Overview

Kevin Boardman represents institutional clients in connection with a wide range of domestic and international business transactions.  Mr. Boardman helps lead the firm’s fund formation and fund regulatory practice, advising sponsors of private equity funds, hedge funds and other pooled investment funds in connection with both private fund structuring and fund raising as well as SEC and state level investment adviser registration and other regulatory compliance matters. Mr. Boardman regularly represents institutional investors, including funds-of-funds, insurance companies and sovereign wealth funds, in connection with their investments in other private funds.    Mr. Boardman also has a wide-ranging mergers and acquisitions, securities and corporate transactional practice.

Mr. Boardman’s range of experience in representing private investment funds and   institutional investors includes:

• Structuring and formation of a variety of onshore and offshore funds, including buyout, mezzanine, oil & gas, venture capital and hedge funds;
• Structuring non-traditional investments for institutional investors and fund sponsors, including funds-of-one, separately managed accounts, individually managed accounts and other creative structures to achieve the specific goals of sponsors and investors;
• Investment adviser registration and compliance under federal and state laws and regulations, including  SEC registration, filing and compliance requirements under the Investment Adviser’s Act of 1940 following the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act; and
• Structuring and executing a wide range of investment and acquisition transactions on behalf of such funds, including leveraged buyouts, acquisitions and divestitures, control and minority investments, senior and mezzanine debt financing, venture capital investments and recapitalization transactions. 

In addition to his legal experience, Mr. Boardman brings to bear prior entrepreneurial experience when advising his clients.  He previously founded and served as President of a business with primary responsibility for operations and management of eight employees. 

Mr. Boardman was named by the Dallas Business Journal to its list of “40 Under 40” business leaders in the Dallas-Ft. Worth area in 2005

Representative Matters

Fund Formation and Compliance - sponsor representation

• Representation of fund sponsor in formation of buyout fund focused on complex and special situations across all industries.
• Representation of fund sponsor that has previously managed multiple CAPCOs in formation of a traditional debt fund focused on small businesses.
• Representation of fund sponsor who has spun out of another venture capital fund in the formation of a micro-venture capital fund.
• Representation of fund sponsor in formation of second private investment fund focused on upstream oil and gas investments.
• Representation of fund sponsor in formation of second private investment fund focused on upstream oil and gas investments.
• Representation of large multi-fund sponsor in formation of domestic and offshore funds  focused on middle market subordinated debt and equity investments, including structuring of both individually managed accounts and an offshore fund-of one that invests in parallel with the primary fund.
• Representation of fund sponsor in formation of mezzanine fund focused on investments in clean-tech.
• Representation of new fund sponsor in formation of SBIC mezzanine fund.
• Representation of fund sponsor in formation of hedge fund focused on merger arbitrage opportunities, and related investment adviser registration.
• Representation of new fund sponsor in formation of mezzanine fund.
• Representation of fund sponsor in connection with formation of venture capital fund focused on investments in the green-technology space.
• Representation of new fund sponsor in formation of private equity fund focused on distressed debt investments and senior lending to developers in the U.S residential real estate sector.
• Representation of fund sponsor in formation of sponsor’s third SBIC mezzanine fund.
• Representation of new fund sponsor in formation of private equity fund focused on leveraged buyouts in the energy services sector.
• Representation of new fund sponsor in formation of private investment fund focused on upstream oil and gas investments.
• Representation of private equity and hedge fund principals in connection with various internal fund matters, including negotiation and structuring of participation in general partner and investment manager entities, and negotiation and structuring of withdrawals, departures, redemptions and transfers.
• Representation of manager of hedge fund of funds in connection with solicitation activities and compliance with federal and state investment adviser and broker-dealer regulations.
• Representation of investment adviser to $1+ billion hedge fund in connection with initial federal registration as an investment adviser.
• Representation of hedge fund manager to $1+ billion domestic and offshore hedge funds in connection with structuring of arrangements with solicitors and finders and compliance with investment adviser and broker-dealer regulations.

fund formation – investor representation

• Representation of large national insurance company in connection with anchor investment in private equity fund.
• Representation of large diversified financial conglomerate in connection with investments in private funds,including both traditional LP investments and fund-of-one structures.
• Representation of sovereign wealth funds in connection with investments in both U.S. and foreign private funds.
• Representation of large publicly-held financial firm in connection with anchor investments in multiple SBICs.

