Trey Tipton

Representative Experience

Mergers & Acquisitions

• Represented Crossroads Roofing Supply, Inc., an Oklahoma-based corporation and a wholesale distributor of roofing, siding and insulation materials, in the sale of their assets from their five branches located in Enid, Norman, Oklahoma City, Stillwater, and Tulsa, to Beacon Roofing Supply Inc (Nasdaq: BECN), a Fortune 500 publicly traded distributor of building products.
• Represented an Oklahoma-based waste disposal corporation in the sale of substantially all of their assets to an out-of-state competitor.
• Represented a local Edmond-based community bank in the sale of its assets to a federally chartered credit union, the first transaction of its kind in Oklahoma involving a bank and a credit union.
• Represented the buyer/investor group in the acquisition a private equity-backed oil and gas company valued at more than $95 million through the simultaneous acquisition of its existing credit facility from a national lender and corresponding exchange of said debt for 100% ownership in the entity.
• Represented Oklahoma-based home healthcare and hospice provider in the sale of 100% of their issued and outstanding capital stock.
• Represented four separate groups of oral surgeons in the sale of their dental surgical practices to a national private equity-backed conglomerate.
• Represented Oklahoma-based dental group in the acquisition and financing of practices and real property for five locations, as well as the divestiture of three other practice locations.
• Represented the largest orthodontic practice in northwest Oklahoma in the sale of its practice and real estate holdings.
• Represented entrepreneur in purchase of 103-year-old Oklahoma company specializing in industrial burner management systems and solutions via an asset sale transaction.
• Represented Oklahoma-based designer and manufacturer of hydraulic parts in the sale of a majority interest in its business to a private equity-backed buyer.
• Represented the owner of a local information technology group in the sale of its government contracting business to the economic development arm of a nationally recognized Native American tribe. The transaction, valued over $50 million, included complicated financing issues, government contracting issues, and tribal law issues.
• Represented Oklahoma-based auto parts store in the sale of its business to a Fortune 300 retail chain of auto parts and accessories stores.
• Represented management team in the leveraged buyout of a general contracting company specializing in road construction.

