Jason Jean is experienced in advising public and private businesses, including private equity investors, in the financial services sector, upstream and midstream energy sector, and other sectors with respect to mergers and other business combinations, asset and stock purchases and sales, restructurings and joint ventures. Jason also advises businesses in private capital markets transactions, including Rule 144A private placements and PIPEs, and public capital market transactions listed on the New York Stock Exchange (NYSE), NASDAQ, Amex and London Stock Exchange. His capital markets experience extends to representation of issuers, underwriters and placement agents on a variety of debt and equity offerings, including initial public offerings. Jason’s practice also includes advising businesses on corporate governance and compliance issues.
Recent Notable Matters
TC Energy Corporation — approximately $1.275 billion sale of US midstream assets held by its subsidiary, Columbia Midstream Group, to a subsidiary of UGI Corporation
Prosperity Bancshares, Inc. — $2.1 billion acquisition of LegacyTexas Financial Group, Inc., which is the second largest bank merger in the history of Texas. Awarded 2020 M&A Transaction of the Year by The Texas Lawbook and the Houston Chapter of the Association of Corporate Counsel.
Apache Corporation — creation of $3.5 billion midstream company with Kayne Anderson Acquisition Corp., forming the only publicly traded, pure-play Permian Basin midstream company that is a C-corporation
Kinder Morgan, Inc. — in its (i) final investment decision between Kinder Morgan Texas Pipeline LLC and an affiliate of EagleClaw Midstream Ventures, LLC to proceed with the approximately $2.0 billion Permian Highway Pipeline Project, designed to transport up to 2.0 billion cubic feet per day of natural gas, (ii) final investment decision between Kinder Morgan Texas Pipeline LLC, DCP Midstream, LP and an affiliate of Targa Resources to proceed with the $1.7 billion Gulf Coast Express Pipeline Project, designed to transport up to 1.92 billion cubic feet per day of natural gas, (iii) strategic venture with Brookfield Infrastructure Partners LP in respect of Natural Gas Pipeline Co. of America LLC (NGPL) (inclusive of existing debt, the transaction equated to a total enterprise value for NGPL of approximately $3.4 billion), (iv) acquisition of Hiland Partners for approximately $3 billion, and (v) strategic venture pursuant to which The Southern Company acquired from Kinder Morgan a 50 percent equity interest in Southern Natural Gas (inclusive of existing debt, the transaction equated to a total enterprise value for Southern Natural Gas of approximately $4.15 billion)
Pioneer Natural Resources Company — divestiture of its pressure pumping assets to ProPetro Holding Corp. in exchange for total cash and stock consideration of $400 million and entry into a 10 year pressure pumping and related services agreement with ProPetro
HPS Investment Partners, LLC and Kingfisher Midstream, LLC — merger agreement between Kingfisher, Silver Run Acquisition Corporation II and Alta Mesa Holdings, LP to combine and form Alta Mesa Resources, Inc.
Upper Bay Infrastructure Partners — acquisition of Tidewater Transportation & Terminals, a multi-commodity transportation, terminal, and marine construction and repair company serving the Pacific Northwest, from Stonepeak Infrastructure Partners. Upper Bay Infrastructure Partners was the lead investor of a group consisting of Ullico, funds and accounts under management by BlackRock, Silverfern and certain other co-investors.
