In the News

Tom Harris in Dallas Business Journal: Merger mania sweeps Texas, Dallas

In the midst of Texas’ economic prosperity is roaring activity in its mergers and acquisitions market, with the state seeing its highest rate in years during the first half of 2014 ...

Haynes and Boone ranked fifth in Mergermarket’s data for number of deals, completing 19 in the first six months of the year. That netted more than $1.3 billion. Last year, the firm brought in nine deals. >>

Haynes and Boone in D Magazine: DFW’s Top M&A Deals and Dealmakers

Last year was a big year for big business deals in Dallas-Fort Worth, and the number and caliber of nominations in this year’s Mergers and Acquisitions Awards reflected that. Presented by D CEO and the Association for Corporate Growth, the program recognizes outstanding corporate transactions and the dealmakers who help put them together. >>



Tom D. Harris

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5630
F +1 214.200.0464

Areas of Practice

Education

  • J.D., Baylor University School of Law, 1989, cum laude; Baylor Law Review, Executive Editor
  • B.B.A., Economics and Finance, Baylor University, 1986, cum laude

Bar Admissions

  • Texas

Judicial Clerkships

Judge Jerre S. Williams on the United States Court of Appeals for the Fifth Circuit, from 1989 to 1990
Tom D. Harris

Tom Harris helps lead the Mergers and Acquisitions Practice Group at Haynes and Boone, LLP. He has more than 23 years' experience in acquisitions, divestitures, securities transactions and other corporate matters.  He has represented both buyers and sellers in public and private sale-of-business transactions. He also has represented independent committees of boards of directors.

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

  • Wingate Partners portfolio company, Nekoosa Coated Products, LLC, in its acquisition of IGI Corp.
  • The sellers in the sale of Curves International, Inc. and Curves for Women II, LLC.
  • SunTx Capital Partners in the sale of Huron Inc.
  • Port-A-Cool in the sale of all membership interests to Walter Meier Corp.
  • BNSF Logistics, LLC and BNSF Logistics International, Inc. in multiple acquisitions.
  • Fossil Inc. in its acquisition of Skagen Designs, Ltd.
  • Wingate Partners in the sale of Industrial Container Services.
  • Wingate Partners in its acquisition of Dunn Paper and Sunrise Oilfield Supply. 
  • The Boards of Directors of Hassie Hunt Exploration Company and Hassie Hunt Production Company in connection with the sale of the companies, along with Hunt Petroleum Corporation, to XTO Energy.
  • Affordable Residential Communities, Inc. in its acquisition of NLASCO, Inc. and the related financings.
  • The Special Transaction Committee of the Board of Directors of Texas Genco Holdings, Inc. in connection with the sale of publicly-held interests in Texas Genco to GC Power Acquisition LLC, an entity owned by investment funds affiliated with The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group.
  • Cardinal Investment Company, a private equity firm, in its leveraged acquisition of the assets of Furr's Cafeterias out of bankruptcy and its leveraged acquisition, and  subsequent sale, of the steel drum reconditioning business of IFCO Industrial Container Systems.
  • United Rentals, Inc., in more than 70 acquisitions.
  • Hitachi Consulting Corporation in its acquisition of PRIZIM, Inc., Iteration2, Navigator Systems, Inc., Tactica Holdings, Inc., WaveBend Solutions, L.L.C.
  • RadioShack Corporation in its entry into a joint venture with Microsoft Corporation.
  • The Dallas Center for the Performing Arts Foundation, Inc., now known as the AT&T Performing Arts Center, in its public/private venture to design, finance and construct the Winspear Opera House, the Wyly Theatre, a parking garage and other improvements on City-owned property in the downtown Dallas Arts District.
  • The owners of the Dallas Stars hockey franchise in their creation of a venture involving the City of Dallas for the financing, construction and operation of American Airlines Center, the downtown Dallas hockey and basketball arena.

Selected Speeches and Publications

  • "M&A Transactions: Assessing D&O Fiduciary Duties," panelist, CLE Webinar, March 7, 2012.
  • "Significant Shareholders in Public and Private Companies: Problems, Perils and Pitfalls," University of Texas School of Law 33rd Annual Conference on Securities Regulation and Business Law, Dallas, Texas, February 11, 2011.
  • “Mergers & Acquisitions Law 2011: Top Lawyers on Trends and Key Strategies for the Upcoming Year," co-author, Aspatore Thought Leadership, February 1, 2011. 
  • “Annual Mergers and Acquisitions Institute,” planning committee member, The University of Texas School of Law CLE, Houston, Texas, September 30, 2010.
  • “A Case Study on D&O Insurance and Indemnity Protections for Senior Decision-Makers,” 17th Annual SMU Corporate Counsel Symposium, Dallas, Texas, October 16, 2009.
  • “Guidelines Issued for Private Equity Investors Acquiring Failed Banks or Thrifts,” co-author, Haynes and Boone Alert, September 9, 2009.
  • “Private Financing and Other Financing Vehicles,” Conference on Restaurant Law, Dallas, Texas, September 20, 2007.
  • “Indemnification, Exculpation and D&O Insurance Protection of Governing Persons,” State Bar of Texas 4th Annual Advanced Business Law Course, Houston, Texas, October 27, 2006.
  • “Mergers and Acquisitions 2002: Effective Dealmaking in the Post-Boom Economy,” Getting the Deal Done – Current Legal Issues Presentation, Dallas, Texas, June 13, 2002.
  • “If Their Business Judgment Was So Good, How Come They're in Bankruptcy and Other Perplexing Mysteries of the Business Judgment Rule: Corporate Governance Issues for the Financially Troubled Company,” co-author, Journal of Bankruptcy Law and Practice, April 19, 2001.

