Concentration

Corporate, securities and business law, including mergers and acquisitions, corporate finance/securities offerings and corporate governance engagements

Summary

Don McDermett represents clients in a wide variety of corporate and transactional matters. Before joining Baker Botts in 2000, Mr. McDermett served as senior vice president, general counsel and secretary of Sterling Software, Inc., an NYSE-listed enterprise software vendor with annual revenues just under $1 billion. With experience both inside a major corporation and as lead outside counsel to major businesses, he brings unique perspective and insight to complex corporate and transactional projects.

Mr. McDermett leads teams in myriad merger and acquisition transactions, providing counsel on negotiated acquisitions, strategic alliances and joint ventures, as well as tax-free spin-offs, corporate reorganizations and recapitalizations.

Mr. McDermett also represents issuers and investment banking firms in IPOs and other registered securities offerings, private placements, venture capital financings and exchange offers.

Additionally, Mr. McDermett counsels both public and private companies regarding corporate governance matters (including representation of boards, audit committees and special committees), securities compliance and disclosure issues, executive compensation matters and "poison pill" and other defensive measures.

Mr. McDermett also represents clients in information technology and business process outsourcing transactions, including multibillion-dollar, cross-border outsourcing arrangements.

Representative Engagements

Accenture, Ltd

• $1.8 billion (Canadian) 10-year IT and BPO outsourcing transaction with British Columbia Hydro & Power Authority, including structuring and formation of new joint venture entity

Advanced Neuromodulation Systems, Inc.

• $1.3 billion cash sale of publicly held medical device maker to strategic buyer St. Jude Medical through a negotiated cash tender offer/merger

BusinesSuites, L.P.

• Multiple acquisitions of executive suites businesses
• Corporate reorganizations
• Joint venture and marketing alliance formation

EDS

• $346 million securitized financing of enterprise software license from CA, Inc.
• Negotiation and structuring of 10-year marketing alliance agreement with Sabre Holdings involving airline application software and related IT services

GENBAND Holdings

• Acquisition of Cedar Point Communications (stock-for stock)
• Acquisition of Global VOIP Business of Nortel Networks Corp. (all-cash transaction completed under Section 363 of U.S. Bankruptcy Code)
• $375 million term debt and private equity financing transaction (to finance Nortel transaction) with One Equity Partners
• Acquisition of NextPoint Networks, Inc. (stock-for-stock)
• Acquisition of BayPackets, Inc. (stock-for-stock)
• Acquisition of Switching Solutions Group of Tekelec (assets and stock-for-stock)
• Multiple strategic partnership/re-seller agreements with Alcatel-Lucent
• Asset acquisition and strategic partnership/re-seller agreement with Nokia-Siemens Networks
• Multiple product line divestitures
• Multiple rounds of venture capital and private equity financing involving proceeds of over $400 million

Insilco, Inc.

• Special committee representation in $100+ million divestiture of industrial parts business

Kinko's Inc.

• $460 million recapitalization transaction involving JP Morgan Chase, AOL Time Warner and Clayton Dubilier & Rice
• $240 million self-tender offer to existing stockholders
• Acquisition of ImageX, Inc. through negotiated cash tender offer/merger

LBJ Holding Company/ LBJ Family Wealth Management Ltd.

• $100+ million divestiture of cable TV systems
• $100+ million divestiture of multi-station radio group in Austin, Texas
• Acquisition and subsequent divestiture of multi-station radio group in the southeastern U.S.
• Corporate reorganizations
• Numerous private equity investments across various industries, including lead investment in Blue Sage Capital
• Fund of funds formation
• SEC compliance and counseling

Luminex Corp.

• SEC compliance and counseling for publicly held bio-tech company
• Implementation of shareholder rights plan/poison pill

Morgan Stanley

• Underwriters' counsel in $112 million secondary offering by Inet Technologies, Inc.

Motive, Inc.

• Issuer's counsel in $50 million IPO by enterprise software provider
• SEC compliance and counseling
• Stock-for-stock merger with BroadJump Inc.
• Audit committee investigation, accounting restatement, dismissal of independent auditor
• $67 million cash sale to Alcatel-Lucent through negotiated cash tender offer/merger

RealPage, Inc.

• Multiple rounds of venture capital financing for "software as a service" vendor
• Multiple acquisitions

Triad Hospitals, Inc.

• Representation of Compensation Committee in restructuring and renewal of CEO's employment agreement
• Representation of Special Committee in $6.8 billion strategic merger with Community Health Systems, Inc. This merger resulted in the largest publicly held hospital company in the U.S. and resulted from a topping bid during a "go shop" period agreed to by a previous private equity bidder.

USA Compression Holdings, L.P.

• Sale of natural gas compression provider to Riverstone Holdings for cash consideration in excess of $500 million

Publications, Speeches and Presentations

• Chair, Practising Law Institute/Bowne Securities Law Update, Dallas, January 2007
• "Corporate Governance Update," Practising Law Institute/Bowne Securities Law Update, Dallas, December 2005
• "Due Diligence in a Post-Enron World: Accounting Practices Take Center Stage," Texas Lawyer, April 2002
• "Stock Options and Compensation in a Down Market," Securities Regulation Conference, The University of Texas School of Law, Galveston, February 2002
• "New Rule 10b5-1 and Use of Prearranged Selling Plans by Corporate Insiders," American Society of Corporate Secretaries, Dallas, February 2001