Richard L. Waggoner
Practice Areas
Experience
- Corporate Governance
- Mergers, Acquisitions, & Divestitures
Biography
Richard Waggoner focuses his practice on (i) sell-side M&A transactions, (ii) real estate joint ventures, (iii) acting as outside general counsel for his clients, and (iv) governance matters.
Richard has spent over 30 years representing hundreds of clients on buy-side and sell-side M&A transactions. Over the last decade, he has focused on the sell-side helping many of his long-time clients and new clients achieve successful sales of  their companies. Prior to a client engaging in a sell-side transaction, Richard thoroughly explains the steps to be taken to properly prepare in order to maximize value, reduce negotiating contingencies, and reduce post-closing claims. He advises sell-side clients on the different transaction types (asset sale, equity sale, or merger), the different sale processes (single buyer negotiation, limited auction, or full auction),  whether to  engage an investment banker, and explains the overall steps in the sale process (confidentiality agreement, due diligence, letter of intent, negotiation of definitive transaction documents, closing, and post-closing). Richard is there for his clients at every step of the sell-side M&A process.
Richard has assisted numerous real estate investors and owners in negotiating all aspects of their joint ventures, including as to formation, financing, governance, operations, reporting, and exit. His real estate joint venture work includes distribution centers, hospitality assets, multi-family projects, office buildings, raw land, and retail projects.
Richardâs sharp legal acumen and sophisticated understanding of complex corporate issues developed over decades of experience have allowed him the opportunity to serve as a valued outside general counsel for a variety of companies, including several private equity-controlled portfolio companies. Having been personally involved in assisting clients with almost every kind of business or legal issue, Richard regularly acts as a valued legal advisor and business counselor for clients.
Richard is widely recognized as a corporate governance lawyer who regularly advises boards of directors, board committees, and other governing authorities on complex governance matters.
Richard is known for his high level of client service and responsiveness and has a well-earned reputation for being practical and proactive in crafting and implementing creative solutions to difficult business issues and legal issues.
Education
B.A., with high honors, The University of Texas at Arlington
J.D., cum laude, Texas Tech University School of Law
Bar Admissions
Texas
Sell-Side M&A Transactions
- Lead attorney for Centennial Real Estate, a national retail real estate owner and operator, in connection with a strategic investment in Centennial by Lincoln Property Company (August 2024)
- Lead attorney for Zyston, LLC, a provider of comprehensive end-to-end cybersecurity solutions that enable businesses to improve their security posture and program management maturity, in connection with a strategic growth investment in Zyston by Sverica Capital Management (June 2023)
- Lead M&A attorney for KDC, an award-winning national developer of commercial office buildings, corporate build-to-suit facilities and mixed-use projects, in the (a) sale of a 50% equity interest to Cadillac Fairview, the global real estate arm of the Ontario Teachersâ Pension Plan, and (b) formation with Cadillac Fairview and KDCâs long-time partner, Compatriot Capital, a wholly owned subsidiary of Sammons Enterprises, Inc., of an $800 million U.S. commercial office and mixed-use fund (2021)
- Lead M&A attorney for North Texas-based water company that rents and services water coolers in equity sale to a leading international provider of filtered water solutions (2020)
- Lead M&A attorney for Dallas-based American Group Insurance Service Inc., a top insurance brokerage company in the United States, in the sale of its equity to Integrity Marketing Group, LLC, the nationâs largest independent distributor of life and health insurance products (2020)
- Lead M&A attorney for S.O.T. Abrasives & Equipment, a highly regarded Dallas-based multi-location specialty distributor, in its sale to PE portfolio company (2018)
- Lead M&A attorney for PE portfolio company in auction sale to PE firm (2018)
- Lead M&A attorney for Excentus Corporation, a leading provider of loyalty and coalition marketing solutions, in its sale by merger to PE-owned PDI, a leading global provider of enterprise software solutions to the convenience retail, wholesale petroleum, and logistics industries (2018)
- Lead M&A attorney on PE-backed energy service companyâs sale of certain assets (2016)
