Joshua D. Smith

Representative Experience

• Represented Freymiller Trucking, a leading provider of refrigerated transportation and logistics services, in the sale of a majority stake in the company to California-based Angeles Equity Partners, LLC in partnership with KJM Capital, LLC.
• Represented Globe Life Inc. (NYSE: GL) in its acquisition of Beazley Benefits, a specialized provider of supplemental health solutions for the employee benefits market, from Beazley Insurance Company, Inc.
• Represented ownership group in the successful negotiation of an expansion agreement with the National Lacrosse league, the awarding of the NLL’s 14th franchise to Fort Worth, Texas, and the negotiation of an arena license agreement with Dickies Arena.
• Represented the owners of more than 100 independently owned 7-Eleven convenience stores in Oklahoma in the sale of the companies’ membership interests to Texas-based 7-Eleven, Inc.
• Represented The Charles Machine Works, Inc., parent company of Ditch Witch, American Augers, and other leading brands in the underground construction market, in the sale of the privately held company to The Toro Company (NYSE: TTC).
• Represented Tyson Foods, Inc., the nation’s largest protein-focused food company, and its subsidiaries in their acquisition of the poultry rendering and blending assets of American Proteins, Inc. and AMPRO Products.
• Represented Virgo Capital in an investment in a going private transaction involving RMG Networks Holding Corporation, a global leader in intelligent digital signage software.  The transaction involved negotiating debt and equity financing to facilitate the merger of the previously publicly traded company.
• Represented Virgo Capital, a Texas-based private equity firm, in both its acquisition and subsequent divestiture three years later of Chicago-based Sayers Technology, LLC, a leading provider of data center infrastructure and other IT solutions.  The sales transaction, which was structured as an asset and membership interest sale, resulted in the restructuring of the ownership of Sayers Technology as an ESOP.
• Represented Love’s Travel Stops & Country Stores, Inc., a national chain of truck stops and convenience stores, in its acquisition of Speedco, a nationwide network of high-speed preventative maintenance service facilities for the trucking industry, from an affiliate of Nashville-based Bridgestone Americas, Inc.
• Represented Chickasaw Nation Industries, Inc., a wholly owned corporate subsidiary of the Chickasaw Nation, in its acquisition of a controlling equity interest in Filtra-Systems Company, LLC, a global leader in custom-engineered industrial filtration and separation products, systems and technology for the automotive and aerospace industries.
• Represented the majority owner of Tulsa Pro Hoops, LLC, owner and operator of the WNBA franchise Tulsa Shock, in the team’s relocation to the Dallas-Fort Worth metroplex and rebranding as the Dallas Wings. The transaction included negotiations with the WNBA and the University of Texas Arlington.
• Represented The Oklahoma State Medical Association in the sale of 100% of the stock of PLICO, Inc., one of the premier healthcare liability insurers in the southwestern United States, to Berkshire Hathaway’s MedPro Group.
• Represented Chickasaw Nation Industries, Inc., a wholly owned corporate subsidiary of the Chickasaw Nation, in its acquisition of Corvid Technologies, LLC, an industry-leading provider of advanced engineering services for the defense and automotive industries.
• Represented the developers of a flagship 21c Museum Hotel in Oklahoma City in all aspects of the negotiation and implementation of a multi-level financing structure, including the negotiation, structuring and preparation of federal and state historic tax credit financing, New Markets Tax Credits financing, tax increment financing, Section 108 HUD-guaranteed financing, and traditional financing, as well as the implementation of strategic public-private relationships with the Oklahoma City Economic Development Trust and the City of Oklahoma City. The complex transaction also included the negotiation and preparation of financing agreements, economic development agreements, a ground lease, master lease, and organizational documents.
• Represented Natural Gas Partners, NGP Energy Technology Partners, and BMT Investment Partners, Ltd. in the sale of Flogistix, LP, a leader in the manufacture, sale, leasing and maintenance of natural gas and coal bed methane compression equipment, vapor recovery equipment, liquid pump equipment, and other oil and gas optimization techniques, to a private equity fund controlled by White Deer Energy.
• Represented Dalea Partners, LP in the formation of a joint venture with Abraaj Capital, the largest private equity institution in the Middle East, North Africa and South Asia (MENASA) to acquire Viking Services, the oilfield services division of TransAtlantic Petroleum, Ltd. The closing of the highly complex international transaction, which required working with counsel and accountants in six countries to structure, negotiate and document a significant number of related transactions, involved expertise in the areas of international acquisitions, master service agreements, international financing and leasing structures, international branch operations, and structuring for efficient cross-border operations in the MENASA region.
