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Richard D. Rafferty

Member
Office

Dallas

901 Main Street
Suite 6000
Dallas, TX 75202
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Fax: 214.659.4036
Education
J.D., University of California-Berkeley, Berkeley, California, 1991, Order of the Coif; Ecology Law Quarterly, Member 1988-1989
B.B.A., The University of Texas at Austin, Austin, Texas, 1988, with highest honors; Business Honors Program; Finance
State Bar Licenses
Texas

Richard D. Rafferty

Member

Richard D. Rafferty has over 25 years of experience in mergers and acquisitions, securities law, venture capital, and private equity. He counsels and advises private and public companies and their boards of directors, investors and executives on a wide range of corporate and securities law matters. He advises clients with respect to public and private financings; negotiation and documentation of acquisitions, divestitures, mergers and restructurings; and negotiation and documentation of venture capital transactions.

Richard's practice also includes advising boards of directors of, and investors in, public companies with respect to corporate and securities law matters, including Sarbanes-Oxley compliance, NYSE and NASDAQ listing standards and other corporate governance matters; advising boards of directors of public companies on the establishment of anti-takeover defenses, including poison pills; advising start-up entities with respect to new enterprise formation and capitalization; and general corporate, business and securities counseling.

EXPERIENCE

MERGERS AND ACQUISITIONS

Representative transactions include:

  • Represented 7-Eleven in its acquisition of a fuel distribution company and related convenience store assets
  • Represented 7-Eleven in its acquisition of a chain of convenience stores located in the northeast United States
  • Represented 7-Eleven in its acquisition from a private equity-backed company of a chain of 188 convenience stores located primarily in New York
  • Represented 7-Eleven in its acquisition from a franchisee of 58 convenience stores in Ohio, Pennsylvania, West Virginia and Maryland
  • Represented Avago Technologies, a publicly-held optoelectronics company, in its acquisition of an integrated circuit manufacturer
  • Represented Avago Technologies in its acquisition of a developer of power amplifiers for wireless communications
  • Represented Avago Technologies in its acquisition of a micro-optics manufacturing facility
  • Represented First Choice Emergency Room, a chain of freestanding emergency rooms, in its acquisition by a private equity group
  • Represented a consumer products importer and wholesaler in its $50 million acquisition by a private equity group
  • Represented an airplane equipment manufacturer in its $30 million acquisition by a strategic buyer
  • Represented a helicopter services company in its $7 million acquisition by a private equity group
  • Represented Trilogy Software, Inc. in its going-private transaction tender offer for pcorder.com, Inc.
  • Represented a publicly-held heavy industry company in its $430 million acquisition of a railcar manufacturing company
  • Represented a publicly-held heavy industry company in its $85 million acquisition of railcar manufacturing assets
  • Represented a publicly-held company in its $80 million acquisition of paper manufacturing assets
  • Represented a publicly-held garden and plant nursery company in its acquisition of a privately held competitor
  • Represented a publicly-held software company in its acquisition by a publicly-held competitor
  • Represented a publicly-held auto finance company in its acquisition via merger of a publicly-held competitor
  • Represented a private equity group in a $120 million going-private transaction tender offer for a publicly-held assisted living facility

START-UP AND VENTURE CAPITAL FINANCINGS

Representative transactions include:

  • Represent an early-stage company that provides mobile service and other technology systems designed to make lotteries more convenient, engaging and rewarding
  • Advised a venture capital fund on structuring terms of model documents for forming start-up companies, which model documents were used by the client to be the founding investor in six companies formed to pursue business plans that originated with the venture capital fund's investment partners
  • Represented a venture capital investor in its early-stage investment in a developer of contactless payment technology for mobile phones
  • Represented a venture capital investor in its early-stage investment in a developer of mobile games focused on improving user engagement
  • Represented a venture capital investor in its early-stage investment in a developer of technology based systems to improve the use of data in increasing agricultural productivity
  • Represented a venture capital fund in its early-stage investments in a consumer robotics company
  • Represented a venture capital fund in its debt financing of a broadband equipment manufacturer
  • Represented a venture capital fund in its early-stage investment in a massive array of idle disk (MAID) data storage company
  • Represented an internet content delivery optimization company in a $45 million dollar Series H financing round
  • Represented an XML processing and database web services provider from inception through multiple rounds of seed, venture capital and venture debt financing prior to its ultimate acquisition by a publicly-held strategic buyer
  • Represented a provider of city-wide Wi-Fi network equipment and services from inception through multiple rounds of funding and ultimate acquisition by a strategic buyer

PUBLIC OFFERINGS AND RULE 144A OFFERINGS

Representative transactions include:

  • Represented a REIT in its initial public offering
  • Represented a Canadian REIT in the reorganization of its U.S. operations in connection with its initial public offering in Canada
  • Represented a publicly-held physician practice management company in a $160 million Rule 144A debt offering and subsequent registered A/B exchange
  • Represented a publicly-held consumer electronics company in a $150 million Rule 144A convertible debt offering and subsequent resale registration statement
  • Represented a publicly-held physician practice management company in a $100 million Rule 144A debt offering
  • Represented a publicly-held paper manufacturer in a $100 million Rule 144A debt offering
  • Represented the underwriters in $22 million follow on offering of a publicly-held restaurant chain
  • Represented a publicly-held heavy industry commodity supplier in multiple public offerings of an aggregate of $150 million in debt
  • Represented a publicly-held personal computer manufacturer in multiple private investment in public entity (PIPE) transactions involving $17 million of common stock

OTHER SIGNIFICANT TRANSACTIONS

  • Represented a hedge fund sponsor in a pre-paid forward equity derivative transaction with a notional value of $160 million involving the sponsor's general partner interests in a family of hedge funds
  • Represented a hedge fund sponsor in an accreting strike option equity derivative transaction with a notional value of $250 million involving the sponsor's general partner interests in a family of hedge funds
  • Represented a national bank in its recapitalization of a $270 million loan into publicly-traded equity in a communications company and the subsequent resale of the equity in the public market
  • Drafted "Poison Pill" Shareholder Rights Agreements and related anti-takeover defenses for six publicly-held companies

Presentations

  • Internal Controls, Ajilon Finance Seminar (March 2004)
  • SEC Part 205 Attorney Conduct Standards, Austin In-House Counsel Group (September 2003)
  • Who is Responsible for a Company's Financial Statements, North San Antonio Chamber of Commerce Leadership Lab (June 2003)
  • Internal Investigations, Travis County Bar Association (May 2003)
  • ‚ÄčBeyond Pledge Day: Sarbanes-Oxley and Document Management, Microsoft Solutions Center (September 2002)

Publications

  • Snatching Defeat from the Jaws of Victory (March 2004)
  • SEC Adopts Rules Governing Determination and Disclosure of Audit Committee Financial Experts (January 2003)
  • SEC Adopts Code of Ethics Disclosure Rules (January 2003)
  • SEC Brings First Regulation FD Enforcement Actions (January 2003)

Media

  • Court Asks for More Time in Whole Foods Case: Takeover of Wild Oats Delayed Again, Austin-American Statesman (August 2007)
  • Are Buyouts Good For Investors Or Not?, CNBC Power Lunch (June 2007)
  • IN THE MONEY: Lampert Citigroup Stock Buy May Portend Nothing, Dow Jones News Service (May 2007)
Membership
American Bar Association, Business Law Section
State Bar of Texas, Business Law Section
Dallas Bar Association, Mergers and Acquisition Section, Corporate Counsel Section, Securities Law Section
Association for Corporate Growth, Member