Sara-Ashley Moreno was happy practicing corporate securities as a young partner at Kirkland & Ellis in Houston at the end of 2020. Despite being a new mom at the time, she felt “incredibly fulfilled” by her work.
“I had no desire to go in-house and truly believed my career path would never result in being a general counsel,” she said.
Then she met close friend Adrian Patterson, who is now a partner at Greenberg Traurig, for coffee. Patterson encouraged Moreno to meet Cardinal System Holdings founder Troy Taylor, who was looking to create an in-house legal position for their family office. She was reluctant but finally agreed.
“I walked out of the meeting [with Taylor] and will never forget thinking — whatever he is doing, I want to be a part of it,” Moreno told The Texas Lawbook in an interview. “Family has always been the most important thing to me, and working for a family whose one fundamental goal is to build businesses to span generations was a purpose I knew I would be able to support. I also foresaw the possibility of expanding my job beyond just providing legal advice, which was incredibly exciting.”
In the three and a half years since joining Cardinal Systems, Moreno has led several significant and highly complex financial transactions, including three projects in 2023:
- Closed on the financing and development of 150 acres in Tampa for an 800,000-square-foot automated distribution and sales center through a $185 million hybrid/synthetic lease structure with a ground lease for Cardinal’s affiliated subsidiaries Coca-Cola Beverages Florida LLC and Colonnade Crosstown;
- Closed on a credit facility comprised of a $40 million term loan to refinance existing debt, a $60 million delayed draw term loan for Tellus Equipment Solutions to finance the acquisition of various John Deere equipment dealerships and a $15 million revolving loan to finance such acquisitions and general working capital needs; and
- Managed the financing for Cardinal Heavy Equipment Holdings that successfully closed a credit facility with a New York Stock Exchange-listed regional bank, as administrative agent, which comprised a $20 million revolving loan to make specified contributions with the ability to request letters of credit for general corporate purposes.
“These credit facilities were incredibly important to not only Tellus, but Cardinal,” Moreno said. “The Tellus credit facility was not a simple working capital credit facility. We needed to build in flexibility for future transformative acquisitions and have a way to permit large transactions that could significantly change the size of our business. Planning for significant growth is inherently skeptical, so it required multiple conversations between the banks and the management teams of both Tellus and Cardinal. But it was crucial we build in the flexibility we needed so we could move quickly as future opportunities were presented to the business.”
Citing her extraordinary work in 2023, the Association of Corporate Counsel’s Houston Chapter and The Texas Lawbook named Moreno a finalist for the 2024 Houston Corporate Counsel Award for General Counsel of the Year for a Solo Legal Department.
The 2024 Houston Corporate Counsel Award finalists will be honored and the winners announced at a ceremony on May 15.
“Sara-Ashley’s reputation is built on her ability to lead complex transactions with finesse,” said Hunton Andrews Kurth partner Mark Arnold, who nominated Moreno for the award. “Sara-Ashley is versatile and able to balance and understand many areas of the law and business at the same time. She is great at managing a large diverse team of outside lawyers in order to achieve positive results on complex transactions.”
Kimberly Cheeseman, who is co-head of litigation at Norton Rose Fulbright, said Moreno gives her “undivided attention to whatever task is in front of her, even when she’s being pulled in a million different directions and bombarded by emails and phone calls.
“Sara-Ashley is a masterclass in following through,” Cheeseman said. “Regardless of the setting, if Sara-Ashley says she will do something, she will do it and she will do it timely. I’ve now had the privilege of being her outside counsel on several litigation matters, and at times I’ve wondered if she’s superhuman, because there is never a need to send her a reminder email or courtesy ping because Sara-Ashley has already done it and she’s done it ahead of schedule.”
On a personal level, Moreno has “a next-level sweet tooth,” Cheeseman said.
“She’s never met a candy she doesn’t like,” she said. “If it didn’t go against medical advice, candy would be her breakfast, lunch and dinner.”
Cheeseman and other lawyers who work closely with Moreno point out that she is deeply invested in the success of her client.
“She just doesn’t show up to work and do in-house legal work for the company, she really takes ownership of every aspect of her job,” said Hunton AK partner Jared Grodin. “Additionally, she is constantly retooling her trade to learn other aspects of the various legal issues she and her company deal with on a day-to-day basis.”
