In the News

Haynes and Boone Advises Chief Oil & Gas in $500 Million Marcellus Shale Acquisition

DALLAS - At the end of 2013, Chief Oil & Gas and its working interest partners, Enerplus Resources (USA) and Tug Hill Marcellus, acquired MKR Holdings LLC from a subsidiary of Chesapeake Energy Corporation for about $500 million. >>



John C. McGowan

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5211
F +1 214.200.0779

Areas of Practice

Education

  • J.D., Southern Methodist University Dedman School of Law, 2003, cum laude; Staff Editor, SMU International Law Review Association; Phi Delta Phi
  • M.P.A., University of Texas at Austin, 1995
  • B.B.A., University of Texas at Austin, 1995

Bar Admissions

  • Texas, 2003
John C. McGowan

John McGowan is a partner in the Business Transactions section of Haynes and Boone, LLP with more than ten years of experience in acquisitions, divestitures, securities transactions and other complex corporate matters. Prior to law school, John was a consultant with Arthur Andersen and an analyst with Goldman Sachs' wholly-owned real estate subsidiary. During law school, John was an Assistant Vice President at Texas Capital Bank, where he originated and underwrote corporate and real estate loans.

John has experience in various corporate transactions, including:

  • Negotiating mergers and acquisitions of both assets and stock of publicly and privately held companies, including portfolio companies of private equity funds. 
  • Assisting clients in buy-outs and recapitalizations. 
  • Representing issuers in offerings of equity, debt and convertible securities. 
  • Structuring and forming business entities, including corporations, partnerships and limited liability companies.
  • Representing clients in private placements of securities and venture capital financings. 
  • Assisting clients in general corporate matters.

Example transactions in which John has participated include his representation of: 

  • The Curotto-Can, Inc., known for its automated carry can that mounts to the forks of a commercial front loader, in its stock sale to The Heil Co. d/b/a Environmental Solutions Group.
  • SunTx Capital Partners in its sale of Huron Inc., an automotive industry part manufacturer.
  • Meisel Photographic Corporation in the sale of substantially all of its assets to a wholly-owned subsidiary of R.R. Donnelley & Sons Company.
  • Skid-O-Kan, Co., a waste management company, in the sale of substantially all of its assets.
  • The sellers in the sale of ownership in Curves International, Inc. and Curves for Women II, L.C. to Curves International Holdings, Inc. and NCP-CW Corp., respectively. Curves is the largest fitness club franchise in the world.
  • Ruby Tuesday, Inc. in its $24 million acquisition of the assets, including intellectual property rights, the assets of seven company owned restaurants and royalties from five franchised restaurants, of Lime Fresh Mexican Grill, Inc. and its affiliates.
  • MSC Holdings, Inc. in its merger with and into Patriot Supply Merger Sub, Inc., a subsidiary of Patriot Supply Intermediate, Inc.
  • The seller in their sale of 100 percent of the stock of Chemguard, Inc. to Central Sprinkler Company, a subsidiary of Tyco International.
  • Parallel Petroleum Corporation in the sale of the company to Apollo Management VII, L.P.
  • A publicly-traded energy company in its purchase of non-operated Eagle Ford Shale working interests for $120 million.
  • United Rentals, Inc. in several acquisitions and dispositions of equipment rental companies throughout the United States. 
  • Dean Foods Company in its multiple acquisitions of various dairy assets. 
  • Unified Growth Partners, LLC, through its acquisition company in a strategic roll-up of multiple advanced care veterinary facilities around the United States.
  • Corriente Advisors in its investment in a publicly-traded pharmaceutical company.
  • A private equity fund in structuring a waste management joint venture.
  • A private equity fund in its acquisition of a controlling interest in a producer of high-quality value-added strawberry products for the industrial and food service markets.
  • A private equity fund in its acquisition of a regional leader in the Gulf Coast U.S. in providing environmental remediation and industrial services including demolition, hazardous waste disposal and transportation.
  • A gaming manufacturer in connection with its issuance of preferred securities and subordinated notes to a private equity fund. 
  • An oilfield services company in the sale of its assets to a publicly-traded company.
  • A private equity fund in its acquisition of an environmental remediation company.
  • A non-controlling equity holder in the buy-out and recapitalization of an aviation parts manufacturer.
  • A private equity fund in multiple financings of a telematics company.
  • Affordable Residential Communities, Inc. in its acquisition of NLASCO, Inc.
  • CIC Partners, a private equity firm, in its disposition of the steel drum reconditioning business of IFCO Industrial Container Systems.

