In the News

Haynes and Boone Advises High Roller Wells in Connection with $239 Million Sale of Oilfield Water Lines LP to NGL Energy Partners LP

DALLAS – Haynes and Boone, LLP advised client High Roller Wells in connection with the just-announced $239.2 million sale by Oilfield Water Lines LP (“OWL”) of its saltwater disposal wells and saltwater hauling business to Tulsa energy transport and propane marketer NGL Energy Partners LP (NYSE:NGL). OWL is a partnership involving High Roller Wells LLC and the Mark Cuban Companies. >>



Darrel A. Rice

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5969
F +1 214.200.0664

Areas of Practice

Education

  • J.D., Southern Methodist University Dedman School of Law, 1972, Order of the Coif; Barristers; Research Editor; Southwestern Law Journal
  • B.S.I.E., University of Arkansas, 1969, "Who's Who Among Students in American Universities and Colleges"

Bar Admissions

  • Texas
Darrel A. Rice

Darrel Rice is a partner in both the Financial Transactions and Business Transactions Practice Groups in the Dallas office of Haynes and Boone, LLP. His practice focuses on 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, and other business transactions, as well as other corporate and securities matters, including SEC reporting and corporate governance matters.

Darrel is also a contributing author on "Acquisition Financing" in the Commercial Finance Guide.

Example Transactions in which Darrel has participated 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
  • 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

  • Represented a manufacturer of turnkey workforce housing solutions for the oilfield and service industries in the sale of assets to a wholly owned subsidiary of a third party lease financing source.
  • Representation of the publicly-held parent of a broker-dealer in connection with its acquisition by merger of 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

  • Represented an oilfield services company in connection with the private placement of notes and LLC interests.
  • Represented a provider of investment and financial services through its subsidiaries, a registered investment adviser and broker-dealer and a bank, in a public offering of shares of common stock.
  • 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

  • "Going Private: Legal and Strategic Considerations," Co-presenter and Co-author, Strafford Legal Seminars webinar, August 17, 2010.
  • "Board of Directors Guide 2010," Haynes and Boone White Paper, March 30, 2010.
  • "Public- Private Investment Program," co-author, Haynes and Boone Alert, April 6, 2009.
  • "Going Private Transactions - An Overview," Haynes and Boone White Paper, October 11, 2007.
  • "Acquisition Financing," Chapter 7 - 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," August 25, 2006.
  • "Compliance with Sarbanes-Oxley and Corporate Governance Reforms," Haynes and Boone White Paper, July 30, 2004. 
  • "Preliminary Agreements in Negotiated Acquisitions – Letters of Intent and Confidentiality Agreements," May 2004.
  • "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 twenty years 

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

Selected Representative Experience


NGL Partners Acquisition - High Roller/OWL
Represented High Roller Wells in connection with $239 million sale of Oilfield Water Lines LP to NGL Energy Partners LP.

Greatwide Logistics and Cardinal Logistics Merger
Haynes and Boone acted as independent counsel to the Special Committee of the Board of Transportation 100 Holdco, LLC, in connection with the merger of its subsidiary, Greatwide Logistics Services LLC, and Cardinal Logistics Management Corp. The merger created a $1 billion-a-year logistics entity in the dedicated contract carriage segment of U.S. trucking.

Sale of Assets of Ameri-Tech Industries, LLC
Represented Ameri-Tech Industries, LLC in the sale of assets to Aries Building Systems, LLC, a wholly owned subsidiary of Reliant Asset Management, LLC.

Represented SWS Group, Inc. in Connection with the S-3 Shelf Registration
Represented SWS Group, Inc. in connection with the S-3 shelf registration of 17,391,304 shares of common stock.

Private Placement - Oilfield Service Company
Represented an oilfield services company in connection with the private placement of notes and LLC interests.

Represented Hudson Holding Corporation in Merger
Represented Hudson Holdings Corporation in connection with its acquisition by Rodman & Renshaw Capital Group, Inc. in exchange for common stock of Rodman & Renshaw Capital Group, Inc. registered under an S-4 Registration Statement.

Represented SWS Group, Inc. in a Registered Public Offering of Common Stock
Represented SWS Group, Inc., a provider of investment and financial services through its subsidiaries, Southwest Securities, Inc., a registered investment adviser and registered broker-dealer, and Southwest Securities, FSB, a bank headquartered in Dallas, in a public offering of 5,000,001 shares of common stock.

Acquisition of National Default Exchange Holdings, LP by American Processing Company, a Subsidiary of Dolan Media Company
Represented National Default Exchange, L.P. in the sale of stock to American Processing Company, LLC, a subsidiary of Dolan Media Company, for a total consideration of approximately $208 million.

Project Finance - Irradia, SRL (Peru)
Advising of Irradia, SRL (Peru) in cross-border project financing of Peruvian LNG Facility.

SWS Group, Inc. in its Acquisition of M.L. Stern & Co, LLC
Represented SWS Group, Inc. in its purchase of stock in M.L. Stern & Co, LLC, a California-based brokerage and asset management company, from Pacific Life Insurance Company.

