David W. Cook

BIOGRAPHY

David Cook is the chair of Kelly Hart’s Corporate and Securities practice group and represents a variety of individuals and entities in general corporate matters and complex mergers and acquisitions across a wide variety of industries, including negotiated acquisitions and divestitures, leveraged acquisitions and recapitalizations and controlled auctions. 

Mr. Cook also has substantial experience in energy transactions, including the purchase and sale of producing properties, and in representing clients (both private equity firms and management teams) in connection with private equity investments.  Mr. Cook also regularly counsels clients in connection with compliance issues and statutory required filings and motions, including with respect to the Hart-Scott-Rodino Antitrust Improvement Act of 1976.

EXPERIENCE AND HIGHLIGHTS

• Represented a privately held exploration and production company in connection with its sale of producing properties for a purchase price in excess of $850 million
• Represented a private equity-backed E&P company in connection with a number of upstream acquisitions in various states for aggregate consideration exceeding $1 billion
• Represented owners of an international industrial manufacturer in connection with the sale of their equity interests to a private equity-backed buyer through a controlled auction for a purchase price in excess of $200 million, including equity rollover
• Represented a healthcare services provider in connection with its sale to a private equity-backed strategic purchaser through a controlled auction for a purchase price in excess of $200 million, including a substantial equity rollover
• Represented numerous management teams and management entities in connection with private equity investments and commitments in an amount exceeding $3 billion in the aggregate
• Represented a private equity firm in connection with the sale of one of its financial services portfolio companies to another private equity firm in a transaction valued in excess of $600 million
• Represented the lead seller in a group of over 100 sellers in their approximately $600 million disposition of oil and gas assets
• Represented various related entities in the sale of producing oil and gas assets for in excess of $5 billion in stock and an additional $1 billion in contingent cash payouts
• Represented an energy company in connection with a number of acquisitions in various states for aggregate consideration exceeding $700 million
• Represented a healthcare company connection with its sale to a private equity firm through a controlled auction for a purchase price of approximately $40 million, including an equity rollover
• Represented a private exploration and production company in connection with its acquisition of producing and non-producing properties for a purchase price in excess of $500 million
• Represented a private equity-backed exploration and production company in connection with its acquisition of producing and non-producing properties for approximately $400 million
• Represented a financial services company in connection with its sale to a private equity consortium through a controlled auction for a purchase price in excess of $450 million
• Represented a food manufacturer in connection with its sale to a strategic buyer through a controlled auction process for a purchase price in excess of $175 million
• Represented a private equity firm in connection with the acquisition and subsequent disposition by one of its portfolio companies of upstream and midstream assets in transactions having an aggregate value in excess of $100 million
• Represented Texas Wesleyan University in connection with the sale of its law school to Texas A&M University Represented the lead sponsor of a consortium in connection with its acquisition of water rights in a transaction valued at approximately $500 million
• Represented a private equity-backed water transfer business in connection with its strategic disposition in a transaction valued at $50 million plus up to an additional $23 million in contingent consideration
• Represented a privately-held specialty equipment supplier in connection with a sale transaction for a purchase price in excess of $75 million
• Represented a components distributor in connection with numerous strategic acquisitions exceeding $300 million in the aggregate
• Represented an oil and gas exploration and development company in connection with the sale of its Permian Basin assets for a purchase price in excess of $275 million through a controlled auction process
• Represented a private equity-backed oil and gas company in connection with the sale of its Barnett Shale assets for a purchase price in excess of $200 million through a controlled auction process
• Represented a venture capital-backed company in connection with the sale of its upstream and midstream assets in the San Juan Basin for a purchase price in excess of $55 million through a controlled auction process
• Represented a private company in connection with the sale of its upstream and midstream assets for a purchase price of approximately $40 million through a controlled auction process
• Represented a Texas-based automotive parts supplier in connection with the sale of its assets to a private equity-backed strategic buyer for an amount in excess of $25 million plus additional equity rollover
• Represented a private equity firm in connection with multiple acquisitions across various industries totaling in excess of $100 million
• Represented multiple clients in connection with making over 100 Hart-Scott-Rodino filings with the Federal Trade Commission and Department of Justice
• Represented multiple manufacturers of building supplies in connection with several transactions exceeding $100 million in the aggregate
• Represented a Texas-based automotive parts supplier in connection with the sale of its assets to a private equity-backed strategic buyer for an amount in excess of $25 million plus additional equity rollover
• Represented a private equity-backed company in connection with its acquisition of upstream and midstream assets in Colorado in a transaction valued in excess of $50 million
• Represented a private equity-backed company in connection with options to acquire more than $100 million of real property for development
• Represented the special committee of a NASDAQ listed company in connection with a take-private transaction led by a private equity firm
• Represented a number of oil and gas production companies in connection with hybrid farmout and acquisition transactions
• Represented a venture capital-backed company in connection with a strategic acquisition of assets valued in excess of $200 million, including concurrent bank and mezzanine financing related thereto
• Represented electronics manufacturer and distributor in connection with numerous multi-million dollar acquisitions of European, Middle Eastern, and Asian assets
• Represented an energy company in connection with a strategic, special situation acquisition financing of an amount in excess of $50 million
• Represented family offices in connection with venture capital investments in various industries
• Represented a private equity firm in connection with the acquisition of a media company valued in excess of $20 million
• Represented a beverage distributor in connection with a transaction in excess of $100 million involving a strategic buyer

