Clay Heald is a member of Winstead's Corporate, Securities/Mergers & Acquisitions Practice Group. He represents both public and private companies in matters relating to securities regulation, corporate finance and governance, mergers and acquisitions, and other commercial transactions. Clay also has experience advising banks in state and federal regulatory matters.

Representative Experience

Mergers and Acquisitions

• Represented a founder-owned environmental testing services company in the $46.5 million stock sale of its environmental testing division to a competitive portfolio company of a leading publicly traded private equity firm, which included a pre-closing spin-off of the client’s industrial hygiene, food, and petroleum testing divisions
• Represented a higher education software services firm in a strategic growth investment from a leading private equity firm specializing in growth-oriented technology services companies for $100 million
• Represented owners of a leading oil and gas proprietary drilling optimization and friction reduction tools provider in the $104 million stock sale to a publicly traded company
• Represented owners of a Houston-based HVACR distributor in a $65 million stock sale to a private equity firm specializing in alternative investment strategies
• Represented a higher education technology consulting firm in a strategic growth investment from a leading private equity firm specializing in growth-oriented technology services companies for $36 million
• Represented an individual in a stock sale of his property tax consulting firm to an industry competitor for $7.5 million
• Represented a privately-held waste management company in connection with the sale of its landfill and all of the assets related thereto for $97.5 million
• Represented a manufacturer and distributor of frozen food products in North America in connection with its acquisition of a food manufacturer through a reverse triangular merger for $6 million
• Represented a privately-held marine transportation services company in its acquisition of six high-spec new generation offshore supply vessels from an industry competitor
• Represented a privately-held towing services company in connection with a domestic joint venture that involved a $4 million sale of 25% of its equity interests
• Represented a New Mexico-based mining company in the sale of its subsidiary to a Canadian-based uranium company
• Represented a Texas-based oil exploration and production company in the reorganization of several of its subsidiaries and affiliates
• Represented a sole proprietor in connection with a $2 million purchase of substantially all of the assets of a privately-held automotive repair and classic auto restoration company

Corporate Finance and Securities Matters

• Represented the Electric Reliability Council of Texas, Inc. (ERCOT) in connection with the $379.1 million sale of Texas Stabilization Subchapter M Bonds, Series 2025, sold to initial purchasers by Texas Electric Market Stabilization Funding M LLC, a wholly owned ERCOT subsidiary formed as the issuing entity
• Represented organizers of a de novo bank in connection with a $40 million private placement of common stock to various accredited investors
• Represented organizers of a de novo bank in connection with a $2 million private placement of preferred stock to various accredited investors
• Represents public companies in their compliance and reporting obligations under the Securities Exchange Act of 1934
• Represents public and private companies in connection with private placements of securities under Regulation D of the Securities Act of 1933
• Represents public and private companies in connection with Rule 144A transactions
• Advises corporate insiders under Section 16 of the Securities Exchange Act of 1934 on complex compliance matters
• Advises issuers and stockholders regarding compliance with sales of securities pursuant to Rule 144 promulgated under the Securities Act of 1933
• Advises beneficial owners in connection with compliance and reporting obligations under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934

Commercial Transactions

• Represented public and private equity companies in negotiating diligence and master services agreements related to M&A transactions
• Represented a NASDAQ-listed company in negotiating its procurement contracts with vendors