- Lead M&A attorney on sale of assets of automotive transport division of The Waggoners Trucking to United Road Services, a Charlesbank Capital Partners portfolio company (2013)
- Lead M&A attorney on sale of tile manufacturing division of international manufacturing and distributing company (2011)
- Lead M&A attorney on $60 million sale of Kansas oil & gas interests by Amadeus Energy Limited to PE-backed buyer (2010)
- Lead M&A attorney on sale of global authentication product and services provider Authentix, Inc. to Carlyle Group and J.H. Whitney (2008)
- Lead M&A attorney on $1.65 billion enterprise value sale of GNC (General Nutrition Centers) to Ares Management and Ontario Teachersâ Pension Plan (2007)
Buy-Side M&A Transactions
- Lead US attorney for European investment company in its acquisition of Danish power company (2019)
- Lead US attorney for global investment company in its acquisition of minority interest in Danish company (2019)
- Represented PE portfolio company in add-on acquisition of foreign entity (2018)
- Lead M&A attorney for PE portfolio companyâs purchase of multi-location healthcare business (2018)
- Lead US attorney for US and European PE firm in purchase of equity of European and US software provider (2017)
- Represented PE firm in purchase of distributor of electronic measurement solutions (2017)
- Lead M&A attorney on PE firmâs purchase of multi-location healthcare business (2017)
- Lead attorney on PE-backed insurance services providerâs purchase of equity of California-based specialized environmental services provider (2015)
Real Estate Joint Ventures
- Represented investor/developer in the formation of an $800 million U.S. commercial office and mixed-use fund (2021)
- Represented investor in formation of real estate joint venture to purchase approximately 300,000 SF multi-tenant industrial/warehouse facility in Tarrant County, Texas (2021)
- Represented investor/developer in formation of real estate joint venture to purchase and develop eleven acres in Collin County, Texas (2021)
- Represented investor in formation of real estate joint venture to purchase and renovate resort hotel (2020)
- Represented investor/developer in formation of real estate joint venture to purchase and develop retail property in Grand Prairie, Texas (2020)
- Represented investor in formation of real estate joint venture to purchase 46,000 SF multi-tenant neighborhood retail center in Garland, Texas (2020)
- Represented investor/developer in formation of real estate joint venture to develop multi-building warehouse facilities in Denver, Colorado (2019)
- Represented investor in formation of real estate joint venture to purchase 144,000 SF single tenant industrial building in Ellis County, Texas (2019)
- Represented investor/developer in formation of real estate joint venture to purchase and develop five retail/restaurant PAD sites in Mesquite, Texas (2019)
- Represented investor in formation of real estate joint venture to purchase and renovate resort hotel (2019)
- Represented investor in formation of real estate joint venture to purchase and lease-back single-tenant 50,000 SF industrial building on eleven acres in Garland, Texas (2019)
Corporate Governance
- Represented independent directors of a public company for the proposed sale of the company
- Represented public company in board self-evaluation process
- The Best Lawyers in America (Woodward/White Inc.), Corporate Law, 2016-2025
- Texas Super Lawyer â Mergers & Acquisitions, Super Lawyers by Thomson Reuters, 2013-2016, 2021-2024
- “Best Lawyers in Dallas,” D Magazine, 2019-2020
- AV Preeminent, Martindale-Hubbell
September 17, 2024
Attorney News
Jackson Walker Congratulates Its âTexas Super Lawyersâ of 2024
Jackson Walker proudly announces the selection of 71 attorneys to Thomson Reutersâ 2024 âTexas Super Lawyersâ list.
Each year, less than 5% of attorneys in Texas are named to the list. Selection is based off of peer nominations that are then reviewed by a research team. Each nominee is evaluated on his or her professional accomplishments, peer recognition, and community involvement.
August 23, 2024
Newsletters
JW Belonging & Inclusion Newsletter â August 2024
View Jackson Walker’s August 2024 Belonging & Inclusion Newsletter, Perspectives.
August 15, 2024
Attorney News
‘The Best Lawyers in America’ Features 306 Jackson Walker Attorneys in 2025 Edition, Including 9 “Lawyers of the Year” and 75 “Ones to Watch”
The Best Lawyers in America has recognized 306 Jackson Walker attorneys across 81 specialty practice areas in its 2025 edition, including 9 Lawyers of the Year and 75 Ones to Watch. In this yearâs guide, Jackson Walker saw the largest number of attorneys in the areas of Commercial Litigation (75 attorneys) and Real Estate Law (55 attorneys) and the addition of 27 attorneys as Best Lawyers.
