.
• Adverse possession defense and assertion of legal title in urban lot owner case involving delay in damages for $1.3 million townhome project.
• Successful defense of claim by dissident former employee and purported shareholder related to alleged minority stock ownership position following $42 million sale of company.
• Defense of copyright infringement claim by competing architect against architectural firm concerning design of service stations and mini-marts throughout Texas.
• Successful $1.2 million will contest and assertion of related claims concerning death of owner of livestock auction barn and substantial real estate holdings.
• Defense of $2.2 million claims against real estate developer in connection with contract rights over sale of home sites to homebuilders, including issues related to specific performance and fraud.
• Prosecution of a case against a prominent trucking company for damages resulting from 7,600 gallons of diesel fuel having been spilled on client’s office building premises.
• Successful litigation result in commercial Landlord/Tenant dispute involving claims concerning holdover rent.
• Recovery of settlement for an electrical power plant owner in a construction delay damages case.
• Successful defense of a subcontractor in a multi-party lawsuit concerning a multi-family residential construction project.
• Early, complete dismissal on jurisdictional grounds of multiple clients on claims arising from the provision of computer consulting services.
• Successful defense of claims of fraudulent conveyance of real property valued at $2 million.
• Successful recovery of judgment for specific performance of an option to purchase real property.
• Obtained complete summary judgment for national mortgage lender on wrongful foreclosure claims.

Mergers and Acquisitions

Our Mergers and Acquisitions section represents parties engaged in structuring, negotiating and consummating mergers, acquisitions and sales and purchases of business entities and their assets. In addition to transactions in the Energy area, the Firm and its attorneys have substantial experience in purchasing and selling businesses engaged in the following industries: construction materials, medical products, radio station, aircraft, automobile dealership, transportation, vessels, funeral homes, insurance, software telecommunications, food and beverage distributors, and restaurants. Transactions include mergers, acquisitions, management buy-outs, leveraged buy-outs, divestitures, recapitalizations, and roll-ups. Many of our clients have never sold a business before and the Firm is very cognizant of its role in educating the client about the various allocation of risk issues involved in negotiating and structuring the representations, warranties and indemnities that comprise a significant portion of the acquisition documents.

Typical Projects

• Conduct due diligence.
• Preparation of disclosure schedules.
• Review and provide advice for structuring transactions.
• Draft and negotiate acquisition documents.
• Analyze various legal issues including issues involving antitrust (Hart-Scott-Rodino Premerger Notification Act ), intellectual property, employment law, Employment Retirement and Income Securities Act, tax (federal, state and local), and labor law, Worker Adjustment and Retraining Notification Act (“Plant Closing” or “WARN” Act).

Representative Transactions

• Sale of construction materials manufacturer and supplier to Stock Building and Supply.
• Representation of owners of Redfish Rentals in recapitalization by HIG Capital.
• Representation of Spitzer Industries, Inc. in acquisition of Curtis Kelly, Inc.
• Representation of purchasers of stock of Porta-Kamp Construction, Inc.
• Representation of international environmental consulting firm in acquisition by private equity firm.
• Representation of the owner of four hospitals in a $100+ Million sale.
• Representation of acquirer of two California hospitals.

• Purchase of Florida-based funeral homes from Service Corp. International, Inc.

Outsource General Counsel Support

Our Outsource General Counsel Support practice provides small and mid-market companies with much needed General Counsel–level support without the cost and long-term commitment involved with hiring a full-time in-house General Counsel.

Typical Projects

• Attending Board Meetings.
• Making requisite corporate filings.
• Maintaining corporate records.
• Developing corporate policies and procedures.
• Advising on employment disputes.
• Drafting and negotiating contracts.
• Drafting employment agreements and employee benefit plans.
• Managing litigation.
• Providing general business advice.

Representative Transactions

• Represented a privately held company in dealing with a case of employee malfeasance, including conducting an internal investigation and managing the client through the litigation process.
• Successfully managed a public company through the litigation process in connection with a well blowout involving multiple fatalities, including insurance coverage disputes, resulting in the client not only maintaining coverage but also limiting the total outlay by the client and its insurance carrier to a small fraction of what the other defendants paid.
• Implemented and managed the intellectual property program for Key Energy Services, Inc.’s proprietary, highly successful KeyView® technology.
• Assisted an energy service company in negotiating and managing a unique services agreement with a large independent producer for various project work in Egypt that, at the time, provided the client with nearly half of its net income.
• Served as the sole media spokesperson for Key Energy Services, Inc. in connection with a number of significant oilfield accidents, including several that were covered by the national media.
• Successfully conducted an internal investigation of embezzlement and misappropriation of a client’s assets that not only uncovered the misconduct but also resulted in the client recovering nearly all of its $600,000 in losses from the wrongdoers.

Real Estate

We represent real estate developers, investors, and banks in financing, buying, selling, leasing and developing real property, regardless of the nature of the project and including raw land, owner occupied commercial sites, strip shopping centers, office buildings, and industrial properties.  

Typical Projects

• Financing and acquisition of raw land or buildings for development.
• Representation of landlords and tenants in commercial lease negotiations and disputes.
• Acquisitions and sales of income producing properties.
• Structuring and negotiating construction contracts.
• Review of surveys, environmental studies and real estate title commitments on behalf of purchasers and sellers of real estate and for title defects, easements, encroachments, environmental issues, etc.
• Structuring, interpretation and modification of American Institute of Architects (AIA) contract documents between owners, contractors and architects including new “Green Building” provisions.
• Negotiation and implementation of MUD reimbursement, local 360 agreements, and related development contracts.