• Served as U.S. and Oklahoma counsel to Canada-based Enerflex Ltd. (TSX: EFX), a worldwide supplier of products and services to the oil and gas industry, in its acquisition of Mesa Compression, LLC, a national supplier of compression services, for $106 million.
• Represented The Professional Basketball Club, LLC, owner of the NBA’s Oklahoma City Thunder, in a variety of ownership, sponsorship, and other operational matters.
• Represented Viking Services, BV, a fully integrated oilfield service group with operations in the Middle East and North Africa, in extending its footprint into central Europe through the acquisition of Central European Drilling and Acoustic Geophysical Services from Aspect Holdings, LLC.
• Represented a private university in acquiring a national historically registered building for relocation of its law school facility, including review of existing bond documents; negotiation of purchase agreement, leasing, subleasing, title and survey matters; negotiation with prior owner of property regarding the release of existing easements; formation of joint venture entity to own the property; and assistance with New Markets Tax Credit financing related to the acquisition and development of the property.
• Represented The Charles Machine Works, Inc., manufacturer of Ditch Witch underground construction equipment, in its acquisition of both American Augers, Inc. and Astec Underground’s Trencor product line of large trenchers from Astec Industries, Inc. (NASDAQ: ASTE).
• Represented SAIC Constructors, LLC, a provider of comprehensive design-build services for a variety of major industries, in vendor-financing of the renovation and development of an 8.6-megawatt geothermal power plant owned and operated by U.S. Geothermal in Nevada.
• Represented Riata HWD in the sale of its 50% ownership interests in Horizontal Well Drillers, LLC, a provider of vertical and horizontal well drilling services.
• Represented SAIC Constructors, LLC in securing bridge financing for the construction of a 62.5-megawatt geothermal power plant by Patua Project LLC, a subsidiary of Gradient Resources, Inc. The transaction included the negotiation of a credit agreement and related security documents.
• Represented Griffin Media Center, LLC in securing funding, including Federal New Markets Tax Credits, for the construction of the Griffin Communications Media Center in Tulsa, Oklahoma’s Brady Arts District. Construction financing for the state-of-the-art media center was achieved through complex loan structures which resulted in very favorable borrowing costs.
• Represented The Oklahoma Publishing Company in its acquisition of a controlling equity interest in Pavestone Company, a national manufacturer of concrete landscaping products, and its subsidiaries.
• Represented Tyson Foods, Inc., the second-largest U.S. food company and the world’s largest supplier of protein-based products, in a minority investment and strategic alliance with Professor Connor’s, Inc., a New Jersey based manufacturer of fresh refrigerated pet foods and treats under the brands Freshpet ® Select and Deli Fresh ®.
• Represented the shareholders of 180 Medical, Inc., a leading distributor of urologic catheters, in the sale of their stock to Cortec Group Fund.
• Represented the shareholders in the sale of the stock of Central Plastics Company, a manufacturer of pipe fittings and systems and fusion equipment with operations in the United States, China, Argentina and New Zealand, to Switzerland-based George Fischer Corporation.
• Represented a wholesale and retail lumber and building materials company in the sale of substantially all of its assets to a public purchaser. The transaction included the transfer of over 50 pieces of real property and total consideration of approximately $700 million.
• Represented the shareholders of an Oklahoma-based health maintenance organization in the sale of the company for consideration of approximately $20 million.
• Represented BMT Capital Corporation, Natural Gas Partners, and NGP Energy Technology Partners in the acquisition of all the equity interests of Flogistix, a national leader in the manufacture, sale, leasing and maintenance of natural gas and coal bed methane compression equipment, vapor recovery equipment, and liquid pump equipment.
• Represented ProBuild Company LLC, the nation’s largest supplier of building materials to national builders and local contractors, in its acquisition of Harbert Lumber locations and associated equipment, inventory and real estate in Aspen, Glenwood Springs, and Steamboat Springs, Colorado.
• Represented Kingfisher Regional Hospital, an Oklahoma nonprofit and tax-exempt corporation, in the financing of a new hospital facility through tax-exempt bonds and sales tax revenues.
• Represented a tribal business corporation in connection with its acquisition of a Small Business Administration 8(a) government contracting company.
• Represented the owners of Perimeter Technology Center, LLC, Oklahoma’s largest commercial data center provider, in the sale of its Oklahoma City and Tulsa data centers and 100% of its membership interests to St. Louis, Missouri-based Cequel Data Centers.
• Represented telecommunications company Cellular Network Partnership in its acquisition of interests in mobile wireless operations, cellular licenses and PCS and AWS spectrum operating under the Cellular One brand in western Oklahoma.