In the News

National Women’s Council Honors Debra Hatter as One of 25 Top Houston Business Women

HOUSTON – Haynes and Boone, LLP Partner Debra Hatter has been selected as one of the Top 25 Business Women in Houston by the National Women’s Council, recognizing women professionals who have reached the top of their careers and are respected and successful leaders within their organizations. >>

Haynes and Boone Advises Consolidated Graphics in R.R. Donnelley Merger

HOUSTON - A team of Haynes and Boone, LLP lawyers represented Consolidated Graphics, Inc. a commercial printing company, in its sale for $620 million to integrated communications provider R.R. Donnelley & Sons Company.

The Haynes and Boone deal team was led by Houston Partner Ricardo Garcia-Moreno and included Houston Partners Guy Young, Debra Hatter and Jesse Gelsomini; Dallas Partner Andy Ehmke; and Houston of Counsel John Harper. Houston Associates Salvador Castaneda, Sameer Saxena and Simin Sun also assisted. >>



Recent Publications

Bloomberg BNA Mergers and Acquisitions Law Report Guest Article: Buyer Beware: Social Media Due Diligence in M&A

The social media landscape has advanced rapidly and is changing the way all businesses operate. >>

HSR Update: Antitrust Scrutiny of Non-reportable Transactions

Even if the parties determine that a proposed transaction is not subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”), the parties should take note of the recent activities and current views of agency staff regarding investigations of non-reportable transactions. >>

Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions

On January 17, 2014, the Federal Trade Commission (FTC) announced increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). >>

Diversity Highlights (2013)

The Attorney Diversity Committee (ADC) at Haynes and Boone, LLP is comprised of more than 60 attorneys, management and administrative team members that meets each month to advance our firm’s numerous diversity efforts. This document summarizes the efforts and accomplishments of 2013. >>



Debra Gatison Hatter

Partner

Houston


1221 McKinney Street
Suite 2100
Houston, Texas 77010
T +1 713.547.2615
F +1 713.236.5437

Areas of Practice

Education

  • J.D., University of Pennsylvania Law School, 1994, Editor, University of Pennsylvania Law Review
  • B.S.E., Mechanical Engineering, University of Pennsylvania, 1991

Bar Admissions

  • Texas
  • Pennsylvania
  • Maryland

Judicial Clerkships

Honorable Clifford Scott Green, U.S. District Court, Eastern District of Pennsylvania, 1994-1995
Debra Gatison Hatter

Debra Hatter has nearly 20 years of experience representing public and private companies, financial sponsors and underwriters in corporate finance, M&A, divestitures, joint ventures and strategic transactions in a diverse range of industries including, the restaurant and food services, technology, energy, media, telecommunications, chemical, retail, financial, software and waste industries.

Ms. Hatter also regularly provides advice and counseling on commercial matters, Hart-­Scott­-Rodino Act (HSR) antitrust compliance, joint development agreements and the transfer and acquisition of technology assets including websites, domain names, social networking accounts and other online marketing tools.

Representative Engagements include:

  • Representing private equity fund co-sponsor in its initial leveraged buyout and purchase transaction and subsequent recapitalization of Spencer Enterprises Inc., a decorative pillows and window coverings designer and manufacturer.
  • Representing Halliburton Energy Services, Inc. in its acquisition of an oil well data testing and analysis services company.
  • Representing public international full service restaurant chain in acquisition of minority interest in Korean restaurants.
  • Representing AT&T in acquisitions of FCC wireless spectrum licenses from private sellers in markets across the nation.
  • Representing AT&T in warrant investments in connection with strategic transactions.
  • Representing Waste Management, Inc., in a strategic equity investment in Peninsula Compost Company, LLC, which operates a composting facility in Wilmington, Delaware.
  • Representing Waste Management, Inc., in a majority equity investment in Garick, LLC which operates an organics recycling and composting company.
  • Representing Halliburton Energy Services, Inc. in its acquisition of an oilfield wireline services and equipment rental company.
  • Representing Geokinetics, Inc. in its purchase of onshore seismic and multi-client library business of Petroleum Geo-Services Onshore, Inc.
  • Representing Waste Management and its subsidiaries in a roll-up transaction by its contribution of assets and properties of two joint ventures to 1-800-Pack-Rat, LLC. Waste Management led the negotiations as a result of receiving a majority equity interest in 1-800-Pack-Rat, LLC along with board control. The transaction included the simultaneous contribution of assets and properties in exchange for equity by six other joint venture partners and franchisees to 1-800-Pack-Rat, LLC.
  • Representing bondholders of national restaurant chain in corporate restructuring.
  • Representing seller of multi-unit developer of retail mattress chain to pre-IPO private equity fund portfolio company in reorganization and merger and creation of new entity.

