Ronald G. Skloss

Ronald G. Skloss

Shareholder

Ronald G. Skloss focuses his law practice on Texas and Delaware corporation and limited liability company laws and the federal securities laws. His practice is largely transaction-based and concentrates on private equity and venture capital investments, mergers and acquisitions, joint ventures, and other strategic business transactions, and registered public offerings of equity securities. Ronnie has led countless domestic and cross-border transactions representing publicly-traded and privately-held issuers, global investment banks, institutional and individual investors, and entrepreneurs in a variety of industry sectors, particularly software and technology-enabled services, healthcare, retail, government contracting, energy services, and hospitality services. He has served as lead outside corporate and securities counsel to private equity investors and NASDAQ-listed companies with market capitalizations of up to $40 billion, advising on capital markets transactions, mergers and acquisitions, private equity investments, the on-going disclosure and periodic reporting requirements of the federal securities laws, corporate governance, and general business law matters. Ronnie has advised on numerous private equity and venture capital investments aggregating more than $600 million, numerous M&A transactions with individual transaction values ranging from less than $10 million to more than $9 billion, and more than 50 underwritten public securities offerings with aggregate proceeds exceeding $2 billion.

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Capabilities

Experience

  • Lead attorney for a non-U.S. private equity firm:
    • $70 million preferred equity investment to finance a management buyout of  a regional excavation, grading, paving  and wet and dry utility construction company;
    • $73 million preferred equity investment to finance a recapitalization of a national provider of behavioral and emotional health and physical disability mentoring, education, and living support services;
    • $40 million preferred equity investment to finance the growth of a multi-state franchisee of a national fitness gym franchise;
    • $34 million preferred equity investment to finance a management buyout of a national hospitality services provider;
    • $21 million preferred equity investment to finance growth of a regional provider of physical and occupational therapy rehabilitation services, speech pathology services and clinical management software;
    • $47 million preferred equity and subordinated debt investment to finance a management buyout of a U.S. government contractor providing marine, defense, homeland security, first responder and related products and services;
    • $27 million preferred equity investment to finance growth of a regional provider of skilled nursing services;
    • $20 million preferred equity investment to finance a recapitalization of the U.S. business of an international provider of strategy, advertising, marketing, communications, data analytics and public relations services;
    • $30 million preferred equity investment to finance a shareholder distribution by an international garment design, engineering, development, manufacturing and sourcing services company; and
    • $20 million preferred equity investment to finance a recapitalization of a company that designs, develops and provides information technology (IT) staffing and consulting services.
  • Lead attorney for subsidiary of a Fortune 50 company in divestiture via stock sale of a Mexican subsidiary with aggregate cash price of $185 million.
  • Lead attorney to a regional title insurance agency in $70 million cash sale of company to a national title insurance underwriter.
  • Lead attorney for a NASDAQ 100 supply chain management software development company:
    • $9.3 billion acquisition by stock-for-stock merger of a NASDAQ-listed business-to-business e-commerce software development company;
    • $114 million acquisition by stock-for-stock merger of a business-to-business e-commerce software development company;
    • $380 million acquisition of supply chain management software development company;
    • $100 million contemporaneous acquisitions by stock-for-stock and cash merger of a database publisher of maintenance, repair and operations transactional content software and a maintenance, repair and operations content, management and maintenance software development company;
    • $97 million cross-border acquisition by stock-for-stock exchange of a Canadian transportation and logistics management software development company;
    • $68 million acquisition by stock-for-stock merger of an enterprise relationship management software development company; and
    • $201 million contemporaneous acquisitions by stock-for-stock merger of a developer of demand chain management software for sales, marketing and logistics and a developer of supply chain management software for manufacturing.
  • Lead attorney for a NASDAQ-listed semiconductor photomask manufacturer:
    • $42 million sale of its photoblank production facility and business unit to a German buyer.
    • Acquisition of the German photomask manufacturing assets of a global semiconductor manufacturer.
  • Lead attorney for a NASDAQ-listed physician practice and renal disease management services company:
    • $145 million sale by stock-for-stock merger to a NYSE-listed buyer.
    • $105 million acquisition by combination of stock-for-stock merger and stock exchange of 13 affiliated corporations and limited partnerships providing renal disease management services.
  • $92 million initial public offering on NASDAQ by a telecommunications network management software company lead-managed by Goldman, Sachs & Co. (lead attorney for issuer)
  • $45 million initial public offering on NASDAQ by an internet provider of company and industry information lead-managed by J.P. Morgan & Co. (lead attorney for issuer)
