© 2016 The Texas Lawbook.
By Natalie Posgate
(Oct. 18) – Texas capital markets lawyers focused on the energy sector should bow down to a group of attorneys from Andrews Kurth Kenyon, Akin Gump, Latham & Watkins and Vinson & Elkins.
They have brought energy initial public offerings back from the dead.
After a handful of IPO filings by energy companies this year, the IPOs of two companies, Extraction Oil & Gas and Mammoth Energy Services, have made it to the trading floor in the past week – and Extraction’s has already made it to the closing table.
But the first energy IPO of the year – and the first to involve a Texas-based company – to price and close occurred a few weeks before. On Sept. 20, Houston-based Noble Midstream closed its IPO, which raised $363 million.
Noble Midstream turned to Houston corporate partner Mike O’Leary of Andrews Kurth Kenyon to lead the IPO, who received assistance from fellow Andrews Kurth Kenyon partners George Vlahakos, Stephanie Beauvais, Meredith Mouer, Courtney Cochran Butler, Robert McNamara, Angela Richards and Lisa Shelton and associates Brooks Antweil, Chris Adcock, Kayleigh McNelis and Jocelyn Tau. Andrews Kurth’s Washington, D.C. office provided regulatory advice on the matter.
Vinson & Elkins’ Doug McWilliams and Julian Seiguer led the Noble Midstream IPO for the group of underwriters that were involved. The group was led by Barclays Capital, Robert W. Baird & Co. and J.P. Morgan Securities. Other V&E attorneys who worked on the IPO included Houston associates Scott Rubinsky, Bo Shi and Andrew Klein.
McWilliams and Seiguer also were lead issuer’s counsel Denver-based Extraction’s IPO, which closed Monday. Extraction offered 33.33 million shares of common stock at $19 per share, or $633 million. The price closed at an upsized value, as the shares were initially estimated to sell between $15 and $18 a share.
McWilliams and Seiguer received assistance from associates Brett Riesenfeld, Austin March, Bo Shi and Bailey Murdock. Also advising were partners John Lynch, David D’Alessandro and Brian Moss; counsel Larry Pechacek; and associates Laura Gieseke, Regina Ibarra and James Longhofer. All attorneys are based in Houston except D’Alessandro, who is based in V&E’s Dallas office.
A group of Houston lawyers from Latham represented the group of underwriters in the IPO, which was led by Credit Suisse, Barclays and Goldman Sachs. Partner Sean Wheeler led the corporate deal team, which also included associates Trevor Lavelle and Joshua Petersen. Latham attorneys advising on other aspects of the IPO included tax partner Tim Fenn and associates James Cole and Ryan Gurule and environmental partner Joel Mack and associate Alicia Handy. Latham’s Washington, D.C. office advised on benefits matters.
Banks that comprised the remainder of the underwriter group included Citigroup Global Markets, KeyBanc Capital Markets, RBC Capital Markets, SunTrust Robinson Humphrey and Wells Fargo.
Latham also advised the underwriters in Oklahoma City-based Mammoth Energy Services, which priced its IPO on Thursday. Mammoth Energy will offer 7.75 million shares of its common stock at a public offering price of $15 per share ($112.5 million). The underwriters have a 30-day option to purchase up to an additional 1.16 million shares of common stock at the same price.
The offering is expected to close this Wednesday.
Leading Latham’s capital markets team was partner Michael Chambers with associates Chad MacDonald, Ryan Lynch and Seth Rasmussen. Partner Tim Fenn and associate Bryant Lee provided advice on tax matters, while environmental partner Joel Mack and associate Alicia Handy worked on environmental matters. All attorneys are based in Latham’s Houston office.
Mammoth Energy turned to Dallas partner Seth Molay of Akin Gump Strauss Hauer & Feld to lead its IPO. Molay received assistance from Dallas corporate senior counsel Irina Maistrenko and associates Katie Dinett, Lech Wilkiewicz and Meagan Lanier. Houston tax partner Alison Chen was also on the offering.
The underwriters on the IPO were Credit Suisse, Barclays and Piper Jaffray & Co.
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