September 19, 2023
Attorney News
Jackson Walker Congratulates Its “Texas Super Lawyers” of 2023
Each year, less than 5% of attorneys in Texas are named to the list. Selection is based off of peer nominations that are then reviewed by a research team. Each nominee is evaluated on his or her professional accomplishments, peer recognition, and community involvement.
August 17, 2023
Attorney News
‘The Best Lawyers in America’ Honors 287 Jackson Walker Attorneys in 2024 Edition, Including 12 “Lawyers of the Year” and 80 “Ones to Watch”
The Best Lawyers in America has recognized 287 Jackson Walker attorneys across 5 offices and 82 specialty practice areas in its 2024 edition, including 12 Lawyers of the Year and 80 Ones to Watch. In this yearâs guide, Jackson Walker saw the largest number of attorneys in the areas of Commercial Litigation (66 attorneys) and Real Estate Law (60 attorneys) and the addition of 35 attorneys as Best Lawyers.
September 21, 2022
Attorney News
Jackson Walker Congratulates Its 64 “Texas Super Lawyers” of 2022
Each year, less than 5% of attorneys in Texas are named to the list. Selection is based off of peer nominations that are then reviewed by a research team. Each nominee is evaluated on his or her professional accomplishments, peer recognition, and community involvement.
August 18, 2022
Attorney News
‘The Best Lawyers in America’ Honors 214 Jackson Walker Attorneys in 2023 Edition, Including 11 “Lawyers of the Year” and 41 “Ones to Watch”
The Best Lawyers in America has recognized 214 Jackson Walker attorneys across 6 offices and 79 specialty practice areas in its 2023 edition, including 11 Lawyers of the Year and 41 Ones to Watch. Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas.
September 22, 2021
Attorney News
Jackson Walker Congratulates Its 57 “Texas Super Lawyers” of 2021
Each year, less than 5% of attorneys in Texas are named to the list. Selection is based off of peer nominations that are then reviewed by a research team. Each nominee is evaluated on his or her professional accomplishments, peer recognition, and community involvement.
August 19, 2021
Attorney News
‘The Best Lawyers in America’ Honors 178 Jackson Walker Attorneys in 2022 Edition, Including 8 “Lawyers of the Year” and 31 “Ones to Watch”
The Best Lawyers in America has recognized 178 Jackson Walker attorneys across 6 offices and 67 specialty practice areas in its 2022 edition, including 8 Lawyers of the Year and 31 Ones to Watch. Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas.
August 20, 2020
Attorney News
âThe Best Lawyers in Americaâ Honors 164 Jackson Walker Attorneys in 2021 Edition, Including 9 âLawyers of the Yearâ and 25 “Ones to Watch”
Jackson Walker congratulates the 164 attorneys who were selected by their peers as Best Lawyers, including 9 Lawyers of the Year and 25 Ones to Watch, across 6 offices and 66 specialty practice areas.
