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.

Associate, Hunton & Williams, LLP; Richmond, Virginia (2001-2002)

REPRESENTATIVE EXPERIENCE

M & A Transactions:

Selected Recent Buy-Side Engagements:

• Represented private equity firm in platform acquisition of automotive parts manufacturing company, with associated debt and equity financings.
• Represented private equity firm in platform acquisition of payment processing and collections company, with associated debt and equity financings.
• Represented leading E&P information service provider in its acquisition of a software and data service company.
• Represented business services firm in its acquisitions of lead-generation, marketing and branding firms.
• Represented NASDAQ-listed technology company in its acquisition of a developer of hardware and software applications for virtual instrumentation systems.
• Represented securities trading firm in the purchase of the software development unit of a NASDAQ-listed securities broker.

Selected Recent Sell-Side Engagements:

• 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 national healthcare media company in connection with its restructuring and divestiture of three separate business divisions.
• Represented regional propane company in the sale of its residential community propane/ pipeline business to an NYSE-listed propane company.
• Represented an NYSE-listed public utility in the sale of its natural gas distribution assets in the Southeastern United States.
• Represented family office in sale of retail stationery business.
• Represented privately held Texas marina in the sale of substantially all of its assets to regional consolidator of marina and recreational properties.
• Represented Central Texas construction company in its sale to a national commercial construction and management company.
• Represented the holding company for three Texas beer/beverage distributorships in the sale of substantially all of its assets to a national consolidator of beer and wine distributorships.
• Represented owners and founders of a theater/restaurant franchisor in the sale of its intellectual property assets and certain company-owned venues.

Other 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, entrepreneurs 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.

Independent Counsel:

• Represented Audit Committee of NASDAQ-listed software company in connection with internal corporate investigation into multi-year financial restatement, management 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.
• Special counsel to Board of Directors of NASDAQ-listed pharmaceutical company in planning for reorganization proceedings and consideration of strategic alternatives.

PROFESSIONAL AFFILIATIONS

Member: State Bar of Texas (Vice Chair - M&A Committee of the Business Law Section); American Bar Association (Business Law Section; M&A Committee and "Deal Points" Task Force); 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 Public Schools (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