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Cliff Ernst

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Banking & Finance, Corporate & Securities, Mergers & Acquisitions, Tax Exempt/Non-Profit Organizations, Technology

Direct Phone: 512.480.5672

Direct Fax: 512.480.5872

Email:

Cliff enjoys and is highly experienced at helping clients solve complex problems, often involving multiple entities and parties with complicated structures such as limited partnerships and limited liability companies. His practice for clients in the Central Texas business community for over 20 years gives him a deep understanding of challenges faced by businesses in this region. This knowledge, together with Cliff's well developed relationships within the business community, enable him to help emerging businesses and clients in transition find resources needed to grow and succeed.

Cliff's clients include governmental agencies and a full range of businesses from start-up companies to large corporations in a variety of industries including healthcare, professional services, technology, construction, real estate, oil and gas and publishing. His work encompasses mergers and acquisitions; public and private equity offerings; venture capital and debt financings; general contracting; and general corporate counseling.

Cliff frequently acts as an outside general counsel and provides advice to executive officers and directors of public and privately-held companies, a testament to the strong and lasting relationships he builds with his clients.

He is committed to providing cost effective, high quality legal services with an emphasis on providing practical advice based on an understanding of his clients' business concerns. Cliff is also highly committed to community service and has held key leadership positions with several Austin-based charities.

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PROFESSIONAL QUALIFICATIONS

  • Admitted to bar, 1978, Texas.
  • University of Texas (J.D., 1978). Order of the Coif; First Place Team - Kemp, Smith Mock Trial.
  • Oklahoma State University (B.A., English, 1975). Outstanding Graduate in College of Arts and Science 1975; Blue Key; Omicron Delta Kappa; Phi Eta Sigma; Student Senate.
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REPRESENTATIVE EXPERIENCE

Financing Transactions

  • Represented publicly traded hospital corporation in $80,000,000 commercial paper financing secured by accounts receivable of 17 operating entities.
  • Represented real estate investment partnerships in a series of real estate backed loans.
  • Represented e-commerce company in a series of venture capital financings.
  • Represented publishing company in revolving line of credit.
  • Represented developer of low income housing in construction and permanent financing.

Mergers and Acquisitions

  • Represented statewide magazine corporation in connection with its sale to a national media corporation.
  • Represented manufacturer of computer components in sale to Canadian purchaser.
  • Represented multi-state franchisees of consumer furniture stores in sale to franchisor.

Public and Private Equity Offerings

  • Represented managed health care plan company in a public offering of stock.
  • Represented purchasers of large apartment complexes in private placements of limited partnership interests.
  • Represented commercial farming operation in a broker-assisted private placement of Class B limited partnership interests.

General Contracting

  • Represented overseas manufacturer of power supplies in negotiations of supply contracts with large computer manufacturers.
  • Represented real estate partnerships in development agreement with governing bodies for 650 acre multi-use project.
  • Represented U.S. and Mexican owners of drug and alcohol rehabilitation facilities in a lawsuit settlement agreement involving significant restructuring of ownership positions.

General Corporate Counseling

  • Serve as outside general counsel to an affiliated group of limited partnerships that own and operate residential and commercial real estate projects.
  • Represented retailer of electronics equipment in consolidation transaction.
  • Serve as outside general counsel to a professional corporation of accountants specializing in sophisticated tax reporting and planning.
  • Served as outside general counsel to a professional association of physicians specializing in gynecology and obstetrics.
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PROFESSIONAL AFFILIATIONS

Member: Austin Bar Association (Business, Corporate and Tax Section, Health Law Section, and Computer and Technology Section); American Bar Association (Business Law and Health Law Sections); State Bar of Texas (Business Law Section, Computer and Technology Section).

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AWARDS AND HONORS

Listed in The Best Lawyers in America® published by Woodward/White, Inc., Banking and Finance Law; Mergers & Acquisitions Law; Securities / Capital Markets Law, 2010-2012

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COMMUNITY

  • Board of Trustees, The Long Center for the Performing Arts
  • Past President, Ballet Austin
  • Past President, Austin Sunshine Camps and Young Men's Business League of Austin
  • Former Chair, Austin Business Committee for the Arts
  • Member, Headliners Club of Austin
  • Member, Knights of Austin Symphony Orchestra
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Publications and Presentations

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