Richard D. Rafferty

Mergers and Acquisitions

• Represented American Outcomes Management, a leading provider of home-based infusion therapy, in its sale to Ridgemont Equity Partners.
• Represented 7-Eleven in its acquisition of a fuel distribution company and related convenience store assets.
• Represented 7-Eleven in its acquisition of a chain of convenience stores located in the northeast United States.
• Represented 7-Eleven in its acquisition from a private equity-backed company of a chain of 188 convenience stores located primarily in New York.
• Represented 7-Eleven in its acquisition from a franchisee of 58 convenience stores in Ohio, Pennsylvania, West Virginia, and Maryland.
• Represented Avago Technologies (NASDAQ:AVGO), a publicly held optoelectronics company, in its acquisition of an integrated circuit manufacturer.
• Represented Avago Technologies in its acquisition of a developer of power amplifiers for wireless communications.
• Represented Avago Technologies in its acquisition of a micro-optics manufacturing facility.
• Represented First Choice Emergency Room, a chain of freestanding emergency rooms, in its sale to a private equity group.
• Represented Omega Plastics, a manufacturer of custom components and tooling for medical and industrial applications, to TriMas (NASDAQ:TRS), a global manufacturer that operates primarily in the consumer products, aerospace and industrial markets.
• Represented Highland Park Animal Hospital and affiliated pet care companies, which consist of two animal hospitals and a pet boarding facility, in their sale to Innovetive Petcare.
• Represented Veterinary Eye Institute, a provider of veterinary eye specialty care, in its sale to MedVet, a veterinarian owned and led family of specialty and emergency hospitals.
• Represented multiple veterinary hospital clients throughout Texas and Colorado in their sales to a veterinary services company that has practices throughout the United States and Canada.
• Represented multiple veterinary hospital clients throughout Texas in their sales to a veterinarian owned and managed network of animal hospitals.
• Represented an Oklahoma veterinary hospital client in its sale to a veterinary services company to a national animal hospital company.
• Represented the owner of twelve Planet Fitness Locations in Las Vegas in the sale to Black Duck Partners, a leading Planet Fitness franchisee.
• Represented a fundless sponsor in raising the equity portion of the funding for a $15 million acquisition of a franchisee of vision care clinics.
• Represented an employee stock ownership plan in the $110 million sale of a freight logistics company to a strategic buyer.
• Represented a privately held solid waste collection, recycling and trucking company in its sale to a publicly held diversified waste and recycling service provider.
• Represented a manufacturer of specialty drilling equipment in its $23 million sale to an energy-focused private equity group.
• Represented a leading distributor of residential and commercial building products in its $210 million sale to a strategic buyer.
• Represented a provider of healthcare reimbursement technology in its $55 million sale to a private equity group.
• Represented a consumer products importer and wholesaler in its $50 million sale to a private equity group.
• Represented an airplane equipment manufacturer in its $30 million sale to a strategic buyer.
• Represented a helicopter services company in its $7 million sale to a private equity group.
• Represented an independent insurance agency in its sale to a strategic buyer.
• Represented a private equity-backed outdoor advertising company from Mexico in its acquisition of a U.S.-based, venture capital-backed advertising company.
• Represented an international supplier of plumbing products in the sale of a portfolio of Canadian intellectual property rights.
• Represented Trilogy Software, Inc. in its going-private transaction tender offer for com, Inc.
• Represented a publicly held heavy industry company in its $430 million acquisition of a railcar manufacturing company.
• Represented a publicly held heavy industry company in its $85 million acquisition of railcar manufacturing assets.
• Represented a publicly held company in its $80 million acquisition of paper manufacturing assets.
• Represented a publicly held garden and plant nursery company in its acquisition of a privately held competitor.
• Represented a publicly held software company in its sale to a publicly held competitor.
• Represented a publicly held auto finance company in its acquisition via merger of a publicly held competitor.
• Represented a private equity group in a $120 million going-private transaction tender offer for a publicly held assisted living facility.

