"The extremely responsive group at Baker Botts L.L.P. distinguishes itself by its great attention to detail and strong focus on the energy industry. The increasingly prominent group […] was bolstered in 2018 by the hire of Justin Hoffman..."
The Legal 500 2019
Justin F. Hoffman is a corporate partner residing in the Houston office. Mr. Hoffman's practice concentrates on debt and equity capital markets transactions, corporate governance and compliance. He regularly represents both issuers and investment banks in Rule 144A high yield debt and public equity offerings, as well as liability management transactions. He has extensive experience in advising energy companies in connection with securities offerings and acquisition financings, particularly in the upstream, midstream and oilfield services sectors, as well as coal mining and renewables.
- Representation of Bristow Group Inc. and certain of its subsidiaries in connection with its petition for relief under Chapter 11 of the U.S. Bankruptcy Code, as well as the $75 million term loan facility provided by certain creditors in connection with the petition and the $150 million proposed debtor-in-possession loan facility
- Ascent Capital Group, Inc. in connection with proposed exchange offers by Monitronics International, Inc. for its outstanding 9.125% Senior Notes due 2020 for new senior secured second lien cash pay/PIK notes due 2023
- Ad hoc committee of unsecured noteholders to Northern Oil & Gas, Inc., a leading non-operating oil and gas exploration and production company, in an up-tier exchange of $500 million of senior unsecured notes for $350 million of senior second lien notes and approximately 40% of pro forma equity
- Sable Permian Resources (formerly known as Permian Resources), a privately held exploration and production company backed by The Energy & Minerals Group, OnyxPoint Global Management, Sable Management, First Reserve and other investors, in connection with a recapitalization transaction that included an equity capital raise of approximately $750 million, an optional equity purchase amount of approximately $350 million, a debt for equity exchange of approximately $325 million of secured and unsecured indebtedness and a debt for equity exchange of approximately $250 million of junior subordinated notes
- EXCO Resources, Inc. in its issuance of $300 million in aggregate principal amount of senior secured 1.5 lien notes due 2022 and warrants for shares of EXCO’s common stock and the exchange of approximately $683 million of senior secured second lien term loans for a like amount of senior secured 1.75 lien term loans
- Financial advisor in connection with private purchase and exchange agreements by SandRidge Energy, Inc. pursuant to which SandRidge repurchased $250 million of its unsecured notes for $94.5 million cash and exchanged $275 million of notes for new convertible notes
- W&T Offshore, Inc. - exchange offer for approximately $710.2 million of the outstanding 8.500% Senior Notes due 2019 for approximately (i) 60.4 million shares of common stock, (ii) $159.8 million aggregate principal amount of new Senior Second Lien PIK Toggle Notes due 2020 and (iii) $142.0 million aggregate principal amount of its new Senior Third Lien PIK Toggle Notes due 2021
High Yield and Finance, including Acquisition Finance
- Initial purchasers in the $400 million Rule 144A notes offering by Global Partners LP
- Indigo Natural Resources in its private offering of $650 million of senior unsecured notes
- Jefferies LLC in providing underwritten bank financing, consisting of a $900 million committed term loan facility and a $50 million committed super priority revolving credit facility, in connection with the approximately $1.6 billion sale of Lucid Energy Group II to a joint venture controlled by affiliates of Riverstone and Goldman Sachs
- Vine Oil & Gas LP and its wholly-owned subsidiary, Vine Oil & Gas Finance Corp., in its private offering of $530 million in aggregate principal amount of senior unsecured notes
- Private funds affiliated with Värde Partners, Inc. in their $125 million convertible second lien term loan facility for Lilis Energy, Inc., an exploration and development company operating in the Permian Basin of West Texas
- Ultra Resources, Inc. in the Rule 144A/Reg S offering of $1.2 billion of senior unsecured notes issued in connection with Ultra Petroleum Corp.’s exit from Chapter 11 proceedings
- Blackstone Energy Partners and Sanchez Energy Corporation in their 50/50 partnership, definitive purchase agreement and related financing to acquire Anadarko Petroleum Corporation’s working interest in approximately 318,000 gross operated acres in the Western Eagle Ford for approximately $2.3 billion
- Alta Marcellus Development, LLC, a wholly owned subsidiary of Alta Resources Development, LLC, in connection with second lien note financing for $1.24 billion acquisition of operated and non-operated upstream assets and operated midstream assets in the Marcellus Shale of north-central Pennsylvania from Anadarko Petroleum Corp. and $207 million acquisition of oil and gas assets in the Marcellus Shale of north-central Pennsylvania from Mitsui E&P USA LLC
- Indigo Haynesville in connection with unsecured note financing for its agreement to purchase from Chesapeake Energy Corp. a portion of its acreage and producing properties in its Haynesville
- Shale operating area in northern Louisiana for approximately $450 million
- Goldman, Sachs & Co. and other initial purchasers in $1.6 billion 144A senior note offering by American Energy – Permian Basin, LLC and AEPB Finance Corporation in connection with $2.5 billion acquisition of Permian Basin assets from Enduring Resources
- J.P. Morgan Securities as lead underwriter and lead initial purchaser in $750 million 144A/Regulation S senior notes offering and $1.0 billion registered common stock offering by Whiting Petroleum Corporation
- Peabody Energy Corporation in $1.0 billion 144A/Regulation S secured second lien notes offering and related tender offer
- Barclays Capital and the initial purchasers in $1.25 billion Rule 144A/Regulation S senior second lien secured notes offering by SandRidge Energy, Inc.
