 OverviewPhil is a results oriented business professional with more than 30 years of experience in advising and representing senior management and boards of public and private companies in all aspects of corporate development and related legal issues. Phil’s work includes developing and executing strategic business plans through acquisitions and divestitures, public and private debt and equity financings, strategic alliance and joint venture arrangements, and complex service and outsourcing. These efforts include the organization and leadership for multi-disciplinary teams bringing together different functional and/or geographic expertise to evaluate and complete complex business transactions. He has considerable international experience having lived in England and completed business transactions in Canada, China, Europe, Japan, Latin America, the Middle East and South Africa. His practice focuses on the aviation, energy, information technology and real estate industries. Prior to joining Munsch Hardt, Phil was a partner with a major Dallas-based law firm and served in various legal and corporate development positions with Electronic Data Systems Corporation and Centex Homes. He also served as a Managing Director at JMP Securities, Inc. (NYSE: JMP). Memberships
- American Bar Association, Business Law and International Law Sections
- Dallas Bar Association
- East-West Ministries International
- EQUEST (Board of Directors)
- State Bar of Texas
OverviewPhil is a results oriented business professional with more than 30 years of experience in advising and representing senior management and boards of public and private companies in all aspects of corporate development and related legal issues. Phil’s work includes developing and executing strategic business plans through acquisitions and divestitures, public and private debt and equity financings, strategic alliance and joint venture arrangements, and complex service and outsourcing. These efforts include the organization and leadership for multi-disciplinary teams bringing together different functional and/or geographic expertise to evaluate and complete complex business transactions. He has considerable international experience having lived in England and completed business transactions in Canada, China, Europe, Japan, Latin America, the Middle East and South Africa. His practice focuses on the aviation, energy, information technology and real estate industries. Prior to joining Munsch Hardt, Phil was a partner with a major Dallas-based law firm and served in various legal and corporate development positions with Electronic Data Systems Corporation and Centex Homes. He also served as a Managing Director at JMP Securities, Inc. (NYSE: JMP). ExperienceLender Recapitalization Represented a Fort Worth, Texas-based specialty lender to the real estate and equipment leasing industries in connection with its recapitalization. The recapitalization [more]Represented a Fort Worth, Texas-based specialty lender to the real estate and equipment leasing industries in connection with its recapitalization. The recapitalization included the negotiation of a new $120 MM secured credit facility from the family office that controls the company in connection with a $75 MM secured line of credit from a Texas-based commercial bank. We prepared all documentation in connection with the family office financing and negotiated all credit documents with respect to the line of credit. We currently represent the company in its more complicated lending relationships. [less]Private Real Estate Fund Represents a Houston, Texas-based real estate development company in connection with the creation of a closed-end investment fund to acquire interests in hospitality, [more]Represents a Houston, Texas-based real estate development company in connection with the creation of a closed-end investment fund to acquire interests in hospitality, multifamily, office and retail properties in the U.S. and Canada. The proposed $200 MM fund is directed to foreign nationals, as well as U.S. persons. Our engagement includes the structuring and formation of all legal entities required for the fund and its operations, including company agreements, the offering memorandum, subscription documents, the investment management agreement and other related documents, including registration of an affiliated entity as an investment advisor. [less]Private Equity Fund Represents a newly-created entity focused on the acquisition of general partner interests in real estate operating companies involved in the development of student housing [more]Represents a newly-created entity focused on the acquisition of general partner interests in real estate operating companies involved in the development of student housing, senior assisted living, modular housing neighborhoods and self-storage facilities. Our engagement has included the preparation of all offering documents, placement agreements and marketing materials. We have also been involved in the drafting and negotiation of side letter agreements with investors and structuring of offshore investment vehicles for potential investors, as well as joint venture agreements related to identified investments. [less]U.S. Army Camouflage Currently represents a Polish company and its affiliates, as U.S. legal counsel, in connection with its participation as subcontractor to a U.S. entity bidding on the development [more]Currently represents a Polish company and its affiliates, as U.S. legal counsel, in connection with its participation as subcontractor to a U.S. entity bidding on the development, design and manufacture of the U.S. Army’s next-generation stationary, ultra-light camouflage netting system. Our engagement has involved the drafting and negotiation of a teaming agreement with the U.S. entity and the preparation and negotiation of a Product License and Manufacturing Rights Agreement, allowing the prime contractor to utilize the world-leading camouflage technology developed by the Polish company and its affiliates. [less]Aircraft Acquisition Currently represents a Dallas, Texas-based company in its acquisition, refurbishment and sale of used commercial aircraft and engines, as well as general corporate matters [more]Currently represents a Dallas, Texas-based company in its acquisition, refurbishment and sale of used commercial aircraft and engines, as well as general corporate matters. We have recently represented the company in the purchase and sale or lease of a number of CFM56 model engines and the purchase and sale of three Boeing 737 aircraft and the conversion of three of the airframes from passenger configuration to freighter configuration. We are currently representing the company in the negotiation of the sale of five Boeing 757-223 aircraft, each of which will be converted to freighter configuration and the purchase of an additional five Boeing 757-223 aircraft and six Boeing 737-700 aircraft. [less]International Design Firm Represents a newly-formed company that designs, develops, manufactures and distributes custom designed micro-processors for radio communication [more]Represents a newly-formed company that designs, develops, manufactures and distributes custom designed micro-processors for radio communication applications. This engagement involves establishing a U.S.