Mark L. Jones

Experience

Acquisitions and Dispositions in Energy, Oilfield Service, Water and Waste Industries

• Lead counsel in the acquisition of assets from a private equity portfolio company for $300 million in the Permian basin.
• Lead counsel in the acquisition of assets from a private equity portfolio company for $525 million in the Permian basin.
• Lead counsel in the acquisition of assets from a private equity portfolio company for $75 million in the Permian basin.
• Lead counsel in the acquisition of assets from a private equity portfolio company for $275 million in the Permian basin.
• Lead counsel in the acquisition of assets from a private equity portfolio company for $17 million in the Permian basin.
• Lead counsel in the acquisition of a company with gathering and processing facilities in Texas for a purchase price of $30 million.
• Lead counsel in the disposition of a petroleum products refinery in Louisiana for $300 million.
• Lead counsel in the acquisition of large independent with assets in Canada, Australia, Guatemala and Argentina and its related petroleum products businesses for a purchase price of approximately $3.6 billion
• Lead counsel for over 75 acquisitions of companies and assets in the oil field service industry up to $1.2 billion.
• Lead counsel for an energy service company and its shareholders in connection with the sale of the company for $40 million to investors in the Middle East.
• Lead counsel for an energy company in connection with its acquisition of a gas processing facility for $20 million.
• Lead counsel in connection with the acquisitions of concessions for water and wastewater facilities throughout the United States.
• Lead counsel in acquiring over 20 landfills and other treatment, storage and disposal facilities throughout the United States.
• Lead counsel in acquiring water rights and infrastructure to be used in connection with fracking operations in South Texas and Permian shale plays.
• Lead due diligence counsel in the acquisition of numerous affiliated companies and assets in the Gulf of Mexico, Texas and Oklahoma for a purchase price of $1.3 billion.

Securities and Corporate Finance

• Represented underwriters in the public offering of common stock for exploration and a production company with assets in the Permian Basin in Texas and New Mexico, the onshore Gulf Coast of Texas, and Kansas.
• Represented a Texas-based exploration and production company with assets in the Permian Basin and Mississippian Lime in a public offering of common stock.
• Represented a Texas-based exploration and production company with assets in the Permian Basin and Mississippian Lime in a private placement of common stock.
• Represented placement agent in a private placement of common stock of a public exploration and production company with acreage positions in Texas, New Mexico and Kansas.
• Represented a Texas-based exploration and production company with assets in Texas and Kansas with respect to the resale registration of privately placed securities.
• Lead counsel for nine initial public offerings for various energy companies, seven of which were energy companies and one of those being the largest at the time of $5.6 billion in the energy sector
• Chief securities counsel for numerous public companies with market capitalizations ranging from $50 million to $15 billion.
• Lead counsel in recapitalizations of two existing public companies in financial services and banking industry.
• Has extensive experience with the establishment of universal shelf registrations and takedowns, including the rare issuance of century notes.
• Has extensive experience with high yield debt offers, as well as investment grade offerings, including negotiating indentures for public debt, with particular emphasis on the negative and affirmative covenants being tailored for the particular industry and ensuring business flexibility.
• Has extensive experience negotiating revolving, term and special purpose credit facilities ranging from $100 million to $5 billion.
• Represented a Texas-based exploration and production company with assets in Texas and Kansas in its compliance with Securities and Exchange Act requirements.
• Represented a Texas-based exploration and production company with assets in Texas and New Mexico in its compliance with Securities and Exchange Act requirements
• Represented a Canadian based public company with assets located in the Rocky Mountain region of the United States in connection with redomiciling as a public company in the United States and certain financings
• Represented an Australian based public company with respect to its acquisitions, financings and operational issues
• Represented an NYSE American-listed exploration and production company with assets in the Permian Basin in connection with multiple offers, including a $50 million, $75 million and $65 million underwritten public offerings of common stock.
• Represented an underwriting syndicate in connection with an approximately several underwritten public offering of common stock for an exploration and production company with oil and gas assets in the STACK play in the Mid-Continent United States, including a $50 million and $60 million offerings.
• Lead counsel for a mezzanine lender in connection with a loan for $15 million related to the development of an oil and gas property in South Texas.
• Lead counsel for a bank in connection with the sale of $44 million of preferred stock and warrants under the Troubled Asset Relief Program.
• Lead counsel for a bank in connection with the concurrent public offering of common stock and private placement of preferred stock.
• Lead counsel for an energy issuer in a $450 million 144A offering of high-yield notes.
• Lead counsel for an energy issuer in a $300 million public offering of equity securities.
• Lead counsel for the private placement of $25 million of membership interests in an oil and gas exploration and production company.
• Represented a mezzanine lender in the financing of working interest in an Eagle Ford shale play.
• Represented an energy fund in establishing parameters for funding non-operator working interests in the Eagle Ford shale play and Permian Basin.
• Lead counsel for a banking issuer in a $60 million public offering of equity securities.
• Lead counsel for a borrower in the negotiation of an $85 million acquisition facility.
• Lead counsel for a startup company in connection with its successful seed financing of $500,000 and follow-on financing of $1.5 million.