Premium Subscriber Q&A: Cardinal Systems GC Sara-Ashley Moreno discusses her biggest challenges, what she seeks in outside counsel, what they need to know about her and her career.
Moreno was born in New Orleans but grew up in El Paso. Her mother was the “personal chef, chauffeur, activities coordinator and CEO” to her and her three younger siblings. Her dad is an orthopedic surgeon who still practices and, 10-plus years, has also been traveling around the world to teach surgeons how to perform robotic surgeries.
In 2009, Moreno earned her bachelor’s degree in business administration from the University of Notre Dame.
“I can’t remember a time when I didn’t have the thought of becoming a lawyer in the back of my mind,” she said. “I always knew I wanted something more after college, and the thought of going to work and then applying for an MBA program wasn’t going to be in the cards for me. I’m too impatient. I knew I enjoyed my business degree and thought I would be able to leverage a JD to still work in the business world.”
After receiving her law degree from the University of Texas in 2012, Moreno practiced corporate law at Andrews Kurth, Latham & Watkins and Kirkland.
In late 2020, the opportunity with Cardinal Systems popped up.
“I was a new mother at the time, working incredibly long hours — Adrian never failed to comment on my tired appearance during our coffee breaks or elevator run ins — and the thought of having a little more control over my schedule and being part of another family through the family office was exciting,” she said.
While Moreno supports the family office in traditional general counsel aspects — M&A activity, litigation and providing legal advice — she also participates in important decision-making discussions.
“The shareholders here are the family,” she said. Participating with them in conversations related to estate planning, foundation work, governance, succession planning and providing advice along the way is what I am most honored to do. Working with the founder and the family to shape this family office in terms of processes, strategy and long-term sustainability takes me out of my true ‘legal’ capacity and lets me stretch my skills in meaningful ways.”
Moreno said the pure “scope of work” has been most challenging. She went from practicing capital markets and public company representation to now being a true generalist.
“I support Tellus Equipment Solutions, LLC, one of our operators, as their general counsel, in addition to my role at Cardinal,” she said. “Tellus has over 25 John Deere ag and turf dealers throughout Texas, and the majority of the legal issues we encounter there are completely new to me. Learning the intricacies related to employment law, environmental concerns, business litigation, antitrust — I could go on — have been challenging but exciting.”
Moreno has handled multiple add-on acquisitions at Tellus, which have allowed her to “see in real time that business transform.”
“While some of these acquisitions aren’t particularly large in monetary value, they have been some of the most difficult,” she said. “Frequently we work with sellers that have owned their respective business for generations, so the emotional attachment to them is high. It leads to difficult negotiations over issues that otherwise should not be controversial, and navigating these discussions to ensure Tellus still ‘wins’ is especially meaningful.”
Some of the projects, such as the $185 million hybrid/synthetic lease structure in Florida, are highly complex. That can be particularly true, she said, because Cardinal’s holdings span across operators, real estate and venture investments.
“The project in Florida is a prime example of how we take a holistic approach to Cardinal’s holdings. This particular project involved us taking a portion of one of the parcels of land we own and financing it to ultimately have one of our operators, Coca-Cola Beverages Florida, lease it and build a fully automated distribution and sales facility that would span over 800,000 square feet,” she said. “The Cardinal subsidiary that owns this real estate ground leased the land to our financing partner, who then subleased the property to Coke Florida to finance the full project and related infrastructure. Since this portion of the real estate is part of a much larger parcel, and thinking about our future development plans, we also needed to create a master covenant regime to govern the future development of the remainder of the property.
“While Coke Florida is ultimately a wholly owned subsidiary of Cardinal, we collaborated with the Coke Florida leadership to ensure we were striking the best terms for both parties,” she said. “We needed to consider the day-to-day operations of Coke Florida, their use of the facility, their future developmental plans, etc. Multiple stakeholders across Cardinal and Coke Florida had to weigh in on the structure, financing terms and master covenant regime to ensure we were not only strategically deploying capital but permitting flexibility for future projects and development.”
Moreno said having practical knowledge of the various Cardinal businesses is incredibly helpful.
“I also help to lead negotiations with the syndicate to not only make sure that our facilities work for the day-to-day operations of the business, but provide for the flexibility of our future growth prospects,” she said. “We, at Cardinal, like our operators to focus on what they do best — operating the business and driving value. So, in these types of transactions, I try and narrow down business decisions in a way that lets our management team quickly advise so they can get back to their day job.”