Purchase, Contribution and Redemption Agreement
Represented sellers in the sale ownership in Curves International, Inc. and Curves for Women II, L.C. to Curves International Holdings, Inc. and NCP-CW Corp., respectively. Curves is the largest fitness club franchise in the world.
TAOS Combines with austriamicrosystems AG (SIX: AMS)
Texas Advanced Optoelectronic Solutions, Inc. (TAOS), a leading optoelectronic solutions provider, combines with austriamicrosystems AG (SIX: AMS), a leading global designer and manufacturer of high-performance analog integrated circuits in a strategic transaction valued at $320 million for cash and stock of AMS.
EF Johnson Technologies, Inc. Going-Private Sale
Represented publicly traded EF Johnson Technologies, Inc. in a going-private sale of the company to private equity firm Francisco Partners II, L.P.
Representation of Boards of Directors in Acquisition of Energy Company
Represented the Boards of Directors of both Hassie Hunt Exploration Company and Hassie Hunt Production Company in connection with the $4.5 billion acquisition of Hunt Petroleum Corporation and the Hassie Hunt Companies by Ft. Worth-based XTO Energy.
2007 Notes Offering - Commercial Metals
Commercial Metals Company sold $400 million principal amount of Senior Unsecured Notes due 2017. The company used the net proceeds from the offering to repay its 6.80% notes due August 2007, to repay commercial paper and other short-term domestic bank borrowings, to fund construction and working capital for its new micro mill to be built in Arizona, and for general corporate purposes.
Represented Commercial Metals Company in its purchase of assets from Banner Rebar Inc., Toltec Steel Services Inc., ABC Coating Co. Inc. of Texas, ABC Coating Co. Inc. of Colorado, Rebar Trucking Inc. and TexEastern Rebar Coating Inc.
Represented Commercial Metals Company in its purchase of assets from Mayfield Salvage, Inc.
Represented Commercial Metals Company in its purchase of assets from Bouras Industries et al.
Represented CLST Holdings, Inc. in the sale of assets to Brightpoint Corporation.
Debtor Representation - SpectraVision
Represented SpectraVision in its Chapter 11 bankruptcy. Our attorneys worked closely with our client’s financial advisor to conduct a controlled blind auction resulting in a merger of SpectraVision with its largest competitor. The auction netted SpectraVision’s unsecured creditors stock and warrants for nearly 30% of the surviving entity with an equity value of more than $650 million.
Representation of Debtor - Greate Bay Casino Corporation
We represented this publicly held debtor-in-possession which was a holding company for various entities that owned and operated hotel, casino, and management companies in the gaming industry in its Chapter 11 case in Delaware. The case involved substantial asset sales and contentious litigation with a former trademark licensor.
Receivables - Securitization
Acted as principal counsel for a publicly-traded metals recycling and steel company and its subsidiaries in documenting and consummating a $200 million account receivables securitization financing.