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J. Patrick Ryan Member

J. Patrick “Pat” Ryan has counseled clients on a full range of corporate and securities matters, including private and public debt and equity financings; mergers and acquisitions; initial and secondary public offerings, from both the issuer and underwriter sides; going-private transactions; periodic SEC filings; SEC investigations; venture capital and other private financings; joint ventures; general contract negotiations; and other corporate matters. He has advised clients in the restaurant, retail, entertainment/gaming, healthcare/pharmaceuticals, auto rental, technology, energy finance and construction services industries.

In the franchising area, Pat has represented a number of nationwide franchisor entities in the preparation and registration of required disclosure documents and forms of agreement, in franchise offerings and sales conducted under state registrations and under the fractional franchise and other exemptions from federal and state disclosure/registration requirements, and in the negotiation of complex multi-state franchise and development agreements.

Experience

Pat has advised clients on corporate, securities and franchising matters for more than 30 years.

Corporate/Mergers and Acquisitions

  • Represented the acquirer in the acquisition of a privately held cafeteria chain out of bankruptcy
  • Represented the acquirer in the acquisition of franchised hamburger restaurants by the franchisor
  • Represented a privately held manufacturer of modular LNG facilities in the sale of its assets to a Fortune 500 company
  • Represented a privately held auto insurance technology service provider in a triangular merger with a larger participant in the industry
  • Represented an exploration and production company in a merger and recapitalization with another exploration and production company
  • Represented the acquirer in the acquisition of a privately held Mexican restaurant chain by a multi-concept operator
  • Represented the acquirer in the acquisition of one publicly traded Mexican restaurant chain by another
  • Represented the target company in the acquisition of a publicly traded Mexican restaurant chain by a large multi-unit burger franchisee
  • Represented the target company in the acquisition of assets of a five-hospital nonprofit system by a for-profit system
  • Represented the acquirer in the acquisition of a controlling equity interest in a licensor of gender-selection livestock breeding technology, and a follow-on cash-out merger to acquire the remaining equity
  • Represented the target company in the acquisition of a South Texas dairy business by a large national dairy company
  • Represented the acquisition group in the acquisition and financing of an NBA professional sports franchise

Corporate/Joint Ventures and Other

  • Represented an agricultural technology company providing gender-selection technologies and services in collaborative joint ventures with a large livestock breeding company in the EU and South America and in the subsequent re-acquisition of the South American joint venture interest
  • Represented a pharmaceutical company in a drug development joint venture with a Japanese pharmaceutical company
  • Represented a regional fast-casual Mexican food chain in a development joint venture with a larger casual dining chain
  • Represented a nonprofit hospital chain and its staff physicians in the development of a management services organization

Securities and Other Financings

  • Represented an exploration and production company in a debt financing transaction with an institutional lender
  • Represented a family office investment firm in the recapitalization of a portfolio company operating dialysis centers and radiation oncology centers and in the subsequent sale of such portfolio company to a larger healthcare company
  • Represented a family office investment firm in the acquisition financing of two different cardiac hospitals by a portfolio company
  • Represented certain private investors in the acquisition of a military grade weapons designer/manufacturer in a bankruptcy proceeding
  • Represented a publicly held recycled builder materials manufacturer in a change of control private equity financing
  • Represented issuers in initial public offerings from the food service, technology, retail, building materials, and consumer electronics wholesale industries
  • Represented underwriters in initial public offerings from the food service, retail and commercial vehicle dealership industries
  • Represented issuers in secondary public offerings of debt and equity securities from the food service, technology, retail, building materials, entertainment, and specialty utility contracting industries
  • Represented two different Gulf Coast gaming companies in Rule 144A secured debt placements to finance casino construction
  • Represented special committees for two different publicly traded restaurant companies in going private transactions, one accomplished by tender offer, one by reverse stock split
  • Represented a publicly traded consumer electronics wholesaler in successful proxy contest to acquire control of large publicly traded New York consumer electronics retailer
  • Represented issuers and investors in a substantial number of convertible debt and/or equity transactions in restaurant, energy, entertainment, pharmaceutical, healthcare, telematics, building materials and agricultural technology industries

Franchising

  • Represented the national franchisee association of a major car rental system in negotiating preferred franchise rights and other considerations resulting from the franchisor’s acquisition and partial integration of competitor car rental systems on three different occasions
  • Represented a casual-dining burger chain in the preparation of franchising disclosure documents and standard franchise and area development agreement forms, the registration of its franchise offering in all registration states nationwide, and the negotiation of its first several dozen area developer agreements
  • Represented a large nationwide specialty beverage chain in its development of standard agreements and the negotiation of more than a hundred multi-unit license agreements in fractional franchise disclosure-exempt transactions with hotel, grocery, gaming and bookstore chains, university food systems and other experienced food/beverage service operators
  • Represented a regional fast casual Mexican food chain in the preparation of franchising disclosure documents and standard franchise and area developer agreement forms, selected state registrations and exemption filings, and negotiation of area developer agreements
  • Represented a nationwide health and fitness chain in the development of standard franchise disclosure documents and standard forms of franchise agreements
  • Represented a major burger chain with respect to franchising diligence and review and franchise-pertinent representations and covenants in the acquisition of a Mexican fast food chain with franchised operations
  • Represented a nationwide specialty beverage chain with respect to franchising diligence and review of franchise-pertinent representations and covenants in the acquisition of another nationwide specialty beverage chain with franchised operations
  • Represented unsecured creditors with respect to franchising diligence and review and franchise-pertinent representations and covenants in the acquisition by debt conversion of a nationwide pizza chain with franchised operations
  • Represented a major burger chain in the sale of future royalty payments in a financing transaction
  • Represented a nationwide fast casual dining chain in the roll-up of most of its existing franchised units, pursuant to contractual debt conversion rights, and the subsequent auction and sale of the restaurant chain in a bankruptcy proceeding
  • Represented a major hotel chain in the acquisition of a 49% joint venture interest in a fine dining steakhouse chain and negotiation of steakhouse franchise agreements for the hotel chain
  • Represented franchisees of various franchised restaurant concepts or other franchise systems in the review of disclosure documents and the negotiation of franchise and development agreements

Memberships & Involvement

  • State Bar of Texas
  • American Bar Association
    • Business Law Section
    • Forum on Franchising
  • Martindale-Hubbell® AV® PreeminentTM Peer Review Rating
  • Recognized in The Best Lawyers in America® for Corporate Law, 2011-Present. Copyright 2015 by Woodward/White, Inc., Aiken, SC