Mergers and Acquisitions
Representation of various companies and their shareholders seeking to acquire other companies and those who have received offers to sell themselves by working the entire transaction, from the initial stages of negotiations through the letter of intent and the negotiation and execution of the definitive agreements and transfer of funds to post-closing issues, such as release of funds from escrow agreements and offset provisions to future payments. Steve has handled more than 100 acquisition transactions and, in the last several years, Steve has:
Represented the Seller in a merger transaction valued at over $700,000,000 wherein a private equity firm acquired a majority of the ownership of the selling entity for the purpose of creating a platform to take the selling entity from a regional platform to a national platform.
Represented an institutional investor stockholder in the sale of a majority interest of the stock of a computer software technology company for over $50,000,000.
Represented the Buyer in a $25,000,000 acquisition of a propane tank manufacturing business with assets located in Ohio, Utah and Tennessee in order to expand its footprint to expand its national footprint in manufacturing and sale of propane and NH3 tanks and related products.
Represented an institutional investor stockholder in the sale of assets of a company involved in the semiconductor manufacturing business for over $125,000,000.
Represented the Seller in a $35,000,000 sale of pipeline construction business and related assets located in Mississippi, Louisiana and Texas.
Represented the Buyer in a total of 15 separate business and assets acquisitions in Texas, Louisiana, Colorado, North Dakota, South Dakota, Montana, Kansas, Ohio, Illinois, Minnesota, Kentucky, Tennessee, Arkansas, Alabama and Mississippi for more than $150,000,000 in purchase price paid among the various acquisitions of assets in the agriculture inputs supply and aerial application of input chemicals.
Represented the Buyer in a $5,000,000 acquisition of an insurance brokerage business with assets located in Mississippi and Louisiana.
Joint Ventures and Strategic Alliances
Advising clients in multiple industries, including construction, genetic research for agriculture purposes, telecommunications, real estate development, automotive manufacturing supply and energy industries on joint venture and strategic alliance issues and negotiations. Steve has handled more than 30 such transactions, including the following:
Represented a U.S. based natural gas pipeline construction company in negotiations with Petroleos Mexicanos (Pemex) to form a joint venture for the purpose of constructing a natural gas pipeline in north-central Mexico connecting to an existing pipeline in south Texas.
Represented a newly created joint venture between Bunge North America and Ergon Ethanol to construct and operate a 54 million gallon per year ethanol production facility in Vicksburg, Mississippi.
Represented a U.S. based cotton seed manufacturing company in negotiations with a global manufacturer of agricultural chemicals for a joint venture to research and develop genetically modified cotton seed to be resistant to certain chemicals applied to cotton crops.
Represented a life insurance company investing in a telecommunications joint venture.
Represented a Japanese-based automotive supplier of steel products in negotiations for a joint venture with a U.S. company to provide a facility and product to a Nissan automotive manufacturing plant in Mississippi.
Represented a U.S based lumber company in negotiations for a joint venture with two other lumber companies to sell and export hardwood lumber products to companies located in the People’s Republic of China.
Represented a U.S. based supplier of electrical components in negotiations with Hella Electronics for a joint venture to sell certain electrical components to automotive manufacturers in the U.S. and Mexico.
Counsel for Owners of New Manufacturing Plants
Serving as counsel for owners of new manufacturing plants, distributions centers and other operations being constructed in Mississippi; advising on economic incentives available in Mississippi; preparing and negotiating engineering, development, procurement and construction agreements, as well as supply and off-take agreements for the new facility; advising on construction delay and warranty issues and related damage claims. Representative clients include: Kohler Co., Samuel Manu-Tech, Inc., Roll Form Group, Inc., Strata Solar, LLC, Georgia Pacific, Silicon Ranch, Bunge-Ergon Vicksburg, LLC, Delta Directional, LLC, Hunt Refining, Performance Drilling, LLC, Anheuser-Busch, Quality Steel Corporation, Rives & Reynolds Lumber Co.
Representing Tax Payers on State and Local Tax Matters
Advising corporate tax payers on Mississippi state and local sales, income, fuel and property tax issues with the Mississippi Department of Revenue and local county and city taxing authorities.
Advising Construction Contractors on Mississippi Law and Acquisitions and Joint Ventures
Advising construction contractors on Mississippi law for significant new engineering and construction projects in Mississippi; advising on all aspects of contracting requirements, bid proposals and review and advice on contracts; advising and negotiation of joint venture agreements.
Serves As Mississippi Counsel to Large Out-Of-State Businesses
Serves as Mississippi counsel to a number of large out-of-state businesses in advising them on a broad array of matters including state and local tax issues, economic incentives, acquisitions, joint ventures, financings and contractual matters.
Representation of Companies to Obtain Approval to Participate In State of Mississippi Economic Incentive Programs
Representation of companies seeking to obtain approval to participate in advantageous State of Mississippi economic incentive programs, and working with the companies in coordinating their activities with the Mississippi Development Authority and local economic development organizations to identify opportunities including bond financing the Mississippi Business Finance Corporation and ad valorem and state income tax exemption incentives available to new and/or expanding businesses in Mississippi.
