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John is a partner and practices in the corporate and securities area. He has extensive experience representing issuers and underwriters in public offerings and private placements, guiding public companies through securities law compliance issues, structuring and negotiating mergers and acquisitions, and organizing and generally advising corporations, limited liability companies, partnerships, and other ventures. He has also been involved in litigation matters involving mergers and acquisitions, takeovers, and fiduciary duty disputes. John’s clients have included both publicly traded and privately owned companies across a broad range of industries including oil and gas, retailing, aviation, health care, petrochemicals, manufacturing and distribution, gaming, mining, waste disposal, Internet-based commerce, environmental services, and transportation.
REPRESENTATIVE EXPERIENCE
Regular, wide-ranging SEC and other corporate compliance work for public companies such as ExpressJet Holdings (NYSE), Comverge (Nasdaq), WCA Waste Corporation (Nasdaq), Apache Corporation (NYSE), Cheniere Energy (AMEX), Frontier Oil Corporation (NYSE), US Oncology (Nasdaq).
Issuer counsel to Comverge, Inc. for an initial public offering of common stock, listed on Nasdaq.
Issuer counsel to Apache Corporation for public offering of $500 million of 5.25% Senior Notes.
Issuer counsel to Apache Corporation for public offering of $1.5 billion of Senior Notes in two tranches.
Counsel to Special Committee for EGL, Inc., a publicly traded company considering a possible going-private transaction.
Represented Pacific Energy Partners, L.P., a publicly traded MLP, in the sale of its general partner interests for cash and the merger of the partnership in a unit-for-unit exchange with Plains All American Pipeline, L.P., another publicly traded MLP.
Counsel for WCA Waste Corporation in the sale of $75 million of convertible preferred stock to a private equity investor.
Counsel to Apache Corporation in an acquisition of producing properties from BP.
Represented a subsidiary of El Paso Corporation as a selling stockholder in the initial public offering of common stock of Intercontinental Exchange Inc.
Served as securities counsel for Poster Financial Group, Inc. (now named Golden Nugget, Inc.) and Landry's Restaurants, Inc. in a self-tender offer for the publicly traded senior secured notes of wholly owned Poster Financial.
Represented ExpressJet Holdings, Inc. in structuring and completing its purchase of minority interests in three privately held companies that repair, service, and charter aircraft.
Represented El Paso Corporation in the acquisition of Denver-based Medicine Bow Energy Corporation, a privately held exploration and production company.
Served as securities counsel for a major investment bank in connection with the registration and resale of restricted stock of a U.S. publicly traded company that was held by Russian nationals.
Represented investment bank Sanders Morris Harris Inc. in its role as financial advisor to Petrohawk Energy Corp., including counseling with respect to fairness opinion and disclosure in joint proxy statement/prospectus for Petrohawk’s stock-and-cash merger with Mission Resources Corp.
Served as independent counsel for audit committee of NYSE-traded company with respect to the company’s restatement of prior period financial statements.
M&A counsel to Landry's Restaruants, Inc. in its purchase of the Golden Nugget in downtown Las Vegas.
Represented El Paso Corporation in the acquisition of a privately held exploration and production company in east Texas.
Represented the independent special committee established by the board of Assisted Living Concepts, Inc. (a publicly traded national provider of assisted living services) to explore various strategic alternatives available to the company, resulting in the cash merger of the company with Extendicare Health Services, Inc.
U.S. corporate counsel to Apache Corporation in a series of oil and gas exploration and development agreements with ExxonMobil Corporation affiliates, including transfers, joint ventures, and partnerships involving properties in West Texas, Western Canada, onshore Louisiana, and the Gulf of Mexico.
Represented the financial advisor to an independent special committee appointed by the board of a public company in connection with a recapitalization, including counseling as to the fairness opinion and disclosure in the proxy statement filed with the SEC.
Represented US Oncology Inc., a publicly traded national cancer-care services company, in a going private transaction with Welsh, Carson, Anderson & Stowe.
Issuer counsel for an initial public offering for WCA Waste Corporation.
Securities counsel to public company in structuring and executing large-scale issuer self-tender offer to repurchase outstanding stock.
Counseled several boards of directors of public companies regarding D&O insurance coverage, including in connection with initial public offerings.
Counseled and strategized in takeover litigation in Delaware Court of Chancery involving public company cash-and-stock merger, termination rights, and material adverse effect clause, Frontier Oil Corp. v. Holly Corp.
Represented subsidiary of Shell Oil Company in sale of its 30% general partner interest in Enterprise Products Partnership, L.P., a publicly traded master limited partnership entity.
Issuer securities counsel for several public companies (including US Oncology, Frontier Oil and Apache) in their Rule 144A/Regulation S offerings of senior notes and related exchange offers on Form S-4.
Local Texas counsel for out-of-state public company’s acquisition of a limited partnership in Texas.
US corporate counsel for Apache Corporation in its acquisition of North Sea and Gulf of Mexico producing properties from BP.
Counseled the board of directors of a public company regarding the evaluation of a going private leveraged buy-out transaction, including establishing an independent special committee.
US counsel for privately held microwave communications company in its acquisition of an Israel-based private company.
Securities counsel to selling shareholders in public offering of common stock for Gart Sports, now known as The Sports Authority (NYSE).
Represented privately held retail company in shareholder split-up, sale of certain stores and restructuring of existing stores.
ARTICLES / PUBLICATIONS
Author
"Karl Llewellyn and the Intellectual Foundations of Enterprise Liability Theory," Yale Law Journal (1988)
John reviews books, mostly mysteries and thrillers, on an irregular basis for the Houston Chronicle
PROFESSIONAL / CIVIC AFFILIATIONS
Member
Houston Bar Association
State Bar of Texas
Director, Bill Archer Student Intern Foundation of Houston
Campaign Treasurer, Houston City Council Member Anne Clutterbuck |
