Steven A. Buxbaum

Partner

Houston


1221 McKinney Street
Suite 2100
Houston, 77010
T +1 713.547.2041
F +1 713.236.5404

Steven A. Buxbaum

Steven Buxbaum is a partner in the Houston office of Haynes and Boone, LLP. His practices focuses in the areas of corporate and partnership law, mergers and acquisitions and general business transactions. His experience includes the representation of sellers and purchasers of business enterprises, including those effected through Chapter 11 cases and plans of reorganization. Steven also represents start-up entities, including those formed for the commercialization of technology; investor groups in both the formation and restructure of partnerships; and other entities, and individuals, funds and entities in debt and equity financing and a broad range of business transactions and general representation. He has also represented claimants' committees and the legal representative for future claimants in mass tort Chapter 11 cases and the resulting settlement trusts, as well as a claims processing facility.

His practice includes experienced representation across a diverse range of industries, including airlines, distribution, oil and gas, newspaper publishing, hospitality, homebuilding, offshore drilling, cable television and communication towers, bioscience, and medical technology.

Steven is AV® Peer Review Rated Preeminent by Martindale-Hubbell® Law Directory.

Representative Experience

  • Represented a Houston based communications company and its subsidiaries in its merger into a global cellular and satellite communications company, and the simultaneous settlement of the company’s secured indebtedness.
  • Represented Mariner Energy, Inc., as buyer, in connection with the bankruptcy auction and sale of the stock of Edge Petroleum Corporation and others as sellers, resulting in the acquisition of approximately $215 million of onshore assets after anticipated purchase price adjustments.
  • Represented the selling shareholders of Delta Engineering Corporation in the sale of stock to Delta Engineering Holdings, Inc.
  • Represented RhinoPak, L.P. in the sale of assets to ZXP Technologies, LLC.
  • Represented an airline holding company in connection with the sale of stock to Northwest Airlines, Inc. and the Chapter 11 cases of both airlines and the settlement of claims.
  • Represented Bacterial Barcodes, Inc. in the sale of the company to bioMerieux, Inc.
  • Represented Spectral Genomics, Inc. in its sale to PerkinElmer, Inc.
  • Represented Webxites, L.P. in the sale of its assets to Webxites Holdings, Inc.
  • Represented investors in connection with the sale of ownership interests in a group of affiliated limited partnerships and limited liability companies owning storage warehouse properties.
  • Represented a multistate homebuilder in its Chapter 11 bankruptcy and sale to a major national homebuilder.
  • Represented a specialty affordable housing homebuilder to a major national homebuilder.
  • Represented a regional passenger airline in its sale to a major U.S. carrier as part of the Chapter 11 bankruptcy of the regional carrier.
  • Represented a major freight airline in its Chapter 11 restructuring, including the restructuring of over $1 billion of EETC financing.
  • Represented a freight airline in its restructuring and subsequent sale of its assets in a Chapter 11 bankruptcy.
  • Represented the second lien agent and certain second lien (junior) lenders in the FX Luxury Las Vegas I, LLC bankruptcy case as part of a team that successfully obtained ownership for the firm's clients of a seventeen-acre property located on the Las Vegas strip across from City Center.
  • Represented the Claimants' Committee in asbestos Chapter 11 bankruptcy case of National Gypsum Company including formation of settlement trust and claims procedures.
  • Represented the ad hoc committee of asbestos claimants in the pre-packaged asbestos Chapter 11 bankruptcy case of Fuller-Austin Insulation Company and subsequently represented the Fuller-Austin Asbestos Settlement Trust.
  • Represented the Future Claimants Representative for Silica Personal Injury Claims and Coal Tar Pitch Volatiles in the Kaiser Aluminum and Chemical Corporation Chapter 11 bankruptcy case and subsequently represented the KACC Silica PI trust and the KACC CTPV PI Trust.
  • Represented the APG Silica Trust.
  • Represented Trust Services, Inc., a claims processing facility.
  • Represented Trustee for investors in connection with the removal of general partners and restructuring and liquidation of a group of affiliated real estate limited partnerships.
  • Represented a healthcare information systems company in its sale through its Chapter 11 case to a publicly-held life sciences and technology company.
  • Represented the independent committee of the board of directors in a five-company roll-up transaction with affiliated portfolio companies in the oilfield services industry.
  • Represented an oilfield services company in its sale to a strategic industry buyer.
  • Represented the general partners of affiliated restaurant partnerships in the buy-out of limited partners and the sale of certain assets.

