Three TX Firms Close $392M Upstream IPO, Start on Another

© 2016 The Texas Lawbook.

By Natalie Posgate

(Dec. 19) – Associates and partners across Texas law firms are feeling the holiday cheer as year-end bonuses hit their paychecks or firm-wide profits get distributed.

A group of lawyers from Vinson & Elkins, Latham & Watkins and Andrews Kurth Kenyon might be hearing the holiday bells ringing just a little louder.

V&E and Latham today closed out a $391.7 million initial public offering for WildHorse Resource Development Corp., a Houston-based exploration & production company that initially filed its IPO intentions about a month ago.

Separately, V&E and Andrews Kurth Kenyon filed a new IPO today for Denver-based Jagged Peak Energy, a Southern Delaware Basin-focused company backed by Quantum Energy Partners that acquires and develops leases in West Texas’ Winkler, Ward, Reeves and Pecos counties.

WildHorse turned to Houston V&E partners Doug McWilliams and Mike Telle to act as issuer’s counsel for its IPO, which sold 27.5 million shares of common stock at $15 per share. Other V&E lawyers on the offering for WildHorse included capital markets associates Brett Riesenfeld, Austin March, McCall Grimes and Paul Klein; M&A partner Matt Strock and associates Claire Campbell and Yong Eoh; tax partner John Lynch and associates Lina Dimachkieh and Christine Mainguy; and executive benefits partner David D’Alessandro and Dario Mendoza.

The underwriters turned to Houston corporate partner Sean Wheeler of Latham & Watkins to lead their end of the offering. Barclays, BofA Merrill Lynch, BMO Capital Markets, Citigroup and Wells Fargo acted as book-running managers for the offering.

WildHorse said it plans to use proceeds from the IPO to fund the remaining portion of its $344.8 million Burleson North acquisition.

McWilliams hardly had time to pop the champagne, though; he, along with fellow corporate partner Julian Seiguer, jumped into yet another upstream IPO this afternoon when they filed Jagged Peak’s S-1 to the U.S. Securities & Exchange Commission. V&E has been on virtually every upstream company IPO that has publicly filed this year.

According to Jagged Peak’s filing, the IPO is currently slated to raise up to $100 million for the company.

Jagged Peak lists Citigroup, J.P. Morgan and Credit Suisse as the underwriters, which turned to Houston Andrews Kurth Kenyon partners Mike O’Leary and George Vlahakos to handle their end of the offering.

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