Reid Johnson

Mergers, Acquisitions and Divestitures; Joint Ventures; Reorganizations; Recapitalizations; and Other Select Representations

Real Estate

• Represented developer in an $850 million joint venture with investor with $1.72 trillion AUM
• Represented private equity firm and RIA in multiple joint ventures deploying capital
• Represented developer in numerous joint ventures over 5 year period resulting in over $1 billion of multi-family real estate
• Serve as outside general counsel to Texas based real estate developer with over $500 million of multifamily projects stabilized, under construction or in the pipeline
• Advised a FelCor Lodging Trust in a $1.2 billion merger with RLJ Lodging Trust
• Advised a public REIT in a $350 million recapitalization of inter-company debt
• Advised a United Commercial Retail Services, Inc. (Texas based real estate brokerage firm) in a $34 million acquisition by CBRE, Inc.
• Advised a Texas based private equity fund in multiple joint ventures, averaging $20 million each, with various multi-family real estate developers across the U.S.
• Advised a Texas based real estate developer in a series of joint ventures, averaging $15 million each, with private equity to develop Class A multi-family projects in Texas
• Advised a FUJIFILM Diosynth Biotechnologies forming a condominium association in connection with the development of an 80,000 square foot pharmaceutical manufacturing facility

Healthcare

• Advised an international, publicly traded healthcare company in a series of significant acquisitions of healthcare related companies across the U.S, including various management service organizations
• Advised an international, publicly traded healthcare company in a significant joint venture with Fortune 50 company to create a new business division
• Advised Trinity Mother Frances in a $1 billion merger with Christus Health*
• Advised a dental service organization in a $281 million acquisition by private equity*
• Advised a Texas based private equity in the formation of a management services organization*
• Advised a dialysis company in a $9 million joint venture with hospital system*
• Advised a hospital system in a $4 million joint venture with home health business*
• Advised a medical device company in a $3 million acquisition by private equity*

Oil and Gas

• Advised a Texas based private equity in a $30 million disposition of midstream and water disposal assets*
• Advised a Texas based oil and gas company in a $6 million disposition of oil and gas wells
• Advised a Texas based oil and gas operator in a $2 million disposition of oil and gas wells*

Manufacturing

• Advised Olin Corporation negotiating and restricting various commercial contract relationships with Dow Chemical Company and other third parties*
• Advised a Texas based metal manufacturing company in a $16 million joint venture with private equity
• Advised a Texas based metal fabrication company in a $5 million asset disposition of a facility and related business operations

Financial Institutions

• Advised a Texas based private equity in a $15.5 million acquisition of investment advisor*
• Advised an insurance company in an $8 million acquisition by private equity*
• Advised a hedge fund manager launching investment advisor publication. Prepared subscription documents and advised on compliance with Investment Advisors Act of 1940*

Advertising and Marketing

• Advised a media marketing company in a transaction with a large media company, receiving certain media services in exchange for equity interest in the company with an aggregate
• Advised the founder of an advertising agency and mobile technology company in a business divorce transaction, redeeming $6 million of equity from co-founder to take control of the company*

ESOPs

• Advised an ESOP in series of releveraging transactions*

Technology

• Represented CI Technologies, an international provider to more than 950 public safety agencies across the US, Canada, Australia and New Zealand in its sale to Versaterm Public Safety, a portfolio company of Banneker Partners
• Advised a life sciences company in its $133 million sale to a public company
• Advised private equity in the acquisition of a cybersecurity company
• Advised independent sponsor in its $33 million acquisition of an IT services firm
• Advised a residential background check software company in a $30 million strategic asset acquisition*
• Advised an Israel based technology company in licensing arrangement with a purchase option to a Delaware corporation with the concurrent sale of the Delaware corporation to a Canada corporation*
• Advised a national recruiting SAAS in pre-venture capital financing reorganization and general counsel services