Professional Honors

  • Honored as a "Role Model" by Women's Chamber of Commerce - Houston (September 2013)
  • Voted a "Texas Super Lawyer" (Texas Monthly, 2010)
  • 2009 Executive Volunteer of the Year Award - Youth About Business M&A Camp

Recent Speeches and Publications

  • Author - "Buyer Beware: Social Media Due Diligence in M&A," Bloomberg Law Reports (October 2014)
  • Panelist - Social Media (February 2014)
  • Co-Author – "Social Media Law," 91 Corporate Practice Series (BNA) (August 2013)
  • Article - "Buyer Beware: Social Media Due Diligence in M&A," Bloomberg Law Reports (January 2012)
  • Article - "Damages Limitations in NDAs and Confidentiality Agreements," co-author (January 2012)
  • Speaker - CLE presentation on Ethical Issues in Social Media (January 2012)
  • Article - "Executory Contracts With Multiple Personalities," Law360 (November 2011)
  • Article - "Streamlining HSR Act Reporting," Law360 (July 2011)
  • Article - "Swimming in Unsettled Waters: Fiduciary Duties and LLCs," Houston Lawyer (July/August 2011)
  • Speaker - "Negotiation Skills for Business Lawyers" (2007)
  • Speaker - "Practical Issues in Commercial Arbitration Agreements" (2007)

Selected Representative Experience


$68.5 Million Disposition of Oklahoma Oil and Gas Properties
Represented independent oil and gas company in the $68.5 million disposition of producing and non-producing oil and gas properties located in Oklahoma, including leases located on state and Bureau of Indian Affairs lands.

Purchase of Intellectual Property Assets
Represented an energy services company in its acquisition of intellectual property assets from Harris Machining, LLC.

Sale of Seanic Ocean Systems
Represented Seanic Ocean Systems, a Houston-based offshore tooling company, in the sale of all of its outstanding stock to SCF Partners.

Acquisition of Wireless Spectrum Licenses
Represented a multinational telecommunications company in its acquisition of wireless spectrum licenses from Bend Cable Communications, LLC.

Acquisition of Wireless Spectrum Licenses
Represented a multinational telecommunications company in its acquisition of wireless spectrum licenses from Greenfly, LLC.

Acquisition of Wireless Spectrum Licenses
Represented a multinational telecommunications company in its acquisition of wireless spectrum licenses from Technology Group, LLC.

Equity Rollover Transaction
Represent U.S. sellers in an equity rollover transaction in which a U.S. private equity firm acquired a controlling interest in the target U.S. and Canadian businesses.

AT&T/i-700
Represented AT&T in its acquisition of FCC licenses from i-700.

AT&T/Cavalier
Represented AT&T in its acquisition of FCC licenses from Cavalier Wireless.

AT&T/OnAsset
Represented AT&T in its warrant investment.

Recapitalization of Spencer N. Enterprises Inc.
Represented private equity fund in its recapitalization of Spencer Enterprises Inc., a decorative pillows and window coverings designer and manufacturer.

Investment in Peninsula Compost Company, LLC
Represented Waste Management, Inc., in an investment in Peninsula Compost Company, LLC (PCC), which operates a composting facility in Wilmington, Delaware.

Acquisition of Intellectual Property Assets of Ometric Corporation
Represented Halliburton Energy Services, Inc. in its acquisition of intellectual property assets of Ometric Corporation, a South Carolina corporation.

Acquisition of Onshore Seismic Data and Multi-Client Data Library Business of Petroleum Geo-Services ASA
Represented Geokinetics, Inc. in its purchase of onshore seismic and multi-client library business of PGS Onshore, Inc.

Purchase of Assets
Represented Waste Management Bagco, LLC in the purchase of substantially all of the assets of TUBS, Inc's Bagster® business.

Acquisition of Majority Interest
Represented Waste Management and its subsidiaries in a roll-up transaction by its contribution of assets and properties of two joint ventures to 1-800-Pack-Rat, LLC. Waste Management led the negotiations as a result of receiving a majority equity interest in 1-800-Pack-Rat, LLC along with board control. The transaction included the simultaneous contribution of assets and properties in exchange for equity by six other joint venture partners and franchisees to 1-800-Pack-Rat, LLC.

Representation of Public Waste Company in Acquiring Electronic Waste Recycling Assets
Represented international public waste company in multiple asset acquisitions involving electronic waste recycling.