Professional Recognition

  • Recognized as a Best Lawyer in America - Corporate Law (2013-2014)
  • Recognized as a Best Business Lawyer in Dallas for Corporate Finance/Mergers & Acquisitions by D Magazine (2009)
  • Recognized as a Texas Super Lawyer -  Mergers and Acquisitions (2009-2013)
  • Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™

Selected Representative Experience


$400 Million Credit Facility
Represented E&P company focused on Marcellus Shale in connection with $400 million senior secured second lien credit facility.

Acquisition of AGM Automotive by Trive Capital
Represented Trive Capital, LLC in its acquisition of AGM Automotive, Inc., a global supplier of interior components and systems to the automotive marketplace based out of Michigan.

Sale of Finnish Subsidiary of Flowserve Corporation
Represented Flowserve Corporation as U.S. counsel in the sale of its subsidiary, Naval Oy, to the Finnish valve manufacturer, Vexve Oy, in a transaction that included the sale of its all-welded ball valve product line, a manufacturing facility located in Laitila, Finland and a service and support center located in St. Petersburg, Russia.

Acquisition of NPG Holding, Inc. by an Affiliate of Rock-Tenn Company
Represented NPG Holding, Inc. in its acquisition by an affiliate of Rock-Tenn Company.

Innovative Mag-Drive, LLC Acquisition
Represented Flowserve US Inc. in its acquisition of Innovative Mag-Drive, LLC d/b/a Innomag, a manufacturer of advanced sealless magnetic drive centrifugal pumps.

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.

Strategic Acquisition of Data Services Company
Represented one of the nation's largest background screening providers in the strategic acquisition of a data collection services company.

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.

Acquisition of PromoWorks Assets
Represented CROSSMARK Inc. in its acquisition of all of the assets of PromoWorks, a leading shopper engagement firm.

Acquisition of Metal Finishing Companies
Represented a private equity client in its acquisition of three metal finishing companies based out of California.

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.

Acquisition of MagneCote Business
Represented Nekoosa Coated Products, LLC in its acquisition by an affiliate of the MagneCote business, which manufactures and converts magnetic paper. The MagneCote business was owned by MagnetNotes, Ltd.

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

Acquisition of Marketing Werks, Inc.
Represented CROSSMARK, Inc., a leading consumer goods sales and marketing services company, in its acquisition of Marketing Werks Inc., the largest independent consumer-engagement company in the country.

Harland Clarke Corp. Acquisition of NCP Solutions LLC
Represented Harland Clarke Corp in its acquisition of NCP Solutions LLC, the nation’s largest payment coupon-book provider to the financial services industry.

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.

Acquisition of IGI Corp. and its Subsidiaries by Nekoosa Coated Products, LLC, a Wingate Partners Portfolio Company
Represented Wingate Partners in the acquisition by its portfolio company, Nekoosa Coated Products, LLC, of IGI Corp., parent of RTape Corp. and CET Films Corp., New Jersey-based manufacturers of specialty pressure-sensitive application tapes and extruded films used in the graphic arts industry.

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.

Acquisition of Assets of EP-Team, Inc. by Affiliates of BNSF Logistics, LLC
Represented BNSF Logistics International, Inc. in its acquisition of EP-Team, Inc., a privately held global logistics project cargo provider.

Acquisition of Stock and Assets of Albacor Shipping Inc. (Canada) by Affiliates of BNSF Logistics, LLC
Represented BNSF Logistics, LLC in its acquisition by affiliates of Albacor Shipping Inc., a Canada-based international global project and general cargo provider with locations across North America, Europe and Russia.

Sale of Majority Stake in CROSSMARK Holdings, Inc.
Represented CROSSMARK Holdings, Inc. in transaction which facilitated a majority investment by an affiliate of Warburg Pincus, LLC.

Acquisition of Nekoosa Coated Products by Wingate Partners
Advised Wingate Partners in the purchase of all of the equity interest in Wisconsin-based specialty paper manufacturer Nekoosa Coated Products.

Argo Data Res. Corp. v. Shagrithaya, 380 S.W.3d 249 (Tex. App.—Dallas Aug. 29, 2012, pet. denied)
Obtained reversal and rendition of take-nothing judgment in favor of corporate client on appeal of alleged shareholder oppression claim in which trial court had ordered that corporation be caused to issue an $85 million dividend.

