Matt’s practice focuses on compensation and benefits matters, including advising clients with respect to related issues regarding:

• Executive compensation (e.g., negotiating and drafting employment, change of control, retention and severance agreements and non-qualified deferred compensation plans).
• Equity compensation plans and award agreements (e.g., options, restricted equity, phantom equity, profits interests, 162(m) matters).
• M&A transactions (e.g., negotiating and drafting transaction agreements and transition services agreements, 280G golden parachute matters, matters regarding outstanding equity arrangements).
• Capital market transactions (e.g., representing issuers and underwriters in IPOs and follow-on equity offerings, as well as debt placements).
• Credit and financing arrangements.

Matt also works with clients in the design, implementation, maintenance, merging and termination of defined contribution plans, defined benefits plan, and health and welfare plans.

In addition, Matt represents clients on benefits-related matters before the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation. He has served a wide array of clients, including publicly-traded corporations, LLCs, partnerships, governmental entities and  tax-exempt entities.

Representative Experience

Matt handled executive compensation and employee benefits matters in the following representative transactions:

• Represented master limited partnership (MLP) engaged in the operation of convenience stores and the wholesale distribution of fuel in connection with its acquisition of the remaining 68.42% membership interest in distributor of motor fuels and 100% interest in a legacy retail business for approximately $2.226 billion in a “drop-down” transaction.
• Represented a private oil and gas company in a private placement of equity securities representing an initial capital commitment of $525 million.
• Represented a private equity firm in its acquisition of the assets of an innovative provider of floor and wall coverings to the marine, RV, aerospace and other markets).
• Represented public bank in its public offering of subordinated notes in a reopening of the existing series of such notes.
• Represented an automated lending services provider in connection with the sale of a $40 million minority equity interest.
• Represented a medical device company in its $130 million sale.

• Represented private equity firm in the acquisition of an assured dealer business that owns or leases over 200 non-operated, independently-franchised retail gas stations.
• Represented an upstream MLP in connection with its conversion from a public limited liability company to a public limited partnership, the first such ever conversion of its kind.
• Represented North American subsidiary of global oil services company in sale of certain of its subsidiaries.
• Represented private equity firm on a cross-border (U.S.-Canada) credit facility with respect to joint venture.
• Represented industrial construction company in its $195 million sale to global oil services company.
• Represented supply chain software company in its sale to global logistics systems provider.
• Represented IP search software provider in its sale to an IP support services company.
• Represented public oil and gas services company in private placement of $125 million of senior notes.
• Represented cloud-computing company in its sale to IBM.
• Represented private equity firm in connection with the sale of equity interests of The Pangborn Group, a leading designer, manufacturer and supplier of innovative surface preparation equipment for approximately $45 million. 
• Represented upstream MLP in connection with its $539 million merger with another MLP.
• Represented public oil field services company in the acquisition of Canadian pipe fabrication facility.
• Represented public oil field services company in the creation of industrial services joint venture.
• Represented MLP in its $1.94 billion acquisition of company operating nearly 700 motor fueling locations from another MLP.  
• Represented MLP in the $1.5 billion sale of its offshore Gulf of Mexico pipelines and services business.
• Represented the Conflicts Committee of general partner of MLP in the MLP’s $394 million merger.
• Represented MLP in its 2015 IPO.
• Represented private equity firm in connection with the $125 million sale of Forest Resources, a leading North American manufacturer of industrial paper and packaging products.
• Represented public prepaid payment company in its $110 million acquisition of cloud-based employee recognition and rewards solutions company.
• Represented private hospitality organization in the $600 million purchase of 89 hotels located in 23 states.
• Represented midstream MLP in $2.5 billion senior notes offering.
• Represented public wireless telecommunications software company in its acquisition by a public communications solutions company for $560 million.
• Represented private equity firm in connection with the acquisition of the North American Foam Trays and Absorbent Pads businesses of Sealed Air Corporation.
• Represented MLP engaged in the operation of convenience stores and the wholesale distribution of fuel in connection its acquisition of 31.58% membership interest in distributor of motor fuels in connection with $816 million in a “drop-down” transaction.
• Represented private equity firm in connection with the acquisition of Merchants Metals, the second largest fencing manufacturer/distributor in North America.
• Represented oilfield fabrication distributor in its sale to industrial fabrication company.
• Represented optical retailer operating in more than 35 states in its sale of a private equity firm.
• Representation of private oil and gas company in raising over $1 billion of equity and debt financing to acquire producing oil and gas properties and related midstream assets in the Western Anadarko Basin.
• Represented private equity firm in its sale of the Composites Group to Citadel Plastic Holdings Inc.
• Represented a private hospitality organization in its $50 million purchase of the Fairmont Hotel on Battery Wharf in Boston.
• Represented MLP in its $768 million acquisition of company owning over 300 motor fueling locations from another MLP.
• Represented private oil and gas company in connection with securing $500 million equity line of credit.
• Represented private wholesale machinery company in its $430 million sale of a subsidiary to public machinery manufacturer.
• Represented MLP in its $825 million acquisition of natural gas compression company.
• Represented private equity firm in its acquisition of a directional drilling company.
• Represented MLP in its $1.3 billion acquisition of midstream assets from another MLP.
• Represented the conflicts committee of MLP in the $230 million acquisition of 40% of the outstanding membership interest in affiliated company.
• Representation of power generation company in its acquisition of 85 megawatt cogeneration facility in Nevada.
• Represented a private equity firm in $567 million sale of a supplier of customized food and beverage ingredients and products to a publicly-traded company.
• Represented private oil and gas company in connection with its partnership with a private equity firm in the $755 million capital commitment and formation of new oil and gas production company.
• Represented midstream MLP in $2 billion senior notes offering.
• Represented MLP in its $290 million acquisition of midstream assets from another MLP.
• Represented a public prepaid payment company in its acquisition of substantially all of the assets of an innovative provider of prepaid corporate incentive and consumer promotion card programs.
• Represented the Conflicts Committee of the Board of Directors of the general partner of an MLP in the MLP’s $12.3 billion acquisition of transmission, storage, and liquids assets from an affiliated company.
• Represented private equity firm in connection with its $80 million capital commitment to fund a second phase expansion of a midstream joint venture with public oil and gas company.
• Represented the underwriters in MLP’s 2013 IPO.
• Represented public offshore drilling company in its $54 million sale of domestic liftboat assets.
• Representation of power generation company in its $136 million acquisition of three combined cycle natural gas fired generation and cogeneration projects located in Florida.
• Represented midstream MLP in its public offering of $2.25 billion registered senior notes offering.
• Represented midstream MLP in its $502 million issuance of common units.
• Represented infrastructure investment company in its $205 million acquisition of a commodity transportation and terminal company serving the Pacific Northwest.
• Represented plastics manufacturing company in its $60 million sale.
• Represented private crude oil gathering company in its $150 million sale to MLP.

Bar Admissions

Education
LLM, Taxation, New York University School of Law, 2005JD, SMU Dedman School of Law, Technology Director, SMU Computer Law Review and Technology Journal, Order of the Coif, 2004BA, Economics, Trinity University, 1998