Janice Davis, co-chair of Bracewell’s technology transactions department, is a seasoned and skilled attorney with more than 30 years of experience. She works to create practical solutions for clients’ contractual relationships and challenges in a variety of commercial transactions, including mergers and acquisitions, divestitures, joint ventures, software license agreements, alliance arrangements, reorganizations, recapitalizations, management and leveraged buy-outs, corporate financing, private placements, securities law compliance and venture capital investments.
Janice’s active M&A practice involves representing public and private companies and private equity firms in diverse cross-border and domestic transactions. In addition, Janice has represented private investment funds in connection with fund formations, special purpose vehicles, and portfolio investments, and has substantial experience in the formation and financing of early stage and emerging growth companies. She also advises corporate clients and other entities on governance, fiduciary duties and change of control and related matters.
Janice has a unique perspective on legal matters as a result of her work on a part-time seconded basis at a portfolio company of one of Bracewell’s private equity firm clients, handling all board matters, integrating and organizing the outside legal teams, negotiating all contracts, and managing all insurance risk matters, among others, and at one of the top national accounting firms, handling all corporate matters, M&A transactions, and negotiating over 250 contracts on behalf of the accounting firm’s consulting division.
Recent Notable Matters
Brazos Presbyterian Homes, Inc. and BHP Holding Co. — acquisition of Longhorn Village, an entrance fee life plan community in Austin, Texas, through a member substitution transaction resulting in BPHH becoming the sole member of Longhorn Village; before the change in control, Longhorn Village was previously sponsored by The Texas Exes, the official alumni association of the University of Texas
East Texas Medical Center Healthcare System — sale of substantially all assets to Ardent Health Services, including a network of 9 hospitals, 39 clinics, 2 inpatient facilities, 13 regional rehabilitation facilities, physician clinics, 2 emergency centers, regional home health services covering 41 counties, a comprehensive seven-trauma center care network, and an EMS fleet of more than 45 ambulances and 4 helicopters. In connection with the acquisition, Ardent and The UT Health Science Center formed a partnership and will invest more than $125 million in the new UT Health East Texas health system to support operations and fund improvements.
GTE Corporation (now known as Verizon Telecommunications, Inc.) — sale of 500,000 telecommunications access lines located in nine states to Citizens Utilities Company for $1.1 billion
Crescent Real Estate Holdings LLC — corporate reorganization in order to dispose of a 22 property portfolio in Las Vegas, Nevada, as well as negotiating and drafting the joint venture agreement and related documents with JP Morgan Chase in connection with the development and leasing of the $225 million, 20-story Uptown tower known as McKinney Olive, which won the Dallas Business Journal Award for the Best Real Estate Deals 2015: Mixed-use Development Urban
Parkland Center for Clinical Innovation (PCCI) — sophisticated and complex spin-off transaction involving the licensing of software to Pieces Technologies, Inc. (Pieces Tech), an innovative healthcare analytics entity that deploys cutting-edge technology to improve clinical and community health outcomes; Pieces Tech officially launched with a $21.6 million Series A funding round led by Pacific Advantage Capital (PAC Partners) and Jump Capital, with participation from various healthcare systems and select Dallas family offices, among others
Roofing Supply Group, LLC (RSG) — served as “in-house” counsel on a seconded basis and provided legal advice and strategies needed for corporate risk management, compliance matters, and merger and acquisition transactions, and was directly responsible for all corporate governance, record keeping and corporate obligations for complex corporate structure; represented RSG in connection with four separate add-on acquisitions, a $225 million 144A Private Bond Offering, and the sale of RSG from the Sterling Group to funds managed by Clayton, Dublier & Rice
Poco Graphite Holdings, LLC — merger with a subsidiary of Entegris, Inc., a publicly traded materials management company, for $158 million
Fidelity National Information Services, Inc. — four separate transactions involving the purchase of privately held companies in the mortgage ancillary services business with the purchase price ranging from $40 million to $100 million
Lingualcare, Inc. — merger with a subsidiary of 3M Company
Virbac Corporation — sale of its consumer products division to Sergeant's Pet Care Products, Inc., in the acquisition of assets of a privately held company owning water chemical testing technology, and in the acquisition of a separate privately held company owning oral liquid electrolyte products
Tech Pharmacy Services, Inc. — recapitalization by private equity firms led by DFW Capital Partners, a New Jersey-based venture capital fund, and in prior private equity investment by NeighborCare, Inc. (now known as Omnicare, Inc.)
MD Anderson — broad exclusive licensing agreements and equity documents with respect to, among others, the following issuers: (a) Intrexon Corporation and ZIOPHARM Oncology; (b) Immatics US, Inc., with respect to structuring the initial round of a $60 million Series A financing round; and (c) OncoResponse, an immuno-oncology antibody discovery company, that was launched jointly by MD Anderson and Theraclone Sciences, which led the Series A Preferred Stock round, and which included ARCH Venture Partners, Canaan Partners, William Marsh Rice University and Alexandria Real Estate Equities
DE Shaw affiliate — proposed investment in home equity mortgage business structured as a preferred trust transaction
Xpressdocs Partners, Ltd. — recapitalization by private equity firms led by Polaris Venture Partners, a Massachusetts-based venture capital fund
Domino Printing Sciences plc — acquisition of a privately held company owning a system that applies identifying UPC codes to end products
Equilon Enterprises LLC — joint venture agreement and related documents with Globeground North America LLC with respect to airport services
Private equity real estate fund — formation, capital raising efforts, and securities offering
Exeter Finance Corp. (a portfolio company of Blackstone, LP) — $60 million investment by private equity firms led by Navigation Capital Partners, an Atlanta-based venture fund, and separately in a high-yield debt offering to private investors
Resercom, LP — corporate organization and start-up equity financing
Publications and Speeches
“Reel Ethics – Special Challenges in Ethics and Professional Responsibility,” ACC CLE Symposium, April 2018.
“Employment Law Issues and Typical Employment-Related Documents in Start-Up and Emerging Growth Companies,” Legal Clinic Presentation for TMCx, November 2016.
“Anatomy of Series A Preferred Stock Transaction,” CLE Presentation for client, September 2016.
“M&A Reps and Warranties Insurance,” CLE Presentation, May 2015.
“Liquidity Transactions and Exit Strategies,” SMU Business Law students, April 2013, April 2014, April 2015 and April 2016.
“Legal Due Diligence in M&A Transactions,” Conference with Pritchett, LP, February 2015.
"Rule 701 Offerings,” CLE Presentation, July 2014.
Certified Public Accountant, Texas