1717 Main St., Suite 3200\\Dallas, TX 75201-7347\\United States
Janice Davis brings more than 30 years of corporate experience to her practice, striving to create practical solutions for her clients’ contractual relationships and challenges. Janice advises on a variety of commercial transactions, including mergers and acquisitions (M&A), joint ventures, divestitures, software license agreements, corporate financing, private placements, alliance arrangements, reorganizations, recapitalizations, management and leveraged buy-outs, venture capital investments, and securities law compliance.
In her M&A practice, Janice represents public and private companies, as well as private equity firms, in diverse cross-border and domestic transactions. She also counsels private investment funds in connection with fund formations, special purpose vehicles, and portfolio investments. Janice also has a particular interest in guiding clients through the formation and financing of early stage and emerging growth companies. She routinely advises corporate clients and other entities on governance, fiduciary duties, and change of control and related matters.
Before joining Morgan Lewis, Janice was a partner at another global law firm, where she served as co-chair of its technology transactions department. While there, she gained 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 that firm’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. She was also seconded at one of the top accounting firms in the United States, where she saw through all corporate matters, M&A transactions, and negotiated more than 250 contracts on behalf of its consulting division.
Selected Representations
Represented Brazos Presbyterian Homes Inc. and BHP Holding Co. in the acquisition of Longhorn Village, an entrance fee life plan community in Austin, Texas
Advised East Texas Medical Center Healthcare System in the sale of substantially all assets to Ardent Health Services, including a network of nine hospitals, 39 clinics, two inpatient facilities, 13 regional rehabilitation facilities, physician clinics, two 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.
Represented GTE Corporation (now Verizon Telecommunications, Inc.) in the sale of 500,000 telecommunications access lines located in nine states to Citizens Utilities Company for $1.1 billion
Advised Crescent Real Estate Holdings LLC in its reorganization to dispose of a 22 property portfolio in Las Vegas, as well as negotiating and drafting the joint venture agreement and related documents with JPMorgan 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
Advised Parkland Center for Clinical Innovation (PCCI) in a complex spin-off transaction involving the licensing of software to Pieces Technologies Inc., 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 and Jump Capital, with participation from various healthcare systems and select Dallas family offices, among others
Served as “in-house” counsel on a seconded basis to Roofing Supply Group LLC (RSG) 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
Represented Poco Graphite Holdings, LLC it its $158 million merger with a subsidiary of Entegris Inc., a publicly traded materials management company
Represented Fidelity National Information Services Inc. in four separate transactions involving the purchase of privately held companies in the mortgage ancillary services business with purchase prices ranging from $40 million to $100 million
Advised Lingualcare Inc. in its merger with a subsidiary of 3M Company
Advised Virbac Corporation in the 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
Represented Tech Pharmacy Services Inc. in its 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 Omnicare Inc.)
Advised MD Anderson in its 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
Advised DE Shaw affiliate in its proposed investment in home equity mortgage business structured as a preferred trust transaction
Represented Xpressdocs Partners Ltd. in its recapitalization by private equity firms led by Polaris Venture Partners, a Massachusetts-based venture capital fund
Advised Domino Printing Sciences plc in its acquisition of a privately held company owning a system that applies identifying UPC codes to end products
Advised Equilon Enterprises LLC in a joint venture agreement and related documents with Globeground North America LLC with respect to airport services
Represented a private equity real estate fund in its formation, capital raising efforts, and securities offering
Advised Exeter Finance Corp. (a portfolio company of Blackstone LP) in a $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
Represented Resercom LP in its corporate organization and startup equity financing
Awards and Affiliations
Ranked, Technology: Corporate & Commercial, Texas, Chambers USA (2018)
Recommended, Technology: Transactions, The Legal 500 US (2015, 2018)
Recognized, Technology Transactions, IAM Patent 1000 (2018)
Recognized, Corporate Law, US News/Best Lawyers (2010–2019)
Dallas’ Top 50 Women in Law, Texas Diversity Council (2018)
Martindale-Hubbell® AV® Preeminent™ Rating
Recipient, Texas Women Ventures Fund Breakthrough Award (2011)
Firm Representative and Advisory Board Member, North Texas Board, National Association of Corporate Directors (2010–2017)
Member, American Bar Association
M&A Subcommittee representative for the 2009 and 2017 Private Target Mergers & Acquisitions Deal Points Studies, and the 2016 Private Target Carve-Out Deal Points Study