Private Equity and Direct Investments by Family Offices

• Represented an energy management team in connection with a private equity commitment of $1 billion, utilizing a line of equity arrangement in off-shore venture.
• Represented a private equity energy firm in connection with a $100 million commitment in the Eagle Ford shale play, utilizing a line of equity arrangement.
• Represented an energy management team in connection with a private equity commitment of $300 million in the Permian Basin, utilizing a line of equity arrangement.
• Represented an energy management team in connection with a $75 million commitment, utilizing a line of equity arrangement in the Rockies.
• Represented private equity investors in connection with a follow-on capital raise of $20 million for an oil service company.
• Represented private equity investors in connection with a follow-on capital raise of $30 million for an oil service company.
• Represented a company or family office in its direct investment in exploration and development projects and companies ranging from $15 million to $100 million.
• Acts as outside general counsel to portfolio and public companies and manages legal and compliance functions for the clients.
• Represented a private equity fund in connection with the completion of a $10 million capital raise.
• Advised a special committee of an exploration and production company with oil and gas assets in the Permian Basin, onshore Gulf Coast and Kansas in a related-party transaction with respect to raising additional capital in a private offering of limited partnership interests to private equity investor.

Mergers and Acquisitions

• Lead securities and acquisition counsel in the hostile takeover attempt of a large independent client with assets in numerous parts of the United States, the Gulf of Mexico, Australia, Venezuela and Azerbaijan, with an offer price of $6.4 billion
• Represented a public company in the acquisition of a Texas-based exploration and development company with oil and gas assets and properties located in Louisiana and offshore Louisiana valued in excess of $500 million.
• Advised the special committee of an exploration and production company in a related-party transaction with respect to the disposition of its onshore Gulf Coast assets.
• Represented midstream client with respect to the purchase of midstream assets in the Southeast United States.
• Represented a Texas-based exploration and production company with the acquisition of certain oil and gas assets and properties in Kansas.
• Represented a strategic oil service buyer in the purchase of a competing oil service company in the Permian Basin.
• Represented well known investment bank in rendering over 20 fairness opinions in connection with a business combination transaction, recapitalizations, dispositions and acquisitions of assets, and related party transactions.
• Counsel for a bank holding company in connection with the acquisition of a bank for $20 million in cash.
• Counsel for a bank holding company in connection with its merger with another bank holding company.
• Counsel for the seller of a manufacturing company for $26 million.
• Counsel for a transportation company in connection with the two-step acquisition of a target for $4.1 billion.

