Preston Bernhisel is the Chair of the Dallas Corporate Department. His practice focuses on mergers and acquisitions, joint ventures, capital markets transactions, securities laws and other corporate matters, particularly in the oil & gas, power and renewable energy industries. He brings a depth of experience representing issuers and investment banking firms in equity and debt securities offerings, including initial public offerings (IPOs), other public and private offerings of equity securities, registered and Rule 144A debt offerings and liability management transactions.
In addition, Mr. Bernhisel has extensive experience advising clients regarding Exchange Act reporting, stock exchange compliance and corporate governance.
Related Experience
Capital Markets Experience
- Counsel to corporations, MLPs and underwriters in all forms of securities offerings, including IPOs, bought deals, overnight offerings, secondary offerings, 144A private placements of high yield debt securities, registered offerings of debt securities, at-the-market continuous offering programs (ATMs), tender offers, consent solicitations, exchange offers and other liability management transactions
- EnLink Midstream – numerous Rule 144A senior notes offerings (over $2 billion in aggregate) and public senior notes offerings (over $4 billion in aggregate), $400 million registered preferred unit offering, debt tender offers and exchange offers, follow-on and secondary equity offerings, registered direct offerings and ATM programs
- NRG Energy, Inc. – numerous Rule 144A senior notes offerings (secured and unsecured) (over $5.6 billion in aggregate), including sustainability-linked bonds, $575 million of convertible senior notes, pre-capitalized trust securities (P-caps), debt tender offers and exchange offers
- Clearway Energy, Inc. – numerous Rule 144A “Green Bond” senior notes offerings (over $2.3 billion in aggregate), $100 million equity offering, $75 million secondary equity offering, ATM program, debt tender offers, consent solicitation and exchange offer
- Initial public offerings include VTTI Energy Partners LP, Foresight Energy LP, OCI Resources LP and MetroPCS Communications, Inc.
- Other issuers represented include QVC, Inc., GCI Liberty, Inc., DZS, Inc., Dr. Pepper Snapple Group, Inc., MetroPCS Wireless, Inc., Monitronics International, Inc., Ascent Capital Group, Inc., Matador Resources Company, PERU LNG and Forum Energy Technologies
- Bookrunners represented include Barclays, Bank of America Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, J.P. Morgan, Morgan Stanley, Raymond James, UBS and Wells Fargo, among others
- Issuers in underwriter representation include of Targa Resources Partners LP, Stone Energy Corporation, SM Energy Company, Oil States International, Inc. and Hiland Partners
Representative Mergers and Acquisitions
- EnLink Midstream, LLC – simplification acquisition of EnLink Midstream Partners, LP to form a $13 billion enterprise value company
- EnLink Midstream Partners, LP – $4.8 billion combination with midstream assets of Devon Energy Corporation
- EnLink Midstream Partners, LP – $800 million joint venture with Natural Gas Partners
- EnLink Midstream, LLC – $900 million sale of the remaining 25 percent equity interest in EnLink Midstream Holdings, LP to EnLink Midstream Partners, LP
- EnLink Midstream Partners, LP – $600 million acquisition of Coronado Midstream Holdings LLC
- EnLink Midstream, LLC – $193 million sale of E2 Appalachian Compression, LLC and E2 Energy Services, LLC to EnLink Midstream Partners, L.P.
- EnLink Midstream Partners, LP and EnLink Midstream, LLC – $235 million acquisition of natural gas pipeline assets from Chevron Pipe Line Company and Chevron Midstream Pipelines LLC
- EnLink Midstream Partners, LP – $100 million acquisition of LPC Crude Oil Marketing LLC
- Matador Resources Company – $150 million acquisition of Delaware Basin assets through a merger and joint ventures with Harvey E. Yates Company, a subsidiary of HEYCO Energy Group, Inc.
- Matador Resources Company – $500 million joint venture formation of San Mateo Midstream, LLC with Five Point Energy LLC
- Matador Resources Company – joint venture formation of San Mateo Midstream II, LLC with Five Point Energy LLC
- Energy Trust Partners – $100 million joint venture with Abraxas Petroleum Corporation to develop the Eagle Ford Shale play in South Texas
- CIC Partners – acquisition of majority stake in Activa Resources, LLC
- CIC Partners – formation of Magnolia Petroleum Company, LLC, a joint venture with Burnett Petroleum
- Perot Systems Corporation – $3.9 billion two-step cash tender offer / merger with Dell Inc.