Allegiance Bancshares Inc. — the holding company of Allegiance Bank, a Texas state bank headquartered in Houston, Texas, in its (i) initial public offering, which was the Houston Business Journal’s 2015 Banking & Finance Deal of the Year, (ii) acquisition of Farmers & Merchants Bancshares, Inc. and its wholly owned subsidiary, Enterprise Bank, (iii) acquisition of Independence Bank, N.A., and (iv) $40 million offering of fixed-to-floating rate subordinated notes due 2027
Baker Hughes Incorporated — in its (i) acquisition of Weatherford International Ltd.’s pipeline and specialty services business for $250 million and (ii) strategic subsea production alliance with Aker Solutions ASA
HPS Investment Partners, LLC — in connection with its convertible preferred stock and senior notes recapitalization of (and multiple follow-on investments in) the parent of Alta Mesa Holdings, LP, an oil and gas acquisition, exploitation and production company, and subsequent preferred stock investment by Bayou City Energy
Holly Energy Partners, L.P. — (i) formation of a 50/50 joint venture, Cushing Connect Pipeline & Terminal LLC, with Plains All American Pipeline, L.P. for the purpose of owning and operating a crude oil terminal in Cushing, Oklahoma and constructing, owning and operating a crude oil pipeline from Cushing, Oklahoma to Tulsa, Oklahoma and (ii) $250 million acquisition from Plains All American Pipeline, L.P. of the 50 percent and 75 percent interest in Frontier Aspen LLC and SLC Pipeline LLC, respectively, that Holly Energy Partners did not already own
Castleton Commodities International LLC — equity investment by Tokyo Gas America Ltd. in a subsidiary of Castleton Commodities International, Castleton Resources LLC, which owns upstream oil and gas assets in East Texas
Underwriters Counsel for Spirit of Texas Bancshares, Inc. — $48.3 million initial public offering of common stock
Prosperity Bancshares, Inc. — the holding company of Prosperity Bank, a Texas state bank headquartered in Houston, Texas, in its acquisition of Tradition Bancshares, Inc. and its wholly owned subsidiary, Tradition Bank, for cash and stock consideration valued at $77 million; transaction was a Houston Business Journal 2015 Deal of the Year finalist
CommunityBank of Texas — its holding company in the holding company’s acquisition of MC Bancshares, Inc. and its wholly owned subsidiary, Memorial City Bank
Conflicts committee of the general partner of Western Refining Logistics, LP — in separate acquisitions from Western Refining Logistics, LP’s sponsor, Western Refining, Inc., of (i) transmission pipelines and storage tanks for cash and equity consideration valued at $180 million; and (ii) the sponsor’s southwest fuel wholesale business for cash and equity consideration valued at $360 million, and in its entry into various commercial contracts in connection with the foregoing
Alinda Capital Partners — acquisition of a 50 percent interest in the entity that owns the general partner of Martin Midstream Partners L.P.
Sandler O'Neill & Partners, LP — in the initial public offering of Green Bancorp, Inc., the holding company of Green Bank, N.A., a national bank headquartered in Houston, Texas
Veritex Holdings, Inc. — the holding company of Veritex Community Bank, a Texas state bank headquartered in Dallas, Texas, in its initial public offering
BOH Holdings, Inc. — the holding company of Bank of Houston, a Texas state bank headquartered in Houston, Texas, in its sale to Independent Bank Group for cash and stock consideration valued at $243 million; transaction was the Houston Business Journal’s 2014 finance deal of the year
WashingtonFirst Bankshares, Inc. — the holding company of WashingtonFirst Bank, a Virginia state bank headquartered in Reston, Virginia, in its acquisition of Alliance Bankshares Corporation, pursuant to which WashingtonFirst Bankshares, Inc. become a publicly traded company listed on the NASDAQ
Green Bancorp, Inc. — the holding company of Green Bank, N.A., a national bank headquartered in Houston, Texas, in its sale to three unaffiliated private equity investors
Private equity firm — in its acquisitions of (i) a world leader in designing, supplying and erecting pre-engineered sectional bolted tanks, factory welded tanks and aluminum geodesic domes for $220 million, (ii) 37 distinct, affiliated companies in 17 states that comprise one of the nation’s largest wholesale suppliers of roofing materials for $400 million and (iii) two companies specializing in advanced synthetic fibers used in geostabilization and concrete reinforcement for $235 million
Publications and Speeches
“I-P-Whoa: Crash Course in Going Public”, Southwest Association of Bank Counsel Annual Convention, September 26, 2019.