General Corporate

• Represented an international exploration and production company with its primary assets in Colombia and Peru in general corporate and contract matters.
• Has extensive experience drafting and negotiating joint venture arrangements related to gathering, processing and storage facilities for upstream and midstream companies.
• Has extensive experience with respect to logistics matters for upstream and midstream companies, including the transportation of petroleum products, water and sand by truck, rail and marine vessel.
• Has extensive experience with respect to the terminaling and storage of petroleum products.
• Has extensive experience with the development of standardized agreements, together with contract management processes and procedures, for all facets of the business conducted by energy and service clients.
• Has extensive experience with a broad range of commercial agreements in the energy and power sector.
• Has experience negotiating with railroads over telecommunication tower leases and easements for fiber optic cables.
• Has experience negotiating joint operating agreements and procedures; areas of mutual interest, farmout, development and management agreements; gathering, processing and storage agreements; gas balancing and marketing agreements; and surface leases.

Ethics and Compliance

• Took the lead role in the design and establishment of ethics and compliance programs for numerous companies, each tailored to the specific needs and risks associated with the particular industry and marketplace.
• Served as a key member of a risk management committee that reported to the board of directors of a large public energy company on value at risk, derivatives, enterprise risk, mitigation efforts, compliance and conflict of interest issues.
• Has experience in developing pragmatic approaches to protecting clients and executives from prosecution and fines in accordance with federal sentencing guidelines and the Foreign Corrupt Practices Act, among other applicable laws.
• Has experience handling numerous governmental investigations and inquiries.

Environmental, Health and Safety

• Has extensive experience with respect to environmental issues encountered in the energy, water and waste industries, particularly the disposal, treatment and storage of hazardous and industrial wastes.
• Has experience assisting with the development of training protocols for employees in the field and with the development of policies related to drug testing and their implementation.

Other Relevant Experience

• Outside general counsel for several New York Stock Exchange-listed companies, an Australian listed company and several Canadian listed companies
• Has experience making numerous presentations to the boards of directors of public and private companies regarding enterprise risk management, best practices of the audit committee, disclosure obligations, employment and compensation matters, and compliance programs.
• Outside general counsel for a $2 billion bank holding company.
• Counsel for a water company in connection with some of the largest design-build and operator agreements in the water and wastewater business.
• Counsel for a waste company in connection with numerous acquisitions of treatment, storage and disposal facilities throughout the United States.
• Counsel for a waste company in connection with the permitting of several greenfields and capacity expansions for existing facilities.
• Counsel for a waste company in connection with the remediation of numerous contaminated sites, including Comprehensive Environmental Response, Compensation and Liability Act sites.
• Counsel for a transportation company in connection with the spinoff of a large energy company, including the transition services agreements.
• Counsel for a midstream energy company in connection with the creation of a public master limited partnership.
• Counsel for an energy company in connection with a $150 million forward gas sale.
• Counsel for a funeral and cemetery service company in connection with numerous acquisitions of cemeteries, funeral homes and service providers.
• Counsel for an energy company in connection with all of its derivative transactions, including the development of standardized forms and appendices.
• Counsel for a midstream energy company in connection with master service, transportation and storage agreements.
• Counsel for public companies in connection with the development of contingency communication manuals for the boards of directors to be used in handling unsolicited tender offers, proxy solicitations and other sensitive matters.
• Counsel for a technology transfer company in connection with more than 30 licenses of intellectual property, ranging from patents to proprietary data.
• Counsel for a funeral and cemetery service provider in connection with the private placement of a series of preferred stock.
• Counsel for a startup company in connection with a successful seed financing of $500,000 for a promising medical device.
• Negotiated numerous industry track agreements, land leases, construction and rehabilitation of track agreements, and related agreements.
• Negotiated numerous railcar storage agreements.
• Negotiated numerous long-term rail contracts involving commodities and waste.
• Negotiated numerous leveraged leases of containers, trucks, railcars and locomotives.
• Negotiated motor carrier agreements and other trucking arrangements.
• Assisted a large international oil and gas service company in the establishment of a contract management system for each line of business.
• Has experience reviewing title opinions and facilitating corrective actions relative to oil and gas properties in connection with acquisitions and financings.