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W. Robert Shearer

W. Robert Shearer is a transactional partner residing in Baker Hostetler's Houston office. He concentrates his practice on mergers and acquisitions, securities offerings and corporate governance matters.

Mr. Shearer has extensive experience representing public and private companies in domestic and cross-border acquisitions and divestitures, mergers and joint venture formation. He regularly represents public companies in strategic acquisitions of complementary businesses in a variety of industries, including oil and gas, energy services, healthcare and transportation.

He regularly represents issuers in connection with initial and follow-on public offerings, Rule 144A offerings, PIPE offerings, private placements, and venture capital transactions. He advises publicly traded companies with respect to compliance with securities regulations, including Section 16 and Regulation FD. He also advises publicly traded companies with respect to their preparation of periodic reports, proxy statements and other filings with the Securities and Exchange Commission, as well as NYSE and Nasdaq reporting and corporate governance requirements.

Mr. Shearer speaks Spanish and has represented several clients in transactions in Latin America.

In law school, Mr. Shearer served as the Editor-in-Chief of the Houston Law Review.

Recent Experience

• Represented Direct Energy in the acquisition of retail electricity provider, First Choice Power, for $270 million plus working capital.
• Represented Schlumberger in multiple strategic acquisitions of private companies.
• Represented Linn Energy in its $188 million registered public offering of Units.
• Represented Quanta Services in its $350 million acquisition of Price Gregory Services.
• Represented Linn Energy in its $250 million 144A offering of Senior Notes.
• Represented Linn Energy in its $103 million registered public offering of Units.

Mergers and Acquisitions

• Representation of seller in $350 million sale of an oil and gas exploration and production company.
• Representation of seller in $270 million sale of an oil and gas exploration and production company.
• Representation of seller in $205 million sale of a paper mill in Quebec.
• Representation of purchaser in proposed acquisition of oil and gas loan portfolio.
• Representation of debtor in implementing strategy for disposition of over $5 billion in assets.
• Representation of purchaser in the $1.6 billion acquisition of 18 power plants in New England.
• Representation of purchaser in the $105 million management-led leveraged buyout of an oil and gas exploration and production company.
• Representation of public company in the $31 million acquisition of an Internet company in California.
• Representation of public media and Internet company in a seven-year, $105 million promotional agreement with a large media company in which the acquiring company acquired a 31 percent equity interest in the company.
• Representation of seller in the $17 million sale of a cogeneration facility in Syracuse, New York.
• Representation of public company in the $15 million acquisition of the assets of a long-distance telecommunications company in Chapter 11.

Capital Markets and Securities

• Representation of shareholder in $3 billion carve-out IPO of insurance businesses.
• Representation of a construction services company in $270 million 144A offering of convertible subordinated debentures.
• Representation of a Mexican steel company in exchange offer and consent solicitation for $300 million 144A offering of notes.
• Representation of an oil and gas exploration and production company in its initial public offering and listing on the New York Stock Exchange.
• Representation of a financial services company in a public offering of common stock.
• Representation of a European-based pharmaceutical company in a $115 million 144A offering of senior subordinated notes.
• Representation of an Irish company in a $50 million equity investment in a U.S. public company.
• Representation of numerous public companies in the preparation of shelf registration statements, proxy statements, 10-Ks, 10-Qs and filings under Section 16 of the Exchange Act.

Corporate, Project and Structured Finance

• Representation of lessee in the $416 million leveraged lease of a hydroelectric facility in Massachusetts, including 144A offering of pass-through trust certificates.
• Representation of a joint venture in the construction and project financing of a $700 million long-distance telephone network in Mexico.
• Representation of equity investor in the $437 million leveraged lease of 18 aircraft to a U.S. airline.
• Representation of lessor in connection with the restructuring of the obligations of several Mexican airlines.
• Representation of a Mexican steel company in connection with export receivables financing.