Steven Quiring

Steve Quiring represents clients in a broad variety of corporate and transactional matters, with particular experience in all aspects of joint ventures. Steve has substantial experience in the structuring, formation, financing and governance of corporate and pass-through entities, including general partnerships, limited partnerships and limited liability companies.

Steve also has substantial experience representing public and private entities, including public and non-traded real estate investment trusts (REITs), real estate developers, investment funds and other businesses and investors in:

• Mergers
• Asset and equity acquisitions and dispositions
• Financing
• Public and private offerings of debt and equity
• General corporate and governance matters

Joint Ventures and Pass-Through Entities

• Representation of numerous real estate developers, REITs, private investment funds, other businesses and investors in structuring, reorganizing, negotiating and documenting joint ventures structured as general partnerships, limited partnerships or limited liability companies
• Draft multiple partnership and limited liability company agreements and amendments for joint ventures between NYSE-traded REITs and property developers
• Represent owner/operator of marina projects in multiple private issuances of equity and investments in joint ventures to acquire marina properties
• Reorganization of privately owned oil and gas industry engineering and services provider, including amending and restating operating agreements of multiple levels of holding companies and operating companies, admission of new members, implementing phantom equity (phantom stock) plan and preparing employment agreements for all members
• Represent petroleum engineering company in formation and investment in limited liability company organized as woman-owned business
• Prepare partnership agreement, limited liability company agreement, co-ownership agreement, asset management agreement and ancillary documentation for co-investment in over 1,000 acres of real property for development in Galveston in deal involving investment via multiple levels of partnerships as well as multiple tenants in common (TICs) investing as part of a 1031 exchange
• Prepare independent contractor and reseller agreements for joint venture between U.S.-based software firm and entity organized in Bahrain
• Prepare operating agreement and shareholders agreement for international joint venture between U.S.-based oil and gas company and a Malaysian company
• Represent numerous businesses in restructurings and reorganizations of investment and project entities
• Form private investment fund to make indirect investments, through other limited liability companies or partnerships, in marina properties
• Prepare limited liability company and partnership agreements, subscription agreements and related documents for various investment entities
• Represent investors in private acquisitions of partnership and limited liability company interests
• Represent startup companies in entity formation, structuring and governance
• Represent partners, members and managers with respect to governance issues and dispute

Mergers and Acquisitions

• Assisted in representation of NYSE-traded REIT in acquisition of another NYSE-traded REIT for approximately $1.4 billion
• Assisted in representation of NYSE-traded REIT in acquisition of portfolio of real estate properties and equity for approximately $250 million
• Sale by privately held company of its feedmill business division for approximately $45 million
• Represented dry cleaning and laundry company in private sale of business for approximately $6.25 million
• Assisted private equity firm in acquisition of home medical equipment manufacturer for approximately $10 million
• Represent oil and gas engineering and services firm in acquisition of assets, including separate purchase of personal goodwill, of energy field services company for approximately $1 million in debt and issuance of equity in new operating company
• Lead due diligence teams in multiple completed and/or proposed mergers and acquisitions in excess of $1 billion each
• Represent privately held companies in various strategic acquisitions

Securities and Financing

• Represent broker/dealer with respect to FINRA review of public offering of up to approximately $1 billion of common stock of a non-listed (i.e., "non-traded") REIT, and represent issuer in multi-state regulatory filings related to offering
• Represent non-traded REITs in multi-state registrations of public offerings of common stock
• Represented private financial services company in approximately $3.5 million private financing involving sale and issuance of shares and warrants, redemption of certain outstanding common stock and purchase of limited liability company interests
• Represented private financial services company in private sale of certain common stock for approximately $1 million plus conversion of outstanding debt
• Represented company in sale of subsidiaries and related loan and contract assets for cancellation of various debt and agreement to pursue additional financing
• Assisted in $380 million private equity recapitalization of privately held storage facility company
• Assisted NYSE-listed company in issuance of approximately $125 million of common stock
• Assisted in representation of company in corporate restructuring and financing, including obtaining senior revolving loan facility in the aggregate amount of $75 million, mezzanine loan consisting of two subordinated secured facilities totaling $4.5 million, a $3.2 million discounted unsecured term loan facility, and issuance of $7 million in common stock and $1.8 million in preferred stock
• Assisted real estate owner in simultaneous closing of senior, mezzanine and junior loans, in excess of $17 million
• Assisted in representation of issuer in Regulation S and Rule 144A offer of approximately €400 million of bonds and subsequent exchange offer for registered securities
• Represent issuers and investors in private offerings of debt and equity, and prepare subscription agreements, stockholders' agreements, registration rights agreements and other documents related to same

Other Significant Representations

• As local counsel, prepare local opinions based on Texas law and review transaction documents for compliance with and enforceability under Texas law
• Negotiate and draft operating agreements, employment agreements, marketing agreements, management agreements, services agreements, non-disclosure agreements and other types of contracts for businesses, investors and entrepreneurs
• Assist in settlements of litigated disputes among members of joint ventures, resulting in sales and/or assignments of limited liability company interests and other assets
• Prepare private placement memoranda (PPMs) and subscription documents for multiple private securities offerings, including investment partnerships formed to invest in other entities
• Represent businesses with respect to corporate governance, compliance, and authority issues