Representative Transactions

• Representation of buyer in acquisition of $12,000,000 commercial facility on the Houston Ship Channel.
• Representation of tenant in 10-year lease of 56,000 square feet of office and warehouse space.
• Representation of real estate developer in drafting, negotiating, and enforcing industrial and office leases, and resolving associated lease disputes.
• Representation of developer before municipal and utility district including documentation and formation of utility and zoning agreements.
• Representation of real estate developers in negotiating earnest money contracts for acquisition and sale of raw land and income producing properties, performing survey and title review in connection therewith, and reviewing, and preparing closing documentation.
• Representation of a commercial real estate owner in creation and documentation of complicated easement and parking rights agreement with adjoining land owners.
• Representation of client during appraisal review process with Harris County Appraisal District concerning valuation process.
• Representation of a construction company concerning $1.1 million school construction contract with mechanics lien provisions.

Securities

Our Securities practice represents clients in connection with the issuance and sale of debt and equity securities, primarily involving the private placement of securities incident to the Firm’s Mergers & Acquisition and other transactional practices. We also have the expertise to advise its public company clients regarding all aspects of the regulatory regimes under which they operate, including compliance with SEC rules and regulations and the Sarbanes-Oxley Act of 2002 and its implementing regulations and preparation and review of related documents and filings. In addition, we provide advice regarding corporate governance, including the legal duties of officers and directors and the implementation of best practices and have been retained as an expert witness in securities related litigation.

Typical Projects

• Preparing private placement memoranda and subscription agreements.
• Identifying and qualifying for private offering exemptions, including making Regulation D and state blue sky filings.
• Preparing and reviewing public company periodic and other reports, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and Section 16 reports on Forms 3, 4 and 5.
• Advising on and preparing corporate policies.
• Attending Board and Committee meetings.

Representative Transactions

• Represented a hospital development company in connection with three private placements of partnership interests to physician investors.
• Represented Sam Houston Race Park, Houston’s Class I horse racing track and facility, in its exchange of privately placed notes used to fund the initial construction for publicly registered notes.
• Represented an independent oil and gas operator and its incumbent directors in a proxy contest with a dissident shareholder group.
• Represented a NYSE medical products company in its tender offer to purchase a public company.
• Represented the outside directors of a public company in connection with an investigation of possible wrongdoing by an executive officer.
• Represented a NYSE-listed energy services company in its $182 million public offering of common stock.
• Represented an offshore supply boat company in its initial public offering.

• Represented a bond underwriter in $100+ Million issuance of tax-exempt revenue bonds for a large Texas hospital system.
• Represented the underwriters in a $52 million 144A offering of 7% Convertible Subordinated Notes by an American Stock Exchange listed company.
• Represented various Houston real estate developers in the financing of their projects through the private placement of equity in the form of LLC and limited partnership interests.
• Represented Key Energy Services, Inc. in its $216 million 144A offering of 5% Convertible Subordinated Notes.

Sports Law

The firm’s Sports Law practice includes representation of professional sports franchises, sports stadiums and arenas, and of amateur and professional athletes, including their revenue-producing contracts of engagement in a team sport, sponsorship, advertising and licensing contracts, and the handling of off-the-field business investments and acquisitions. The representation of athletes and sports franchises also includes advice and compliance with relevant laws governing acquisition and protection of intellectual property rights such as logos, trademarks and protection of personal likeness. Representation of sports franchises includes forming a new professional sports team, compliance with league constitutions and rules, stadiums and lease negotiations and employment relationships with key personnel. Representation of stadiums and arenas includes the purchase thereof, and negotiation of leases and contracts concerning use by sports teams, music concerts, special events and naming rights.

Typical Projects

• Representation of investors in sports franchises.
• Representation of athletes, coaches and executives in negotiating contracts with sports teams.
• Representation of professional and amateur athletes in connection with sponsorships, advertising and endorsements.
• Creation, purchase and sale of sports franchises.
• Representation of sports equipment manufacturers and the sale and licensing of equipment.
• Representation of entities acquiring the naming rights to arenas and sports stadiums.

Representative Transactions

• Purchase of a 15% minority interest in the Houston Texans professional football team.
• Negotiation of a royalty license agreement concerning a patented golf putter with Slazenger.
• Establishment of the Houston Aeros professional ice hockey team and general representation.
• Purchase of Compaq Center located in Houston, Texas.
• Representation of the Laredo Bucks professional ice hockey team in the negotiation and sale on behalf of the City of Laredo, Texas of the naming rights to the Laredo Energy Arena.
• Representation of client in negotiating various contracts and promotional activities for the Super Bowl 2004 (Houston).
• Representation of nationally known golf professional in the establishment of golf schools located in Houston, Texas and Boston, Massachusetts.
• Representation of numerous professional athletes in the structuring and negotiation of numerous television, radio, sponsorship and endorsement contracts.
• Advice and supplemental representation of professional football players in negotiating National Football Leagues, World Football League, Canadian Football League and Arena Football League contracts.