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 has extensive experience in representing companies, financial institutions, boards of directors, and individuals in connection with mergers and acquisitions, corporate finance, securities transactions, bank loan and other debt financing transactions, and private equity, venture capital, and joint venture transactions. Darrel is a contributing author on "Acquisition Financing" in the Commercial Finance Guide.

Recent Selected Speeches and Publications

  • "Acquisition Financing," Chapter 7 - Commercial Finance Guide (Matthew Bender & Company, Inc., 2015).
  • "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.
  • "Public- Private Investment Program," co-author, Haynes and Boone Alert, April 6, 2009.
  • "Going Private Transactions - An Overview," Haynes and Boone White Paper, October 11, 2007. 

Professional Recognition

  • 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 (past Chairman)
  • 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 Zoo
  • Past Director and Past President, Dallas CASA
  • Director and Executive Committee Member, Camp John Marc
  • Past Director, Jubilee Park & Community Center Corporation
  • Past 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 the $240 million sale by Oilfield Water Lines LP (“OWL”) of its salt water disposal wells and salt water hauling business to NGL Energy Partners LP. OWL is a partnership involving High Roller Wells and the Mark Cuban Companies.
  • Salty's Manufacturing, Ltd. in the $162 million sale of thirteen salt water disposal wells, a frac tank manufacturing plant, and a salt water hauling business to Stallion Oilfield Services.
  • 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 oilfield workforce housing 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.
  • The equity holders of National Default Exchange, L.P. in the sale of all outstanding equity interests to American Processing Company, LLC, a subsidiary of Dolan Media Company, for a total consideration of approximately $208 million.
  • Ameri-Tech Building Systems, Ltd. in the sale of oilfield workforce housing assets to Ashton Capital Partners, LLC.
  • Tracor, Inc., a public defense contractor, in its acquisition by General Electric Company PLC for approximately $1.4 billion.
  • Tracor, Inc. in its acquisition of a publicly-held defense contractor, AEL Industries, Inc., for a total consideration of approximately $120 million.
  • T-Netix, Inc., a specialized telecommunications company, in its acquisition by H.I.G. Capital, through tender offer, for a total consideration of approximately $72 million.
  • Tracor, Inc. in its acquisition of substantially all the assets of Westmark Systems, Inc. in exchange for approximately 8,200,000 shares of Common Stock of Tracor, Inc.
  • 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, loan restructures, syndicated loan transactions, letters of credit, residential mortgage loan repurchase and mortgage warehouse financing transactions, loans secured by mortgage servicing rights (MSRs), and other types of secured and unsecured credit facilities.
  • A privately-held company in the cross-border 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.
  • 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.

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