People

Darren Inoff focuses on a broad spectrum of corporate and real estate matters. As a partner in our Mergers & Acquisitions and Real Estate practices, Darren represents clients in an array of complex corporate and real estate transactions.

With respect to corporate practice, Darren represents clients in joint ventures, mergers and acquisitions, and other strategic corporate transactions, primarily in the healthcare, energy, real estate, and food and beverage industries. He also counsels clients on business formation and negotiates and drafts limited liability company agreements, limited partnership agreements, shareholder agreements and other organizational documents.

Darren's corporate experience also includes the negotiation of contribution agreements, merger/stock/asset purchase agreements, and employment and non-competition agreements for private equity sponsors and their corresponding portfolio companies.

In addition, Darren handles complex real estate matters for private equity sponsors, real estate funds and REITs. He advises on the development, acquisition and disposition of commercial properties, from office buildings and multifamily housing to electric generating facilities. He also represents both landlords and tenants in commercial leasing of downtown and suburban office buildings, retail projects and industrial warehouses.

Darren assists clients with construction law issues, including drafting and negotiating architectural service agreements, construction contracts, design/build agreements and development management agreements. He also frequently handles construction and permanent loans, sale/leaseback, mezzanine financings and other structured financings.

Darren was recognized in 2015 by the Houston Business Journal among Who’s Who in Law, Real Estate. He has been profiled by Chambers USA from 2012 to 2018 as a Leading Texas Real Estate Lawyer, as well as by ALM as one of 2012's Top Rated Lawyers in Real Estate. He was also listed by Legal 500 U.S. in 2011, and recognized as a Rising Star by Texas Monthly for 2004, 2005 and 2008.

 

 

Full Bio

Credentials

J.D., The University of Texas School of Law, with honors

B.A., Economics, The University of Texas at Austin, with honors, Phi Beta Kappa

Texas

Leading Texas Real Estate Lawyer


Chambers USA, 2012–2018

Who’s Who in Law, Real Estate


Houston Business Journal, 2015

2012 Top Rated Lawyers in Real Estate


ALM

Legal 500 U.S., 2011

Rising Star


Texas Monthly, 2004, 2005 and 2008

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Close

Recognition

Leading Texas Real Estate Lawyer


Chambers USA, 2012–2018

Who’s Who in Law, Real Estate


Houston Business Journal, 2015

2012 Top Rated Lawyers in Real Estate


ALM

Legal 500 U.S., 2011

Rising Star


Texas Monthly, 2004, 2005 and 2008

Matters

Representative Corporate Transactions

Represented Quantum Energy Partners, a private equity fund with approximately $17 billion under management since inception, in the formation of a portfolio company owning certain oil and gas assets.

Represented Quintana Energy Partners, L.P., a $650 million private equity fund, in the acquisition of all of the assets of a directional drilling company valued at approximately $36 million.

Represented Bruce Babb Chemicals, Inc. (“BBC”) in a reverse triangular merger whereby ProChem Merger Sub, Inc., a wholly-owned subsidiary of ProChem Energy Services, Inc. (“ProChem”) merged with and into BBC with BBC being the surviving entity and wholly owned subsidiary of ProChem, a business specializing in retail and wholesale sales of oilfield chemicals and related services for wellsite production and mid-stream services.

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Matters

Representative Corporate Transactions

Represented Quantum Energy Partners, a private equity fund with approximately $17 billion under management since inception, in the formation of a portfolio company owning certain oil and gas assets.

Represented Quintana Energy Partners, L.P., a $650 million private equity fund, in the acquisition of all of the assets of a directional drilling company valued at approximately $36 million.

Represented Bruce Babb Chemicals, Inc. (“BBC”) in a reverse triangular merger whereby ProChem Merger Sub, Inc., a wholly-owned subsidiary of ProChem Energy Services, Inc. (“ProChem”) merged with and into BBC with BBC being the surviving entity and wholly owned subsidiary of ProChem, a business specializing in retail and wholesale sales of oilfield chemicals and related services for wellsite production and mid-stream services.

Represented Pelagic Equipment and Services Holdings, LLC, a portfolio company of Genesis Park II LP, in its acquisition of (i) 100% of the equity interests of B&J Wholesale, LLC, a full service wholesaler of new and used oilfield equipment servicing the U.S. and international oil and gas markets, (ii) 100% of the equity interests of KP Wellhead and Supply, LLC, which sells and repairs well control equipment used in the petroleum industry and (iii) 100% of the equity interests in TRCW, LLC, a Texas based company specializing in the renovating and repair of subsea risers, riser components and subsea production equipment for offshore energy companies.