Selected Representative Experience


Acquisition of Assets - Valve Manufacturing
Representation of valve manufacturing and distribution company in connection with the acquisition of assets of a valve specialty manufacturing company.

Acquisition of Assets of Red Oak Sportswear Business by Knights Apparel, Inc.
Represented Four Bayou Lake, Inc. in a sale of assets to Knights Apparel, Inc.

Asset Purchase Agreement by and among Webxites, L.P., Webxites Holdings, Inc. and Gene McCubbin
Represented Webxites, L.P. in the sale of assets to Webxites Holdings, Inc.

Asset Purchase Agreement by and among ZXP Technologies, LLC, as Purchaser and RhinoPak, L.P. as Seller
Represented RhinoPak, L.P. in the sale of assets to ZXP Technologies, LLC.

Asset Purchase Agreement by and between Jaeger Products, Inc., Century Plastics, Inc., Peachleaf Kansas, L.P., Peachleaf de Mexico S. de R.L. de C.V. and Jaeger Acquisition Company
Represented Jaeger Products, Inc. in a sale of assets to Jaeger Acquisition Company/Raschig GmbH.

Brokerage Company Representation - Energy
Representation of a group of affiliated energy brokerage companies in a sale of assets to a strategic buyer in a roll-up transaction.

Chapter 11 - Auto Parts
Representation of management in buy-out of retail outlets and regional distribution warehouses of a major U.S. auto parts chain out of its Chapter 11 case.

Chapter 11 Debtor Representation - Drypers Corporation
Represented this debtor-in-possession which was a major manufacturer of diaper products worldwide. The company was unable to reorganize and adopted a liquidating plan. We conducted a sale of four separate subsidiaries of the company through the bankruptcy auction process to separate buyers for U.S., South American, Puerto Rican and Malaysian operations.

Community Health Computing, Inc.
Sale of healthcare information systems company through its Chapter 11 case to a publicly-held life sciences and technology company.

Contribution Agreement by and Among Delta Engineering Holdings, Inc. and the Several Contributors Named Therein
Represented selling shareholders of Delta Engineering Corporation in the sale of assets to Delta Engineering Holdings, Inc.

Debtor Representation - Atlas Air Worldwide Holdings, Inc.
Completed the successful restructuring of this company’s financial affairs, including restructuring more than $2.5 billion of debt in a bankruptcy case that was completed in only six months. Significant achievements in this case included restructuring the company’s enhanced equipment trust certificates (the first time this has ever been accomplished in a Chapter 11 case), restructuring all of the company’s leveraged leases and financed aircraft, effectuating the substantial buildup of cash during Chapter 11, and effectuating a rights offering of new common stock to creditors pursuant to the Chapter 11 plan. Atlas operated in Europe, the Middle East, and Asia and the reorganization involved coordination with numerous foreign jurisdictions and regulatory authorities.

Debtor-in-Possession Financing - International Air Cargo Company
Represented a major international air cargo company in the negotiation, documentation and closing of debtor-in-possession financing and a subsequent exit working capital credit facility, in connection with its Chapter 11 Bankruptcy proceeding.

Equity Investment in Empresa Energy LLC by EnCap Energy Capital Fund VII, L.P.
Represented Empresa Energy, LLC in its sale of equity to EnCap Energy Capital Fund VII, L.P.

