In the News

Haynes and Boone Attorneys Widely Recognized by Texas Super Lawyers

DALLAS – Ninety-three Haynes and Boone, LLP attorneys were recognized in 2011 by Texas Super Lawyers. >>

Haynes and Boone Women Attorneys Top D Magazine Best Women Lawyers Ranking

Ten women partners from Haynes and Boone, LLP have been ranked among the 126 attorneys recognized in D Magazine’s Best Women Lawyers in Dallas for 2010. The number of honorees was the most of any law firm.

The attorneys are Deborah Coldwell and Joyce Mazero, selected in franchise and development, Nina Cortell and Sharon Freytag, selected in appellate, Greta Cowart, selected in ERISA, Wei Wei Jeang, selected in intellectual property, Vicki Martin-Odette, selected in tax, Karen Nelson, selected in bank lending, Ann Saegart, selected in commercial real estate and Jan Sharry, selected in corporate finance/mergers.

In Haynes and Boone's 40-year history, the firm has made a commitment to the advancement of women in the workplace. It is ingrained in the firm’s philosophy and bolsters its unique culture of teamwork and outstanding client service. >>



Karen S. Nelson

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5648
F +1 214.200.0673

Areas of Practice

Education

  • J.D., South Texas College of Law, 1977, magna cum laude; Assistant Editor-In-Chief, South Texas Law Journal; Order of the Lytae; Phi Kappa Phi
  • B.S., Louisiana State University, 1972, magna cum laude

Bar Admissions

  • Texas

Judicial Clerkships

The Honorable Sam D. Johnson, Justice, Texas Supreme Court (1977-78)

Karen Nelson has more than 30 years experience in representing lenders and borrowers in secured and unsecured commercial lending transactions, including syndicated financings, merger and acquisition financings, and cross-border and multi-currency financings. She also has substantial workout and debt restructuring experience. Her industry specific lending expertise includes media and telecommunications, energy, manufacturing, insurance, and financial institutions. She has served as Chair of the Finance Section, as a member of the firm's Strategic Advisory Committee, and as the Chair of the firm's Service Excellence Committee.

Karen's experience has included representation of:

  • Lead agents, arrangers, and borrowers in over $37 billion of working capital, acquisition, and commercial paper back-up facilities for media and telecommunications companies, including domestic and international long distance providers, ILECs, CLECs, wireless telephone providers, cable companies, paging companies, radio and television broadcast companies, tower companies, internet providers, rural telephone providers, and newspaper publishing companies.
  • Lead agents and arrangers in syndicated working capital and acquisition financings aggregating more than $4 billion to companies engaged in the insurance, finance, or financial services industries.
  • Lead agents, arrangers, and borrowers in more than $17 billion of leveraged financings, involving acquisitions, mergers, spinoffs, and recapitalizations with companies involved in the industrial, manufacturing, media, telecommunications, insurance, and financial services industries.
  • The lead agent and arranger in a $12 billion multi-facility financing to a major international telecommunication company.
  • The lead agent and lead arranger in a $1.5 billion multi-currency facility for a major data systems company and its subsidiary co-borrowers.
  • The lead agent and arranger in credit facilities aggregating $1.2 billion to a major natural resources company.
  • The lead agent and arranger in over $500 million of secured facilities to a major resort company and developer.

Additionally, Karen's experience in the workout and restructure area has included representation of:

