Tess N. Wafelbakker

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.

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.