JEREMY WAGERS, ESQ.

SELECT TRANSACTIONS

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General Counsel, Oil and Gas Transactions and Litigation

  • Representation of Breitling Energy Corporation in its reverse merger with Bering Exploration, Inc. in which Breitling Energy Corporation transferred its assets to Bering Exploration and merged into the surviving public company.
  • Representation of Breitling Energy Corporation in various potential public mergers in which Breitling Energy Corporation or its management would have been the surviving entity or surviving management team.
  • Representation of Breitling Energy Corporation in various potential public and private equity and debt transactions, including the formation of a joint venture with a Registered Investment Advisor, which negotiated transactions with private equity firms, hedge funds and family offices.
  • Representation of Breitling Energy Corporation and its joint venture in the negotiation of various institutional investor and retail investor funds, which included fund formation for investing in working interests and royalty interests.
  • As Chief Operating Officer, negotiated various exploration and production transactions, including acquisitions and divestitures of acreage and production of oil and gas.
  • Representation of Breitling Energy Corporation in various oil and gas contractual litigation matters and various contract disputes, including drafting and reviewing such contracts.
  • Representation of Triangle Petroleum Corporation as General Counsel in various capital market transactions and private equity joint ventures, including RockPile Energy Services, LLC.
  • Representation of Triangle Petroleum Corporation as General Counsel in a potential public merger of equals in which the remaining entity would have been controlled and managed by Triangle Petroleum Corporation.
  • Representation of Breitling Energy Corporation and Triangle Petroleum Corporation as General Counsel and Secretary at each meeting of the Board of Directors and the various committees and advised on general corporate governance.

 

