Excels in handling sell-side transactions to help maximize sales proceeds and minimize tax and post-closing risk.
Structures private equity investments across all industries.
Advises boards of directors and committees on governance and strategic issues.

Tom represents buyers and sellers in mergers & acquisitions (M&A) transactions, and other strategic transactions, and advises boards of directors and committees on various governance and strategic issues in both robust and distressed environments.

Tom translates legal issues into business decisions and helps his clients—which include private equity funds, public companies, privately held businesses, boards of directors and individuals—quantify and assess risk.

Tom routinely assists in transactions involving:

Corporate and partnership law
Asset and stock transactions
Mergers
Joint ventures and limited liability corporations (LLCs)
Preferred equity type transactions
Private equity transactions of all types
Distressed situations
Financings
Structuring issues
Strategic planning.

Representative Work

Represented private equity funds in their successful exit of a portfolio company in a $2+ billion merger with a public buyer.
Represented GSO Capital Partners in connection with a $1.6 billion investment by funds managed by GSO and Blackstone Tactical Opportunities in exchange for a 45% interest in Targa Badlands LLC, which owns assets in the Williston Basin in North Dakota.
Represented EagleClaw Midstream Ventures LLC, a portfolio company of Blackstone Energy Partners, in its $950 million acquisition of Caprock Midstream Holdings, a portfolio company of Energy Spectrum Capital. Through this acquisition, EagleClaw became the largest privately held midstream operator in the Permian Basin.
Represents Main Street Capital Corporation in its serial M&A program targeting varied industries in providing debt and private equity capital.
Represented a private equity firm in a $700 million recapitalization of an existing entity that was focused on the Permian Basin in Texas.

Represented GSO Capital Partners in the formation of, and in its role as a member of, GEP Hayneville LLC, the consortium of GSO and GeoSouthern Haynesville LLC, in the acquisition of its Haynesville Shale assets from indirect, wholly owned subsidiaries of Encana Corporation.
Regularly represent sellers of businesses to private equity buyers and to strategic buyers, including optimization of presale structuring, including tax, estate planning and succession planning issues.
Represented Ledge Lounger management in a majority recapitalization of Ledge Lounger, Inc. with Summit Park and Digital Fuel (undisclosed purchase price).
Structured a transaction for a high-net-worth individual to resolve ownership issues in more than 50 entities. Helped the client obtain specific assets in a Section 355 split-off, tax-efficient transaction, securing sole ownership of one-third of the assets.
Represented a Swiss public company in its indirect minority investment and subsequent purchase of the remainder of a domestic oilfield services company.
Represented Noventis, an electronic payments network that was focused on optimizing payment delivery solutions, in its merger agreement with WEX Inc. (NYSE: WEX), a corporate payment solutions provider (fintech transaction with undisclosed purchase price).
Represented private company shareholders in their $87 million+ strategic sale to Northwest Pipe Company (NASDAQ: NWPX).
Represented IP-focused company in the sale of its patent portfolio and subsequent repurchase of a discrete field of use.
Regularly advises boards of directors and companies in traditional and distressed situations.
Represented Quicksilver Resources in its Chapter 11 proceedings.
Represented a large private equity firm in a stock purchase transaction through which it acquired the controlling interest in a domestic cogeneration facility.
Represented a publicly traded business development company in a multi-entity acquisition of a manufacturer and distributor of industrial components, involving senior and mezzanine financing, the issuance of warrants, and the formation of pass-through entities to facilitate the debt and equity financing of the transaction.
Represented an upstream oil field environmental services company in a complex sale of assets to a private equity firm, involving senior and subordinate financing, earnout notes, retention of seller management, formation of related pass-through entities and related agreements.
Represented a consortium of energy investors in the formation of an investment vehicle and the contested purchase of an upstream working interest, including assignment of the operating agreement and placement of an investor as manager of the operator.
Represented the lead investor in the formation of an exploration and production company and the subsequent entry of the company into a complex joint venture with an energy-focused private equity group.
Represented the purchasers in the structuring and acquisition of broadcast, sports and media divisions from an NYSE company in connection with its restructuring.
Represented a private equity firm in the acquisition of a steel manufacturing company in a Section 363 bankruptcy transaction.
Represented the owners of one of the nation’s largest arena management companies in the disposition of their business.
Represented the owners in the disposition of a consolidated group of companies using a combination of taxable and nontaxable techniques involving the negotiation of stock purchase, earnout, and related documents; the use of spinoffs and entity conversions; and the implementation of wealth transfer and succession strategies.
Represented the acquiring company in the stock acquisition of a health care company and simultaneous issuance of preferred stock to new investors and the negotiation of a bank credit facility.
Represented an NYSE-listed company in connection with the development, construction and sale-leaseback of its multibuilding, worldwide campus headquarters.
Represented potential acquirers of professional sports franchises.
Represented a real estate developer in the acquisition and development (and subsequent refinancings) of an “environmentally challenged” property with the use of creative acquisition techniques that were designed to mitigate environmental risk.