Real Estate Matters

• Represented an affiliate of Robinson Park, LLC in all aspects of its acquisition of the upscale Waterford Hotel in Oklahoma City, including ownership structure, hotel management agreements and $25 million in renovation financing.
• Serves as primary counsel to the owners/developer group in the development of the 20-acre mixed-use project known as the OAK, located in Oklahoma City (a development project with a 132-key boutique hotel, 320 luxury multifamily units, and 135,000 square feet of retail and restaurant space). Representation includes acquisition and aggregation of sufficient land to create the project, navigation and resolution of a variety of title and survey matters, replatting and corresponding restrictive covenants, creation of a condominium regime, negotiation of construction contracts, operational, development and service agreements, assisting with economic incentives from the State of Oklahoma, and obtaining project financing for each phase.
• Represented an Oklahoma-based company in connection with the separate sales of the real property and operations of five senior living facilities located in Oklahoma, Texas, and Colorado.
• Represented buyer in the acquisition of Salesforce Tower, a 48-story Class A office building located in downtown Indianapolis, Indiana, from a California-based seller. Representation included assisting in due diligence (including lease review), negotiating and preparing all documents related to the investment entity (including the creation of a bankruptcy remote, Delaware special purpose entity required for financing structure), the acquisition of the building, the assumption of an existing CMBS loan, navigation of title and survey issues, and additional related financing.
• Represented Oklahoma-based real estate developer in the sale of a multi-location portfolio of industrial properties located in Oklahoma City. Aggregate transaction value in excess of $20 million.
• Represented owner/developer in an $80 million sale of a portfolio of three senior living facilities consisting of approximately 350 units situated on approximately 20 acres at three separate locations in the Oklahoma City MSA.
• Represented buyer in the acquisition of One Columbus Center, a 407,500-square-foot, 25-story Class A office building located in downtown Columbus, Ohio. Representation included assisting in due diligence (including lease review), negotiating and preparing all documents related to the investment entity (including the creation of a bankruptcy remote, Delaware special purpose entity required for financing structure), the acquisition of the building, title and survey issues, and the negotiation and closing of acquisition financing.
• Represented Oklahoma-based real estate developer in the acquisition of a shopping center in northwest Oklahoma City from a market-distressed, out-of-state seller. Representation included negotiation of transaction documents, as well as complicated title, survey and existing tenant issues.
• Represented buyer in the acquisition of a majority position in the entities that own a portfolio of commercial office buildings, parking garages, and surface lots located in downtown Kansas City, Missouri, including a 792,158-square-foot, 34-story Class A office building, a 481,815-square-foot, 29-story Class A office building, and a total of approximately 2,500 parking spaces across two parking garages and other surface lots. Representation included assisting in due diligence (including lease review), negotiating and preparing all documents related to the investment entity, the acquisition of the entities that already owned the buildings, title and survey issues, and the negotiation and closing of acquisition financing.
• Represented buyer in the acquisition of Wells Fargo Center, a 546,065-square-foot, 28-story Class A office building located in downtown Winston-Salem, North Carolina. Representation included assisting in due diligence (including lease review), negotiating and preparing all documents related to the investment entity, the acquisition of the building, title and survey issues, complicated negotiations with the City of Winston-Salem related to the lease and eventual acquisition of attached parking garage, and the negotiation and closing of acquisition financing from a national life insurance company lender.
• Represented buyer in the acquisition of Market Tower Center, a 516,969-square-foot, 30-story Class A office building with attached seven-story parking garage located in downtown Indianapolis, Indiana. Representation included assisting in due diligence (including lease review), negotiating and preparing all documents related to the investment entity (including the creation of a bankruptcy remote, Delaware special purpose entity required for financing structure), the acquisition of the building, title and survey issues, and the negotiation and closing of acquisition financing.
• Represented the developer in the development, construction, and eventual divestiture of a 252-unit apartment complex situated on 14.8 +/- acres in Oklahoma City, Oklahoma. Representation included negotiation and preparation of acquisition documents, addressing title and survey matters, platting and other entitlement matters, and negotiation of construction contracts and development agreements.
• Represented buyer in the acquisition of Bentonville Plaza, a 273,000-square-foot, 10-story Class A office building located in Bentonville, Arkansas. Representation included assisting in due diligence (including lease review), negotiating and preparing all documents related to the investment entity, the acquisition of the building, title and survey issues, and the negotiation and closing of acquisition financing.
• Represented buyer/investor group in the acquisition of a majority interest of the entity that owns the land and improvements consisting of an orthopedic hospital and adjacent ambulatory surgery center, situated on approximately 25 acres in Oklahoma City. Representation included restructuring of ownership of entity, negotiation of additional and replacement financing, and negotiation and finalization of the lease of the improvements to the operating entity.
• Represented client in the acquisition and later divestiture of Parkwood Office Center, a 104,440-square-foot office center located on 11 acres in Frisco, Texas. Representation included all aspects of due diligence, the acquisition, operation, and later sale of the property.
• Represented client in the acquisition and later divestiture of Windsor Hills Shopping Center, a 194,000-square-foot retail shopping center located in Oklahoma City. Representation included all aspects of the acquisition, operation, and later sale of the property, including splitting of portions of the property in differing sales and navigating existing environmental issues.
• Represented client in the acquisition and later divestiture of Enterprise Plaza Center, a 95,000-square-foot office center located in Oklahoma City. Representation included all aspects of due diligence, the acquisition, operation, and later sale of the property.

Lending Transactions

• Represented numerous lenders in the negotiation, finalization and closing of more than 150 commercial loan transactions, including construction loans, real estate operating loans, aircraft loans, business and industry loans, and loans involving various types of exotic collateral.
• Represented local lender (and its successors) in multiple phases of financing the acquisition and redevelopment of First National Center in Oklahoma City. Representation included initial acquisition financing, tax credit financing for the construction and rehabilitation of the parking garage structure, and complex financing structure for the redevelopment of main building that became the hotel, including new market tax credits, historic tax credits, tax increment financing, and numerous other incentives for the borrower/developer.
• Represented a private lender in a loan transaction of approximately $14 million to a Georgia-based coal mining company.
• Represented an Oklahoma state bank in the acquisition of a loan portfolio containing approximately 370 real estate-backed loans from 14 affiliated Oklahoma-based sellers.
• Represented private lender in a loan transaction of approximately $25 million for the construction and development of a 250+-unit apartment complex.

General

• Representation of clients in sales and acquisitions of unimproved and improved real property, including negotiation and documentation of purchase and sale agreements, title and survey diligence, regulatory compliance, and land use issues.
• Representation of clients in the sale and purchase of stock and membership interest of corporations and limited liability companies, including negotiation and documentation of transfer documents, corporate record review, regulatory compliance, and corporate compliance.
• Representation of landlords and tenants in all aspects of commercial leasing transactions.
• Represented Oklahoma family in the creation of a single-family office (and the later spin-off of a multi-family investment office) and all corresponding and related entities and provides ongoing counsel and representation in various investment, acquisition, construction and development, project financing, and sales transactions across the United States.