J. David Washburn

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Contact Information

Dallas

1717 Main Street
Suite 3700
Dallas, TX 75201
P: +1.214.659.4678
F: +1.214.659.4401
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J. David Washburn

Partner

Dallas Office
1717 Main Street
Suite 3700
Dallas, TX 75201
P: +1.214.659.4678
F: +1.214.659.4401

David is recognized as one of the leading M&A lawyers in the United States and one of the Best Lawyers in America, Corporate Law. David’s M&A practice is distinguished by the fact that he is routinely engaged by Boards, Senior Management, investment bankers and other counsel who are tasked with managing a high-stakes, complex or usual M&A transaction. Best Lawyers in America, The Legal 500 (a directory of leading practitioners compiled on the basis of peer and client referrals) reported: “His straight-forward, goal-oriented, ‘place-the-client’s-objectives-first’ attitude is refreshing and places him in a very small elite of attorneys. He always delivers prompt, courteous, best practice services.”

Representative Experience

Mergers and Acquisitions

David:

  • represented Cerberus Capital Management in its sale of Silverleaf Resorts to Holiday Inn Club Vacations (creating the nation's third largest timeshare resort operator);
  • represented Source Technology (manufacturer of specialized components for the Measurement While Drilling industry) in its sale to Audax Private Equity;
  • represented Impartial Services Group (the largest provider of recall management services to U.S. automakers) in its sale to Stericycle;
  • represented Pecos Gathering and Marketing, Black Hawk Gathering and Striker Oilfield Services in their sale to NGL Energy Partners;
  • represented Composite Engineering, Inc. (U.S. drone-maker) in its sale to Kratos Defense & Security Solutions Inc. Transaction was recognized as the Aerospace and Defense "Deal of the Year - 2012;"
  • represented vAuto, Inc. (a high-tech automotive inventory management tool and the second fastest growing software company in the country) in its sale to AutoTrader.com;
  • represented ATX Group (following Onstar, the second largest telematics provider in the world) in its sale to Cross Country Automotive Services;
  • represented Silverleaf Resorts (a publicly traded timeshare company) in its sale to Cerberus;
  • represented Handango in its sale to PocketGear in a transaction that created the world's largest cross platform, open app store for mobile content;
  • represented Huawei Technologies in its acquisition of Cognigene;
  • extensively involved in the construction industry, including representation of buyers and sellers of various national and regional construction industry participants—both bonded and unbonded (including a manufacturer of high-rise and commercial construction components, a high-power line installation and service company, a bridge and infrastructure company, a turf field and sports track installer, a large commercial and mechanical systems contractor, and others);
  • represented a “top five” domestic interexchange carrier in the acquisition of a multinational telecommunications company;
  • represented the successful acquiror in a litigated contest for control of a high-growth, high-technology company;
  • represented numerous public companies in M&A transactions, including the merger of the world’s leading technology services company; and
  • represented scores of other private sellers and buyers of “middle-market” businesses valued between $10 million and $500 million (including those in the aerospace and defense, medical devices, biotechnology, software, distribution, food products, online services, manufacturing and services industries).

Governance

David’s governance-related experience includes:

  • representing companies with FCPA investigations and inquiries;
  • representing Board members in connection with critical fiduciary duty related matters;
  • representing clients (both employers and whistleblowers) in connection with internal investigations including as it relates to purported accounting fraud (including revenue recognition, channel stuffing and earnings management claims); employee embezzlement; insider trading; and Sarbanes-Oxley violations; and 
  • representing clients in connection with regulatory review proceedings.

David also represented a number of special committees, individuals and companies in connection with stock option backdating investigations; including some of the most high-profile cases in the country.

Securities Offerings

David has handled the initial public offering of numerous clients in a variety of industries including high technology, telecommunications, banking, manufacturing and service.

He has also handled numerous:

  • private placements;
  • preferred stock financings for issuers and private equity investors;
  • secondary and PIPE transactions; and
  • 144A transactions, including the first Trust Originated Preferred Securities Offering outside of New York.

David was Special U.S. Counsel in the IPO of Petro-Victory Energy, a South American-focused oil and gas company with E&P opportunities in Paraguay on the Toronto Stock Exchange.

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