THOMAS I. QUEEN, JR.
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1 THOMAS I. QUEEN, JR. Shareholder CORPORATE & SECURITIES, MERGERS & ACQUISITIONS DIRECT PHONE: DIRECT FAX: ABOUT Thomas Queen concentrates his practice in the areas of mergers and acquisitions (M&A), corporate in nine separate M&A transactions representing over $1 billion in aggregate transaction values. Thomas has been an invited speaker at local and national CLEs on M&A topics, and previously experience advising business entities and entrepreneurs on entity formation and governance served as independent counsel to Audit Committees in connection with internal corporate investigations, and special counsel to independent directors in connection with their consideration of reorganization and other strategic transactions. When he is not working on a deal, Thomas enjoys from the University of Richmond, where he was Editor-in-Chief of the University of Richmond Law received a B.A. in History, with honors, from James Madison University.
2 PROFESSIONAL QUALIFICATIONS Admissions: Virginia, Texas, U.S. District Court for the Eastern District of Virginia and U.S. Court of Appeals for the Fourth Circuit. Law Clerk to the Hon. Robert G. Doumar, U.S. District Court, Eastern District of Virginia, Education: James Madison University (B.A., 1996, with honors); University of Richmond School of Law (J.D., magna cum laude, 2000). Order of the Barristers; Charles T. Norman Award for Most Outstanding Overall Graduate. Editor-in-Chief, University of Richmond Law Review, REPRESENTATIVE EXPERIENCE M & A TRANSACTIONS Selected Recent Buy-Side Engagements : Represented Porthcawl Holdings, LLC in acquisition of JungleDisk (a provider of data back-up services headquartered in San Antonio, Texas) from Rackspace US, Inc. (NYSE: RAX). Transaction included equity raise from co-investor group and new senior and revolving credit facilities with Bank SNB. Represented Owner Resource Group, LLC in acquisition of GC Services Limited Partnership (an accounts receivable management and business process outsourcing firm headquartered in Houston, Texas). Transaction included equity raise from co-investor group, new term loan facility with Highbridge Capital and new revolving credit facility with Texas Capital Bank. Represented Greenridge Investment Partners in acquisition of Consolidated Asset Recovery Systems, Inc. (CARS) (a provider of repossession and remarketing software and services headquartered in Raleigh, North Carolina). Transaction included new senior debt financing with Cadence Bank and subordinated debt financing with C3 Capital. Represented Blue Sage Capital in acquisition of Baxley-LogPro, a leading manufacturer and supplier of equipment and systems for the forest products and biomass industries headquartered in Hot Springs, Arkansas. Transaction included new senior debt financing with Comerica Bank. Represented Blue Sage Capital in acquisition of Marine Accessories Corp., a leading manufacturer of boat towers and accessories headquartered in Maryville, Tennessee. Transaction included equity raise from co-investor group and new senior debt financing with Texas Capital Bank.
3 Represented Owner Resource Group, LLC in acquisition of Precision Hydraulic Cylinders, Inc., a global manufacturer of highly engineered, custom hydraulic cylinders headquartered in Wilmington, North Carolina. Represented Owner Resource Group, LLC in acquisition of American Business Media, LLC., a B-to-B publishing and digital marketing company headquartered in Rockaway, New Jersey. Represented Owner Resource Group, LLC in acquisition of majority of the outstanding stock of Optimation Technology, Inc. (an industrial engineering, construction and related services firm headquartered in Rochester, New York). Represented Enteq Upstream plc (LSE: NTQ) in the acquisition of substantially all of the assets of M&R Industries, Ltd. and Pro-Flow Fabrication Technologies, Ltd. (E&P tool manufacturers and distributors headquartered in Houston, Texas). Represented Owner Resource Group, LLC in acquisition of substantially all of the assets of KMCO, LP, KMTEX, LP, and DOT Chemicals, Inc., a privately held chemical manufacturing and distribution business located in Crosby, Texas and Port Arthur, Texas. Transaction included equity raise from co-investor group, new senior and revolving credit facilities with GE Capital and new mezzanine credit facility with PNC Erieview. Represented Enteq Upstream plc (LSE: NTQ) in the acquisition of substantially all of the assets of XXT Incorporated (an E&P technology firm headquartered in Santa Clara, California). Selected Recent Sell-Side Engagements : Represented Offers.com, LLC in sale to Ziff Davis, LLC, a division of j2 Global (NASDAQ: JCOM). The target operated coupon code and product deals websites from its headquarters in Austin, Texas Represented Parker School Uniforms, LLC in sale to investment group led by Argosy Investment Partners, Plexus Capital and Salem Investment Partners. Houston-based Parker is the leading provider of school uniforms to private and charter schools across the Sunbelt region of the United States and was previously a portfolio company of Blue Sage Capital. During Blue Sage Capital s ownership, Graves Dougherty advised Parker on four separate addon acquisitions. Represented Mr. Gatti s, LP in sale to Sovrano, LLC. Founded in 1964, Mr. Gatti s is a Texasbased owner, operator and franchisor of retail pizza restaurants across the United States. Mr. Gatti s was previously a portfolio company of Blue Sage Capital. Represented Gila LLC in sale to Navient Inc. (NASDAQ: NAVI). The target provides asset recovery and business process outsourcing services focused on the state and local government market from its headquarters in Austin, Texas, and was previously a portfolio company of Owner Resource Group, LLC.