Represented Genesis Park II LP, a lower middle market private equity fund located in Houston, Texas, in its acquisition of 100% of the stock in OnTargetJobs Canada, Inc., a company that provides online recruitment solutions for job seekers and employers in North America, as well as in connection with the acquisition financing provided by Elm Park Capital Management.

Represented Custom Pipe & Coupling Co., Inc. in the acquisition of 100% of the stock in K&K Supply, Inc.

Represented National Cardiovascular Partners, LP in connection with the sale of equity in the company to a private equity investor located in Boston in a transaction valued at approximately $110 million.

Represented National Cardiovascular Partners, LP in various joint ventures with physicians and hospitals in the development of ambulatory surgery centers and cardiac catheterization labs in 25 locations throughout Texas, California, Arizona, Kansas, Louisiana and Florida.

Represented High Plains Surgery Center, LP, an ambulatory surgery center located in Lubbock, Texas, in connection with its merger with Lubbock Surgery Center, an ambulatory surgery center also located in Lubbock, Texas, to form an entity owned by approximately 40 physician investors, Covenant Health System and National Cardiovascular Partners, LP.

Represented Physicians Surgical Care, Inc. in various joint ventures with physicians and hospitals in the acquisition, development and operation of seven ambulatory surgery centers located in five states and their subsequent merger with Symbion, Inc. to create a company which owns and operates 27 surgery centers and manages eight surgery centers and three physician networks in approximately 15 states.

Represented a portfolio company of a private equity fund with approximately $400 million under management in the sale of stock of an imaging business to a corporation in a transaction valued at approximately $96 million.

Represented Specialty Therapeutic Care, LP, a specialty pharmaceutical company, in connection with the sale of 80% of the equity in the company to Enhanced Equity Fund, LP, a private equity fund based in New York.

Represented River Oaks Imaging and Diagnostic, L.P. in the development and operation of 10 medical imaging and diagnostic centers located in Texas.

Represented Seidler Equity Partners VI, L.P. in its acquisition of a 44% equity stake in Academic Alliance in Dermatology, LLC, the owner of 19 dermatology clinics operated throughout Florida.

Represented Sunny Sky Products, LLC, a portfolio company of Seidler Equity Partners, a private equity fund with more than $1.5 billon under management, in (i) the acquisition of substantially all of the assets of DWS, Inc., a beverage company specializing in hot dispensed beverages as well as frozen and iced product offerings, and (ii) a senior secured credit facility agented by NXT Capital, LLC.

Represented Square Robot, Inc., an innovative technology company that designs autonomous robots to inspect above ground petroleum storage tanks while keeping the tanks in service; in connection with the sale of Series B Convertible Preferred Stock to private equity and strategic investors.

Represented Blue Sprig Pediatrics, Inc., a portfolio company of Kohlberg Kravis Roberts & Co., L.P., in its acquisition of all of the assets of The Shape of Behavior, Inc., a Houston based autism therapy provider with 22 clinics in four states.

Representative Real Estate Transactions

Represented Sheridan Hills Developments LP in the sale of 51% of the equity in Life Science Plaza, a 334,937-square-foot medical office building located in the Medical Center of Houston, Texas, to a newly formed REIT, controlled by the Alaska Permanent Fund.

Represented Songy Highroads, LLC in connection with the acquisition of the former La Torreta Resort & Spa as well as the construction financing used to redevelop the resort into a Margaritaville, the first in Texas, having approximately 303 guest rooms and 32 lake villas, together with an 18-hole golf course, driving range, fitness center, spa and convention facilities.

Represented a subsidiary of Enron Corp. in the acquisition and development of two downtown city blocks for a 40-floor office building containing approximately 1,275,000 gross square feet of office space with a parking garage accommodating approximately 1,300 automobiles. Also handled the negotiation of all development management agreements, architectural services agreements and construction contracts related to this project.

Represented Plan B-MOB, LP in connection with the sale of an 84% general and limited partner interest in a 176,000-square-foot, Class A medical office building located in Houston, Texas, to Healthcare Trust of America, Inc.

Represented Post Oak Central, Ltd. in the sale of a three-building office complex located in the Galleria area of Houston, Texas, consisting of approximately 1,200,000 square feet.

Represented USAA Real Estate Company, as landlord and developer, in a build-to-suit transaction with Igloo Products Corp., as tenant, in connection with a 914,195-square-foot corporate office, manufacturing and warehouse facility that will serve as a headquarters for Igloo.

Represented PinPoint Commercial, LP in the financing and development of 11 assisted living facilities in Texas, Georgia, New Mexico and Florida.

Represented The Arena Group, LP in the acquisition of two office buildings and a theater known as Arena Place I, Arena Place II and Arena Theatre in Houston, Texas, which includes twin 19-story office buildings containing 779,485 square feet of office space, a 2,850-seat performance arena and two adjacent nine-story parking garages.

