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Experience

Holt Foster’s practice focuses on (i) private placements, venture capital, and creative financing; (ii) mergers and acquisitions; (iii) formation of and investments in private equity funds; (iv) international 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 around the globe.

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.

  • Represented NGP XII US Holdings, L.P. in the formation and $359 million capitalization of a midstream company focused on the Rockies, Permian Basin, and Mid-Continent
  • Represented a Dallas-based energy investment firm in its $175 million investment in a Midland, Texas-based exploration and production company focused on the Permian Basin
  • Represented Tillridge Global Agribusiness Partners in the formation of Tillridge Global Agribusiness Partners II, L.P., which will make direct equity investments in food, feed, and industrial product companies within the agribusiness supply chain
  • Represented NGP Natural Resources XI, L.P. in its $150 million equity commitment to an oil and gas exploration and production company with a focus on Mid-Continent resource plays
  • Represented Tailwater Capital in the formation and $150 million capitalization of Oklahoma City-based Valiant Midstream LLC
  • Represented the private equity sponsors in their investment in Cavalcade Midstream, with aggregate capital commitments totaling $150 million
  • Represented Tailwater Energy Fund III in the formation and $150 million capitalization of Silver Creek Midstream LLC, a new midstream portfolio company
  • Represented the general partner in the formation of a private equity investment fund with $140 million in total commitments
  • Represented a Dallas-based private equity fund in the formation and $150 million capitalization of a company will focus on midstream activities in Texas
  • Represented NGP X US Holdings, L.P. in its $143 million upsize in capital commitments for BlueStone Natural Resources Holdings II, LLC, a Tulsa-based oil and natural gas acquisition and development company
  • Represented a Dallas-based private equity fund in the formation and $125 million capitalization of a new midstream portfolio company
  • Represented Pearl Energy Investments and Natural Gas Partners in their combined commitment of $125 million to Teal Natural Resources, LLC, a newly formed oil and natural gas exploration company
  • Represented NGP XI US Holdings, L.P. in the formation and equity financing of Crossing Rocks Energy Partners, LLC for the purpose of acquiring, developing, and monetizing North American oil and gas assets primarily in the Mid-continent, East Texas, and Permian Basins
  • Represented a CEO in the formation of a midstream company focused on the Rockies, particularly the Powder River Basin and the Bakken, and its $75 million investment by a Houston-based private equity firm
  • Represented a Texas-based frac sand company in connection with a $78 million equity investment in the company made by a group of 19 domestic and international investors
  • Represented Pearl Energy Investments in its $75 million investment, alongside NGP Natural Resources XI LP, to Colgate Energy LLC
  • Represented a Dallas-based energy investment firm in the initial formation and $50 million investment in a Midland, Texas-based exploration and production company focused on the Permian Basin
  • Represented a Dallas-based energy investment firm in the initial formation and $50 million investment in a San Antonio, Texas-based exploration and production company focused primarily on the South Texas region
  • Represented NGP Agribusiness Follow-On Fund, L.P. in the formation and $50 million capitalization of a vertically integrated fresh produce company based in California
  • Represented partners in creation of a private equity oil and gas investment fund, with $10 million in commitments
  • Represented one of the world’s largest equipment rental companies in asset purchases from one of North America’s largest specialty pump rental companies and a Texas-based general rental business for a combined purchase price of approximately $780 million
  • Represented the Board of Directors of Allied Technology in conjunction with the $700 million merger/roll-up of five separate companies – Forum Oilfield Technologies, Triton Group, Subsea Services International, Global Flow Technologies, and Allied Technology – to form Forum Energy Technologies
  • Represented Petro Waste Environmental in its acquisition by WM Energy Services Holdings, LLC, an indirect subsidiary of Houston-based Waste Management, Inc., from Tailwater Capital LLC
  • Represented Tailwater Capital in the formation of a joint venture with Energy & Minerals Group to provide $600 million for Silver Creek Midstream’s purchase and expansion of Genesis Energy’s crude gathering, storage, and rail assets in the Powder River Basin
  • Represented Producers Midstream, LP, a Tailwater Capital, LLC portfolio company, through its wholly owned subsidiary Culberson Midstream Equity, LLC, in forming a joint venture with a subsidiary of Charger Shale Oil Company, LLC, through its wholly owned subsidiary Charger Shale Oil Gathering, LLC, to develop midstream assets in the Western Delaware Basin
  • Represented purchaser in series of acquisitions of wellsite services companies for a total purchase price of $600 million
  • Represented a private equity firm in connection with its entrance into two parallel joint ventures with several owners and operators of saltwater disposal facilities for the purpose of (1) expanding saltwater disposal operations in the Permian Basin and Eagle Ford Shale regions of Texas and New Mexico and (2) expanding the breadth of services available at those facilities by providing onsite solid waste removal and disposal capabilities
  • Represented Pivotal Petroleum Partners on its sale of producing wells in North Dakota to publicly traded Northern Oil and Gas Inc. for $151.83 million.
  • Represented a Denver-based exploration and production company, through its wholly owned subsidiary, in the formation of a joint venture to engage in midstream activities in Colorado and Wyoming
  • Represented a private equity firm in the approximately $100 million sale of outstanding membership interests in two agribusiness companies as well as certain related real estate assets and water rights
  • Represented seller in $100 million sale of multi-state oil and gas pipeline
  • Represented purchaser in $78 million acquisition of all the assets of a water transfer service provider
  • Represented purchaser in $75 million acquisition of oil and gas exploration company
  • Represented purchaser in $75 million acquisition of oil and gas services company
  • Represented seller in $65 million sale of 35 restaurant franchises
  • Represented seller in $64 million sale of a radio station
  • $37 million merger of two exploration and production companies
  • Represented a Texas-based company that provides a complete suite of water services for the energy industry in the acquisition of nine salt water disposal wells, a water station, a brine water permit, and the businesses related thereto from several sellers
  • Represented purchaser in $35 million acquisition of all common stock of a water transfer service provider
  • Represented a vertically integrated fresh produce company based in California in the $12 million acquisition of an East Coast food processing company
  • Represented purchaser in the $300 million cross-border acquisition of electric power plant
  • Represented purchaser in the $200 million acquisition of downstream fuel stations in Paraguay, Uruguay, and Colombia
  • 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, with a total value of $3 billion
  • $26 million sale of international oil and gas construction inspection company
  • 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
  • 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”
  • Represented international video game publisher in its $40 million sale to a publicly traded company
  • 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 its $100 million licensing of the “Conan the Barbarian” franchise for an MMOG online game
  • Secured and structured $27 million non-equity financing for international software publishing company
  • Represented seller in $40 million sale of an international video game publishing and distribution company
  • Negotiate video game development and licensing agreements for all platforms (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
  • 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