Listed in Chambers USA, Corporate/Commercial, 2006-2023 Listed in The Best Lawyers in America® "Lawyer of the Year," Jackson, Litigation and Controversy – Tax, 2022 "Lawyer of the Year," Jackson, Corporate Law, 2024 Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law, 2013-2022, 2024 Corporate Law, 2008-2022, 2024 Litigation & Controversy – Tax, 2011-2022, 2024 Tax Law, 2010-2022, 2024 Listed in Mid-South Super Lawyers, Business/Corporate, 2013-2015 Listed in The Legal 500 Private Powerlist for U.S. M&A, 2024 Mergers and Acquisitions Representation of various companies and their shareholders seeking to acquire other companies and those who have received offers to sell themselves by working the entire transaction, from the initial stages of negotiations through the letter of intent and the negotiation and execution of the definitive agreements and transfer of funds to post-closing issues, such as release of funds from escrow agreements and offset provisions to future payments. Steve has handled more than 100 acquisition transactions and, in the last several years, Steve has: Represented the Seller in a merger transaction valued at over $700,000,000 wherein a private equity firm acquired a majority of the ownership of the selling entity for the purpose of creating a platform to take the selling entity from a regional platform to a national platform. Represented an institutional investor stockholder in the sale of a majority interest of the stock of a computer software technology company for over $50,000,000. Represented the Buyer in a $25,000,000 acquisition of a propane tank manufacturing business with assets located in Ohio, Utah and Tennessee in order to expand its footprint to expand its national footprint in manufacturing and sale of propane and NH3 tanks and related products. Represented an institutional investor stockholder in the sale of assets of a company involved in the semiconductor manufacturing business for over $125,000,000. Represented the Seller in a $35,000,000 sale of pipeline construction business and related assets located in Mississippi, Louisiana and Texas. Represented the Buyer in a total of 15 separate business and assets acquisitions in Texas, Louisiana, Colorado, North Dakota, South Dakota, Montana, Kansas, Ohio, Illinois, Minnesota, Kentucky, Tennessee, Arkansas, Alabama and Mississippi for more than $150,000,000 in purchase price paid among the various acquisitions of assets in the agriculture inputs supply and aerial application of input chemicals. Represented the Buyer in a $5,000,000 acquisition of an insurance brokerage business with assets located in Mississippi and Louisiana. Joint Ventures and Strategic Alliances Advising clients in multiple industries, including construction, genetic research for agriculture purposes, telecommunications, real estate development, automotive manufacturing supply and energy industries on joint venture and strategic alliance issues and negotiations. Steve has handled more than 30 such transactions, including the following: Represented a U.S. based natural gas pipeline construction company in negotiations with Petroleos Mexicanos (Pemex) to form a joint venture for the purpose of constructing a natural gas pipeline in north-central Mexico connecting to an existing pipeline in south Texas. Represented a newly created joint venture between Bunge North America and Ergon Ethanol to construct and operate a 54 million gallon per year ethanol production facility in Vicksburg, Mississippi. Represented a U.S. based cotton seed manufacturing company in negotiations with a global manufacturer of agricultural chemicals for a joint venture to research and develop genetically modified cotton seed to be resistant to certain chemicals applied to cotton crops. Represented a life insurance company investing in a telecommunications joint venture. Represented a Japanese-based automotive supplier of steel products in negotiations for a joint venture with a U.S. company to provide a facility and product to a Nissan automotive manufacturing plant in Mississippi. Represented a U.S based lumber company in negotiations for a joint venture with two other lumber companies to sell and export hardwood lumber products to companies located in the People’s Republic of China. Represented a U.S. based supplier of electrical components in negotiations with Hella Electronics for a joint venture to sell certain electrical components to automotive manufacturers in the U.S. and Mexico. Counsel for Owners of New Manufacturing Plants Serving as counsel for owners of new manufacturing plants, distributions centers and other operations being constructed in Mississippi; advising on economic incentives available in Mississippi; preparing and negotiating engineering, development, procurement and construction agreements, as well as supply and off-take agreements for the new facility; advising on construction delay and warranty issues and related damage claims. Representative clients include: Kohler Co., Samuel Manu-Tech, Inc., Roll Form Group, Inc., Strata Solar, LLC, Georgia Pacific, Silicon Ranch, Bunge-Ergon Vicksburg, LLC, Delta Directional, LLC, Hunt Refining, Performance Drilling, LLC, Anheuser-Busch, Quality Steel Corporation, Rives & Reynolds Lumber Co. Representing Tax Payers on State and Local Tax Matters Advising corporate tax payers on Mississippi state and local sales, income, fuel and property tax issues with the Mississippi Department of Revenue and local county and city taxing authorities. Advising Construction Contractors on Mississippi Law and Acquisitions and Joint Ventures Advising construction contractors on Mississippi law for significant new engineering and construction projects in Mississippi; advising on all aspects of contracting requirements, bid proposals and review and advice on contracts; advising and negotiation of joint venture agreements. Serves As Mississippi Counsel to Large Out-Of-State Businesses Serves as Mississippi counsel to a number of large out-of-state businesses in advising them on a broad array of matters including state and local tax issues, economic incentives, acquisitions, joint ventures, financings and contractual matters. Representation of Companies to Obtain Approval to Participate In State of Mississippi Economic Incentive Programs Representation of companies seeking to obtain approval to participate in advantageous State of Mississippi economic incentive programs, and working with the companies in coordinating their activities with the Mississippi Development Authority and local economic development organizations to identify opportunities including bond financing the Mississippi Business Finance Corporation and ad valorem and state income tax exemption incentives available to new and/or expanding businesses in Mississippi.