Represented Public Storage, Inc. in the acquisition from Prudential-Bache/Watson & Taylor Ltd. of 32 self-storage facilities in Texas, Oklahoma, New Jersey, Arkansas, Tennessee, Georgia, Virginia and Maryland.

Represented NextStage Entertainment Corporation in the acquisition and development of approximately 25 acres of land in Grand Prairie, Texas, for a 6,200-seat multi-purposed performing arts arena.

Represented Enron North America Corp. in the greenfield development of (i) a 485 MW Merchant Power Plant located in Brownsville, Tennessee, (ii) a 485 MW Merchant Power Plant located in New Albany, Mississippi and (iii) a 485 MW Merchant Power Plant located in Caledonia, Mississippi.

Matters

Representative Corporate Transactions

Represented Quantum Energy Partners, a private equity fund with approximately $17 billion under management since inception, in the formation of a portfolio company owning certain oil and gas assets.

Represented Quintana Energy Partners, L.P., a $650 million private equity fund, in the acquisition of all of the assets of a directional drilling company valued at approximately $36 million.

Represented Bruce Babb Chemicals, Inc. (“BBC”) in a reverse triangular merger whereby ProChem Merger Sub, Inc., a wholly-owned subsidiary of ProChem Energy Services, Inc. (“ProChem”) merged with and into BBC with BBC being the surviving entity and wholly owned subsidiary of ProChem, a business specializing in retail and wholesale sales of oilfield chemicals and related services for wellsite production and mid-stream services.

See more
Icon close

Close

Matters

Representative Corporate Transactions

Represented Quantum Energy Partners, a private equity fund with approximately $17 billion under management since inception, in the formation of a portfolio company owning certain oil and gas assets.

Represented Quintana Energy Partners, L.P., a $650 million private equity fund, in the acquisition of all of the assets of a directional drilling company valued at approximately $36 million.

Represented Bruce Babb Chemicals, Inc. (“BBC”) in a reverse triangular merger whereby ProChem Merger Sub, Inc., a wholly-owned subsidiary of ProChem Energy Services, Inc. (“ProChem”) merged with and into BBC with BBC being the surviving entity and wholly owned subsidiary of ProChem, a business specializing in retail and wholesale sales of oilfield chemicals and related services for wellsite production and mid-stream services.

Represented Pelagic Equipment and Services Holdings, LLC, a portfolio company of Genesis Park II LP, in its acquisition of (i) 100% of the equity interests of B&J Wholesale, LLC, a full service wholesaler of new and used oilfield equipment servicing the U.S. and international oil and gas markets, (ii) 100% of the equity interests of KP Wellhead and Supply, LLC, which sells and repairs well control equipment used in the petroleum industry and (iii) 100% of the equity interests in TRCW, LLC, a Texas based company specializing in the renovating and repair of subsea risers, riser components and subsea production equipment for offshore energy companies.

Represented Genesis Park II LP, a lower middle market private equity fund located in Houston, Texas, in its acquisition of 100% of the stock in OnTargetJobs Canada, Inc., a company that provides online recruitment solutions for job seekers and employers in North America, as well as in connection with the acquisition financing provided by Elm Park Capital Management.

Represented Custom Pipe & Coupling Co., Inc. in the acquisition of 100% of the stock in K&K Supply, Inc.

Represented National Cardiovascular Partners, LP in connection with the sale of equity in the company to a private equity investor located in Boston in a transaction valued at approximately $110 million.

Represented National Cardiovascular Partners, LP in various joint ventures with physicians and hospitals in the development of ambulatory surgery centers and cardiac catheterization labs in 25 locations throughout Texas, California, Arizona, Kansas, Louisiana and Florida.

Represented High Plains Surgery Center, LP, an ambulatory surgery center located in Lubbock, Texas, in connection with its merger with Lubbock Surgery Center, an ambulatory surgery center also located in Lubbock, Texas, to form an entity owned by approximately 40 physician investors, Covenant Health System and National Cardiovascular Partners, LP.

Represented Physicians Surgical Care, Inc. in various joint ventures with physicians and hospitals in the acquisition, development and operation of seven ambulatory surgery centers located in five states and their subsequent merger with Symbion, Inc. to create a company which owns and operates 27 surgery centers and manages eight surgery centers and three physician networks in approximately 15 states.

Represented a portfolio company of a private equity fund with approximately $400 million under management in the sale of stock of an imaging business to a corporation in a transaction valued at approximately $96 million.

Represented Specialty Therapeutic Care, LP, a specialty pharmaceutical company, in connection with the sale of 80% of the equity in the company to Enhanced Equity Fund, LP, a private equity fund based in New York.