Practice Experience
Sell-Side M&A Transactions
- Lead attorney for Centennial Real Estate, a national retail real estate owner and operator, in connection with a strategic investment in Centennial by Lincoln Property Company (August 2024)
- Lead attorney for Zyston, LLC, a provider of comprehensive end-to-end cybersecurity solutions that enable businesses to improve their security posture and program management maturity, in connection with a strategic growth investment in Zyston by Sverica Capital Management (June 2023)
- Lead M&A attorney for KDC, an award-winning national developer of commercial office buildings, corporate build-to-suit facilities and mixed-use projects, in the (a) sale of a 50% equity interest to Cadillac Fairview, the global real estate arm of the Ontario Teachersâ Pension Plan, and (b) formation with Cadillac Fairview and KDCâs long-time partner, Compatriot Capital, a wholly owned subsidiary of Sammons Enterprises, Inc., of an $800 million U.S. commercial office and mixed-use fund (2021)
- Lead M&A attorney for North Texas-based water company that rents and services water coolers in equity sale to a leading international provider of filtered water solutions (2020)
- Lead M&A attorney for Dallas-based American Group Insurance Service Inc., a top insurance brokerage company in the United States, in the sale of its equity to Integrity Marketing Group, LLC, the nationâs largest independent distributor of life and health insurance products (2020)
- Lead M&A attorney for S.O.T. Abrasives & Equipment, a highly regarded Dallas-based multi-location specialty distributor, in its sale to PE portfolio company (2018)
- Lead M&A attorney for PE portfolio company in auction sale to PE firm (2018)
- Lead M&A attorney for Excentus Corporation, a leading provider of loyalty and coalition marketing solutions, in its sale by merger to PE-owned PDI, a leading global provider of enterprise software solutions to the convenience retail, wholesale petroleum, and logistics industries (2018)
- Lead M&A attorney on PE-backed energy service companyâs sale of certain assets (2016)
- Lead M&A attorney on sale of assets of automotive transport division of The Waggoners Trucking to United Road Services, a Charlesbank Capital Partners portfolio company (2013)
- Lead M&A attorney on sale of tile manufacturing division of international manufacturing and distributing company (2011)
- Lead M&A attorney on $60 million sale of Kansas oil & gas interests by Amadeus Energy Limited to PE-backed buyer (2010)
- Lead M&A attorney on sale of global authentication product and services provider Authentix, Inc. to Carlyle Group and J.H. Whitney (2008)
- Lead M&A attorney on $1.65 billion enterprise value sale of GNC (General Nutrition Centers) to Ares Management and Ontario Teachersâ Pension Plan (2007)
Buy-Side M&A Transactions
- Lead US attorney for European investment company in its acquisition of Danish power company (2019)
- Lead US attorney for global investment company in its acquisition of minority interest in Danish company (2019)
- Represented PE portfolio company in add-on acquisition of foreign entity (2018)
- Lead M&A attorney for PE portfolio companyâs purchase of multi-location healthcare business (2018)
- Lead US attorney for US and European PE firm in purchase of equity of European and US software provider (2017)
- Represented PE firm in purchase of distributor of electronic measurement solutions (2017)
- Lead M&A attorney on PE firmâs purchase of multi-location healthcare business (2017)
- Lead attorney on PE-backed insurance services providerâs purchase of equity of California-based specialized environmental services provider (2015)
Real Estate Joint Ventures
- Represented investor/developer in the formation of an $800 million U.S. commercial office and mixed-use fund (2021)
- Represented investor in formation of real estate joint venture to purchase approximately 300,000 SF multi-tenant industrial/warehouse facility in Tarrant County, Texas (2021)
- Represented investor/developer in formation of real estate joint venture to purchase and develop eleven acres in Collin County, Texas (2021)
- Represented investor in formation of real estate joint venture to purchase and renovate resort hotel (2020)
- Represented investor/developer in formation of real estate joint venture to purchase and develop retail property in Grand Prairie, Texas (2020)
- Represented investor in formation of real estate joint venture to purchase 46,000 SF multi-tenant neighborhood retail center in Garland, Texas (2020)
- Represented investor/developer in formation of real estate joint venture to develop multi-building warehouse facilities in Denver, Colorado (2019)
- Represented investor in formation of real estate joint venture to purchase 144,000 SF single tenant industrial building in Ellis County, Texas (2019)
- Represented investor/developer in formation of real estate joint venture to purchase and develop five retail/restaurant PAD sites in Mesquite, Texas (2019)
- Represented investor in formation of real estate joint venture to purchase and renovate resort hotel (2019)
- Represented investor in formation of real estate joint venture to purchase and lease-back single-tenant 50,000 SF industrial building on eleven acres in Garland, Texas (2019)
Corporate Governance
- Represented independent directors of a public company for the proposed sale of the company
- Represented public company in board self-evaluation process
Recognition & Accolades
- The Best Lawyers in America (Woodward/White Inc.), Corporate Law, 2016-2025
- Texas Super Lawyer â Mergers & Acquisitions, Super Lawyers by Thomson Reuters, 2013-2016, 2021-2024
- “Best Lawyers in Dallas,” D Magazine, 2019-2020
- AV Preeminent, Martindale-Hubbell