Representation of Public Waste Company in Branded Retail Product Acquisition
Represented international public waste company in acquisition of branded disposable waste container retail product line.

Representation of Public Waste Company in Asset Acquisition from Foreign Seller
Represented international public waste company in asset acquisition of disposable waste container retail product business from Canadian seller.

Asset Purchase Agreement by and between WM Universal Waste Lamptracker 2, Inc. and Earth Protection Services, Inc.
Represented international public waste company in multiple asset acquisitions involving electronic waste recycling.

Sale of Restaurants to Venture Fund
Represented a major public restaurant company in the sale of more than 120 restaurants to a venture fund.

Asset Acquisition
Represented strategic buyer of software company in an asset acquisition.

Equity Investment
Represented public telecommunications company in investment in web-based gaming business.

Divestment of Equity Interest - Major Public International Oil Company
Represented major public international oil company in divestment of its equity interest in publicly traded midstream energy service company.

Acquisition
Represented private equity sponsor in leveraged buyout of home interior company.

Acquisition
Represented foreign offshore drilling company as U.S. counsel in its takeover of a competitor.

Acquisition
Represented publicly traded waste company in acquisition of majority interest in a composting company.

Acquisition - Restaurant Chain
Represented full service regional restaurant chain in acquisition of restaurants.

Asset Acquisition of 23 Franchised Restaurants
Represented investor group in asset acquisition of 23 franchised restaurants.

Debt and Equity Investment
Represented hedge funds on an on-going basis with respect to debt and equity investments in publicly traded companies.

Corporate Restructuring - National Restaurant Chain
Represented bondholders of national restaurant chain in corporate restructuring.

Asset Sale to Private Equity Fund
Represented seller of independent yellow pages companies in asset sale to private equity fund and creation of new entity.

Formation of Strategic Joint Venture
Represented international public waste company in formation of strategic joint venture with multiple locations.

Formation of First-Time Private Equity LBO Fund
Represented private equity fund sponsor in formation of first-time private equity LBO fund.

Debt Financing - Start-Up Investment Bank
Represented start-up investment bank in debt financing.

Acquisition of a Pipe Distribution Business
Represented energy technology company in acquisition of a pipe distribution business.

Sale of 40 Restaurants
Represented international casual dining chain in sale of 40 restaurants.

Sale of Majority Interest
Represented email marketing company in sale of majority interest to Australian public company.

Sale of National Party Store Retailer
Represented national party store retailer in sale of 3 retail stores.

Series C Financing
Represented investors in Series C financing of technology company.

Private Equity Purchase
Represented private equity portfolio company in yellow pages industry in purchase of an additional directory.

Investment Fund Representation
Ongoing representation of investment funds, buyers and sellers providing advice on pre-merger compliance under the Hart-Scott-Rodino Antitrust Improvements Act, and federal securities laws in connection with transactions.

Investment Fund in Divestment of Equity Interest
Represented investment fund in divestment of equity interest in publicly traded mobile communications company.

Acquisition of Franchised Restaurants
Represented public restaurant company buyer in acquisition of franchised restaurants.

Acquisition of Municipal Gas System
Represented natural gas distribution company in acquisition of municipal gas system.

Acquisition of Minority Interest in Korean Restaurants
Represented public international full service restaurant chain in acquisition of minority interest in Korean restaurants.

Acquisition of Industrial Facilities
Represented international public waste company in acquisitions of new business units

Reorganization and Merger and Creation of New Entity
Represented seller of multi-unit developer of retail mattress chain to pre-IPO private equity fund portfolio company in reorganization and merger and creation of new entity.

Secondary Sale of Limited Partnership Interest to Investment Fund
Represented public energy company seller in secondary sale of limited partnership interest to investment fund.

Series A Financing
Represented private software company in Series A financing.

Memberships

  • Director, Julia F. Thompson, Inc.
  • Former Director, Houston Area Urban League
  • Co-Founder and Past Chair, Houston Bar Association, Mergers and Acquisitions Section
  • Advisory Board, Youth About Business
  • Affiliate Member, National Association of Investment Companies
  • Member, Women's Energy Network
  • Member, National Bar Association
  • Member, American Bar Association

Online Publications

10/22/2014 - Bloomberg BNA Mergers and Acquisitions Law Report Guest Article: Buyer Beware: Social Media Due Diligence in M&A
The social media landscape has advanced rapidly and is changing the way all businesses operate.