Start-Up and Venture Capital Financings

• Represented a venture capital investor in its early-stage investments in a dispatch and logistics company tailored to the needs of non-emergency medical transport providers.
• Represented a venture capital investor in its early-stage investments in a company that helps improve cloud-based analysis and quality control processes for media content.
• Represented a venture capital investor in its early-stage investments in a company that makes personal chefs available to anyone on as-needed basis.
• Represented a venture capital investor in its early-stage investments in a company that provides a property management software application for small to mid-sized landlords.
• Represented a real estate developer in multiple private offerings of securities to raise capital for self-storage, multi-family housing and commercial development projects.
• Represented an early-stage company that provides mobile service and other technology systems designed to make lotteries more convenient, engaging, and rewarding.
• Advised a venture capital fund on structuring terms of model documents for forming start-up companies, which model documents were used by the client to be the founding investor in six companies formed to pursue business plans that originated with the venture capital fund’s investment partners.
• Represented a leading international provider of military, professional and retail drones in multiple rounds of debt and equity investments in a navigation technology company.
• Represented a venture capital investor in its early-stage investment in a developer of contactless payment technology for mobile phones.
• Represented a venture capital investor in its early-stage investment in a developer of mobile games focused on improving user engagement.
• Represented a venture capital investor in its early-stage investment in a developer of technology-based systems to improve the use of data in increasing agricultural productivity.
• Represented a venture capital fund in its early-stage investments in a consumer robotics company.
• Represented a venture capital fund in its debt financing of a broadband equipment manufacturer.
• Represented a venture capital fund in its early-stage investment in a massive array of idle disk (MAID) data storage company.
• Represented an internet content delivery optimization company in a $45 million dollar Series H financing round.
• Represented an XML processing and database web services provider from inception through multiple rounds of seed, venture capital, and venture debt financing prior to its ultimate acquisition by a publicly held strategic buyer.
• Represented a provider of city-wide Wi-Fi network equipment and services from inception through multiple rounds of funding and ultimate acquisition by a strategic buyer.

Public Offerings and Rule 144A Offerings

• Represented a REIT in its initial public offering.
• Represented a Canadian REIT in the reorganization of its U.S. operations in connection with its initial public offering in Canada.
• Represented a publicly held physician practice management company in a $160 million Rule 144A debt offering and subsequent registered A/B exchange.
• Represented a publicly held consumer electronics company in a $150 million Rule 144A convertible debt offering and subsequent resale registration statement.
• Represented a publicly held physician practice management company in a $100 million Rule 144A debt offering.
• Represented a publicly held paper manufacturer in a $100 million Rule 144A debt offering.
• Represented the underwriters in $22 million follow on offering of a publicly held restaurant chain.
• Represented a publicly held heavy industry commodity supplier in multiple public offerings of an aggregate of $150 million in debt.
• Represented a publicly held personal computer manufacturer in multiple private investment in public entity (PIPE) transactions involving $17 million of common stock.

Other Significant Transactions

• Represented a hedge fund sponsor in a pre-paid forward equity derivative transaction with a notional value of $160 million involving the sponsor’s general partner interests in a family of hedge funds.
• Represented a hedge fund sponsor in an accreting strike option equity derivative transaction with a notional value of $250 million involving the sponsor’s general partner interests in a family of hedge funds.
• Represented a national bank in its recapitalization of a $270 million loan into publicly traded equity in a communications company and the subsequent resale of the equity in the public market.
• Represented the majority shareholder of a leading independent video game developer company in the reorganization of the company’ and its affiliates’ ownership.
• Represented the owners of a group of affiliated companies that provide last-mile delivery services to an international shipping company in the reorganization of their ownership interests.
• Drafted “Poison Pill” Shareholder Rights Agreements and related anti-takeover defenses for six publicly held companies.

Articles

• Snatching Defeat from the Jaws of Victory (March 2004)
• SEC Adopts Rules Governing Determination and Disclosure of Audit Committee Financial Experts (January 2003)
• SEC Adopts Code of Ethics Disclosure Rules (January 2003)
• SEC Brings First Regulation FD Enforcement Actions (January 2003)
• Court Asks for More Time in Whole Foods Case: Takeover of Wild Oats Delayed Again, Austin-American Statesman (August 2007)
• Are Buyouts Good For Investors Or Not?, CNBC Power Lunch (June 2007)
• IN THE MONEY: Lampert Citigroup Stock Buy May Portend Nothing, Dow Jones News Service (May 2007)

Presentations

• Internal Controls, Ajilon Finance Seminar (March 2004)
• SEC Part 205 Attorney Conduct Standards, Austin In-House Counsel Group (September 2003)
• Who is Responsible for a Company’s Financial Statements, North San Antonio Chamber of Commerce Leadership Lab (June 2003)
• Internal Investigations, Travis County Bar Association (May 2003)
• Beyond Pledge Day: Sarbanes-Oxley and Document Management, Microsoft Solutions Center (September 2002)