Billie Ellis, Jr.

Representative Matters

• Represented John Eagle Auto Group, a well-known brand in the Texas automobile market, in connection with the sale of 11 auto dealerships in Texas to Lithia Motors, Inc. The dealerships represented $US1.1B in revenue. Each of the properties was leased to Lithia as a part of the transaction, with an option granted to both parties to call or put the various properties to the other. As a part of the transaction, several of the properties were refinanced and the Winston & Strawn team worked with other, existing lenders and other parties with consent rights to negotiate approval of the transfers.
• Represented Allen Samuels Auto Group in the sale to AutoNation of 12 dealerships owned by the automotive retailer in various Texas markets. The dealerships, including 31 franchises, represent approximately US$800M in annual revenue.  The franchises to be acquired include Chrysler, Dodge, Jeep, Ram Chevrolet, Hyundai, Mercedes-Benz and Sprinter.
• Represented Freehold Capital, a fully integrated real estate investment and development firm, in connection with the formation of a joint venture with Varde Capital for the purchase and development of (i) residential lots, commercial properties and a marina in the Grande Dunes development located in Myrtle Beach, South Carolina and (ii) residential development at the Savannah Quarters development in Savannah, Georgia. This transaction involved a back-to-back purchase of the property and subsequent sale of multiple tracts of property under four separate purchase and sale agreements with Mongo Holdings and Lennar. 
• Represented Rapid Express Car Wash, a portfolio company of Wildcat Capital Management, the family office of TPG Capital founding partner David Bonderman, since 2022 in connection with the acquisition, disposition, leasing, and development of over 20 locations across Texas, including sale-leaseback and ground lease transactions. Over the past year, this representation has involved detailed and sophisticated real estate work including substantial due diligence review and the preparation and negotiation of acquisition and financing documents, including connection with an $80 million equity commitment from Sculptor utilized for add-on acquisitions and development.  
• Represented Atlanta Classic Cars in the sale of its top performing Mercedes-Benz and Commercial Truck dealerships in Duluth, Georgia to Krause Auto Group, which owns 15 retail automotive franchises in the U.S., including 9 automotive franchises in the greater Atlanta area. The transaction was completed on March 16, 2020. Prior to its sale, Atlanta Classic Cars had been a long-standing family business in the Ellis family for 45 years.
• Represented Johanna Ellis Reisinger, a third-generation dealership owner and member of the Ellis family, in the sale of Infiniti of Memphis to Gossett Motor Cars, a transaction which closed on October 5, 2020. The dealership is the sole Infiniti dealership in the Memphis, Tennessee area, and Gossett Motors Cars, located in Memphis, Tennessee, is one of the largest privately owned automotive groups in the Mid-South Region. Prior to its sale, Infiniti of Memphis had been owned and operated by the Ellis family for 30 years.
• Represented Dart Interests in connection with the successful acquisition of Fort Worth's Central Library. This acquisition marks the first step of a transformative plan to revitalize the site into a captivating mixed-use development. The library, located at 500 West Third Street, within walking distance of Sundance Square, spans three floors and totals 250,000 square feet, setting the stage for Dart Interests' vision for a growing, vibrant downtown Fort Worth. 
• Representing Dart Interests, one of the country’s leading real estate investment and development firms since 2016 among these matters, on large-scale commercial real estate developments since 2016. Among these matters, represents Dart in all aspects of a large-scale, mixed-use development (villas, golf course, hotel, and conference facilities) in Orlando, Florida. The multi-year representation is ongoing and has involved counsel in connection with the negotiation of development-related contracts with project managers, architects, and contractors. Over the last couple of years, this representation has involved detailed and sophisticated real estate work involving unique agreements and structuring to develop a horizontal hotel, a several-acre water feature, and related agreements involving golf and other amenities.
• Represented Freehold Capital, a fully integrated real estate investment and development firm, in connection with the formation of a new build-to-rent business line with operations commencing in Florida and Tennessee. This representation included the implementation of a uniquely structured development contract with a national home builder and the formation of a joint venture between Freehold, Walton Street Capital, and Pacific Coast Capital Partners. The developments will include the construction and rental of hundreds of residential units in Florida and Tennessee.
• Represented TPG Capital (f/k/a Texas Pacific Group) since its formation on a variety of matters, including without limitation, a series of real estate transactions with affiliates, including acquisition, financing and disposition of a portfolio of over 75 properties located across the United States, and securing a portfolio consisting of 39 industrial buildings with 130 tenants and several properties in Georgia and North Carolina. Led a team that performed all due diligence, contracting, and financing on an accelerated timeline of 55 days from letter of interest to closing.
• Represented Third Palm Capital, LLC, one of the country's leading real estate investment and development firms, in the formation of a new joint venture with Lowe Enterprises, Inc. for the expansion, management and financing of the internationally-renowned Wild Dunes Resort of Isle of Palms, South Carolina. Winston attorneys spearheaded all facets of the due diligence review and the preparation and negotiation of the joint venture documents, including a purchase agreement, joint venture agreement, hotel management agreement and a development management agreement. Winston analyzed and addressed numerous complex corporate, real estate and financing matters during the course of the transaction. The resort, situated on over 1,500 acres of prime oceanfront property, features hotel, condo and home rental accommodations, as well as two golf courses, multiple signature dining offerings and a variety of outdoor activities.