FKF Madison Park Group Owner, LLC Chapter 11
Represented a joint venture, in which the managing member was one of the nation's top real estate development firms, in the acquisition through the bankruptcy process of the debtors' equity in a luxury Manhattan condominium project where secured debt alone is approximately $250 million. Assisted with and coordinated all aspects of the joint venture's efforts, including development of strategy, negotiations with adverse parties, and handling all of the joint venture's transactional, bankruptcy and litigation requirements.

Frac Diamond Aggregates LLC
Represented Spectrum Origination LLC in its capacity as administrative agent and lender under a $30.8 million credit facility for Frac Diamond Aggregates LLC and Alliance Consulting Group, LLC . FDA used the proceeds of the credit facility to acquire a 1,700-acre sand mine and related assets from the debtor, free and clear of all liens, claims, interests and other encumbrances, pursuant to 11 U.S.C. §§ 105 and 363. ACG used the proceeds of the facility for the construction of a related sand drying and storage facility. The facility was secured by the sand mine, drying facility, and related assets, including the borrowers’ rights under certain storage and supply agreements, construction agreements, and other project documents.

Fuller-Austin Insulation Company
Representation of Claimants' Committee in asbestos bankruptcy Chapter 11 case of Fuller-Austin Insulation Company including formation of settlement trust and claims procedures and post-confirmation representation of Fuller-Austin Asbestos Settlement Trust.

FX Luxury Las Vegas, LLC - Bankruptcy
Representation of second lien agent and certain second lien (junior) lenders in the FX Luxury Las Vegas I, LLC bankruptcy case in the Las Vegas, Nevada bankruptcy court. Successfully obtained ownership for the firm's clients of a seventeen-acre property located on the Las Vegas strip across from City Center.

General Homes, Inc.
Sale of major U.S. homebuilder through its Chapter 11 case to major publicly-held U.S. homebuilder.

Handy Hardware Wholesale, Inc.
Represented Handy Hardware Wholesale, Inc. as special corporate counsel in the sale of its assets to a private equity firm Littlejohn & Co. LLC pursuant to Handy Hardware's Chapter 11 plan of reorganization.

Kaiser Aluminum & Chemical Company
Representation of Future Claims Representative for Silica and Coal Tar Pitch Volatiles Claims in the Chapter 11 bankruptcy case of Kaiser Aluminum & Chemical Corporation, including formation of settlement trusts and trust distribution procedures and post-confirmation representation of the Kaiser Silica Personal Injury Trust and the Kaiser Coal Tar Pitch Volatiles Personal Injury Trust.

MAIR Holdings, Inc.- Mesaba Airlines, Inc. and Northwest Airlines, Inc.
Out-of-court litigation and representation of airline holding company, MAIR Holdings, Inc. in connection with the sale of stock of Mesaba Airlines, Inc. to Northwest Airlines, Inc., as part of the Chapter 11 cases of both airlines.

Mariner Energy
Purchase and Sale Agreement by and between Edge Petroleum Corporation, and others as seller, and Mariner Energy, Inc., as buyer, in connection with the bankruptcy auction of the stock of Edge Petroleum's subsidiaries holding its oil and gas properties, valued at approximately $215 million after anticipated purchase price adjustments.

Merger by and among bioMerieux, Inc. BBI Acquisition, Inc. and Bacterial Barcodes, Inc.
Represented Bacterial Barcodes, Inc. in the sale of the company to bioMerieux, Inc.

National Gypsum Company
Representation of Claimants' Committee in asbestos bankruptcy Chapter 11 case of National Gypsum Company including formation of settlement trust and claims procedures.

NexBank, SSB
Represents NexBank, SSB and ad hoc second lien lender group in connection with Metroflag workout.

Primacis Health Information Systems, Inc.
Representation of healthcare information systems company in connection with merger with healthcare information systems company as part of a consolidation and going public transaction.