  • The administrative agent and lead arranger in a $4.25 billion multi-facility financing with a publicly-held international long distance and internet provider with respect to the administration and settlement of such credit facilities during bankruptcy.
  • The administrative agent in a workout and restructure of a $900 million secured, syndicated facility to a publicly-held company involved in the packaging business.
  • The administrative agent and lead arranger in the workout of an unsecured $632.5 million credit agreement with a major finance company.
  • The administrative agent in a lending syndicate composed of foreign and domestic lenders in connection with the restructure of a $240 million collateralized, credit facility with a national rendering company, involving extensive negotiations with equity holders and holders of subordinated debt, effecting certain portions of the debt settlement through a non-opt-out class action settlement mechanism, and resulting in 100% recovery for senior lenders.
  • A co-agent in the refinancing and restructure of $232 million of indebtedness owed by a group of cable companies.
  • A savings and loan association in connection with the settlement of $70 million of collateralized indebtedness owed by certain real estate developers in connection with multiple development projects in the Dallas, San Antonio, and Austin, Texas area, which debt settlement involved deed in lieu transactions, coupled with on going operating agreements and management arrangements with certain of the developers.
  • The administrative agent in connection with the structuring and negotiation of a collateralized debtor-in-possession financing to a major homebuilder.
  • The sole lender in the workout of a $57.5 million loan to a real estate investment partnership, resulting in a settlement and negotiated foreclosure upon the partnership interests.
  • The administrative agent in connection with the 100% collection of debt owed by a real estate development joint venture, including making demand under collateral maintenance guaranties.
  • The administrative agent in a workout and loan recovery with respect to over $100 million of debt owed by an independent oil and gas production company and affiliated entities, involving extensive negotiations with the Trade Creditors Committee.
  • Bond trustees and bond purchasers in a series of bond financings and related workouts and restructures, involving various industrial revenue bond projects including several hotel projects, small business projects, an office building project, a medical facility project, an industrial facility, and a housing project.

Honors

  • Named one of the Best Women Lawyers in Dallas for Bank Lending (D Magazine, 2010)
  • Named as one of the Best Lawyers in Dallas (D Magazine, 2003-2004, 2006-2009, 2011)
  • Named as a Texas Super Lawyer (Texas Monthly Magazine, 2003–2011)
  • Named as one of the Top 50 Female Lawyers in Texas (Texas Monthly Magazine, 2003, 2004)

Publications

  • Author, "Negotiating with Lenders," The Lawyer's Brief.

Selected Representative Experience


$7.5 Billion Syndicated Credit Facility - Integrated International Energy Company
Represented the joint lead arrangers and the administrative agent in connection with a $7.5 billion multicurrency revolving credit facility for an integrated international energy company.

$632.5 Million Credit Facility - Regulated Investment Company
Represented the administrative agent and lead arranger in an unsecured $632.5 million unsecured credit facility with a major finance company to provide working capital.

$450 Million Acquisition Facility - Insurance Holding Company
Represented the administrative agent and lead arranger in an unsecured $450 million credit facility to an insurance holding company in conjunction with its acquisition of another insurance company and its wholly-owned subsidiaries.

$100 Million Unsecured Loan Agreement - Global Direct Marketing Company
Represented the administrative agent and lead arranger in an unsecured $100 million loan agreement with term and revolving facilities with a global direct marketing company for general corporate purposes, including share repurchases.

$420 Million Facility - Financial Services Provider
Represented the administrative agent and lead arranger in an unsecured $420 million credit facility with a major provider of electronic payment services, in conjunction with a related spinoff.

$930 Million Workout and Bankruptcy - Homebuilder
Represented the administrative agent in connection with the restructuring of revolving bank debt of a homebuilder, including the collateralization thereof and coordination with other creditor constituencies, and in the subsequent bankruptcy.

$90 Million Term Loan - Bermuda Insurance Holding Company
Representation of the administrative agent and lead arranger in a $90 million term loan to a Bermuda insurance holding company.

Secured Real Estate Development Facility - Homebuilding
Represented the administrative agent and lead arranger in a $125 million secured real estate development facility to a real estate development joint venture and related workout.

$200 Million Unsecured Term Loan Agreement - Global Direct Marketing Company
Represented the administrative agent and lead arranger in an unsecured $200 million term loan agreement with global direct marketing company for general corporate purposes including share repurchases.

$500 Million Secured Facility - Financial Services Company
Represented the administrative agent and co-lead arranger in the documentation and administration of a secured $500 million credit facility with a financial services company involved in commercial real estate lending and regulated small business loans.

$922.5 Million Credit Agreement - Major Finance Company
Represented the administrative agent and lead arranger in a $922.5 million credit facility with a major finance company and regulated investment company.

$1 Billion Secured Mortgage Warehouse Credit Facility
Represented the administrative agent in negotiating, documenting, and closing a more than $1 billion secured mortgage warehouse credit facility.

$500 Million Credit Agreement - Insurance
Represented the administrative agent and lead arranger in a $500 million credit agreement with an exempt Bermuda insurance holding company.