AFFILIATIONS

• Texas Bar Foundation, Life Fellow
• Tarrant County Bar Foundation, Life Fellow
• Texas A&M University School of Law, Former Adjunct Professor
• Grace Preparatory Academy, Board Member and current Chair
• Fielder Church, Trustee and current Vice Chair

HONORS

• Top Attorney, 360 West magazine, 2017-2023
  • Corporate Finance
  • Mergers & Acquisitions
  • Business Law
  • Civil Law | Transactional
• Top Attorney, Fort Worth Magazine, 2008, 2010-2023
  • Corporate Finance
  • Mergers and Acquisitions
• Texas Super Lawyers Rising Stars Top 100 List, Thomson Reuters, 2019
  • Corporate Finance
  • Mergers & Acquisitions
• Texas Super Lawyer Rising Star, Thomson Reuters, 2008-2010, 2013-2019
• Texas Super Lawyer Rising Star: Up-and-Coming 100 Lawyers in Texas, Thomson Reuters, 2018
• 40 Under 40 honoree, Fort Worth Business Press, 2016

EDUCATION

• Texas Wesleyan School of Law (now known as: Texas A&M University School of Law), J.D., summa cum laude, 2005
  • Texas Wesleyan Law Review, Editor-in-Chief
  • Phi Delta Phi
• Baylor University, B.B.A., 2002

ADMISSIONS

• State Bar of Texas, 2005

SPEECHES & PUBLICATIONS

• Speaker, “An Overview of the Hart-Scott Rodino Antitrust Improvements Act: What Internal Counsel Really Needs to Know,” TPG Global, LLC Legal Counsel, May 2022
• Speaker and Author, “Documenting Partnership & LLC Acquisitions,” State Bar of Texas: 16th Annual Choice, Governance & Acquisition of Entities, May 18, 2018, San Antonio
• Speaker and Author, “M&A Transactions: How to Negotiate Key Provisions in a Private Company Acquisition Agreement,” State Bar of Texas: 14th Annual Choice, Governance & Acquisition of Entities, May 20, 2016, San Antonio
• Speaker and Author, “Drafting and Negotiating Confidentiality Agreements,” Business Law and Corporation Counsel Forum, State Bar of Texas Annual Meeting, June 20-21, 2013
• Presented: “Planning for the Automatic Application of the Texas Business Organizations Code” at Kelly Hart & Hallman CLE, November 19, 2009
• Presented: “Corporate Governance and the Small Oil and Gas Company” at Oil and Gas Law 2006 CLE in Oklahoma City
• Presented: “The Highlights and Potential Pitfalls of the New Texas Business Organizations Code” at Kelly Hart & Hallman CLE, February 1, 2006
• Author, “The Un-Established Establishment Clause: A Circumstantial Approach to Establishment Clause Jurisprudence,” 11 Tex. Wesleyan L. Rev. 71, 2004