• Represented various private equity funds with respect to their formation, including fund structuring, negotiation with investors, addressing regulatory issues and document drafting, including:
• Formation of two private equity funds for Century Bridge Capital, a private equity fund that makes equity investments in build-to-sell, middle-income, residential real estate projects and development enterprises located in China’s Tier II cities.
• Formation of two private equity funds, and certain co-investment vehicles, for Pacific Agricultural Realty, a private equity fund real estate fund with focus on investing in California agricultural lands.
• Represented Wildcat Capital Management, LLC, the family office of TPG Capital founding partner David Bonderman, in the acquisition and financing of two of Ohio’s premier car wash brands, Moo Moo Express Car Wash and Flying Ace Express Car Wash. The Ellis team drove all legal aspects of the transaction, including substantial due diligence review and the preparation and negotiation of acquisition and financing documents. Winston attorneys evaluated and addressed a variety of intricate corporate, tax, finance and real estate issues throughout the course of the transaction.
• Represented Third Palm Capital in connection with an equity investment in a joint venture that is developing a 350-unit multi-family development in Washington, D.C. In addition to assisting Third Palm in structuring the joint venture, Billie has counseled Third Palm Capital with respect to the construction loan and development matters.
• Counsel to TPG Capital (f/k/a Texas Pacific Group) in matters, including serving as Special Counsel, with respect to certain aspects of its US$39B takeover of Harrah’s Entertainment Inc. in 2007, including gaming licenses.
• Represented a partnership that purchased, financed, refinanced, and sold the iconic Plaza Hotel.
• Represented clients in acquiring and developing 140 acres of improved and unimproved land located near downtown Dallas.
• Represented lenders and owners of one of the largest and most acclaimed residential and commercial mixed-use developments in the United States.
• Formation of BP Capital Energy Advisors, a private equity fund sponsored by Boone Pickens focused on making investments in North America that involve substituting low-cost natural gas for crude oil, and the acquisition and development of low-risk reserves in natural gas fields.
• Represented Allen Samuels Auto Group in the sale to AutoNation of 12 dealerships owned by the automotive retailer in various Texas markets. The dealerships, including 31 franchises, represent approximately $800 million in annual revenue. The franchises to be acquired include Chrysler, Dodge, Jeep, Ram, Chevrolet, Hyundai, Mercedes-Benz and Sprinter.
• Represented FundCorp Inc., a private equity firm focused primarily in the restaurant and hospitality industries, in its acquisition and disposition of various portfolio companies, including:
• The acquisition and subsequent sale of one of the largest Dairy Queen franchisees in the United States.
• The acquisition of the Gigi’s Cupcakes franchisor, one of the largest cupcake franchises in the United States with over 100 locations.
• The acquisition of the Gatti’s Pizza franchisor, a limited service pizza company that operates approximately 100 restaurants in 12 states.
• Represented a partnership that purchased the largest insolvent thrift in the United States. This representation involved leading the legal team that structured, negotiated, and closed the transaction. Upon closing, represented the owners in all legal matters, including serving on the Legal Review Committee (LRC) of the new “Good Bank.” The LRC was responsible for restructuring the legal department of the institution and overseeing the hiring and monitoring of all law firms that represented “Good Bank.”
• Represented a US$29B “Bad Bank” created for the private workout of U.S. government assets.
• Represented a partnership that acquired US$1.1B of assets. This was the first large bulk purchase of distressed mortgages from the RTC in partnership with GECC.
• Represented a partnership that acquired US$2.7B of initial assets. This involved a first impression public/partnership between U.S. government agencies and private investors/managers.
• Represented a partnership that purchased Continental Airlines. Led the team that identified and handicapped the environmental liabilities associated with the purchase.
• Represented the owners and developers of numerous design and construction projects, including a resort and hotel complex in Waikoloa, Hawaii; an office complex in Nashville, Tennessee; and the Biosphere II research project located outside Oracle, Arizona.
• Represented a publicly traded oil and gas company, including the supervision of a “bet-the-company” litigation case and various other litigation matters in the Chancery Court in Delaware.
• Represented Berg Lacquer Company dba Ellis Paint, a 126-year-old family-owned industrial and automotive refinish paint manufacturing business, in a sale of the company to a multi-billion dollar publicly traded global supplier of liquid and powder coating.
• Represented a major residential developer in several highly acclaimed residential projects throughout Texas.
• Represented several start-up companies from inception to maturity.
• Represented all aspects of a reverse triangular merger, as well as a tax-favorable rollover of management equity.
• Represented a large, high-profile strategic joint venture in its development of several potential wind farms in the United States with capacities to generate over 400 MW and representation of a strategic power group in its joint development of a wind farm with a nameplate capacity of 60 MW.
• Represented a mid-size coal company in all aspects of its acquisition, financing, regulatory, and operations of coal mines throughout the United States.
• Represented clients in connection with the design, construction, leasing, and management of several retail, cinema, and residential mixed-use projects in downtown Fort Worth, Texas.
• Represented a corporation in the development of one of the first Corporate Environmental Compliance Policies in the United States.
• Represented numerous sellers, purchasers, and developers of international real estate and private equity projects.