Ken Miller
Partner

600 Travis
Suite 4200
Houston TX 77002
P: 713.220.4404
F: 713.238.7189

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, dispositions 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 the equity owners of Remedial Construction Services, a leading geoenvironmental contractor providing soil remediation, groundwater remediation, slurry wall construction and jet grouting services, in its acquisition by Recon Holdings III, Inc., a portfolio company of Lindsay Goldberg (May 2008).
  • Represented the equity owners of Pasadena Tank Corporation, a leading provider of engineering, fabrication, construction and maintenance services for aboveground storage tanks in the petrochemical industry, in its acquisition by HMT Inc., a portfolio company of Berkshire Partners.  (February 2008)
  • Represented HOERBIGER Service Inc. in the acquisition of the operating assets of the Revak Companies, a leading provider in the repair and service of turbo machinery used in the refining, petrochemical and process industries.  (January 2008)
  • Represented the equity owners of TNT Crane & Rigging Inc., a privately held full service crane and rigging operator based in Houston, Texas, in its acquisition by Mezzanine Management.  (November 2007)
  • Represented Newpark Resources, Inc. in the acquisition of the operating assets of SEM Construction Company, a full-service well site construction company engaged in construction, reclamation, maintenance and general rig work at drilling locations for the oil and gas industry throughout Western Colorado.  (August 2007)
  • Represented CCS Income Trust in the acquisition of the operating assets of Mobley Oilfield Services, L.P., an integrated oilfield service company providing trucking, on-site storage and disposal of waste produced in the drilling, completion and ongoing production of oil and gas wells.  (March 2007)
  • Represented Apache Corporation in the acquisition of controlling interests in 28 oil and gas fields in the Permian Basin of West Texas from Anadarko Petroleum Corporation for $1 billion.  (March 2007)
  • 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

  • "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 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

Headline News

Industries
Practice Areas
Education
  • JD, 1974, University of Houston Law Center, Order of the Barons, Phi Delta Phi, Admissions Committee, Houston Law Review, Editor
  • BA, 1971, Government, University of Texas
Admitted
  • Texas 1974
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