Private Fund Acquisitions and Investments

• Representation of Trive Capital in connection with its acquisition of Precise Packaging, Inc.
• Representation of Trive Capital in connection with its acquisition of Huron Inc.
• Representation of OFS Energy Fund in connection with its acquisition of Rotary Drilling Tools USA.
• Representation of OFS Energy Fund in connection with its acquisition of KW International.
• Representation of Trive Capital in connection with its acquisition of Southern Towing Company.
• Representation of OFS Energy Fund in connection with its acquisition of Vision Oil Tools, Inc. and multiple add-on acquisitions.
• Representation of Dorado Energy Partners in connection with its sale of All Points Equipment Co., L.L.C. and Century Corrosion Technologies, L.L.C. to Ameriforge Group, Inc.
• Representation of Dorado Energy Partners in connection with the sale of its investment in Zephyr Gas Services as part of the acquisition of Zephyr by Regency Energy Partners.
• Representation of Blue Wolf Capital Fund II and Atlas Holdings LLC in connection with the structuring and acquisition, through an affiliate of their portfolio company Northern Pulp Nova Scotia, of 475,000 acres of Nova Scotia forest land from Neenah Paper, Inc. (NYSE: NP).
• Representation of Dorado Energy Partners in connection with its equity investment in Zephyr Gas Services.
• Representation of Dorado Energy Partners in connection with its concurrent buyouts of All Points Equipment Co. and Century Corrosion Technologies.
• Representation of private investment group in connection with $30 million leveraged buyout of leading private company in the security alarm business.
• Representation of New York-based Blue Wolf Capital Fund II in connection with its acquisition of the assets of Chicago-based Hospital Laundry Services and the assets of Northern Illinois Hospital Services, based in Rockford, Illinois, each from a consortium of not-for-profit hospitals, in a transaction that resulted in the formation of the largest and highest-volume provider of health care laundry services in North America.
• Representation of Washington, D.C.-based private investment firm Key Bridge Partners in connection with its acquisition of Duvinage Corporation, a Maryland-based manufacturer of custom spiral and circular stairs. The transaction was awarded in 2008 the prestigious "Deal of the Year" award by the Association of Corporate Growth, Maryland chapter.
• Representation of New York-based private equity group Blue Wolf Capital Management in connection with its acquisition, together with Atlas Holdings LLC, of Neenah Paper Company of Canada’s kraft pulp mill at Abercrombie Point, Pictou County, Nova Scotia.
• Representation of multibillion dollar hedge fund in connection with multiple senior secured lending investments with equity participation.
• Representation of New York-based private equity group Blue Wolf Capital Management in its $102 million acquisition of Montauk Energy Capital, LLC, a previously wholly-owned subsidiary of Duquesne Light Holdings, Inc. (NYSE: DQE). Buyouts magazine selected the transaction as “Deal of the Year” for 2006 for transactions under $200 million.
• Representation of multibillion dollar private equity group in connection with acquisition and disposition transactions and ongoing representation of portfolio companies.
• Representation of private companies, entrepreneurs and venture capital funds in connection with more than 40 venture capital financings led by top-tier venture capital funds, including Austin Ventures, Sevin Rosen Funds, TL Venture Partners, Kleiner Perkins Caufield & Byers, Triton Venture Partners, Hunt Ventures, JMI Equity Fund and Fortress Investment Group.

• Representation of acquiror in negotiation and structuring of approximately $2 billion of financing commitments for proposed tender offer and buyout of Swift Transportation Co., Inc. (NASDAQ: SWFT).
• Representation of Covenant Transport, Inc. (NASDAQ: CVTI) in its $80 million acquisition of Star Transportation, Inc.
• Representation of MindVision, Inc., a leading private software company, and its stockholders, in connection with the company’s acquisition by Digital River, Inc. (NASDAQ: DRIV).
• Representation of private company in connection with serial acquisitions of private, durable medical equipment suppliers throughout the southeast United States.
• Representation of U.S. Xpress Enterprises, Inc. (NASDAQ: XPRSA), a public transportation company, in connection with its acquisitions of two privately-held trucking companies.
• Representation of acquirer in connection with acquisition of North Texas Healthcare Network, a large, Dallas-based managed care network.
• Representation of Consolidated Restaurant Operations, Inc. (and its predecessors) in connection with multiple acquisitions, including the $60 million leveraged buyout of El Chico Restaurants, Inc. (previously NASDAQ: ELCH) and $80 million leveraged buyout of Spaghetti Warehouse, Inc. (previously NYSE: SWH).
• Representation of Capstead Mortgage Corporation (NYSE:CMO) in connection with sale of Capstead, Inc., an affiliated mortgage loan originator and servicer, to GMAC Mortgage Corporation.

• Representation of two public transportation companies in the negotiation of $100 million+ revolving credit facilities and accounts receivable securitization facilities.
• Representation of Onyx Acceptance Corporation (previously NASDAQ: ONYX; acquired by Capital One) in the securitization of more than $3 billion of automobile loan receivables and related registered public offerings of asset-backed securities.
• Representation of CS First Boston as managing underwriter in connection with two underwritten public offerings of an aggregate of $1 billion of senior notes of Federated Department Stores (NYSE: FD).
• Representation of Onyx Acceptance Corporation (previously NASDAQ: ONYX; acquired by Capital One) in connection with $23 million underwritten public offering of high-yield notes.
• Representation of Capstead Mortgage Corporation (NYSE: CMO) in connection with underwritten public offerings of more than $1 billion of collateralized mortgage obligations in connection with multiple securitizations of residential mortgage loans.
• Representation of public companies and their boards of directors in connection with tender offers, stock repurchase programs, dividend reinvestment plans (DRIPs), proxy solicitations, PIPE transactions, NYSE and NASDAQ listing applications and compliance and various general corporate matters.