Tess N. Wafelbakker

Associate

Houston
T +1.713.646.1309
F +1.713.751.1717

Overview

Tess Wafelbakker focuses her practice on mergers and acquisitions, securities offerings and compliance and corporate governance matters. She has substantial experience conducting buy-side and sell-side due diligence, and has worked on a broad range of transactions representing both public and private companies in a variety of industries, including oil and gas, healthcare, manufacturing and telecommunications.

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Mergers and Acquisitions

  • Represented several private equity funds in a number of platform and portfolio company acquisitions and divestitures in a variety of industries, including manufacturing and business services, telecommunications and infrastructure maintenance, operations and management.
  • Represented leading provider of workflow software and programmatic advertising solutions in acquisition of provider of performance media management software used by major performance marketing agencies, media agencies and brands.

Securities, Capital Markets and Corporate Finance

  • Represented Nasdaq-listed home furnishings retailer in connection with $168 million IPO, and assisted with governance, structure and corporate policies.
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Experience

Mergers and Acquisitions

  • Represented several private equity funds in a number of platform and portfolio company acquisitions and divestitures in a variety of industries, including manufacturing and business services, telecommunications and infrastructure maintenance, operations and management.
  • Represented leading provider of workflow software and programmatic advertising solutions in acquisition of provider of performance media management software used by major performance marketing agencies, media agencies and brands.
  • Represented public company in the acquisition of assets from private equity portfolio company for $291 million in the Permian Basin.
  • Represented public company in the acquisition of assets from a private equity portfolio company for $17 million in the Permian Basin.
  • Represented global chemical and specialty materials company in its potential acquisition of a portfolio of bioprocessing businesses and conducted associated buy-side due diligence.

Securities, Capital Markets and Corporate Finance

  • Represented Nasdaq-listed home furnishings retailer in connection with $168 million IPO, and assisted with governance, structure and corporate policies.
  • Represented Nasdaq-listed novel bioelectric medicine company in a sale of notes in principal amount of $65 million.
  • Represented Nasdaq-listed company in a fully-subscribed $15 million rights offering.
  • Counsel NYSE- and Nasdaq-listed clients on securities law compliance, corporate governance and executive compensation matters, including ’33 Act and ’34 Act filings, proxy statements, registration statements, equity plan matters and governance policies.
  • Represented mobility platform startup in Series Seed and Series A round. Conducted corporate cleanup and diligence, drafted board and shareholder consents, convertible note purchase agreement and related documents on a $10 million fundraise.
  • Represented private equity fund in its preferred equity investment in the largest network of nurse practitioners and physician assistants in the U.S.
  • Represented issuer in $20 million public underwritten offering and concurrent registered direct offering of common stock.
  • Represented issuer in private exchanges with institutional investors and separately commenced private exchange offers to qualified institutional buyers or non-U.S. persons of approximately $152.2 million aggregate principal amount of its 6.375% Senior Subordinated Notes, $219.9 million aggregate principal amount of its 5.5% Senior Subordinated Notes, $96.3 million aggregate principal amount of its 4.625% Senior Subordinated Notes and $429.4 million aggregate principal amount of its 7.5% Senior Secured Second Lien Notes in exchange for a total of approximately $120 million of cash, $531.8 million aggregate principal amount of its new 7.75% Senior Secured Second Lien Notes and $245.5 million aggregate principal amount of new 6.375% Convertible Senior Notes.
  • Represented leading oil and gas investment company in obtaining a $50 million revolving loan.

Recognitions and Memberships

Memberships

  • Houston Women's Energy Network
  • Houston Association of Women Attorneys
  • Houston Volunteer Lawyers

Community

  • Southern Methodist University Board of Advocates, Dallas Kids Project: Mock Trial Coach (2016)

Pro Bono

  • As former pro bono case assistant, collaborated with attorneys to enforce judgment for a nonprofit organization, liaised with Los Angeles County Assessor's Office to obtain property information, prepared writs of execution and more.

Prior Positions

  • Human Rights Initiative of North Texas Inc.: Extern (2017)
  • Children At Risk: Legal Intern (2016)
  • The Honorable Martin Hoffman, 68th Civil District Court: Judicial Intern (2016)

Admissions

  • Texas

Education

  • J.D., Southern Methodist University Dedman School of Law, 2018, cum laude; SMU International Law Review Association, Associate Managing Editor; Student Bar Association, Mentor; Association for Public Interest Law, Executive Board
  • B.A., Loyola Marymount University, 2012

Languages

  • Dutch