-based holding company and addressing legal issues related to its capital structure with investors from the U.S., Netherlands and Taiwan. Initial operations will be through a wholly-owned Netherlands subsidiary, which is the primary location for customized micro-processor design, in cooperation with Dutch legal counsel. [less]Master Software Agreements Represents a Toronto-based software development company in the development of new form Master Software Development and Services Agreement. We have been [more]Represents a Toronto-based software development company in the development of new form Master Software Development and Services Agreement. We have been asked to follow up this engagement with a review and revision of all company software service agreements. [less]Medical Technology Represented a Dallas, Texas-based provider of medical billing systems for pediatric clinics and hospitals. Our engagement involved the review and revision of a SaaS [more]Represented a Dallas, Texas-based provider of medical billing systems for pediatric clinics and hospitals. Our engagement involved the review and revision of a SaaS Master Services Agreement for a new billing system for its pediatric clinics between the company and a 32-hospital chain based in Florida. [less]Aircraft Leasing Representation Represents a New Zealand-based international aircraft maintenance and leasing company in establishing its initial U.S. base of operations. Activities have included all [more]Represents a New Zealand-based international aircraft maintenance and leasing company in establishing its initial U.S. base of operations. Activities have included all aspects of establishing operations from identifying appropriate domicile, preparation of legal documents, coordinating banking relationships and tax planning. [less]Bank Holding Disposition Represented North American Bancshares, Inc. in its merger with and into Durant Bancorp, Inc. Consideration for the transaction was a combination of cash and [more]Represented North American Bancshares, Inc. in its merger with and into Durant Bancorp, Inc. Consideration for the transaction was a combination of cash and stock valued at $450 MM. Our engagement included the negotiation of all documents associated with the transaction, including the merger agreements, filings with both federal and state regulators, employee issues and revisions to the Durant Bancorp Shareholders Agreement. [less]Hotel Development Represented a private development group with respect to the development and financing of a 4-star luxury, boutique hotel to be located in Midland, Texas. Our engagement [more]Represented a private development group with respect to the development and financing of a 4-star luxury, boutique hotel to be located in Midland, Texas. Our engagement included the preparation of all legal documents with the City of Midland to acquire and develop the building site, as well as the preparation of all documentation related to the formation of the development entities and the placement of securities to fund the equity portion of the construction costs. We also prepared all placement documents related to the funding of the equity portion of the construction costs, including the partnership agreement, the private placement memorandum and subscription documents and a review of all related offering and marketing materials. Finally, we negotiated all financing documents related to loans to fund the balance of the construction costs, including an EB-5 facility for $30 MM. [less]Bulk Storage Facility Disposition Represented a master limited partnership in the sale of all of the assets of its sole operating company. The operating company was in the business of storing hazardous [more]Represented a master limited partnership in the sale of all of the assets of its sole operating company. The operating company was in the business of storing hazardous petro-chemical compounds and trans-loading such compounds for transportation by ship, rail and truck. The facility was located in Virginia. [less]Leasehold Interests Accumulation Represented a Dallas, Texas-based energy company in the purchase of leasehold interests constituting approximately 9,000 net acres in East Texas and the subsequent [more]Represented a Dallas, Texas-based energy company in the purchase of leasehold interests constituting approximately 9,000 net acres in East Texas and the subsequent sale of approximately 5,000 net acres of such position. The energy company retained overriding royalty interests in the sold acreage. Our engagement included the review and revision of all mineral leases, the preparation of the sales agreement and documents required to reserve the overriding royalty interests. [less]Recapitalization Represented a Dallas, Texas-based family office in the recapitalization of a limited partnership formed to acquire royalty and mineral interests. The engagement [more]Represented a Dallas, Texas-based family office in the recapitalization of a limited partnership formed to acquire royalty and mineral interests. The engagement involved soliciting existing members for additional capital contributions and the repurchase of limited partnership interests from partners wishing to liquidate their investment, as well as the negotiation of a new $7 MM loan consisting of a $3 MM term loan and a $4 MM line of credit. [less]Water Facility Acquisition Represented a Dallas, Texas-based company in the acquisition in the purchase of assets associated with a shut-down water treatment facility located in Wyoming. [more]Represented a Dallas, Texas-based company in the acquisition in the purchase of assets associated with a shut-down water treatment facility located in Wyoming. This engagement involved the creation of the acquiring entity and the offer and sale of securities in a newly-created sister company to fund the asset acquisition. [less]Software Company Disposition Represented a Dallas, Texas-based family office in the sale of a medical software company specializing in billing systems for home care services. We handled all aspects [more]Represented a Dallas, Texas-based family office in the sale of a medical software company specializing in billing systems for home care services. We handled all aspects of the sale, including the negotiation of the Membership Interest Purchase Agreement, Non-compete Agreements and Employment Agreements for executive employees transitioning to the acquiring company. [less]Private Drilling Fund Represented a Dallas, Texas-based private investor in the formation and offering of securities in a $20 MM drilling fund formed to acquire and drill for oil in the Barnett [more]Represented a Dallas, Texas-based private investor in the formation and offering of securities in a $20 MM drilling fund formed to acquire and drill for oil in the Barnett Shale. The engagement involved the preparation of all company documents (both general partner and limited partnership), the private placement memorandum, subscription documents and the placement agent agreement with an independent investment bank based in New York. Additional documentation included all acquisition documents for the oil and gas leases. [less]
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