05/08/2014 - HSR Update: Antitrust Scrutiny of Non-reportable Transactions
Even if the parties determine that a proposed transaction is not subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”), the parties should take note of the recent activities and current views of agency staff regarding investigations of non-reportable transactions.

01/23/2014 - Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions
On January 17, 2014, the Federal Trade Commission (FTC) announced increased jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).

07/09/2013 - FTC Makes Changes to Withdrawal and Resubmission Process for HSR Filings
The Federal Trade Commission (FTC) finalized amendments to formally adopt a framework regarding the voluntary withdrawal of Hart-Scott-Rodino (HSR) premerger notification filings and submission without an additional filing fee to allow additional time for enforcement agency review of transactions during the initial HSR waiting period. Significantly, the proposed rules also establish that an HSR filing will be automatically withdrawn when certain filings by the parties are made with the Securities and Exchange Commission (SEC) announcing that a tender offer or agreement has been terminated.

01/18/2013 - Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions
The Federal Trade Commission (FTC) announced its annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) jurisdictional thresholds effective on February 11, 2013.

07/25/2012 - DealThink: Hart-Scott-Rodino (HSR) Basics
You are the general counsel of a public company. One day, the CEO asks you how the “HSR Act” affects the company. This alert provides an overview.

01/30/2012 - Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions
The Federal Trade Commission (FTC) recently announced its annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) jurisdictional thresholds.

01/26/2012 - Bloomberg Law Reports Guest Article: Buyer Beware - Social Media Due Diligence in M&A
Over the last few years, communication has advanced tremendously due in part to new and improved technology. One of the major advancements in electronic communication has been the creation of social media sites (e.g., Facebook, Twitter, MySpace, LinkedIn, YouTube, and various interactive blogs).

11/15/2011 - Law360 Guest Article: Executory Contracts With Multiple Personalities
Rejection of a contract in bankruptcy may not always accomplish a debtor’s goal to shed ongoing contractual obligations and liabilities, especially when dealing with employee benefit plans.

11/03/2011 - Weathering the Storm: Can Executory Contracts Have Multiple Personalities? The Fifth Circuit Finds an Asset Purchase Agreement Amended an ERISA Plan
Rejection of a contract in bankruptcy may not always accomplish a debtor’s goal to shed ongoing contractual obligations and liabilities, especially when dealing with employee benefit plans. On October 13, 2011, the Fifth Circuit Court of Appeals highlighted this issue in its opinion in Evans v. Sterling Chemicals, Inc. regarding the treatment of a pre-bankruptcy asset purchase agreement which contained a provision addressing the debtor-acquiror’s post-closing ERISA retiree benefit plan obligations to its new employees resulting from the transaction.

07/21/2011 - Law360 Guest Column: Streamlining HSR Act Reporting
On July 7, 2011, the Federal Trade Commission announced that it had finalized changes proposed in August 2010 to the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“form”) required to be filed by companies with the FTC and Antitrust Division of the U.S. Department of Justice (collectively, the “agencies”) in connection with certain acquisitions that meet the requisite thresholds and are not exempt.

07/11/2011 - Important Changes to HSR Act Reporting Requirements
On July 7, 2011, the Federal Trade Commission (“FTC”) announced that it had finalized changes proposed in August 2010 to the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“Form”) required to be filed by companies with the FTC and Antitrust Division of the U.S. Department of Justice (collectively, the “Agencies”) in connection with certain acquisitions that meet the requisite thresholds and are not exempt.

05/13/2011 - FTC Premerger Notification Office Revised Position on the Use of Escrows
Recently, the Premerger Notification Office (“PNO”) issued a statement to clarify the use of escrows in connection with transactions subject to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”).

09/10/2010 - Proposed Changes to the Hart-Scott-Rodino Act and the Premerger Notification and Report Form
Recently, the Federal Trade Commission (“FTC”) proposed changes to the Hart-Scott-Rodino Antitrust Improvements Act (“HSR”) and to the Premerger Notification and Report Form (“Form”) required to be filed by companies with the FTC or Antitrust Division of the U.S. Department of Justice (“Agencies”) for their review of certain proposed transactions with a value in excess of $63.4 million (the current size of the transaction threshold).

01/16/2009 - Hart-Scott-Rodino Act: Annual Jurisdictional Thresholds Revisions and Civil Penalties Adjustments
The Federal Trade Commission (FTC) has announced its annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) jurisdictional thresholds. The revised thresholds will become effective on February 12, 2009 and will apply to all transactions closing on or after that date.

01/28/2008 - Annual Revisions to HSR Act Thresholds