Recent Publications

Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 4 of 4

This is the fourth client alert in a series of four generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted health care legislation, (ii) some of the steps a business owner should consider taking in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider in this process in an effort to maximize the after-tax benefits to the owners and to help ensure a smooth sales process. >>

Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 3 of 4

This is the third client alert in a series of four alerts generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted federal legislation, (ii) some of the steps a business owner should take in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider to maximize the net after-tax benefits to the owners and to help ensure a smooth sales process. >>

Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 2 of 4

This alert is the second in a series of four generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted health care legislation, (ii) many of the steps a business owner should consider taking in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider in this process in an effort to maximize the after-tax benefits to the owners and to help ensure a smooth sales process. >>

Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 1 of 4

This alert highlights the imminent changes to the tax laws in 2011 (e.g., the sunset of the Bush era tax cuts) and the changes that will arise in later tax years (e.g., tax provisions contained in certain parts of the recently enacted health care legislation) that may affect a decision to sell your business this year. >>



Thomas J. McCaffrey

Partner

Houston


1 Houston Center
1221 McKinney
Suite 2100
Houston, Texas 77010
T +1 713.547.2107
F +1 713.236.5661

Areas of Practice

Education

  • J.D., University of Texas, 1985, with honors
  • B.B.A., Finance, University of Texas at Austin, 1982, with high honors

Bar Admissions

  • Texas

Thomas McCaffrey focuses his practice in representing businesses in sophisticated transactional matters in the areas of corporate and partnership law, asset and stock acquisitions, mergers, financings, structuring issues, real estate acquisitions and dispositions, and in strategic planning.

Among the clients represented by Tom are closely-held businesses, individuals, funds, and public companies.  

Selected Client Representations

  • Purchasers in the structuring and acquisition of broadcast, sports, and media divisions from a NYSE company in connection with its restructuring;
  • Private equity firm in the acquisition of a steel manufacturing company out of bankruptcy;
  • Representation of a large hedge fund in a stock purchase transaction where it acquired the controlling interest in a domestic cogeneration facility;
  • Owners of one of the nation's largest arena management companies in the disposition of their business;
  • Owners in the disposition of a consolidated group of companies using a combination of a taxable and non-taxable techniques involving the negotiation of stock purchase, earn-out, and related documents and the creation of new entities, the use of spin-offs and entity conversions, and the implementation of wealth transfer and succession strategies;
  • A NYSE company in connection with the development, construction, and sale-leaseback of its multi-building, worldwide campus headquarters;
  • Representation of selling stockholders in the sale of a software company to a multinational energy services company;
  • Representation of selling stockholders in the sale of an engineering company to a major oilfield equipment manufacturer;
  • Potential acquirers of professional sports franchises;
  • The acquiring company in the stock acquisition of a health care company and simultaneous issuance of preferred stock to new investors and negotiation of bank credit facility;
  • Real estate developers in the acquisition, development, financing, and operation of a variety of projects;
  • A real estate developer in the acquisition and development (and subsequent refinancing) of an "environmentally challenged" property with the use of creative acquisition techniques designed to mitigate environmental risk;
  • Representation of U.S. investors in acquisition and development of thousands of acres of Mexican real estate.

Honors and Certifications

  • Named a Texas Super Lawyer for 2003-2009 (publication of Texas Monthly and Law and Politics) in the Mergers and Acquisitions area
  • Named one of The Best Lawyers in America - Real Estate Law (Woodward/White, Inc., 2006-2011) 
  • Named in Inside Houston Magazine (May 2002) as one of the Best Lawyers in Houston in Corporate Finance/Mergers
  • Named as one of Texas' Best Lawyers (2008) by law.com
  • Board Certified in Commercial Real Estate Law by the Texas Board of Legal Specialization

Presentations and Publications

  • Co-Author, "New Areas of Focus in M&A Due Diligence," Inside the Minds, Business Due Diligence Strategies (Aspatore Books, a Thompson Reuters company, 2010)
  • Guest Lecturer, Columbia Law School, April 14, 2010, "Anatomy of a Private Equity Transaction"
  • "M&A Insight 2010 - Liquidity Alternatives and Impending Tax Issues," Panelist, March 3, 2010, Houston, Texas
  • "M&A Insight 2009," Panelist, May 14, 2009, Houston, Texas
  • Guest Lecturer, Columbia Law School, April 16, 2009, "Management Buyout/Leveraged Financing Case Study"
  • "Sale of the Business: Legal Issues from the Seller's Side, March 17, 2005," presentation to Southwest CEO Council Meeting, Houston, Texas
  • Co-author and speaker, "Selected Issues in Negotiating Purchase and Sale Agreements: Representations and Warranties, 'As-Is' Clauses and Other Provisions," July 1999, South Texas College of Law Conference
  • Author and speaker, "Choice of Entity," March 1999, University of Texas Entertainment Law Institute


Selected Representative Experience


Representation of U.S. Investors - Acquisition and Development of Mexican Real Estate
Represented U.S. investors in the acquisition and development of thousands of acres of Mexican real estate. The acquisition took place over various transactions each one of which had to address many complex United States and Mexican tax issues. Haynes and Boone advised the investors in the tax planning and execution of those transactions, and sometimes even assisted the counterparts and its advisors because of the complexity of the matters.

Debtor-in-Possession Financing and Exit Financing
Represented the administrative agent in connection with the negotiation, documentation, closing and ongoing administration of a debtor-in-possession financing and a subsequent exit financing for a major manufacturer of paper products.

Representation of Selling Stockholders - Engineering Company
Represented the selling stockholders in the sale of an engineering company to a major oilfield equipment manufacturer.

Representation of Selling Stockholders - Software Company
Represented the selling stockholders in the sale of a software company to a multinational energy services company.

