Representative Transactions

Steven R. Block | Warren W. Garden | Christopher M. McNeill

Warren W. Garden

Mergers & Acquisitions

• Represented Pioneer Natural Resources Company (public) in its $1.2 billion acquisition of Chauvco Resources Ltd. (public)
• Represented Pioneer Natural Resources USA, Inc. in its divestiture of $410 million of oil and gas properties to Costilla Energy, Inc. (public)
• Represented Tecnol Medical Products, Inc. (public) in its $400 million acquisition by Kimberly-Clark Corporation (public)
• Represented Marcus Cable Company in its $345 million acquisition of cable systems from Sammons Cable Company
• Represented Network Multi-Family Security Corporation in its $225 million acquisition by Western Resources Inc. (public)
• Represented Shore Terminals LLC in its $160 million acquisition by Kaneb Pipe Line Partners, L.P. (public)
• Represented StatesRail, Inc. in its $120 million acquisition by RailAmerica, Inc. (public)
• Represented ANZ Terminals Pty Ltd. in its $65 million acquisition of petroleum storage terminal assets located in New Zealand from Valero L.P.
• Represented StatesRail, Inc. in its $60 million acquisition of a group of 11 short-line railroads from Kyle Railways, Inc.
• Represented Hartco, Inc. in its $50 million acquisition by Mail Contract Holdings, Inc.
• Represented Greenstone, Inc. in its $25 million acquisition of a private supplier of aluminum roofing accessories
• Represented Shore Terminals LLC in its $22 million acquisition of petroleum storage terminal assets from Time Oil Co. and Superior Oil Co.
• Represented Arthur Building Systems, Inc. in its $20 million acquisition by Resun Leasing, Incorporated
• Represented StatesRail, Inc. in its $20 million acquisition of railroad assets from The Burlington Northern and Santa Fe Railway Company (public)
• Represented CARR Separations, Inc. in its $18 million acquisition by Kendro Laboratory Products, L.P.
• Represented ICN Pharmaceuticals, Inc. (public) in its $14 million acquisition of Medical Alliance, Inc. (public)
• Represented FCS Enterprises, Inc. in its $8 million acquisition of a private trading card company from RC2 Corporation (public)
• Represented various hedge funds and private equity funds in direct equity investments of $1 million to $15 million in private companies

Securities Offerings

• Represented Pioneer Natural Resources Company (public) in its offering of $350 million 6.50% Senior Notes due 2008 and $250 million 7.20% Senior Notes due 2028 through Salomon Smith Barney
• Represented National Gypsum Company in the issuance of Common Stock ($500 million), Warrants ($28 million), and Subordinated Debentures ($100 million) in connection with its bankruptcy reorganization
• Represented Lincoln Property Company in connection with its $320 million initial public offering of shares of beneficial interest by its newly formed real estate investment trust through Goldman, Sachs & Co.
• Represented Hicks, Muse & Co. Incorporated in connection with the private placement of up to $250 million of capital commitments to its Leveraged Acquisition Equity Fund
• Represented Parker & Parsley Petroleum Company (public) in a Rule 144A and Regulation S offering of $190 million of 6¼% Convertible Monthly Income Preferred Shares (Convertible MIPS) through Goldman, Sachs & Co., and others
• Represented Dell Computer Corporation (public) in a Rule 144A and Regulation S offering of $110 million of Series A Convertible Preferred Stock through Goldman, Sachs & Co.
• Represented Dino Investments LLC in connection with the private placement of $95 million of member interests
• Represented OccuSystems, Inc. in its $65 million initial public offering of Common Stock through Donaldson, Lufkin & Jenrette Securities Corporation, Alex. Brown & Sons Incorporated, and Smith Barney Inc.
• Represented TI Investments, LLC in connection with a $60 million convertible preferred stock offering by Trinity Industries, Inc. (public)
• Represented Parker & Parsley Petroleum Company (public) in a $60 million secondary offering of Common Stock through Goldman, Sachs & Co.
• Represented Greenstone, Inc. in its $35 million investment in the common stock of Darling International Inc. (public)
• Represented M-Heat Investors, LLC in connection with a $30 million senior secured exchangeable note offering
• Represented ILTS, LLC in connection with a private placement of $12 million of limited liability company interests

Private Investments in Public Equities (PIPE)

• Represented Gryphon Master Fund, L.P, CSSF Master Fund, LP and various other hedge funds in more than 100 PIPE offerings

Bank Financings

• Represented Pioneer Natural Resources Company (public) in connection with obtaining its $1.075 billion primary senior bank facility, and its $300 million 364-day senior bank facility from a consortium of banks led by NationsBank of Texas, N.A.
• Represented Chauvco Resources Ltd. in connection with obtaining its $300 million senior bank facility from a consortium of banks led by Canadian Imperial Bank of Commerce
• Represented StatesRail, Inc. in connection with a $40 million credit facility obtained from a consortium of banks led by The First National Bank of Boston
• Represented Network Multi-Family Security Corporation in connection with its $40 million senior credit facility obtained from The First National Bank of Boston

Venture Capital Financings

• Represented OccuSystems, Inc. in connection with a $15 million venture capital investment made by The Travelers Indemnity Company
• Represented The Media Farm, Inc. in connection with a $10 million venture capital investment made by The Texas Growth Fund and Madison Investment Partners
• Represented Mouse Products, Inc. in connection with a $7.5 million venture capital investment made by investors affiliated with The Staubach Company
• Represented Integrated Concepts, Inc. in connection with a $7 million venture capital investment made by Chaparral 2000, Ltd. and First Dallas Ventures, Ltd.
• Represented Capital Southwest Venture Corporation and Seed Company Partners, L.P. in connection with their $6.5 million venture capital investment in OBJX Group, Inc.
• Represented Seed Company Partners, L.P. in connection with its $5 million venture capital investment in GTESS Corporation

Bridge Financings

• Represented various hedge funds and private equity funds as lenders in bridge financings of $200,000 to $8 million in loan proceeds

Other Transactions

• Represented Pioneer Natural Resources USA, Inc. in its tender offer to purchase $560 million aggregate principal amount of senior subordinated notes issued by its predecessor
• Represented Applause, Inc. in connection with its $200 million comprehensive capital restructuring
• Represented Lamonts Corporation in connection with the financial restructuring of $152 million of its debt securities
• Represented Onyx Holdings, Inc. in its $63 million joint venture with Winterfold Investment Corporation
• Represented Dealer Vehicle Conduit, Inc. in connection with the private securitization of $40 million of assets
• Represented BlueEarth Investors, LLC in connection with a joint venture for a $60 million biodiesel project in Hawaii

Other Areas of Expertise

• Represent hedge funds and broker-dealers in responding to and defending SEC inquiries and investigations and criminal probes primarily related to securities transactions
• Act as expert witness for private parties in litigation involving corporate and securities matters