4 Represented Global Parts Distributors, LLC (an auto parts manufacturer and distributor headquartered in Macon, Georgia and a portfolio company of Owner Resource Group, LLC and Selected Investments, Inc.) in sale to Omega Acquisition Corp. (a River Associates Investments platform headquartered in Dallas, Texas). Represented owners of The Money Store, L.P. in the sale of their outstanding partnership interests to Speedy Cash Holdings Corp. (a Friedman, Fleischer & Lowe portfolio company headquartered in Wichita, Kansas). The target operated 67 Money Box retail stores in Central and South Texas. Represented world s largest independent manufacturer of industrial drill bits in leveraged buyout by U.S. private equity firm. Transaction involved the sale of substantially all of the assets of target s U.S. and Mexico manufacturing and sales operations (with over 1,000 employees), as well as the sale of foreign subsidiaries in France, the United Kingdom, Mexico and Australia. Represented national healthcare media company in connection with its restructuring and divestiture of three separate business divisions.. Represented regional propane company in the sale of its residential community propane/pipeline business to an NYSE-listed propane company. Represented the holding company for three Texas beer/beverage distributorships in the sale of substantially all of its assets to a national consolidator of beer and wine distributorships. OTHER PRIVATE EQUITY AND VENTURE CAPITAL TRANSACTIONS Advised private equity fund focused on minority growth-equity investments on the formation of its first fund, including preparation of fund governance documents and negotiations with prospective limited partners. Advised private equity fund focused on middle-market buyouts and control transactions on the formation of its second fund, including preparation of fund governance documents, negotiations with prospective limited partners and certain aspects of the fund s SBA / SBIC approval process. Advised venture capital fund focused on early-stage investments on the formation of its first fund. Represented issuers, entrepreneurs and investors in numerous venture capital financings and recapitalizations.
5 INDEPENDENT COUNSEL Represented Audit Committee of NASDAQ-listed software company in connection with internal corporate investigation into multi-year financial restatement, management issues and related SEC inquiry. Represented independent directors of NASDAQ-listed insurance company in connection with internal corporate investigation into shareholder allegations and responding to derivative demand letter. Represented Audit Committee of NASDAQ-listed company in connection with internal corporate investigation into company s historic stock option practices and related SEC inquiry. Special counsel to Board of Directors of NASDAQ-listed pharmaceutical company in planning for reorganization proceedings and consideration of strategic alternatives. PROFESSIONAL AFFILIATIONS Member: State Bar of Texas (Prior Chair M&A Committee of the Business Law Section); American Bar Association (Business Law Section; M&A Committee and Deal Points Task Force); Virginia Bar Association. AWARDS AND HONORS Listed in The Best Lawyers in America published by Woodward/White, Inc., Corporate Governance Law, Mergers and Acquisitions Law, and Corporate Law ( ). Texas Monthly, Super Lawyers Rising Star, published by Thomson Reuters, Texas Monthly, Super Lawyers, published by Thomson Reuters, COMMUNITY KIPP Austin Public Schools (Former Member, Executive Committee and Board of Directors) Austin Community College Foundation, Former Director Previously served on Board of Directors of Trinity Center of Austin PUBLICATIONS AND PRESENTATIONS Panel Speaker, How to Sell Your Business Seminar, Austin, Texas (March 2012, February 2007 and February 2006). Panel Speaker, Directors Duties for Portfolio Companies, Venture Capital Financing CLE Course, Austin, Texas (October 2011).
6 Panel Speaker, Negotiating Indemnification Provisions in Acquisition Transactions, American Bar Association Business Law Section CLE Course (March 2010). Speaker, M&A Update: Report on the 2007 Private Target Deal Points Survey and Recent MAC Litigation Developments, Austin Bar Association (April 2008). Panel Speaker, Revenue Recognition and Accounting Red Flags in the Technology Sector, University of Texas Technology Law Conference (May 2007). Casenote, Oncale v. Sundowner Offshore Services, 33 U. Rich. L. Rev 257 (1999).
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