Representation of Real Estate Developer in Acquisition
Represented a real estate developer in the acquisition and development (and subsequent refinancing) of an “environmentally challenged” property with the use of creative acquisition techniques designed to mitigate environmental risk.

Representation of Acquiror of Health Care Company
Represented the acquiring company in the stock acquisition of a health care company and simultaneous issuance of preferred stock to new investors and negotiation of bank credit facility.

Representation of Selling Shareholders
Represented the selling shareholders in the disposition of a consolidated group of companies using a combination of a taxable and non-taxable techniques involving the negotiation of stock purchase, earn-out, and related documents and the creation of new entities, the use of spin-offs and entity conversions, and the implementation of wealth transfer and succession strategies.

Memberships

  • Houston Bar Association
  • American Bar Association
  • State Bar of Texas
  • Former Director of Houston Bar Association, Real Estate Law Section
  • United Way - Alexis de Tocqueville Society
  • Advisory Board of Child Advocates
  • Director of SPARKS and Truth and Training (AWANA), 2003-2006, Volunteer, 2008-2010
  • Urban Land Institute - Member of the Commercial & Retail Development Council (Blue Flight)

Online Publications

08/26/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 4 of 4
This is the fourth client alert in a series of four generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted health care legislation, (ii) some of the steps a business owner should consider taking in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider in this process in an effort to maximize the after-tax benefits to the owners and to help ensure a smooth sales process.

08/18/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 3 of 4
This is the third client alert in a series of four alerts generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted federal legislation, (ii) some of the steps a business owner should take in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider to maximize the net after-tax benefits to the owners and to help ensure a smooth sales process.

08/10/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 2 of 4
This alert is the second in a series of four generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted health care legislation, (ii) many of the steps a business owner should consider taking in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider in this process in an effort to maximize the after-tax benefits to the owners and to help ensure a smooth sales process.

08/03/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 1 of 4
This alert highlights the imminent changes to the tax laws in 2011 (e.g., the sunset of the Bush era tax cuts) and the changes that will arise in later tax years (e.g., tax provisions contained in certain parts of the recently enacted health care legislation) that may affect a decision to sell your business this year.

01/11/2010 - Estate, Gift, and Generation-Skipping Tax Confusion
The transfer tax situation for 2010 could hardly be more confusing. This alert summarizes issues related to making transfers to children or grandchildren in the current tax environment.

12/22/2009 - Year-End Limited Partnership/Limited Liability Company Administrative Considerations
Here is a compiled list of administrative issues for owners of Texas limited partnerships or limited liability companies (“LP/LLC”) to consider as December 31 approaches. Although some of these issues are not necessarily time-sensitive, year-end is a good time to consider whether your entity is in compliance with state and federal requirements.

12/17/2009 - Tax Planning for a Happy New Year
As the end of the year approaches, it is a good time to consider actions that may lower your tax bill this year and possibly next year as well. Year-end tax planning could be especially beneficial this year because several tax breaks will not be around next year unless Congress acts to extend them.

11/03/2009 - 2010 Conversion of a Traditional IRA to a Roth IRA
Currently, only taxpayers with modified adjusted gross income of $100,000 or less (who are not married filing separately) may convert a traditional IRA to a Roth IRA. Beginning January 1, 2010, the $100,000 limitation will be eliminated, and all taxpayers (including married taxpayers filing a separate return) may make such a conversion.

10/29/2009 - Estate Tax Uncertainty Continues
With nine weeks left in 2009, the fate of the federal estate tax remains unsettled. If Congress does not act before 2010, the estate tax will be repealed for one year (the gift tax continues in effect with the current $1,000,000 exemption), then the estate tax will be restored on January 1, 2011 with a $1,000,000 per taxpayer exemption and a top marginal rate of 55% (except for estates between $10,000,000 and about $20,000,000, with a top marginal rate of 60%).

10/27/2009 - Rollovers of 2009 Required Minimum Distributions
This alert provides updated information on requirements for 2009 required minimum distributions (RMDs) from IRAs and qualified defined contribution plans, including 401(k) plans.

07/31/2009 - Expectations for Buyers Changing in Today’s Market
Tom McCaffrey, a panelist at the recent “M&A Insight 2009” seminar for small to medium-sized Houston businesses, responds to questions about today's market.

06/18/2009 - Congressional Climate: Estate Tax Rates, Short-Term GRATs, and FLP Discounts
While we still have not seen a serious proposal to make major changes to the federal estate tax exemption and rates, pending proposals would prohibit short-term grantor retained annuity trusts (“GRATs”) and reduce or eliminate certain valuation discounts on transfers of minority interests in closely-held entities, such as family limited partnerships (“FLPs”).

05/14/2009 - M&A Insight 2009
Presentation slides from a mergers and acquisitions panel discussion featuring experts in the investing and financing, legal and accounting arenas.

04/16/2009 - Proposed Changes to Federal Estate Tax Laws
This alert from Haynes and Boone's Private Client Group lawyers provides an overview of two proposed changes to federal estate tax laws: the Baucus Bill and an amendment to President Obama's budget plan.

02/18/2009 - House Bill Attacks Valuation Discounts for Family Entities
Under current law, when an individual transfers a minority interest in a closely-held entity, appraisers often apply significant discounts to the value of the business because there is no readily available market to sell the interest and the owner has no control over the entity (including when and if distributions are made). An estate tax bill was recently introduced in the House of Representatives (HR 436, Pomeroy (D-ND)) that would restrict estate and gift tax benefits associated with closely-held entities, including family limited partnerships (“FLPs”).

Selling a Business--A View from the Seller's Side

Sale of the Business: Legal Issues From the Seller's Side