Darrel Rice, included in "Best Lawyers in America" for the past nineteen years, has extensive experience in diverse areas of corporate finance, including mergers and acquisitions, public and private offerings of securities, and private equity, venture capital, and debt financing transactions. He is experienced in representing companies, financial institutions, boards of directors, and individuals in connection with mergers, asset acquisitions, stock purchases, loan portfolio transactions, joint ventures, asset securitization transactions, and other business agreements, as well as other corporate and securities matters, including SEC reporting and corporate governance matters. He is a contributing author on "Acquisition Financing" in the Commercial Finance Guide. Representative matters include:

Lending and Debt Financing Transactions

• Numerous bank credit agreement and debt financing transactions, including acquisition financings, mezzanine financings, loan restructures, syndicated loan transactions, and all types of secured and unsecured credit facilities, representing either creditors or borrowers
• Representation of banks in connection with defaulted loans, workouts, and restructures of credit facilities
• Asset securitization transactions, including representation of an issuer in connection with Rule 144A offerings of fixed rate mortgage-backed notes, secured by notes for the purchase of residential resort properties
• Representation of a publicly-held company in connection with a registered exchange offer for its senior subordinated notes
• Representation of a publicly-held company in connection with a tender offer and consent solicitation for its senior subordinated notes
• Representation of a publicly-held company in connection with the private placement of its senior subordinated notes
• Representation of a publicly-held company in connection with a Rule 144A offering of its senior subordinated notes
• Representation of a privately-held company in the cross-border bank project financing of a Peruvian LNG facility  

M&A Transactions

• Representation of the publicly-held parent of a broker-dealer in connection with its acquisition by merger by another publicly-held company
• Representation of a publicly-held broker-dealer in connection with its acquisition of a privately-held broker-dealer and asset management company
• Representation of a publicly-held defense contractor in connection with its acquisition of another publicly-held defense contractor
• Representation of a publicly-held telecommunications company in connection with its acquisition by a private equity firm
• Representation of a publicly-held defense contractor in connection with the acquisition of a defense-related company, in exchange for shares of common stock, including registration of the shares with the SEC
• Representation of a publicly-held defense contractor in connection with its acquisition through tender offer by a publicly-held British company
• Representation of a privately-held mortgage default and foreclosure outsourcing firm in connection with its acquisition by a public company in exchange for cash and stock
• Representation of the sellers of a group of privately-held oilfield services companies in connection with their acquisition by a public company
• Representation of a private equity firm in connection with its acquisition of the assets of a privately-held company in the mobile communications business
• Representation of a private equity firm in connection with its acquisition of a privately-held drugstore chain, and related acquisition financing, including senior and subordinated debt
• Representation of a bank in connection with the formation of a limited liability company bank operating subsidiary and related acquisition of an insurance premium finance company

Securities Offerings

• Representation of the publicly-held parent of a broker-dealer in connection with an underwritten shelf offering of common stock
• Representation of a publicly-held defense contractor in connection with multiple public offerings of common stock
• Representation of a publicly-held restaurant company in connection with a secondary public offering of shares of its common stock
• Representation of a joint venture as issuer in a private placement of limited liability company interests in connection with a an oil field services business relating to subsea well abandonment and plugging
• Representation of a privately-held mortgage default and foreclosure outsourcing firm in connection with its recapitalization by a private equity firm
• Representation of a privately-held company engaged in providing software and Internet outsourcing solutions for property management, in connection with its private placement of Series A Convertible Preferred Stock in a recapitalization by a private equity firm
• Representation of the issuer in a private placement of limited liability company membership interests and senior secured notes by a privately-held oilfield services company
• Representation of a public company in connection with its tender offer to amend stock options issued under its stock option plan
• Representation of a publicly-held company in connection with its Rule 144A offering of common stock

Corporate Governance, Securities Disclosure, and Regulatory Compliance

• Representation of public, private, and nonprofit corporations in connection with corporate governance matters, including corporate governance structures, procedures, and committee charters
• Representation of public companies in connection with securities law reporting and disclosure matters, including preparation and filing of periodic reports with the SEC
• Representation of banks and broker-dealers in connection with various regulatory compliance matters
• Representation of boards of directors in connection with compliance with their fiduciary duties
• Representation of special board committees in connection with related party “conflict of interest” transactions

Recent Selected Speeches and Publications

• "Corporate Governance and the Role of the Board in 2013"
• "Going Private: Legal and Strategic Considerations," Co-presenter and Co-author, Strafford Legal Seminars webinar, August 17, 2010
• "Board of Directors Guide 2010"
• "Going Private Transactions - An Overview"
• "Acquisition Financing," Chapter 7 of Commercial Finance Guide (Matthew Bender & Company, Inc., 2008)
• "So You Want to be a Director? How to be an Effective Director under New and Changing Standards for Director Conduct"
• "Compliance with Sarbanes-Oxley and Corporate Governance Reforms"
• "Mergers and Acquisitions: Getting the Deal Done - Current Legal Issues"
• "Potential Liabilities for Legal Opinions in Securities Transactions"
  

Professional Recognition

• Recognized as one of The Best Lawyers in America for the past nineteen years 

• Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™

Selected Representative Experience

Memberships

• State Bar of Texas, Business Law Section Legal Opinions Committee
• American Bar Association: Business Law Section; ABA Negotiated Acquisitions Committee; and ABA Venture Capital & Private Equity Committee
• Dallas Bar Association, Corporate Counsel Section and Securities Section
• Texas Association of Bank Counsel
• Life Fellow, Texas Bar Foundation
• Director and General Counsel, Dallas Zoological Society
• Past Director and Past President, Dallas CASA
• Director and Executive Committee Member, Camp John Marc
• Past Director, Jubilee Park & Community Center Corporation
• Advisory Director, National Association of Corporate Directors (NACD) - North Texas Chapter
• Director, Dallas CASA Endowment Fund
• Trustee, Schreiner University

Online Publications