Capital Markets and Private Equity

  • Representation of Global Hunter Securities, LLC as private placement agent in a private equity transaction for senior secured notes and warrants (lead associate).
  • Representation of Triangle Petroleum Corporation in connection with its initial public offering on the NYSE Amex of 10.8 million shares of common stock valued at approximately $68 million and a follow on offering of 19.8 million shares of common stock valued at approximately $142.3 million (lead associate).
  • Representation of (i) Spectra Energy Capital, LLC and Spectra Energy Corp, as guarantor, in connection with three public offerings of investment grade senior notes with a total principal amount of approximately $1.3 billion and (ii) Spectra Energy Corp in connection with a public offering of 28 million shares of common stock valued at approximately $402 million (lead associate).
  • Representation of underwriters in connection with (i) a secondary public offering of approximately 36.4 million shares of common stock of Crown Castle International Corp. valued at approximately $1.3 billion and (ii) two public offerings of high-yield senior notes with a total principal amount of $1.4 billion (lead associate).
  • Representation of Texas Eastern Transmission, LP, a subsidiary of Spectra Energy Corp, in connection with two private placements of investment grade senior notes with a total principal amount of $700 million (lead associate).
  • Representation of underwriters in connection with a private placement of $1.2 billion principal amount of high-yield senior secured notes of CC Holdings GS V LLC, a subsidiary of Crown Castle International Corp. (lead associate).
  • Representation of placement agent in connection with a private placement of $130 million principal amount of high-yield senior secured notes and warrants of a private exploration and production company (lead associate).
  • Representation of Standard Steel, LLC in connection with a private placement of $140 million principal amount of high-yield senior secured notes (lead associate).
  • Representation of underwriters in connection with a public offering of approximately 500 million shares of common stock of Flagstar Bancorp, Inc. valued at approximately $250 million (lead associate).
  • Representation of El Pollo Loco, Inc. in connection with a private placement of $132.5 million principal amount of high-yield senior secured notes and related exchange offer
    (lead associate).
  • Representation of Enersys in connection with two public offerings of (i) $172.5 million principal amount of convertible senior notes and (ii) approximately 3.7 million shares of common stock valued at approximately $99 million (lead associate).
  • Representation of Fifth Third Bancorp in connection with the U.S. Department of Treasury’s TARP investment of $3.4 billion for preferred stock and warrants (lead associate).
  • Representation of Champion Enterprises, Inc. in connection with a public offering of $160 million principal amount of convertible senior notes and related tender offer of senior notes for cash (lead associate).
  • Representation of private investor in connection with the private placements of (i) Series C preferred stock and warrants and (ii) a senior secured note and warrants of Uni-Pixel, Inc., a public technology company (lead associate).
  • Representation of private investor in connection with several private placements of preferred stock in technology companies (lead associate).
  • Representation of private investor in connection with a private placement of common stock and membership interests in an exploration and production company and its related subsidiary (lead associate).
  • Representation of underwriters in connection with a private placement of $600 million principle amount of exchangeable senior debentures of Host Hotels & Resorts, L.P.
  • Representation of MV Oil Trust in connection with its initial public offering of 7.5 million trust units in a royalty trust valued at $150 million (lead associate).
  • Representation of Chesapeake Energy Corporation in connection with numerous public and private securities offerings for aggregate gross proceeds in excess of $10.5 billion (lead associate on most of these transactions).  Transactions include:
    • Bought public offering of 30 million shares of common stock valued at approximately $955 million;
    • Public offering of €600 million principal amount of Euro-denominated high-yield senior notes;
    • Public offerings of mandatory convertible preferred stock, high-yield senior notes and common stock for aggregate proceeds of approximately $2 billion;
    • Private placement of $500 million principal amount of high-yield senior notes;
    • Public offering of 23 million shares of common stock valued at approximately $629 million;
    • Private placements of high-yield senior notes, contingent convertible senior notes and cumulative convertible preferred stock for aggregate gross proceeds of approximately $1.7 billion;
    • Public offerings of 8 million shares of common stock valued at approximately $262 million and $300 million of cumulative convertible preferred stock;
    • Three private placements totaling $1.8 billion principal amount of high-yield senior notes; and
    • Private placement of $460 million of convertible preferred stock.
  • Representation of Chesapeake Energy Corporation in multiple offers to exchange common stock for outstanding convertible preferred stock and tender offers to exchange senior notes for cash (lead associate).
  • Representation of W&T Offshore, Inc. in connection with a public offering of 8.5 million shares of common stock valued at approximately $276 million (lead associate).
  • Representation of DCP Midstream Partners, L.P. in connection with its initial public offering of 10.35 million common units valued at approximately $194 million (lead associate).
  • Representation of Gastar Exploration Ltd. in a PIPES transaction valued at $50 million (lead associate).
  • Representation of underwriters in connection with a public offering of approximately
    6 million shares of common stock of Pride International, Inc. valued at approximately
    $124 million (lead associate).
  • Representation of underwriters in connection with a public offering of 1.8 million shares of common stock of Dawson Geophysical Company valued at approximately $44 million (lead associate).
  • Representation of The Shaw Group Inc. in connection with a public offering of 12.85 million shares of common stock valued at approximately $251 million and related tender offer of senior notes for cash.
  • Representation of Huntsman Corporation in connection with a private placement of $300 million principal amount of senior notes and $100 million principle amount of senior floating rate notes.
  • Representation of Huntsman Corporation in connection with its initial public offering of approximately 69 million shares of common stock and 6 million shares of mandatory convertible preferred stock valued at approximately $1.88 billion.
  • Representation of Stonemor Partners L.P. in connection with its initial public offering of 3.675 million common units valued at approximately $75 million.

 

Mergers and Acquisitions

  • Representation of Breitling Energy Corporation as General Counsel in its reverse merger with Bering Exploration, Inc. in which Breitling Energy Corporation transferred its assets to Bering Exploration and merged into the surviving public company.
  • Representation of Triangle Petroleum Corporation as General Counsel on various joint venture and merger and acquisition possibilities and general corporate transactions.
  • Representation of a large public exploration and production company in its attempted acquisition of the general partner interests in a public midstream master limited partnership (lead associate).
  • Representation of a large private equity firm in connection with a $1 billion capital call investment in an exploration and production company and subsequent restructuring (lead associate).
  • Representation of Veritas DCG Inc. with respect to its merger into Compagnie Generale de Gepphysique, a French company.
  • Representation of a private exploration and production company with respect to its disposition to one of its competitors for approximately $485 million (lead associate).
  • Representation of a private propane company with respect to the sale of its equity to a professional investment firm for approximately $85 million (lead associate).
  • Representation of professional investment firm in connection with the sale of private equity of its blocker corporations for approximately $15 million (lead associate).
  • Representation of a private propane company with respect to the sale of its preferred equity to a professional investment firm for approximately $21 million (lead associate).
  • Representation of W-H Energy Services, Inc. in the disposition of one of its subsidiaries for $28 million in cash (lead associate).
  • Representation of a private janitorial service company with respect to its disposition to one of its competitors for approximately $80 million.

 

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