Brian K. Norman
Brian K. Norman is a Partner of Shamoun & Norman, LLP. Mr. Norman’s practice focuses on simple to highly complex transactional matters. Mr. Norman has represented clients in multi-million dollar real estate sales, real estate purchases, securities offerings, commercial loans, corporate restructuring, business formation, mergers and acquisitions, corporate and partnership reorganizations, regulatory compliance, and intellectual property licensing transactions, and has served as corporate and SEC reporting counsel to several public and private companies.
Mr. Norman also assists his clients with a broad range of corporate governance issues, including protecting directors and officers from personal liability, monitoring and overseeing the affairs of the corporation, and directors’ duties in making business decisions. Additionally, Mr. Norman counsels investment advisors, hedge funds, and broker-dealers concerning formation, private offerings, and compliance with securities laws. Mr. Norman’s clients include closely held companies, venture and private equity investment funds and partnerships. Mr. Norman’s understanding of the business and management issues of companies is enhanced by his serving on the board of directors of public and private companies.
Mr. Norman received his J.D. in 1996 from Texas Tech University, which he attended on a full academic scholarship. He associated with Mr. Shamoun in 1997 and is currently a member of the State Bar Associations of the State of Texas, the State of New York and the District of Columbia. He is also admitted to practice before the U.S. District Court in the Northern District of Texas.
REPRESENTATIVE TRANSACTION LIST
- Represented issuers in a $100 million private securities offering of interests in a master medical real estate fund.
- Provided general capital markets to sellers and purchasers relative to the financing of portfolio purchases ranging in size from $26 million to $80 million of real estate located in Chicago, Illinois; Midland, Texas; and Dallas, Texas.
- Represented member of a joint venture for the mining of ore in Mexico in the formation of the joint venture and the private offering of equity interests in the joint venture.
- Represented a major national company in the health care field in a $70 million private securities offering of multiple classes of equity ownership.
- Represented a Texas investment group in a $30 million securities offering relative to a post-Katrina Mississippi gulf coast casino project.
- Represented health care company in a $10 million private securities offering to investors of an ambulatory surgery center.
- Represented hedge funds and investment advisers relative to formation, regulatory compliance, offering of interests, operational issues, and restructuring of assets.
- Represented development company specializing in senior living developments as borrower in a $100 million takeout platform.
- Represented Exchange Act reporting company relative to corporate, securities, and technology issues and transactions including Exchange Act reporting, a $12 million convertible debt offering, and a $17 million software licensing and development transaction.
- Represented a Dallas investment group in a $5 million convertible note offering to investors in the U.K. pursuant to Regulation S.
- Represented borrower in a $200 million structured finance transaction.
- Represented the SPE Borrowers and public company guarantor in multiple simultaneously closing conduit loans, with aggregate loan proceeds of approximately $100 million, for the purchase of an entire developed major intersection in Dallas.
- Represented Dallas health care company in a negotiation and consummation on an $85 million credit facility.
- Represented borrower in a $75 million secured real estate loan for the purchase of real property.
- Represented SPE Borrowers in two (2) simultaneous conduit loans, with aggregate loan proceeds of approximately $9 million, relative to the purchase of three (3) commercial properties in Mississippi.
- Represented lender in a $1.6 million loan for the development of a residential subdivision in Ellis County, Texas.
- Represented lender in a $1 million dollar real estate loan for the development of a residential subdivision in Travis County, Texas.
- Represented a national bank lender in loans and closings of several commercial first lien secured real estate financing transactions.
- Represented BB&T relative to loans and closings of several commercial first lien secured real estate loans in Dallas, Texas.
- Represented a national bank lender in a $6 million development construction loan relative to development of a single family residential development in North Dallas.
Debt and Equity Restructuring and Buyouts
- Represented the owner of multiple medical facility management and development companies in the restructuring of $70 million secured debt, the segregation of the founding equity partners, and the proactive distribution of multi-million dollar proceeds generated by pending sales of numerous medical facility developments.
- Represented the minority ownership holder in a successful ouster of holders of 85% of issued and outstanding equity in a physical commodities trader with $300 million in annual revenues, and subsequently represented the company in the restructuring and refinancing of a $40 million credit agreement.
- Represented the seller in a $80 million leveraged buyout of a real estate development investment portfolio to a publicly traded REIT.
- Represented a medical facility investment partnership in the $29 million exchange of 90% of its outstanding limited partner interests for the issuance of $29 million debenture.
- Represented borrower successfully against an attempted judicial foreclosure by General Electric Capital Corporation and secured a restructure of a $40 million secured loan relative to the purchase of a Boeing 737-200 aircraft.
