J. Holt Foster, III

J. Holt Foster, III

  • 214.969.1366
    214.880.3138
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Partner

  • Thompson & Knight LLP
    One Arts Plaza
    1722 Routh Street, Suite 1500
    Dallas, TX 75201 USA
    214.969.1366
    214.880.3138
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Holt Foster's practice focuses on (i) mergers and acquisitions; (ii) formation of and investments in private equity funds; (iii) private placements, venture capital, and creative financing; (iv) international and domestic energy transactions; (v) video game and entertainment development, publishing, and licensing agreements; and (vi) structuring and negotiating high-tech and software transactions. His expertise includes public and private clients in a broad range of industries, both domestically as well as in Latin America, Africa, and the Middle East.

Holt has practical business and entrepreneurial experience through his founding of an international entertainment software publishing company, which subsequently was sold to a publicly traded company. In addition to his law practice, Holt serves on a number of civic and charitable boards in the community.

Experience

Recent Transactions

  • Represented private equity funds and other institutional investors in connection with numerous private equity investments, including investments with the following aggregate capital commitments:

    • $900 million
    • $400 million
    • $250 million
    • $230 million
    • $65 million
    • $100 million
    • $10 million
  • Numerous M&A transactions, including:

    • Roll up of six privately-held oilfield services companies; $700 million
    • Represented purchaser in series of acquisitions of wellsite services companies; $600 million
    • Represented seller in sale of multi-state oil and gas pipeline; $100 million
    • Represented purchaser in acquisition of all the assets of a water transfer service provider; $78 million
    • Represented purchaser in acquisition of oil and gas services company; $75 million
    • Merger of two exploration and production companies; $37 million
    • Represented purchaser in acquisition of all common stock of a water transfer service provider; $35 million
    • Sale of international oil & gas construction inspection company; $26 million
    • Investment in Texas Rangers major league baseball team
  • Represented international video game developers and publishers in the licensing of comic book and movie franchises such as "Project Runway," "Frank Miller's Sin City," "Conan the Barbarian," and "MTV's Jack Ass: The Movie"

Mergers and Acquisitions

  • Represented purchaser in acquisition of oil and gas exploration company; $75 million

  • Represented seller in sale of elevator installation and repair company assets; $20 million

  • Represented seller in sale of 35 restaurant franchises; $65 million

  • Represented international video game publisher in its sale to a publicly traded company; $40 million

  • Represented seller in sale of a radio station; $64 million

  • Represented seller in merger of its three radio stations with two radio stations; $60 million

Private Equity

  • Represented general partner of $4.5 billion private equity fund in numerous portfolio company investments

  • Represented general partner in creation of private equity investment fund; $140 million

  • Represented the issuer in a private placement capitalization of a blind real estate investment fund; $10 million

  • Represented the issuer in third round financing via the sale of convertible promissory notes; $17 million

  • Represented a company in two rounds of financing of a self-storage unit development project; $2 million

  • Represented an investor in the convertible debt financing of a television station holding company; $2 million

  • Represented partners in creation of a private equity oil and gas investment fund; $10 million

Energy

  • Represented purchaser in cross-border acquisition of electric power plant; $300 million

  • Represented purchaser in acquisition of downstream fuel stations in Paraguay, Uruguay, and Colombia; $200 million

  • Represented an oil and gas drilling and exploration company in sale of assets; $65 million

  • Represented a state-owned national oil and gas company in negotiation of gas sales and joint operating agreements relating to LNG plant, pipeline, and production transactions; $3 billion

  • Negotiate joint operating, lifting, production-sharing and overriding royalty transfer agreements

  • Served as outside general counsel for a state-owned national oil and gas company in Africa

  • Negotiated a study and bidding agreement for a state-owned national oil and gas company in the Middle East

Video Game Industry

  • Negotiated worldwide licenses for incorporating music, professional wrestlers, movie characters, professional athletes, famous locations, and other product franchises into video games and other products

  • Represented online video game developing and publishing company in licensing of the "Conan the Barbarian" franchise for an MMOG online game; $100 million

  • Secured and structured non-equity financing for international software publishing company; $27 million

  • Represented seller in sale of an international video game publishing and distribution company; $40 million

  • Negotiate video game development and licensing agreements for all platforms (e.g., PC, PlayStation, Xbox, Wii, Gameboy Advance, MMOG, free-standing arcade games, etc.)

  • Identified and negotiated strategic partnerships between gaming publishers, developers, and non-industry third parties

  • Represent numerous video game developers and publishers in litigation matters relating to the protection of intellectual property

High Tech

  • Counseled an international internet infrastructure company utilizing a proprietary virtual multi-casting technology

  • Serve as outside general counsel for numerous start-up and mid-size technology companies

  • Serve as international consultant for a developer of software programs for digital wireless communications

  • Represent national retailer of entertainment software and related products

  • Represent national private equity fund focused on investing in radio and television broadcasting businesses

  • Represent internet service providers, independent video game and music producers, interactive and multi-media software developers, a national radio station holding company, and independent radio stations

  • Represented purchaser in the sale of an internet service provider company

  • Set up creative equity structures for start-up high tech companies to ensure long-term stability and incentive awards for employees

  • Negotiated numerous software publishing contracts, OEM/bundling agreements, distribution agreements, sales representative agreements, international licensing agreements, portal hosting agreements, fulfillment agreements, development agreements, e-commerce agreements, end-user license agreements, privacy statements, online sweepstake, and lottery rules, and joint marketing agreements

Distinctions/Honors

  • The Best Lawyers in America® by Woodward/White Inc. (Corporate Law); 2013-2014

  • Best Lawyers Under 40 in Dallas, D Magazine; 2002-2009

  • Texas Super Lawyers® by Thomson Reuters (Securities & Corporate Finance); 2004-present

  • Texas Rising Stars® by Thomson Reuters (Mergers & Acquisitions, Intellectual Property); 2004, 2011

Activities (Memberships/Affiliations)

  • Fellow, Dallas Bar Foundation, 2008-present

  • Texas Bar Foundation Life Fellow, 2006-present

  • Cattle Baron's Ball, Advisory Board, 2001-present

  • Private Equity Editorial Advisory Board, Law360, 2014

  • Launchability (f/k/a) Special Care & Career Services, Board of Directors, 2004-2010

  • Boy Scouts of America-Circle Ten Council, Executive Committee 2007-present

  • Dallas Zoological Society, Board of Directors, 2001-2007

  • Member, Highland Park United Methodist Church, 1975-present

  • Member, Idlewild Club of Dallas, 1997-present; Membership Committee, 2002-2003

  • Member, Terpsichorean Club, 1996-present; Board of Directors, 2003-present; President, 2002-2003

  • Turtle Creek Manor Homeless and Addiction Shelter, Board of Directors, 2000-2006

  • Young Life Volunteer Leader, Highland Park High School, 1997-2000

  • Member, Dallas Country Club, 1995-present; Legal & Legislative Advisory Committee, 2001-2003

  • Member, Dallas Bar Association

  • Member, State Bar of Texas

  • Member, American Bar Association

  • Member of Advisory Board, Gathering of Developers (international entertainment software, licensor, publisher, and distributor), 1996-2001

  • Partner, Thompson & Knight LLP, 2004-present; Management Committee, 2013; Hiring Partner, 2003-2009; Chairman, Audit Committee, 2002-present; Diversity & Inclusion Committee, 2006-2009