- Liberty Media Corporation – $530 million investment in secured debt of Sirius XM Radio, Inc. and various other financing transactions
- Centex Corporation – formation of joint venture and $528 million sale of a portfolio of properties to the joint venture in which the company retained an interest
- Affiliated Computer Services, Inc. – $65 million acquisition of Systech Integrators, Inc.
- Private merger of a healthcare provider – $45 million
- Formation of Sabra Dipping Company, LLC – a joint venture between Frito-Lay Dip Company, Inc. and S.E. USA, Inc.
- Hunt Consolidated – various mergers, acquisitions and other transactions involving electric transmission and distribution companies
- Hunt Consolidated – formation of a vehicle to make private equity investments in electrical power development projects
- Formation of multiple energy private equity funds, including for Energy Trust, Energy Spectrum, CIC Partners and Hawkeye Partners
Awards & Community
Recognized as a Texas Super Lawyer-Rising Star (Thomson Reuters), 2013-2018 (final year of eligibility)
News
DZS Inc.’s Purchase Agreement with DASAN Networks, Inc.
Global Legal ChronicleGlobal Legal Chronicle
CDT Roundup: 14 Deals, 12 Firms, 109 Lawyers, $4B
The Texas LawbookThe Texas Lawbook
Baker Botts Represents DZS Inc. in Financing Transactions and Agreement to Sell its Asia-Pacific Business
DFW Senior Counsel of the Year Finalists: City Electric, Ecobat, Envoy Air, Jacobs
The Texas LawbookThe Texas Lawbook
Matador Resources, MoneyGram, Pioneer Natural Resources Finalists for DFW Corporate Counsel Awards
The Texas LawbookThe Texas Lawbook
Shale M&A to gather pace in hunt for inventory
Argus MediaArgus Media
Where U.S. Oil, Gas Goes After 2023 Megadeals
The DealThe Deal
Texas M&A Lawyers Ranked by Value
The Texas LawbookThe Texas Lawbook
CDT: 2023 Capital Markets Transactions
The Texas LawbookThe Texas Lawbook
New Buyback Rules Put Companies' Motives Under Spotlight
Law360Law360
Fourteen Baker Botts Partners Named to D Magazine's 2023 “Best Lawyers" List
CDT Roundup: 21 Deals, 12 Firms, 178 Lawyers, $18.7B
The Texas LawbookThe Texas Lawbook
EnLink Midstream’s $300 Million Senior Notes Offering
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents EnLink Midstream, LLC in $300 million Senior Notes Offering
CDT Roundup: 7 Deals, 7 Firms, 78 Lawyers, $14B
The Texas LawbookThe Texas Lawbook
Volume Over Value: A&D Market Primed for Active, But Thrifty Rebound
Hart EnergyHart Energy
Why a deals boom is brewing in the US oil patch
Financial TimesFinancial Times
Cash-rich US oil producers hunt for deals after long M&A dry spell
Financial TimesFinancial Times
CDT Roundup: 17 Deals, 15 Law Firms, 140 Lawyers, $8.1B
The Texas LawbookThe Texas Lawbook
Martin Midstream Partners’ $400 million Senior Secured Notes Offering
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents Martin Midstream Partners L.P. in $400 million Senior Secured Notes Offering and Related Amendment to Revolving Credit Facility
Matador Resources Company’s $1.6 Billion Delaware Basin Acquisition Agreement Title
Global Legal ChronicleGlobal Legal Chronicle
Deal Diary: Baker Botts Helps Matador Corral Advance Energy
The DealThe Deal
Baker Botts Represents Matador Resources Company in $1.6 Billion Delaware Basin Acquisition Agreement
DZS' $33.2 Million Public Offering of Common Stock
Global Legal ChronicleGlobal Legal Chronicle
BKV's Filing of Registration Statement for Proposed IPO
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents DZS Inc. in its Public Offering of Common Stock
Baker Botts Represents BKV Corporation in Filing of Registration Statement for Proposed IPO
Baker Botts Represents EnLink Midstream, LLC in $700 million Senior Notes Offering
Baker Botts Represents EnLink Midstream on its Acquisition of Crestwood Equity Partners LP’s Barnett Shale Assets
