Jerry’s practice covers a broad range of general corporate and transactional matters, with a particular focus on representing issuers and investment banks in a variety of capital raising transactions, including through traditional capital markets and bank credit facilities, as well as alternative financing arrangements (including distressed debt and rescue financing), representing private equity funds in the formation of portfolio companies and capital deployment, and representing buyers and sellers in merger and acquisition transactions.

Jerry also advises companies regarding compliance with reporting and other requirements of the federal securities laws and securities exchanges, as well as general corporate governance matters.

Representative Experience

Recent transactional experience includes:

• Represented Crestwood Equity Partners LP in connection with a strategic acquisition of certain private equity-owned affiliates, including its general partner, and transition of board of directors to being elected by its public unitholders
• Represented the initial purchasers in Kraton Corporation’s Rule 144A offering of $400 million aggregate principal amount of 4.25% Senior Notes due 2025
• Represented Hilcorp Energy I, L.P., an independent oil and natural gas company, in its $600 million Rule 144A offering of 6.25% Senior Notes due 2028
• Represented the initial purchasers in connection with an independent oil and natural gas company’s private placement pursuant to Rule 144A of $500 million in aggregate principal amount of senior notes due 2026
• Represented a developer of oil and gas properties in connection with obtaining equity and debt financing from a global investment firm in an aggregate principal amount of approximately $275 million
• Represented a client in its acquisition of certain companies operating in Alaska that own and operate offshore supply vessels, as well as related warehouse, storage and staging facilities, and that provide related marine services
• Represented multiple private equity firms in connection with formation of several upstream portfolio companies

• Represented the initial purchasers in connection with a private placement by Sunoco LP and Sunoco Finance Corp. of $1 billion in aggregate principal amount of senior notes due 2023, $800 million in aggregate principal amount of senior notes due 2026, and $400 million in aggregate principal amount of senior notes due 2028
• Represented a Canadian oil & gas drilling company in its acquisition of a drilling technology company
• Represented the underwriters in connection with a midstream master limited partnership’s issuance of $450 million in aggregate principal amount of senior notes due 2026 and the dealer manager in the concurrent cash tender offer for $350 million in aggregate principal amount of the issuer’s senior notes due 2021
• Represented the underwriters in connection with a midstream master limited partnership’s offering of $1 billion in aggregate principal amount of senior notes due 2023
• Represented the underwriters in connection with an offering by a midstream master limited partnership of $750 million in aggregate principal amount of senior notes due 2027 and $1.5 billion aggregate principal amount of senior notes due 2047
• Represented a midstream master limited partnership and its operating subsidiary in connection with the operating subsidiary’s issuance of $700 million in aggregate principal amount of Junior Subordinated Notes due 2077 and $1 billion in aggregate principal amount of Junior Subordinated Notes due 2077
• Represented the underwriters in connection with one of the largest energy infrastructure company’s public offering of $1.25 billion in aggregate principal amount of senior notes
• Represented a privately held pipeline company in its private placement of $1.4 billion in aggregate principal amount of senior notes
• Represented an upstream oil and gas company in connection with its private placement pursuant to Rule 144A of $300 million in aggregate principal amount of senior notes due 2022
• Represented publicly-held upstream entity in its bankruptcy restructuring
• Represented publicly-traded E&P corporation in its out-of-court restructuring
• Represented a public oilfield services company in its $7.3 billion acquisition of another public oilfield services company for cash and stock, and in a related exchange offer and solicitation relating to outstanding senior notes of the acquired company

Bar Admissions

Education
JD, University of Virginia School of Law, 2007BA, The University of Chicago, 2000

• Shortened Tender and Exchange Offer Periods for Non-Convertible Debt Securities
• MLP Sponsorship by High-Yield Debt Issuers