PROFESSIONAL QUALIFICATIONS

Admissions: Virginia, Texas, U.S. District Court for the Eastern District of Virginia and U.S. Court of Appeals for the Fourth Circuit.

Education: James Madison University (B.A., 1996, with honors); University of Richmond School of Law (J.D., magna cum laude, 2000). Order of the Barristers; Charles T. Norman Award for Most Outstanding Overall Graduate. Editor-in-Chief, University of Richmond Law Review, 1999-2000.

Law Clerk to the Hon. Robert G. Doumar, U.S. District Court, Eastern District of Virginia, 2000-2001.

REPRESENTATIVE EXPERIENCE

M & A Transactions:

• Represented world’s largest independent manufacturer of industrial drill bits in leveraged buyout by U.S. private equity firm. Transaction involved the sale of substantially all of the assets of target’s U.S. and Mexico manufacturing and sales operations (with over 1,000 employees), as well as the sale of foreign subsidiaries in France, the United Kingdom, Mexico and Australia.
• Represented publicly traded technology company in the acquisition of a developer of hardware and software applications for virtual instrumentation systems.
• Represented the holding company for three large West Texas beer distributorships in the sale of substantially all of its assets to a national consolidator of beer and wine distributorships.
• Represented various public utilities and affiliated companies in connection with numerous tax-advantaged acquisitions, divestitures and the placement of synthetic-fuel production facilities.
• Represented a public utility in the disposition of its natural gas distribution assets in the Southeastern United States.
• Represented privately held Texas marina in the sale of substantially all of its assets to regional consolidator of marina and recreational properties.
• Represented firm in securities industry in the purchase of the assets of a software development unit of a publicly traded company.
• Represented owners and founders of a theater/restaurant franchisor in the sale of its intellectual property assets and certain company-owned venues.
• Represented national healthcare media company in connection with its restructuring and divestiture of various business divisions.

Private Equity and Venture Capital Transactions:

• Advised private-equity fund focused on middle-market investments in the Southwest on the formation of its first fund, including preparation of limited partnership agreement and negotiations with prospective limited partners.
• Represented issuers and investors in numerous venture capital financings, including:
  • Represented issuer in $5mm Series A Preferred Stock financing.
  • Represented issuer in $6mm Series C Preferred Stock financing.
  • Represented issuer in $10mm offering of Series A membership units.
  • Represented issuer in connection with a down-round of venture financing, including recapitalization of four previous rounds of preferred stock and negotiation of continuing rights and preferences of new investors, common shareholders, previous investors and founders.
• Represented national real-estate company in connection with the organization of limited partnerships to acquire and hold Texas real property interests and the subsequent national syndication of securities in the partnerships.

Independent Counsel:

• Represented Audit Committee of NASDAQ-listed software company in connection with internal corporate investigation into financial restatement issues and related SEC inquiry.
• Represented independent directors of NASDAQ-listed insurance company in connection with internal corporate investigation into shareholder allegations and responding to derivative demand letter.
• Represented Audit Committee of NASDAQ-listed company in connection with internal corporate investigation into company's historic stock option practices and related SEC inquiry.

General :

• Advised Central Texas tax-exempt hospital operator on the formation of ancillary joint ventures with for-profit entities, including radiology and ambulatory-surgery centers.
• Assists public companies in the preparation of SEC periodic filings and other corporate matters.

PROFESSIONAL AFFILIATIONS

Member: Austin Bar Association (Business and Taxation Section); American Bar Association (Business Law Section); State Bar of Texas; Austin Young Lawyers Association; Virginia Bar Association.

AWARDS AND HONORS

Texas Super Lawyers "Rising Star" in Securities & Corporate Finance, 2007, 2008, 2009, 2010; Published by Law & Politics and Texas Monthly magazine

COMMUNITY

• KIPP Austin College Preparatory School (Member, Executive Committee and Board of Directors)
• Austin Community College Foundation, Board of Directors
• Previously served on Board of Directors of Trinity Center of Austin