Eleven Baker Botts Partners Named to D Magazine's 2022 “Best Lawyers" List
Energy Group Of The Year: Baker Botts
Law360Law360
CDT Roundup: 11 Deals, 9 Firms, 93 Lawyers, $11.46B
Texas Lawbook, TheTexas Lawbook, The
Baker Botts Represents Clearway Energy Operating LLC in Offering of $350 Million “Green Bond”
CDT Roundup: 18 Deals, 11 Firms, 182 Lawyers, $15.58B
The Texas LawbookThe Texas Lawbook
Baker Botts Represents NRG Energy in Offering of $1.1 Billion of Sustainability-Linked Senior Notes
CDT Roundup: 16 Deals, 10 Firms, 155 Lawyers, $10.4B
Texas Lawbook, TheTexas Lawbook, The
How One Equity Got the Jump on Ameco
The DealThe Deal
EnLink Midstream's Acquisition of Amarillo Rattler
Global Legal ChronicleGlobal Legal Chronicle
One Equity Partners' Acquisition of AMECO North America
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents EnLink Midstream, LLC in Acquisition of Amarillo Rattler, LLC
Baker Botts Represents Fluor in Sale of AMECO North America to One Equity Partners
Seven Baker Botts Partners Named to D Magazine's "2021 Best Lawyers" List
CDT Roundup: 15 Deals, 9 Firms, 109 Lawyers, $3.2B
Texas Lawbook, TheTexas Lawbook, The
Clearway Energy Operating's $925 Million Green Bond Offering
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents Clearway Energy Operating LLC in Offering of $925 Million “Green Bond”
EnLink Midstream’s $500 Mllion Notes Offering
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents EnLink Midstream, LLC in $500 Million Senior Notes Offering
NRG Energy's $4 Billion Notes Offering
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents NRG Energy, Inc. in Offerings of Nearly $4 Billion of Senior Notes and Pre-Capitalized Trust Securities, Including First Issuance of Sustainability-Linked Bond by a North American Company
GCI Liberty's $600 Million Notes Offering
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents GCI Liberty in $600 Million Notes Offering
CDT Roundup: 9 Deals, 6 Firms, 67 Lawyers, $18.75B
Texas Lawbook, TheTexas Lawbook, The
Baker Botts Represents NRG Energy, Inc. in its Acquisition of Direct Energy for $3.625 Billion
Baker Botts, Latham Advise in NRG's $3.6B Acquisition of Direct Energy
Texas LawbookTexas Lawbook
3 Firms Shape NRG's $3.6B Direct Energy Buy
Law360Law360
Baker Botts Represents Fluor Corporation in Sale of AMECO South America
Thought Leadership
Share Repurchase Disclosure Rule Stayed by SEC and Likely Will Be Vacated
Client UpdatesSecurities Update
SEC Adopts New Disclosure Requirements Regarding Share Repurchases
Client UpdatesCorporate Update
Market Trends in Green and Sustainability-Linked Financings
Client UpdatesEnergy Update
SEC Adopts Significant Changes to 10b5-1 Trading Plans
Client UpdatesCorporate Update
Market Trends in Green and Sustainability-Linked Financings
Client UpdatesEnergy Update
2021 - Traditional Energy Rebounds and Increased Energy Transition
Client UpdatesEnergy Update
SEC Proposes Amendments to Share Repurchase Disclosure Requirements
Client UpdatesCorporate Update
SEC Proposes Significant Changes to 10b5-1 Trading Plans and Enhancements to Insider Equity Compensation Disclosure
Client UpdatesCorporate Update
What to Say About COVID-19 in Your Earnings Releases and Investor Calls
Client UpdatesCorporate Update
SEC Extends Conditional Filing Relief to Companies Affected by Coronavirus; Provides COVID-19 Disclosure Guidance
Client UpdatesCorporate Update
SEC Provides Conditional Filing Relief to Companies Affected by Coronavirus
Client UpdatesCorporate Update
Events
Recent
Dallas Margaritas and M&A School
Driving Diversity in Law & Leadership
Centerforce Diversity in Law Series
2020 Virtual M&A Primer
On December 1, 3, 8 and 10 at 11:00a.m. - 12:00 p.m. CT, Baker Botts is hosting the Virtual M&A Primer, presented by the Baker Botts Corporate group across various offices.