Project Sponsor Representation - Underground Gas Storage
Project counsel to project sponsor and developer on the development of a 20Bcf underground natural gas storage facility (using an existing producing natural gas field) to support the development, construction and operation of a 520-MW combined cycle gas-fired merchant power generation storage facility in Tioga County, New York.  

Purchase of Newspapers
Representation of newspaper holding company in connection with the purchase of weekly and daily general circulation newspapers in various markets.

Purchaser Representation - Cable Television Systems
Representation of purchaser of rural cable television systems in a consolidation and roll-up transaction.

RP Holdings Inc. Restructuring
Haynes and Boone was engaged by RP Holdings Inc. in August 2011 to assist in its restructuring efforts. At that time, the company had just hired a new CEO, was facing liquidity challenges due to the nationwide stoppage of foreclosure prosecutions, and had completed internal audits showing a total of approximately $20 million was owed to it by its two largest customers. Its senior secured facility was due to mature in August 2012. In the fall of 2012, the company pursued a restructuring transaction with its private equity sponsors, the secured lenders and the two law firms, which failed to materialize on the eve of a possible closing in early January 2012.

Sale of Assets - Chemical Packaging
Representation of a privately-held packager of chemicals and refined products in a sale of assets to a strategic buyer.

Sale of Assets - Specialty Apparel
Representation of a privately-held specialty apparel manufacturing and distribution company in connection with the sale of its assets.

Sale of Assets - Sportswear
Representation of a privately-held sportswear distribution company in the sale of its assets to a financial buyer in a roll-up transaction.

Sale of Company to International Engineered Products Company
Representation of a privately-held engineering, fabrication and distribution company in its sale to an international engineered products company.

Sale of Florida Resort Hotel
Representation of a Japanese investor in connection with the sale of Florida resort hotel.

Sale of Ownership - Storage Warehouses
Representation of investors in connection with the sale of ownership interests in a group of affiliated limited partnerships and limited liability companies owning storage warehouse properties.

Shareholder Representation - Engineering and Construction
Representation of key management and minority shareholders in a management-led buy-out of founding shareholders of a privately-held engineering and construction company.

Spectral Genomics, Inc.
Representation of biotechnology company in connection with venture capital and bridge financing and sale to large publicly-held life sciences company.

Spectral Genomics, Inc. Sale of Diversilab Assets to Bacterial BarCodes, Inc.
Represented SGI Holding Corp. (formerly known as Spectral Genomics, Inc.) in a sale of assets to Bacterial BarCodes, Inc.

Trident Global Communications, LLC and Subsidiaries in a Distressed Merger Transaction
Represented Trident Global Communications, LLC, a Houston based communications company and its subsidiaries S&P Cellular Holding Company, LLC, Petrocom License Corporation, Employee Acquisition Company, LLC, Sola Communications, LLC, Coastel Acquisition, LLC, and Petrocom, LLC d/b/a Broadpoint in the distressed sale and merger of Petrocom License Corporation, Employee Acquisition Company, LLC, Sola Communications, LLC, Coastel Acquisition, LLC, and Petrocom, LLC d/b/a Broadpoint with and into Broadpoint, LLC an indirect subsidiary of Cellular One Communications, a global cellular and satellite communications company. Broadpoint, LLC purchased substantially all of the assets of Petrocom, LLC and its subsidiaries for $20 million as partial repayment of Petrocom’s indebtedness to CoBank, ACB.

Trustee Representation - Real Estate
Representation of Trustee for investors in connection with the removal of general partners and restructuring and liquidation of a group of affiliated real estate limited partnerships.

Venture Capital and Bridge Financing - Biotechnology
Representation of a biotechnology company in connection with its acquisition through a merger with a mutinational pharmaceutical and life sciences company.

Memberships

  • State Bar of Texas, Business Law Section, Corporation Laws Committee Member 
  • American Bar Association
  • Houston Bar Association
  • Houston Bar Foundation, Fellow
  • Texas Bar Foundation, Fellow