Other

• Advised California based real estate private equity firm in connection with multiple joint ventures in connection with multi-million dollar joint venture investments and related financing
• Advised Canadian based private equity firm in connection with $20+ million investment in multi-national company

Equity or Debt Financing Transactions

Real Estate

• Represented developer in the formation of several funds over an 18 month period, raising over $900 million
• Represented developer in $100 million loan from NYC based private equity firm with $43 billion AUM
• Represented developer in $80 million loan from NYC based private equity firm with $295 billion AUM
• Represented private equity firm and RIA in raising $250 million in several funds over 2-3 year period
• Represented developer in numerous financings over 5 year period resulting in over $1 billion of multi-family real estate
• Serve as outside general counsel to California and Colorado based real estate private equity firm with more than $100 million AUM
• Advised California based real estate private equity firm in $75 million real estate fund formation, including investment advisor and investment company analysis and applicable state and federal registrations
• Advised a Florida based private equity with a registered investment advisor forming a $100 million fund to acquire and service distressed commercial mortgages and invest in commercial real estate through joint ventures
• Advised a California based private equity forming a $100 million fund to acquire multi-family real estate assets in California and Washington
• Advised a South Carolina based private equity forming a $50 million multi-asset opportunity zone fund, including organizing and registering an investment advisor
• Advised a Florida based private equity forming a $40 million Regulation S master/feeder fund structure to acquire and service distressed commercial mortgages
• Advised a Texas based private equity forming a $30 million fund to acquire and manage single-family rental properties*
• Advised a California based private equity forming a $25 million fund to acquire and service distressed residential mortgages*
• Advised a Texas based real estate developer in $30 million CMBS refinancing of multi-family property

Oil and Gas

• Advised a Texas based private equity forming a $25 million fund to acquire and develop productive assets in Texas and Oklahoma
• Advised a Texas based oil and gas operator forming a $7 million fund in 506(c) offering (permitting general solicitation) to acquire royalty interests in Alaska
• Advised a Texas based oil and gas operator forming $5 million fund to acquire and develop productive oil and gas assets in West Texas, including 2 horizontal drilling projects
• Advised a Texas based oil and gas operator in series of offerings of non-operating working interests ranging up to $4 million to finance exploration operations across Texas and Oklahoma

Technology

• Advised a national client in a $30 million issuance of Series B Preferred Stock at a $250 million valuation to a NYC based investment firm with more than $100 billion AUM
• Advised a national client in a $5 million issuance of Series A Preferred Stock at a $30 million valuation to multiple California and Texas based venture capital firms
• Advised a Texas based software and logistics integration company in a $50 million sale of preferred equity to international investors to develop new business line
• Advised a California based construction management software company in reorganization and series of preferred stock equity financing transactions totaling $5 million
• Advised a Texas based telecommunications technology company in a $5 million offering of SAFEs*
• Advised a Texas based telecommunications technology company in a $750,000 bridge round offering of preferred equity*

Healthcare

• Advised a Texas based medical device company in 4 separate offerings of convertible preferred stock totaling $120 million to finance general operations during FDA approval process*
• Advised a Texas based ambulatory surgery center in an $8 million 506(b) offering to develop additional locations

Mining

• Advised a large Texas based family office in series of secured debt and preferred equity transactions totaling $50 million to finance the development of an Argentinian gold mine operation, structured through a U.K. holding company
• Advised a New York based mining company in a $5 million preferred equity financing transaction to finance the expansion of a rare earth mine
  Financial Institutions
• Advised a Texas based private equity forming a $40 million fund of funds with a broad investment mandate*
• Advised a California based private equity manager in a $15 million 506(b) offering for formation and organization of a financial institution*

Other

• Advised Texas based private equity firm in connection with the formation of multiple alternative asset funds
• Advised New York based family office in connection with multiple, significant equity investments 

*This experience took place prior to joining Barnes & Thornburg

• "Letters of Intent – Often a Trap for the Unwary," Dallas Bar Association, October 24, 2018