Honors & Affiliations

Distinctions/Honors

  • The Best Lawyers in America® by Woodward/White Inc. (Corporate Law), 2013-2019
  • Texas Super Lawyers® by Thomson Reuters (Securities & Corporate Finance), 2004-2018
  • Best Lawyers in Dallas (Corporate Law: Merger & Acquisitions), D Magazine, 2014-2019
  • Best Lawyers Under 40 in Dallas, D Magazine, 2002-2009
  • Texas Rising Stars® by Thomson Reuters (Mergers & Acquisitions, Intellectual Property), 2004, 2011
  • Who’s Who in Energy, Dallas Business Journal, 2014
  • Most Influential Leaders in North Texas (Law: M&A), D CEO The Dallas 500, 2015

Memberships/Affiliations

  • Dallas Petroleum Club; Member, Dallas Wildcatters, 2015-Present; Board of Directors, 2015-Present
  • Member, Dallas Citizens Council, 2015
  • Fellow, Dallas Bar Foundation, 2008-present
  • Member, District 6 Nominating Committee for the Texas Bar Foundation 2018 – 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, Honorary Executive Committee, 2015; Executive Committee 2007-2014
  • 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

Education & Admissions

Education

  • J.D., 1995, The University of Texas School of Law, Member, The Texas International Law Journal; President, Phi Delta Phi scholastic honorary fraternity, 1994-1995
  • Certificate, 1994, Queen Mary's College, University of London
  • B.A., 1991, Davidson College, Division I Wrestling Varsity Letterman

Admissions

  • Texas

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