Honors

  • Selected for inclusion in Texas Super Lawyers - Rising Stars Edition 2010-2013


Selected Representative Experience


Purchase of Majority Stake in Furniture Wholesaler
Represented private client in connection with the purchase of a majority stake in the furniture wholesaler, Elements International Group, LLC.

Chief Oil Marcellus Shale Acquisition
Represented Chief Oil & Gas and its working interest partners, Enerplus Resources (USA) and Tug Hill Marcellus, in its acquisition of MKR Holdings LLC from a subsidiary of Chesapeake Energy Corporation for about $500 million.

Sale of Assets to Sunbelt Rentals
Represented Shamrock Equipment Rentals, an energy-related business renting into the oil and gas industries, in its sale of the business and assets to Sunbelt Rentals, Inc. for a cash consideration of $24 million.

Movie Theater Merger
Represented Movie Tavern, Inc. in its merger with and into a subsidiary of VSS-Southern Theatres, LLC.

The Curotto-Can, Inc. Sale Transaction
Represented The Curotto-Can, Inc. in its stock sale to The Heil Co. d/b/a Environmental Solutions Group. The Curotto-Can, Inc. is known for its automated carry can that mounts to the forks of a commercial front loader, converting the unit to an automated front loader.

Huron Inc. Sale Transaction
Represented SunTx Capital Partners in its sale of Huron Inc., an automotive industry part manufacturer that is a leading supplier of critical engine and transmission components and assemblies.

Asset Purchase Agreement
Represented Meisel Photographic Corporation, a leader in innovation and custom design for the retail graphics market, in the sale of substantially all of its assets to a wholly-owned subsidiary of R.R. Donnelley & Sons Company.

Asset Purchase Agreement
Represented Skid-O-Kan, Co., a waste management company, in the sale of substantially all of its assets.

Purchase, Contribution and Redemption Agreement
Represented sellers in the sale ownership in Curves International, Inc. and Curves for Women II, L.C. to Curves International Holdings, Inc. and NCP-CW Corp., respectively. Curves is the largest fitness club franchise in the world.

Ruby Tuesday Acquisition of Assets of Lime Fresh
Represented Ruby Tuesday, Inc. in its $24 million acquisition of assets of Lime Fresh Mexican Grill, Inc. and its affiliates. The asset purchase includes the brand's intellectual property rights and the assets of seven company owned restaurants, as well as royalties from five franchised restaurants.

Agreement and Plan of Merger
Represented MSC Holdings, Inc. in its merger with and into Patriot Supply Merger Sub, Inc., a subsidiary of Patriot Supply Intermediate, Inc.

Stock Purchase Agreement
Represented seller in the sale of 100 percent of the stock of Chemguard, Inc. to Central Sprinkler Company, a subsidiary of Tyco International.

TAOS Combines with austriamicrosystems AG (SIX: AMS)
Texas Advanced Optoelectronic Solutions, Inc. (TAOS), a leading optoelectronic solutions provider, combines with austriamicrosystems AG (SIX: AMS), a leading global designer and manufacturer of high-performance analog integrated circuits in a strategic transaction valued at $320 million for cash and stock of AMS.

United Rentals Northwest, Inc. Acquisition of Gulfstar Rental Solutions, LP
Represented United Rentals Northwest, Inc. in its purchase of substantially all of the assets of Gulfstar Rental Solutions, LP.

Purchase and Sale by Kinder
Represented an affiliate of The Thompson Company in the sale of assets to Kinder Morgan Treating LP.

Apollo Management VII, L.P. Acquisition of Parallel Petroleum Corporation
Represented Parallel Petroleum Corporation in the sale of the company to Apollo Management VII, L.P.

Wingate Partners in its Acquisition of USA Environment, LP
Represented Wingate Partners in its acquisition of USA Environment, a regional leader in the Gulf Coast U.S. in providing environmental remediation and industrial services including demolition, hazardous waste disposal and transportation.

Acquisition of USA Environment by Wingate Partners IV, L.P.
Represented Wingate Partners in its purchase of USA Environment L.P.

Wingate Partners in its Acquisition of Cal Pacific Specialty Foods
Represented Wingate Partners in its acquisition of a controlling interest in Cal Pacific Specialty Foods, a producer of high-quality value-added strawberry products for the industrial and food service markets.

Asset Purchase Agreement
Represented United Rentals, Inc. in its purchase of assets from HSS RentX, Inc.

Going Private Transaction - McNeil Partners
Represented McNeil Partners, L.P. in the sale of the company to Whitehall Street/Goldman Sachs.

Dean Foods Co. in Numerous Acquisitions of Various Dairy Assets
Represents Dean Foods Co. in numerous acquisitions of various dairy assets.

Memberships

State Bar of Texas