  • $40 million initial public offering on NASDAQ by an application integration software company lead-managed by Donaldson, Lufkin & Jenrette Securities Corp. (lead attorney for lead underwriter)
  • $40 million initial public offering on NASDAQ by an embedded data-base software company lead-managed by BancAmerica Robertson Stephens. (counsel to lead underwriter)
  • $44 million initial public offering on NASDAQ by supply chain management company lead-managed by Goldman, Sachs & Co. (lead attorney for issuer)
  • $240 million initial public offering on the NYSE by a nitrogen fertilizer and chemical manufacturer lead-managed by Smith Barney Inc. (counsel to lead underwriter)
  • $86 million initial public offering on the NYSE by an oil & gas exploration, development and production company lead-managed by Goldman, Sachs & Co. (counsel to lead underwriter)
  • $115 million initial public offering of depository units on the NYSE by an oil & gas royalty trust lead-managed by Lehman Brothers. (counsel to issuer)
  • $116 million secondary offering of common stock on NASDAQ by a telecommunications network management software company lead-managed by Morgan Stanley & Co. (lead attorney for issuer)
  • As lead attorney for a NASDAQ-listed semiconductor photomask manufacturer:
    • $245 million secondary/follow-on offering of common stock lead-managed by Morgan Stanley Dean Witter; and
    • $80 million secondary offering of common stock lead-managed by Morgan Stanley Dean Witter.
  • $106 million follow-on offering of common stock on NASDAQ by supply chain management software company lead-managed by Morgan Stanley Dean Witter.  (lead attorney for MSDW)
  • $140 million secondary/follow-on offering of common stock on NASDAQ by supply chain management software company lead-managed by Goldman, Sachs & Co. (lead attorney for issuer)
  • $95 million offering on the NYSE by an oil & gas exploration, development and production company of convertible preferred stock lead-managed by Salomon Brothers Inc. (counsel to issuer)
  • Initial placement and resale offering by NASDAQ-listed supply chain management software company of Rule 144A-issued $350 million principal amount of convertible subordinated notes lead-managed by Goldman, Sachs & Co. (lead attorney for issuer)
  • $100 million principal amount of convertible subordinated notes issued by NASDAQ-listed semiconductor photomask manufacturer lead-managed by Morgan Stanley Dean Witter. (lead attorney for issuer)
  • $75 million principal amount of convertible subordinated notes issued by NYSE-listed oil & gas exploration, development and production company lead-managed by Goldman, Sachs & Co. (counsel to lead underwriter)
  • $100 million principal amount of senior subordinated debentures issued by NYSE-listed oil & gas exploration, development and production company lead-managed by Salomon Brothers Inc. (counsel to issuer)
  • $35 million repurchase of all common stock held by a founding stockholder of a NASDAQ-listed telecommunications network management software company (lead attorney for issuer)
  • Deregistration and dissolution of NASDAQ-listed company with distribution to stockholders of cash proceeds of liquidation. (lead attorney for issuer)
  • For a NASDAQ-listed semiconductor photomask manufacturer:
    • Lithographic semiconductor photomask development and pilot-manufacturing joint venture in Germany with two global semiconductor manufacturers;
    • Strategic alliance with a German glass conglomerate to jointly develop advanced semiconductor photomask blanks; and
    • Supply agreement with a German glass conglomerate relating to the manufacture and supply of commercial semiconductor photomask blanks and associated patent and related intellectual property licensing agreements.
  • Spin-off of wireless modem product division by a NASDAQ-listed telecommunications network management software company. (lead attorney for issuer)
  • Counsel to Boards of Directors of publicly held companies advising on anti-takeover measures in certificate of incorporation and bylaws, and the adoption of stockholder rights plans.
  • Counsel to publicly held companies advising on re-pricing of employee stock options via registered tender offer.
  • Lead counsel on more than 50 convertible preferred stock financings advising emerging growth companies and venture capital funds predominantly in the software, semiconductor and internet industry sectors. 

°Certain of the above representations were handled by Mr. Skloss prior to his joining Greenberg Traurig, LLP.

  • Ronnie is co-owner of a commercial vegetable farm, which he transformed from a family business into a vertically integrated producer and packer of a variety of fruits, vegetables and grains. Under his leadership, the business has transitioned from solely using conventional farming practices to being the leader in its region in developing and utilizing sustainable and biological growing techniques. These techniques better utilize natural processes to increase soil fertility, improve soil structure, reduce reliance on pesticides and synthetic fertilizers, reduce erosion, and increase quality and yields. Ronnie's desire to develop and implement these techniques was instilled by his passion for sustainable and high-quality food production.

Recognition & Leadership

  • Member, Winning Team, ACG New York Champion’s Award, "M&A Deal of the Year (over $200mm to $500mm)" for Martin Resource Management Corporation ESOP, 2013
  • Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America’s Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
  • Member, American Bar Association
  • Member, State Bar of Texas

Credentials

Education
  • J.D., The University of Texas School of Law, 1989
  • B.B.A., The University of Texas at Austin, 1986
Admissions
  • Texas
Languages
  • Spanish, Conversational