Don J. McDermett, Jr.

Partner

don.mcdermett@bakerbotts.com

Dallas

P: +1.214.953.6454 F: +1.214.661.4454
Don McDermett Photo

Don McDermett represents clients in a wide variety of corporate, securities 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 focused perspective and insight to complex corporate and transactional projects.

Mr. McDermett leads teams in myriad merger and acquisition transactions across multiple industries, with particular focus on technology and FinTech transactions. Mr. McDermett provides strategic counsel on negotiated mergers and 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 law compliance and disclosure issues, executive compensation matters, and activist investor matters, including proxy contests and implementation of "poison pill" and other defensive measures.

Related Experience

Accenture

  • $1.6 billion 10-year IT and BPO outsourcing and M&A 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

Argo Data Resource Corp.

  • Acquisition of Advanced Software Design Corp.
  • Acquisition of Gilson Image Solutions, Inc.

BusinesSuites, L.P.

  • Multiple acquisitions of executive suites businesses across the U.S.
  • Multiple corporate reorganizations
  • Joint venture and marketing alliance formation with two other executive suites operators
  • Company sale to Regus, plc

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 Company

  • Stock-for-stock “merger of equals” with publicly traded Sonus Networks
  • $340 million recapitalization transaction with private equity sponsor One Equity Partners
  • Acquisition of Aztek Networks, Inc. (stock-for-stock)
  • Acquisition of Cedar Point Communications (stock-for stock)
  • $282 million 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 transactions (to finance Nortel transaction) with private equity sponsor 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 $400 million

Insilco, Inc.

  • $100 million divestiture of industrial parts business

Kimberly-Clark Corporation

  • Tax-free spin-off of Halyard Health (global healthcare products business with annual revenues of $1.6 billion)
  • Corporate governance counseling

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 publicly-held ImageX, Inc. through negotiated cash tender offer/merger

LBJ Holding Company/LBJ Family Wealth Management Ltd.

  • $100-plus million divestiture of cable TV systems
  • $100-plus million divestiture of multi-station radio group in Austin, Texas
  • Acquisition and subsequent divestiture of multi-station radio group in southeastern U.S.
  • Multiple corporate reorganizations
  • Numerous private equity investments across various industries, including lead investment in Blue Sage Capital
  • Fund of funds formation
  • SEC compliance and counseling (Investment Advisors Act of 1940)

Luminex Corp.

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

Michaels Stores

  • Acquisition of over 50 retail stores and related IP assets from competitor A.C. Moore

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 vendor
  • SEC compliance and counseling for publicly held enterprise software vendor
  • Stock-for-stock merger with BroadJump Inc.
  • Audit committee investigation, accounting restatement, dismissal of "big 4" 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
  • $345 million Rule 144A offering of Convertible Senior Notes
  • Multiple acquisitions of FinTech targets, including $300 million acquisition of Lease Rent Options, $75 million acquisition of American Utility Management, and $250 million acquisition of On-Site Manager

Triad Hospitals, Inc.

  • Representation of Special Committee in $6.8 billion strategic merger with Community Health Systems, Inc. (merger resulted from a topping bid during a “go shop” period agreed to by a private equity bidder, merger produced the 2nd largest for-profit hospital chain in the U.S.)
  • Representation of Compensation Committee as independent counsel in renewal of CEO's employment agreement and implementation of executive severance agreements for other key officers

USA Compression Holdings, L.P.

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

Zix Corporation

  • SEC and corporate governance compliance and counseling for publicly held encrypted email and data security vendor
  • Acquisition of AppRiver, LLC for $275 million, including related $100 million PIPE financing and $175 million term debt financing
  • Acquisition of Erado Inc.
  • Acquisition of Greenview Data, Inc.
  • Defense and settlement of proxy fight launched by 10% shareholder

Awards & Community

Recognized in Chambers USA, 2004-2020

Recognized by The Best Lawyers in America (Woodward White, Inc.) as "Lawyer of the Year" for Private Funds/Hedge Funds Law in Dallas, 2014

Listed in The Best Lawyers in America (Woodward/White Inc.), 2006-2017, 2020

Named a Texas Super Lawyer, (Thomson Reuters), 2003, 2004 & 2007-2015

Listed in D Magazine's Best Lawyers in Dallas, 2008, 2009, 2017

Member, The American Law Institute

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