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.

Stock Purchase Agreement
Represented Hitachi Consulting Corporation in the purchase of all of the stock of PRIZIM, Inc.

Membership Interest Purchase Agreement
Represented Port-A-Cool, LLC in the sale of all of its membership interests for $80 million to Walter Meier Corp., a subsidiary of Walter Meier AG. Port-A-Cool, LLC is the leader in evaporative cooling in the United States.

Acquisition of Skagen Designs, Ltd.
Assisted Fossil, Inc. in its agreement to acquire Skagen Designs, Ltd. and certain of its international affiliates for approximately $232 million in cash and 150,000 shares of Fossil common stock. The acquisition closed April 2, 2012.

Sale of the Stock of ICS Holding Corp., Parent of Industrial Container Services, LLC
Represented Wingate Partners and ICS Holding Corp. (ICS) in the sale of all of ICS' stock to Aurora Capital Group.

Acquisition of a Steel Wire Manufacturer by a Private Equity Client
Represented North Texas-based private equity client in its acquisition of a steel wire manufacturer.

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.

CapStar Commercial Real Estate Services, Ltd. sale to Cassidy Turley, Inc.
Represented CapStar Commercial Real Estate Services, Ltd. in the sale of all of its assets to Cassidy Turley, Inc.

Harland Financial Solutions, Inc. in its Acquisition of Software Companies
Represented Harland Financial Solutions, Inc. in its acquisition of Parsam Technologies, LLC, a financial services application software company, and SRC Software Private Limited, and an application development services company.

Renwood Acquisitions, LLC Acquisition of Assets of Heckethorn Manufacturing Co., LLC
Represented Rosewood Investments, Inc. in its purchase of assets from Heckethorn Manufacturing Co., LLC.

CARBO Ceramics, Inc. in its Acquisition of BBL Falcon Industries, Ltd.
Represented CARBO Ceramics, Inc. in its acquisition of BBL Falcon Industries, Ltd., a leading supplier of spill prevention and containment systems for the oil and gas industry.

Agreement and Plan of Merger Between Applied Research Associates, Inc., et. al. and Geo-Marine, Inc., et. al.
Represented Geo-Marine, Inc. in the sale of the company to Applied Research Associates, Inc.

Ben E. Keith Company Acquisiton of Assets of Winn Meat Company, L.P.
Represented Winn Meat Company, L.P. in the sale of assets to Ben E. Keith Company.

Acquisition of Assets of Payments Nation
Represented Viewpointe Archive Services in its purchase of assets from Payments Nation.

Representation of Boards of Directors in Acquisition of Energy Company
Represented the Boards of Directors of both Hassie Hunt Exploration Company and Hassie Hunt Production Company in connection with the $4.5 billion acquisition of Hunt Petroleum Corporation and the Hassie Hunt Companies by Ft. Worth-based XTO Energy.

Wingate Partners IV, L.P. Acquisition of Sunrise Oilfield Supply, Inc.
Represented Wingate Partners in its purchase of stock of Sunrise Oilfield Supply, Inc.

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

Represented Trinity Contractors, Inc. in its Acquisition by Group Maintenance America Corp.
Represented Trinity Contractors, Inc., a $100 million full-service mechanical and electrical contracting firm headquartered in Grand Prairie, Texas it its acquisition by Group Maintenance America Corp. Trinity provides a broad range of engineering, construction, preventive maintenance and other on-site mechanical and electrical services to industrial, institutional and commercial customers throughout the southern United States.

Shagitahya v. Martin and ARGO
Defense of claims of minority shareholder oppression and request for dividend from company to all shareholders.

Special Transaction Committee - Texas Genco Holdings, Inc.
The Special Transaction Committee of the Board of Directors of Texas Genco Holdings, Inc. in connection with the sale of the publicly-held interests in Texas Genco to GC Power Acquisition LLC, an entity owned by investment funds affiliated with The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group.

Memberships

  • State Bar of Texas
  • Dallas Bar Association

Online Publications

09/09/2009 - Weathering the Storm: Guidelines Issued for Private Equity Investors Acquiring Failed Banks or Thrifts
The interest from the private equity community in filling the growing capital gaps that exist in the balance sheets of U.S. banks has spurred the FDIC Board to adopt a Final Statement of Policy on Qualifications for Failed Bank Acquisitions (the “Policy Statement”). The Policy Statement, published on September 2, 2009, provides private equity investors with guidelines for acquiring failed banks or thrifts.

06/13/2002 - Mergers and Acquisitions 2002: Getting the Deal Done - Current Legal Issues

If Their Business Judgment Was So Good How Come They're In Bankruptcy and Other Perplexing Mysteries
American Bankruptcy Institute Annual Spring Meeting

Securities Law and Regulatory Issues - Acquisition of a Private Company by a Public Company