Darrel Rice

Practices

Education and Clerkships

J.D., Southern Methodist University Dedman School of Law, 1972, Order of the Coif; Barristers; Research Editor; Southwestern Law Journal

B.S.I.E., University of Arkansas, 1969, "Who's Who Among Students in American Universities and Colleges"

Bar Admissions

Texas

Profile

Darrel Rice is senior counsel in both the Financial Transactions and Business Transactions Practice Groups in the Dallas office of Haynes and Boone, LLP. His practice focuses on diverse areas of corporate finance, including mergers and acquisitions, public and private offerings of securities, and private equity, venture capital, and debt financing transactions. He is experienced in representing companies, financial institutions, boards of directors, and individuals in connection with mergers, asset acquisitions, stock purchases, loan portfolio transactions, joint ventures, and other business transactions, as well as other corporate and securities matters, including SEC reporting and corporate governance matters.

Darrel is also a contributing author on "Acquisition Financing" in the Commercial Finance Guide. 

Selected Speeches and Publications 

  • "Going Private: Legal and Strategic Considerations," Co-presenter and Co-author, Strafford Legal Seminars webinar, August 17, 2010.
  • "Board of Directors Guide 2010," Haynes and Boone White Paper, March 30, 2010. 

Professional Recognition

  • Recognized as one of The Best Lawyers in America for the past twenty years  
  • Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™

Professional and Community Activities

  • State Bar of Texas, Business Law Section Legal Opinions Committee
  • American Bar Association: Business Law Section; ABA Negotiated Acquisitions Committee; and ABA Venture Capital & Private Equity Committee
  • Dallas Bar Association, Corporate Counsel Section and Securities Section
  • Texas Association of Bank Counsel
  • Life Fellow, Texas Bar Foundation
  • Director and General Counsel, Dallas Zoological Society
  • Past Director and Past President, Dallas CASA
  • Director and Executive Committee Member, Camp John Marc
  • Past Director, Jubilee Park & Community Center Corporation
  • Advisory Director, National Association of Corporate Directors (NACD) - North Texas Chapter
  • Director, Dallas CASA Endowment Fund

Selected Client Representations

Mergers and Acquisitions

  • High Roller Wells in connection with $239 million sale of Oilfield Water Lines LP to NGL Energy Partners LP. 
  • The Special Committee of the Board of Transportation 100 Holdco, LLC, a private equity-backed company, in connection with the merger of its subsidiary, Greatwide Logistics Services LLC, and Cardinal Logistics Management Corp. 
  • Ameri-Tech Industries, LLC in the sale of assets to Aries Building Systems, LLC, a wholly owned subsidiary of Reliant Asset Management, LLC. 
  • Hudson Holdings Corporation in connection with its acquisition by Rodman & Renshaw Capital Group, Inc. in exchange for common stock of Rodman & Renshaw Capital Group, Inc. 
  • National Default Exchange, L.P. in the sale of stock to American Processing Company, LLC, a subsidiary of Dolan Media Company, for a total consideration of approximately $208 million. 
  • Salty's Manufacturing, Ltd. and its affiliates in the sale of the assets of a group of privately held limited partnerships operating oilfield services businesses to Stallion Oilfield Services, for consideration of approximately $182 million. 
  • Ameri-Tech Building Systems, Ltd. in the sale of assets to Ashton Capital Partners, LLC. 
  • Tracor, Inc. in its acquisition by General Electric Company PLC. 
  • A private equity-backed company in its acquisition of the assets of another privately-held company relating to a digital high-frequency FM network for mobile assets. 
  • A national banking client in the formation of a limited liability company bank operating subsidiary and its related acquisition of an insurance premium finance company. 
  • Tracor, Inc. in its acquisition of a publicly-held defense contractor, AEL Industries, Inc., for a total consideration of approximately $120 million. 
  • Tracor, Inc. in its acquisition of substantially all the assets of Westmark Systems, Inc. in exchange for 8,267,435 shares of Common Stock of Tracor, Inc., and registration on combined S-3/S-4 Registration Statement. 
  • T-Netix, Inc. in its acquisition by H.I.G. Capital, through tender offer, for a total consideration of approximately $72 million. 
  • A private equity-backed company in its acquisition of the assets of a privately-held drugstore chain, and related financing (senior and subordinated debt). 

Lending and Debt Financing Transactions

  • Banks or borrowers in numerous bank credit agreement and debt financing transactions, including acquisition financings, mezzanine financings, loan restructures, syndicated loan transactions, letters of credit, mortgage repurchase and mortgage warehouse financings, and all types of secured and unsecured credit facilities. 
  • A privately-held company in the cross-border bank project financing of a Peruvian LNG facility. 
  • Banks in connection with defaulted loans, workouts, and restructures of credit facilities. 
  • Tracor, Inc. in connection with a registered exchange offer for its senior subordinated notes. 
  • Tracor, Inc. in connection with a tender offer and consent solicitation for its senior subordinated notes. 
  • Tracor, Inc. in connection with the private placement of its senior subordinated notes. 
  • Tracor, Inc. in connection with a Rule 144A offering of its senior subordinated notes. 

Securities Offerings 

  • SWS Group, Inc., the publicly-held parent of a broker-dealer and a bank, in a public offering of shares of common stock. 
  • SWS Group, Inc. in connection with an underwritten shelf offering of common stock. 
  • Tracor, Inc., a publicly-held defense contractor, in connection with multiple public offerings of common stock. 
  • CEC Entertainment, Inc., a publicly-held restaurant company, in connection with a secondary public offering of shares of its common stock. 
  • A privately-held oilfield services company in connection with the private placement of notes and LLC interests. 
  • A privately-held joint venture as issuer in a private placement of limited liability company interests in connection with a an oil field services business relating to subsea well abandonment and plugging. 
  • National Default Exchange Holdings, L.P., a privately-held mortgage default and foreclosure outsourcing firm, in connection with its recapitalization by private equity firm Trinity Hunt Partners. 
  • A privately-held company engaged in providing software and Internet outsourcing solutions for property management, in connection with its private placement of Series A Convertible Preferred Stock in a recapitalization by a private equity firm. 
  • CEC Entertainment, Inc. in connection with its tender offer to amend stock options issued under its stock option plan. 
  • Tracor, Inc. in connection with its Rule 144A offering of common stock. 

Corporate Governance, Securities Disclosure, and Regulatory Compliance 

  • Representation of public, private, and nonprofit corporations in connection with corporate governance matters, including corporate governance structures, procedures, and committee charters. 
  • Representation of public companies in connection with securities law reporting and disclosure matters, including preparation and filing of periodic reports with the SEC. 
  • Representation of banks and broker-dealers in connection with various regulatory compliance matters. 
  • Representation of boards of directors in connection with compliance with their fiduciary duties. 
  • Representation of special board committees in connection with related party “conflict of interest” transactions.

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