Represented GSO Capital Partners in the formation of, and in its role as a member of, GEP Hayneville LLC, the consortium of GSO and GeoSouthern Haynesville LLC, in the acquisition of its Haynesville Shale assets from indirect, wholly owned subsidiaries of Encana Corporation.
Regularly represent sellers of businesses to private equity buyers and to strategic buyers, including optimization of presale structuring, including tax, estate planning and succession planning issues.
Represented Ledge Lounger management in a majority recapitalization of Ledge Lounger, Inc. with Summit Park and Digital Fuel (undisclosed purchase price).
Structured a transaction for a high-net-worth individual to resolve ownership issues in more than 50 entities. Helped the client obtain specific assets in a Section 355 split-off, tax-efficient transaction, securing sole ownership of one-third of the assets.
Represented a Swiss public company in its indirect minority investment and subsequent purchase of the remainder of a domestic oilfield services company.
Represented Noventis, an electronic payments network that was focused on optimizing payment delivery solutions, in its merger agreement with WEX Inc. (NYSE: WEX), a corporate payment solutions provider (fintech transaction with undisclosed purchase price).
Represented private company shareholders in their $87 million+ strategic sale to Northwest Pipe Company (NASDAQ: NWPX).
Represented IP-focused company in the sale of its patent portfolio and subsequent repurchase of a discrete field of use.
Regularly advises boards of directors and companies in traditional and distressed situations.
Represented Quicksilver Resources in its Chapter 11 proceedings.
Represented a large private equity firm in a stock purchase transaction through which it acquired the controlling interest in a domestic cogeneration facility.
Represented a publicly traded business development company in a multi-entity acquisition of a manufacturer and distributor of industrial components, involving senior and mezzanine financing, the issuance of warrants, and the formation of pass-through entities to facilitate the debt and equity financing of the transaction.
Represented an upstream oil field environmental services company in a complex sale of assets to a private equity firm, involving senior and subordinate financing, earnout notes, retention of seller management, formation of related pass-through entities and related agreements.
Represented a consortium of energy investors in the formation of an investment vehicle and the contested purchase of an upstream working interest, including assignment of the operating agreement and placement of an investor as manager of the operator.
Represented the lead investor in the formation of an exploration and production company and the subsequent entry of the company into a complex joint venture with an energy-focused private equity group.
Represented the purchasers in the structuring and acquisition of broadcast, sports and media divisions from an NYSE company in connection with its restructuring.
Represented a private equity firm in the acquisition of a steel manufacturing company in a Section 363 bankruptcy transaction.
Represented the owners of one of the nation’s largest arena management companies in the disposition of their business.
Represented the owners in the disposition of a consolidated group of companies using a combination of taxable and nontaxable techniques involving the negotiation of stock purchase, earnout, and related documents; the use of spinoffs and entity conversions; and the implementation of wealth transfer and succession strategies.
Represented the acquiring company in the stock acquisition of a health care company and simultaneous issuance of preferred stock to new investors and the negotiation of a bank credit facility.
Represented an NYSE-listed company in connection with the development, construction and sale-leaseback of its multibuilding, worldwide campus headquarters.
Represented potential acquirers of professional sports franchises.
Represented a real estate developer in the acquisition and development (and subsequent refinancings) of an “environmentally challenged” property with the use of creative acquisition techniques that were designed to mitigate environmental risk.

Education
J.D., University of Texas School of Law, with honors, 1985
B.B.A., University of Texas at Austin, with high honors, 1982

Bar Admissions
Texas

Recognitions

Best Lawyers in America, 2006-2023.
Texas Super Lawyers, 2003-present.
Inside Houston, “Best Lawyers in Houston Corporate Finance/Mergers.”
com, one of “Texas’ Best Lawyers.”
Board certified by the Texas Board of Legal Specialization in Commercial Real Estate Law.

Affiliations and Public Service

Member, American Bar Association.
Member, Houston Bar Association.
Member, Texas Bar Foundation.

Speeches and Publications

Panelist, “Business Update for Owners: Legal, Tax and Market Update,” XPX Owners’ Academy, April 23, 2024, Houston, Texas.
Panelist, “Maximizing Value in an Uncertain Market,” M&A Insight 2023, April 13, 2023, Houston, Texas.
Presenter, “Understanding and Negotiating Minority Rights and Protections in Investment Documents,” September 14, 2022, Houston, Texas.
Panelist, “Preparing for the Upswing,” M&A Insight 2016, June 9, 2016, Houston, Texas.
Guest lecturer, “Balancing the Scales with Equity Consideration: Negotiation of Leveraged Transactions When Sellers Roll Over Substantial Equity Positions,” April 11, 2016, Columbia Law School, New York, New York.
Moderator, “Navigating Lower Commodity Prices and Opportunities in the Oil and Gas Industry,” Akin Gump Energy Symposium, September 11, 2015, La Jolla, California.
Speaker, “U.S. Energy Restructuring Considerations for Officers and Directors: What Officers and Directors Can Do Before Considering Any Formal Restructuring Actions,” The Global Energy 2015 Mid-Year Energy Briefing Conference, July 29, 2015, Houston, Texas.
Guest lecturer, “Complexity That is a Cut Above: Divisional Carve-Out Acquisitions by Financial Sponsors,” April 6, 2015, Columbia Law School, New York, New York.
Guest lecturer, “The Full Bandolier: Reloaded Founder Equity, Leveraged Acquisitions, and Aligned Incentives,” April 30, 2014, Columbia Law School, New York, New York.
Guest lecturer, “Enhancing Returns Without Surrendering Priorities: Hybridized Investment Through Debt and Equity-Linked Securities,” April 10, 2013, Columbia Law School, New York, New York.