Thomas McCaffrey

Thomas J. McCaffrey represents buyers and sellers in merger and acquisition (M&A) transactions and advises boards of directors and committees on various governance and strategic issues in both robust and distressed economic environments.Tom translates legal issues into business decisions and helps his clients—which include private equity funds, public companies, privately held businesses, boards of directors and individuals—quantify and assess risk.

Experience:

• Advises boards of directors and committees on governance and strategic issues.
• Handles sell-side transactions for maximum tax efficiency.
• Structures private equity investments across all industries.

Representative Work:

• Provided counsel to GSO Capital Partners in the formation of, and in its role as a member of, GEP Hayneville LLC, the consortium of GSO and GeoSouthern Haynesville LLC, in the $850 million acquisition of its Haynesville Shale assets from indirect, wholly owned subsidiaries of Encana Corporation.
• Represented EagleClaw Midstream Ventures LLC, a portfolio company of Blackstone Energy Partners, in its $950 million acquisition of Caprock Midstream Holdings, a portfolio company of Energy Spectrum Capital. Through this acquisition, EagleClaw became the largest privately held midstream operator in the Permian Basin.
• Structured a transaction for a high-net-worth individual to resolve ownership issues in more than 50 entities. Helped the client obtain specific assets in a Section 355 split-off, tax-efficient transaction, securing sole ownership of one-third of the assets.
• Provides ongoing counsel to Main Street Capital Corporation in its serial M&A program involving debt and private equity capital.
• Advised a private equity firm in a $700 million recapitalization of an existing entity that was focused on the Permian Basin in Texas. The client invested funds so that the management team could “trade out” its private equity sponsor.
• Assisted a private equity investor in connection with its investment in Alta Resources Development and affiliates in connection with their $1.44 billion acquisition from Anadarko Petroleum Corp. and Mitsui E&P USA LLC of operated and nonoperated upstream assets and operated midstream assets in the Marcellus Shale.
• Advised GSO Capital Partners in its investment of up to $500 million in preferred equity issued by Elevation Midstream, LLC, a wholly owned subsidiary of Extraction Oil & Gas, Inc.
• Represented Noventis, an electronic payments network that was focused on optimizing payment delivery solutions, in its merger agreement with WEX Inc., a corporate payment solutions provider (undisclosed purchase price).
• Regularly advises boards of directors and companies in traditional and distressed situations.
• Advised a Swiss public company in its minority investment in a domestic oilfield services company.
• Counseled Quicksilver Resources in its Chapter 11 proceedings.
• Represented a large private equity firm in a stock purchase transaction through which it acquired the controlling interest in a domestic cogeneration facility.
• Assisted a publicly traded business development company in a multientity acquisition of a manufacturer and distributor of industrial components, involving senior and mezzanine financing, the issuance of warrants, and the formation of pass-through entities to facilitate the debt and equity financing of the transaction.
• Advised an upstream oil field environmental services company in a complex sale of assets to a private equity firm, involving senior and subordinate financing, earnout notes, retention of seller management, formation of related pass-through entities and related agreements.
• Counseled a consortium of energy investors in the formation of an investment vehicle and the contested purchase of an upstream working interest, including assignment of the operating agreement and placement of an investor as manager of the operator.
• Represented the lead investor in the formation of an exploration and production company and the subsequent entry of the company into a complex joint venture with an energy-focused private equity group.
• Advised the purchasers in the structuring and acquisition of broadcast, sports and media divisions from an NYSE company in connection with its restructuring.
• Provided counsel to a private equity firm in the acquisition of a steel manufacturing company in a Section 363 bankruptcy transaction.
• Assisted the owners of one of the nation’s largest arena management companies in the disposition of their business.
• Represented the owners in the disposition of a consolidated group of companies using a combination of taxable and nontaxable techniques involving the negotiation of stock purchase, earnout, and related documents; the use of spinoffs and entity conversions; and the implementation of wealth transfer and succession strategies.
• Advised the acquiring company in the stock acquisition of a health care company and simultaneous issuance of preferred stock to new investors and the negotiation of a bank credit facility.
• Counseled an NYSE-listed company in connection with the development, construction and sale-leaseback of its multibuilding, worldwide campus headquarters.
• Represented potential acquirers of professional sports franchises.
• Advised a real estate developer in the acquisition and development (and subsequent refinancings) of an “environmentally challenged” property with the use of creative acquisition techniques that were designed to mitigate environmental risk.

Affiliations:

• Member, American Bar Association.
• Member, Houston Bar Association.
• Member, Texas Bar Foundation.

Education:

• J.D., University of Texas School of Law, with honors, 1985
• B.B.A., University of Texas at Austin, with high honors, 1982

Bar Admissions:

• Texas