Credit Agreement - Resort Industry
Represented the administrative agent and lead arranger in a $400 million secured credit agreement with a leading resort owner, hotel manager, and real estate developer, including the documentation and administration of a secured credit facility and amendments thereto.

Secured Credit Facility - Regulated Financial Service Provider
Represented the administrative agent and joint lead arranger in a secured $400 million credit facility (with swing line and letter of credit subfacilities) with a regulated financial service provider to finance working capital and to support lending programs.

$150 Million Letter of Credit Facility - Telecommunications
Represented the administrative agent in a $150 million letter of credit facility on a cash-collateralized basis to a long distance provider emerging from bankruptcy.

$1.5 Billion Multi-Currency Advance and Revolving Credit Facility – Global Information Technology/Outsourcing Company
Represented the administrative agent in a $1.5 billion multi-currency competitive advance and revolving credit facility agreement with a global information technology and outsourcing company.

$300 Million Secured Credit Facility and Related Workout - Telecommunications
Representation of lender in a series of financings (aggregating $300 million) to a partnership that owned a controlling interest in a publicly traded cellular company, including loans secured by stock in the publicly traded company and the related workout of such loans resulting in 100 percent collection.

$357 Million Secured Credit Facility - Telecommunications
Representation of administrative agent and lead arranger in a $357 million secured credit facility to an integrated communications company, providing local, long distance, high speed data, and internet services to business and government customers.

$1.5 Billion Syndicated Unsecured Five-Year Revolving Facility - Telecommunications
$1.5 billion syndicated unsecured five-year revolving facility to a diversified telecommunications company.

$4.25 Billion Multi-Facility Financing - Long Distance and Internet Provider
Representation of administrative agent and lead arranger in a $4.25 billion multi-facility with a publicly held international long distance and internet provider and with respect to the administration of such credit facilities during bankruptcy.

$1.4 Billion Facility to Long Distance Reseller
Represented the administrative agent in connection with $1.4 billion of revolving and term loans made in the U.S. and Canada to finance the acquisition of a long distance reseller company, resulting in a 100% collection.

$900 Million Debt Restructure of Secured Syndicated Facility - Manufacturing
Representation of administrative agent in a debt restructure of a $900 million secured, syndicated facility to a publicly-held company involved in the packaging business.

$800 Million Syndicated, Multi-Tranche Secured Facility - Telecommunication IPO-Related Financing
Represented the administrative agent and lead arranger in an $800 million secured syndicated, multi-tranche facility with a cellular telephone company, which included financing in conjunction with the initial public offering of the parent company.

$600 Million Syndicated Acquisition Financing - Media
Represented the administrative agent in a $600 million syndicated acquisition financing to a media corporation to acquire certain radio, television, and cable broadcasting facilities.

$1.3 Billion Acquisition Facility
Represented the administrative agent and arranger in a $1.3 billion secured acquisition facility to a publicly-held manufacturing company involved in the packaging and ceramics business.

Secured, Multi-Tranche Facility - Regulated Financial Services Provider
Represented the administrative agent and joint lead arranger in a secured $400 million credit facility (including swing line and letter of credit subfacilities) with a regulated financial service provider to finance working capital and to support lending programs.

$12 Billion Syndicated Multi-Facility Acquisition Financing - Long Distance and Internet Provider
Represented administrative agent and lead arranger in a $12 billion syndicated, multiple facility financing with a publicly-held international long distance and internet provider, to finance the acquisition of another major long distance provider.

$1.75 Billion Multi-Tranche Secured Acquisition Facility - Telecommunications
Represented the administrative agent and lead arranger in a $1.75 billion, multi-tranche secured acquisition facility, financing the acquisition of a regional cellular company by a joint venture to two cellular companies.

$53 Million Collateralized Financing of Acquisition of Travel Business
Representation of a national technology company, in its capacity as a lender, in connection with a $53 million collateralized financing of the acquisition of a travel industry business.

$270 Million Syndicated Multiple Tranche Secured Facility - Spinoff Transaction
Representation of administrative agent in a syndicated $270 million secured credit facility which facilitated the spin-off of a publicly-held company that manufactured advanced technical ceramics.