- Represented management of large Austrian company in proposed unwinding of cross-owned affiliates resulting in MBO of one affiliate (with issues arising under Austrian, Swiss, and U.S. tax, reorganization, partnership, and corporate law).
- Represented international food distributor in the restructure of its business and subsidiaries and in the refinancing of its $40 million revolving credit facility.
- Represented national healthcare company in the refinancing of its multi-million dollar credit facility.
- Represented borrower in the reorganization of equity and restructure of its first lien debt for a regional company owning several warehouses.
- Represented borrower in the reorganization of equity, restructure of its first lien debt, and retirement of its second lien debt relative to commercial rental property in Bel Marin, California.
- Represented regional storage facility in the restructuring of its business and the refinancing and negotiating of its multi-million dollar credit facility.
- Represented borrower in $8 million equity raise in connection with development of a free standing senior housing facility.
- Represented members of several affiliated energy services companies with annual revenue in excess of $10 million in the restructuring of the businesses, spinoff of equity positions, and restructuring of guarantees of company debt.
- Represented several selling hospitals in composition arrangements with creditors and post-closing escrow issues.
- Represented former owner of $80 million dental management company in the potential repurchase of the company out of Chapter 11 bankruptcy.
Real Estate Development
- Represented a medical facility firm concerning the development and structure of an $80 million hospital.
- Represented landlord relative to a lease-to-purchase agreement with tenant developer and operator of a 190,000 square-foot hospital facility.
- Represented tenant relative to long-term ground lease and development of a medical office building.
- Represented developer of a 200,000 square foot independent living, assisted living, and memory care facility in the structuring of multi-level private equity financing accommodating the need for future capital raises, a potential drag-along event, and equity conversion opportunities.
- Formed a $100 million medical real estate fund with prospective investments in medical office buildings in Arkansas, Louisiana, and Texas.
- Formed a registered investment advisor and an associated broker-dealer to advise REITs and non-REIT investment funds in connection with investments in medical real estate.
- Served as one of the lead outside counsel, in matters related to finance and real estate, to a portfolio of three (3) publicly traded companies holding $3.5 billion in real estate and energy assets throughout the world.
Acquisitions and Sales
- Represented a chain of dental clinics in the $85 million sale of its portfolio of real estate, leaseholds, and assets to a Los Angeles-based private equity fund.
- Represented national healthcare company in a securities-based sale of one of its surgical centers.
- Represented seller in the sale of an ambulatory surgical center in Beverly Hills, California.
- Represented prospective purchaser of a New York P&C insurance company and formation of a risk retention group.
- Represented buyer in a $1.2 million dollar purchase of a building in downtown Dallas, Texas;
- Represented buyer in the $13 million purchase of certain malls located in Nueces and Tarrant Counties, Texas.
- Represented seller in the multi-million dollar sale of 200 acres in Ellis County, Texas.
- Represented seller in the multimillion dollar sale of a hotel of a national hotel franchise chain.
- Represented seller in a multimillion dollar sale of real property for development purposes located in Ellis County, Texas, outside of Fort Worth, Texas.
- Performed due diligence and examination of title, survey, and environmental issues for several Texas and national real estate purchasing clients.
- Represented promoters relative to the sale of several $10 million to $30 million hospital facilities.
- Represented seller of long-term acute care hospitals, spinal surgical hospitals, and ambulatory surgical centers to private equity and operating purchasers with a typical transaction size of $10 million to $30 million.
- Represented buyer in purchase of equipment leasing and finance company located in Tulsa, Oklahoma.
- Represented buyer in $6 million dollar purchase of insurance provider located in Walker County, Texas, outside of Houston, Texas.
- Represented seller in $27.9 million dollar sale of long-term acute care hospital to a national hospital development corporation.
- Represented acquirer in transaction whereby domestic mining equipment was acquired for resale on the international market.
- Outside Corporate Counsel and General Corporate Matters
- Served as general lead outside corporate counsel to three (3) affiliated hospital operating companies with a portfolio of twelve (12) facilities in operation and in development.
- Represented underwriter in broker-dealer regulation, general transactional, and general corporate matters.
- Represented regional roofing company relative to the restructuring of its business.
- Represented a Texas corporation in the restructuring of its business and its subsidiaries.
- Represented operator in the drafting and negotiation of a partnership agreement for a franchise of a national fast food chain.
- Represented defendant health insurance providers in an antitrust matter involving a national association of health insurance providers and a nationwide class of subscribers and medical service providers.