- J.P. Morgan Securities and the initial purchasers in inaugural $250 million Rule 144A/Regulation S senior notes offering by Bellatrix Exploration Ltd.
- Credit Suisse as representative of the initial purchasers in $700 million Rule 144A/Regulation S senior secured notes offering by Energy Transfer Equity, L.P.
- BMO Capital Markets as bookrunning manager in connection with $50 million registered equity offering, and $350 million 144A/Regulation S senior secured notes offering and debt tender offer in connection with acquisition by Westmoreland Coal Company of MLP Oxford Resources
- The initial purchasers, led by Barclays Capital Inc. in US $350 million Rule 144A/Regulation S senior notes offering by Teine Energy Ltd.
- The initial purchasers in over $1 billion of 144A/Regulation S senior notes offerings by Antero Resources
- Wells Fargo and the underwriters in registered offering of $1.25 billion of senior subordinated notes and related tender offer and consent solicitation by Denbury Resources Inc.
- J.P. Morgan and the underwriters in registered offering of $500 million of high yield senior notes by EXCO Resources, Inc.
- Represented the underwriters in multi-billion dollar registered debt and equity offerings by Concho Resources Inc
- J.P. Morgan Securities LLC as representative of the several initial purchasers in $1.3 billion of 144A/Regulation S senior notes offerings by Superior Energy
- WindMW GmbH, a Blackstone-backed German off shore wind farm, in connection with a €978 nine-tranche U.S. dollar and euro-denominated project bond offering
- Deutsche Bank and Citigroup as initial purchasers in $550 million project bond financing by Fermaca Enterprises
Initial Public Offerings, PIPEs and Equity Offerings
- Represented the underwriters in connection with the $185 million initial public offering by Nine Energy Service, Inc.
- Discovery Capital Management, LLC and certain of its affiliates as selling stockholders of Peabody Energy Corporation in a $346.9 million secondary offering of common stock
- Värde Partners, Inc. in a $100 million convertible preferred equity investment in Lilis Energy, Inc.
- Warburg Pincus as lead investor in a $350 million convertible preferred equity investment in SemGroup Corporation
- EIG Global Energy Partners on a $500 million investment into USA Compression Partners, LP (NYSE: USAC), in which certain investment funds managed or sub-advised by EIG and other investment vehicles unaffiliated with EIG agreed to purchase an aggregate amount of $500 million of newly established Series A Perpetual Preferred Units and received warrants to purchase up to 15,000,000 Common Units of USA Compression
- The underwriters in connection with the $81 million initial public offering of Ramaco Resources, Inc.
- FBR Capital Markets as initial purchaser in 144A equity offering by C&J Energy Services
- The Blackstone Group L.P. and Pinnacle Foods Inc. in connection with $667 million initial public offering and numerous secondary offerings
- Kohlberg Kravis Roberts & Co. L.P. and Dollar General Corporation in $824 million initial public offering, numerous secondary offerings of common stock and registered debt offerings
- J.P Morgan and the underwriters in connection with the initial public offering of Dunkin’ Brands Inc., the parent company of Dunkin’ Donuts and Baskin Robbins
Texas Lawbook, The
Global Legal Chronicle
Texas Lawbook, The
Trends in Early Adoptions of New SEC Rules Relating to Guarantors and Issuers of Guaranteed SecuritiesFirm Thought Leadership
NYSE Provides Further Exceptions to Shareholder Approval Rules to Streamline Access to Capital During COVID-19 PandemicFirm Thought Leadership
Nasdaq Provides Exception to Shareholder Approval Rules to Streamline Access to Capital During COVID-19 PandemicFirm Thought Leadership
NYSE Issues Temporary Waivers of Related-Party and 20% Equity Issuance Rules in Light of COVID-19 Related Liquidity NeedsFirm Thought Leadership