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Ken's practice involves broad-based corporate and securities law. His experience includes representation of clients in acquisition, disposition and operation of various enterprises; project financing transactions in foreign and domestic jurisdictions; public and private offerings of equity and debt and public reporting requirements; and entity selection and business planning issues.
REPRESENTATIVE EXPERIENCE
Represents issuers of public and private offerings of equity and debt, including commercial paper, stocks, warrants, bonds, debentures, medium term notes, indentures, roll-ups, registration rights, underwriting and terms agreements, 144A, and private placements
Assists companies in mergers, acquisitions and investments
Advises companies on corporate governance and public reporting requirements, including Sarbanes-Oxley Act, SEC and stock exchange compliance
Counsels companies and individuals in the inspection of books and records
Assists both companies and executives with employment and compensation arrangements and severance agreements
Public Securities Offerings
Represented Apache Finance Canada Corporation - $350 million exchange offer for 4.375 percent Notes due 2015 (March 2004)
Represented Apache Corporation - $1.5 billion shelf registration (January 2004)
Represented Apache Corporation - $575 million common stock issuance (January 2003)
Represented Apache Corporation - $400 million 6 1/4 percent Notes due 2012 (April 2002)
Represented Apache Finance Canada Corporation - $300 million 7.75 percent Notes due 2029 (December 1999)
Private Financing
Represented SimDesk Technologies, Inc. - $15 million private placement of equity and debt securities (November 2003)
Represented Apache Finance Canada Corporation 144A placement of $350 million 4.375 percent Notes due 2015 (May 2003)
Mergers and Acquisitions
Represented Santos Limited in the purchase of the interests in Tipperary Corporation and its subsidiaries held by Slough Estates plc, and the subsequent acquisition and going private transaction of Tipperary Corporation (October 2005)
Represented Team, Inc. as the successful bidder in a bankruptcy court approved auction of the non-destructive testing inspection and field heat treating services businesses of International Industrial Services, Inc. in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (Case Nos. 03-48272-H2-11 and 03-48273-H2-11) (August 2004)
Represented Team, Inc. in the acquisition of Thermal Solutions, Inc. (April 2004)
Represented BridgeCom Holdings, Inc. in a merger into a subsidiary of MCG Capital Corporation (November 2003)
Represented Hoerbiger Holdings AG in the acquisition of the compressor technology business of Morgan Advanced Materials and Technology, Inc. (September 2003)
ARTICLES / PUBLICATIONS
Contributing Author
"Report of the Legal Opinion Committee Regarding Legal Opinions in Business Transactions," Bulletin of the Business Law Section of the State Bar of Texas, Volume 29, Nos. 2 and 3 (June-September 1992)
BRIEFINGS, SEMINARS & SPEECHES
Briefing Note, "The Legal Framework for Foreign Investment in Mongolia," Investors' Conference: Opportunities in Oil, Gas and Mining, Ulaanbaatar by the Government of Mongolia and the World Bank (June 4, 1997)
Panelist, "Due Diligence: Make or Break Considerations in Evaluating Exploration & Production Companies," The Exploration and Production Company Mergers & Acquisitions Institute, Houston (May 19-20, 1997)
PROFESSIONAL / CIVIC AFFILIATIONS
Member
Houston Bar Association
Business Law
Oil, Gas and Mineral Law
Environmental and Natural Resources
International Law
Legal Opinions Committee
Business Law Section, State Bar of Texas (1989 to Present)
State Bar of Texas
Business Law
Oil, Gas and Mineral Law
Environmental and Natural Resources
International Law
American Bar Associate
International Bar
Business Law and International Law and Practice
Meritas
Director, 2000-2003; 1997-1998 | 