Represented River Oaks Imaging and Diagnostic, L.P. in the development and operation of 10 medical imaging and diagnostic centers located in Texas.

Represented Seidler Equity Partners VI, L.P. in its acquisition of a 44% equity stake in Academic Alliance in Dermatology, LLC, the owner of 19 dermatology clinics operated throughout Florida.

Represented Sunny Sky Products, LLC, a portfolio company of Seidler Equity Partners, a private equity fund with more than $1.5 billon under management, in (i) the acquisition of substantially all of the assets of DWS, Inc., a beverage company specializing in hot dispensed beverages as well as frozen and iced product offerings, and (ii) a senior secured credit facility agented by NXT Capital, LLC.

Represented Square Robot, Inc., an innovative technology company that designs autonomous robots to inspect above ground petroleum storage tanks while keeping the tanks in service; in connection with the sale of Series B Convertible Preferred Stock to private equity and strategic investors.

Represented Blue Sprig Pediatrics, Inc., a portfolio company of Kohlberg Kravis Roberts & Co., L.P., in its acquisition of all of the assets of The Shape of Behavior, Inc., a Houston based autism therapy provider with 22 clinics in four states.

Representative Real Estate Transactions

Represented Sheridan Hills Developments LP in the sale of 51% of the equity in Life Science Plaza, a 334,937-square-foot medical office building located in the Medical Center of Houston, Texas, to a newly formed REIT, controlled by the Alaska Permanent Fund.

Represented Songy Highroads, LLC in connection with the acquisition of the former La Torreta Resort & Spa as well as the construction financing used to redevelop the resort into a Margaritaville, the first in Texas, having approximately 303 guest rooms and 32 lake villas, together with an 18-hole golf course, driving range, fitness center, spa and convention facilities.

Represented a subsidiary of Enron Corp. in the acquisition and development of two downtown city blocks for a 40-floor office building containing approximately 1,275,000 gross square feet of office space with a parking garage accommodating approximately 1,300 automobiles. Also handled the negotiation of all development management agreements, architectural services agreements and construction contracts related to this project.

Represented Plan B-MOB, LP in connection with the sale of an 84% general and limited partner interest in a 176,000-square-foot, Class A medical office building located in Houston, Texas, to Healthcare Trust of America, Inc.

Represented Post Oak Central, Ltd. in the sale of a three-building office complex located in the Galleria area of Houston, Texas, consisting of approximately 1,200,000 square feet.

Represented USAA Real Estate Company, as landlord and developer, in a build-to-suit transaction with Igloo Products Corp., as tenant, in connection with a 914,195-square-foot corporate office, manufacturing and warehouse facility that will serve as a headquarters for Igloo.

Represented PinPoint Commercial, LP in the financing and development of 11 assisted living facilities in Texas, Georgia, New Mexico and Florida.

Represented The Arena Group, LP in the acquisition of two office buildings and a theater known as Arena Place I, Arena Place II and Arena Theatre in Houston, Texas, which includes twin 19-story office buildings containing 779,485 square feet of office space, a 2,850-seat performance arena and two adjacent nine-story parking garages.

Represented Public Storage, Inc. in the acquisition from Prudential-Bache/Watson & Taylor Ltd. of 32 self-storage facilities in Texas, Oklahoma, New Jersey, Arkansas, Tennessee, Georgia, Virginia and Maryland.

Represented NextStage Entertainment Corporation in the acquisition and development of approximately 25 acres of land in Grand Prairie, Texas, for a 6,200-seat multi-purposed performing arts arena.

Represented Enron North America Corp. in the greenfield development of (i) a 485 MW Merchant Power Plant located in Brownsville, Tennessee, (ii) a 485 MW Merchant Power Plant located in New Albany, Mississippi and (iii) a 485 MW Merchant Power Plant located in Caledonia, Mississippi.

Credentials

J.D., The University of Texas School of Law, with honors

B.A., Economics, The University of Texas at Austin, with honors, Phi Beta Kappa

Texas

Leading Texas Real Estate Lawyer


Chambers USA, 2012–2018

Who’s Who in Law, Real Estate


Houston Business Journal, 2015

2012 Top Rated Lawyers in Real Estate


ALM

Legal 500 U.S., 2011

Rising Star


Texas Monthly, 2004, 2005 and 2008

Icon close

Close

Recognition

Leading Texas Real Estate Lawyer


Chambers USA, 2012–2018

Who’s Who in Law, Real Estate


Houston Business Journal, 2015

2012 Top Rated Lawyers in Real Estate


ALM

Legal 500 U.S., 2011

Rising Star


Texas Monthly, 2004, 2005 and 2008