$427 Million Credit Facility - Telecommunications
Representation of administrative agent of a multi-bank syndicate in the negotiation, preparation, closing, and administration of a $427 million credit facility to a major reseller of long distance services.

Loan Workout - Fuel Storage and Marketing Company
Representation of a commercial finance lender with respect to loan recovery, collateral realization, debtor-in-possession financing, and related environmental and bankruptcy liquidation proceedings in connection with a $25 million credit facility to a group of companies involved in various industries, including the operation of a system of regional truck stops, the operation of credit services to the trucking industry, the operation of a series of convenience stores, and the operation of fuel storage and marketing operations.

$70 Million Workout and Debt Settlement - Collateralized Indebtedness of Real Estate Developers
Representation of a savings and loan association in connection with the negotiation and drafting of the settlement of $70 million of collateralized indebtedness owed by certain real estate developers in connection with multiple development projects in the Dallas, San Antonio, and Austin, Texas area, which debt settlement involved deed in lieu transactions, coupled with on going operating agreements and management arrangements with certain of the developers.

$80 Million Acquisition Financing - Media
Representation of a minority-owned communications company in connection with an $80 million acquisition financing from a group of insurance companies to fund the acquisition of several telephone broadcasting facilities.

$12 Million Debt Restructure and Workout - Financial Services
Representation of lender in an approximately $12,000,000 debt restructure and workout with a bank holding company.

$240 Million Credit Facility - Rendering Industry
Representation of the agent in a syndicate composed of foreign and domestic lenders in connection with a $240 million credit facility to a national rendering company, involving extensive collateralization on realty, personalty, and vehicular collateral and protracted workout negotiations and restructuring resulting in 100 percent collection of the debt.

$189 Million of Collateralized Financings in connection with Reorganization of Cable Company
Representation of a privately-owned holding company operating a network of cable companies in connection with its corporate reorganization and various collateralized financings aggregating $189 million in amount.

$195 Million Secured, Syndicated Revolving Credit Facility - Telecommunications
Represented administrative agent and lead arranger in a syndicated $195 million revolving credit facility, 364-day facility, and discretionary acquisition facility to a cellular telephone company for working capital and acquisition financings.

$430 Million Syndicated, Multi-Tranche Secured Acquisition Facility - Cellular Telephone Company
Representation of administrative agent and lead arranger in a syndicated $430 million, multi-tranche secured acquisition and working capital facility to a cellular telephone company in connection with the acquisition of such company by a major regional cellular telephone company.

Collection of $35 Million Multi-Facility, Multi-Currency Facility
Represented the administrative agent in connection with 100% recovery of loans to a technology company.

$400 Million Secured Facility - Resort Owner’s Operator and Developer
Represented the administrative agent and lead arranger in a $400 million secured credit facility with a leading resort owner, hotel manager, and real estate developer.

Revolving and Term Loan Credit Facilities - National Homebuilder
Represented administrative agent and lead arranger in connection with a national homebuilder’s senior revolving and term loan credit facilities recapitalization transactions.

$100 Million Facility - Mining Company
Representation of administrative agent in a $100 million revolving credit agreement to a limited partnership engaged in the mining industry.

$900 Million Revolving Facility - Major Natural Resources Company
Representation of administrative agent in a syndicated $900 million competitive advances/revolving credit facility to a major national resource company.

Acquisition Financing - Cable Industry
Representation of several privately-owned cable companies in connection with their respective acquisition financings.

Memberships

  • American Bar Association
  • State Bar of Texas
  • Dallas Bar Association

Online Publications

01/18/2006 - Location for National Bank for Diversity Jurisdiction
On January 17, 2006, a unanimous United States Supreme Court held in Wachovia Bank, N.A. v. Schmidt that, for purposes of accessing federal courts under the current diversity jurisdiction statute, 28 U.S.C.§1348, a national bank is a citizen only of the state in which its main office, as set forth in its articles of association, is located.

12/01/2005 - 2005 Texas Usury Reform: Finance Code Amendments Relating to Commercial Loans
In Texas, a lender who contracts for, charges, or receives interest in excess of the amount allowed by law can be subject to harsh penalties.  In 1997 and 1999, the Texas Legislature passed several significant reforms that provided some relief to lenders under Texas’ usury statutes.