Sale of Assets of Salty's Well Service Entities
Represented Salty's Manufacturing, Ltd. and its affiliates in the sale of the assets of a group of privately held limited partnerships operating oilfield services businesses to Stallion Oilfield Services, for consideration of approximately $182 million.

Sale of Assets of Ameri-Tech Building Systems, Ltd., Ameri-Tech Transportation, Ltd. and Ameri-Tech Building Systems, LLC
Represented Ameri-Tech Building Systems, Ltd. in the sale of assets to Ashton Capital Partners, LLC.

Acquisition of Privately-Held Company - Mobile Communications
Acquisition by a privately-held company of the assets of another privately-held company relating to a digital high-frequency FM network for mobile assets.

Acquisition - Banking and Insurance
Formation of a limited liability company bank operating subsidiary and related acquisition of an insurance premium finance company.

Acquisition of AEL Industries, Inc. by Tracor, Inc.
Acquisition of a publicly-held defense contractor, AEL Industries, Inc., for a total consideration of approximately $120 million.

Acquisition of Assets of Westmark by Tracor, Inc.
Acquisition of substantially all the assets of Westmark Systems, Inc. in exchange for 8,267,435 shares of Common Stock of Tracor, Inc., and registration on combined S-3/S-4 Registration Statement.

Public Offering - SWS Group, Inc.
Underwritten shelf offering of 5,000,001 shares of common stock.

Private Equity Recapitalization - National Default Exchange Holdings, LP
Recapitalization with Trinity Hunt Partners, III and others for total consideration of $90 million.

Private Equity Recapitalization - Software and Internet Solutions Company
Series A convertible preferred stock recapitalization of a privately-held company engaged in software and internet solutions for property management.

Public Offering - Tracor, Inc.
Public offering of 4,600,000 shares of common stock.

Joint Venture Formation - Privately-Held Oilfield Services Limited Liability Company
Formation of privately-held limited liability company joint venture for oilfield services business relating to subsea well abandonment and plugging services with respect to subsea oil and gas wells in offshore waters of the United States and other national and international waters.

Tender Offer and Merger Agreement
Tender offer and merger agreement for the acquisition of defense contractor Tracor, Inc. by General Electric Company, p.l.c., for total consideration of approximately $1.4 billion.

Rule 144A Offering - Public Company
Rule 144A Offering of $250 million senior subordinated notes for a public company.

Tender Offer - CEC Entertainment, Inc.
Tender offer by CEC Entertainment, Inc. relating to its offer to amend certain stock options under its Stock Option Plan with exercise prices which were less than fair market value on the exercise date.

Secondary Public Offering of Common Stock
Show Biz Pizza Time, Inc. (now CEC Entertainment) secondary public offering of 3,621,476 shares of common Stock by The Hallwood Group Incorporated.

Tender Offer and Consent Solicitation - Public Company
Tender offer and consent solicitation for senior subordinated notes for a public company.

Acquisition of T-Netix, Inc by a Private Equity Firm
Acquisition of T-Netix through tender offer by H.I.G. Capital, LLC for total consideration of approximately $72 million.

Exchange Offer - Public Company
Exchange offer for senior subordinated notes for a public company.

Public Offering of Common Stock - Tracor Inc.
Public offering of 5,710,162 shares of Common Stock.

Acquisition of the Assets of a Privately-Held Drugstore Chain
Acquisition by a privately-held company of the assets of a privately-held drugstore chain, and related financing (senior and subordinated debt).

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

03/30/2010 - Board of Directors Guide 2010
The current difficult business environment poses many challenges to boards of directors. This outline is intended to assist board members in understanding the proper role and functioning of the board in the new political and regulatory environment in which we live.

04/06/2009 - Public-Private Investment Program
On March 23, 2009 the Treasury Department, in conjunction with the Federal Deposit Insurance Corporation (“FDIC”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), announced the creation of the Public-Private Investment Program (“PPIP”), which is designed to provide public support to catalyze the purchase and sale of legacy assets through Public-Private Investment Funds (“PPIF”).

10/11/2007 - Going Private Transactions - An Overview
“Going private” transactions describe the process of private equity firms, major shareholders, management, or affiliates of a publicly held company taking the company private by buying out the public’s stockholdings.

08/25/2006 - Corporate Governance: Advising Directors on How to be Effective Directors Under New and Changing Standards for Director Conduct

07/30/2004 - Compliance With Sarbanes-Oxley and Corporate Governance Reforms
The Sarbanes-Oxley Act of 2002 (“SOX” or “Sarbanes-Oxley”) was signed into law by President Bush on July 30, 2002 in an attempt to help eliminate accounting fraud and restore confidence in the nation’s financial markets following the collapse of Enron and other accounting fraud and corporate governance scandals. 

05/01/2004 - Preliminary Agreements in Negotiated Acquisitions - Letters of Intent and Confidentiality Agreements