Nick D. Nicholas

Education

J.D., University of Houston Law Center, 1977

B.B.A., University of Texas at Austin, 1974

Admissions

Texas

Nick’s representations have included the following:

Public M&A and Capital Markets Transactions

• A NYSE energy company in negotiating a joint development agreement and ancillary agreements regarding a $3.2 billion acquisition of Marcellus Shale assets.
• $2.4 billion merger of an NYSE offshore drilling contractor with an NYSE oilfield service company.
• $2.0 billion merger of a land drilling contractor with a Canadian oilfield services company.
• A merger of equals of two publicly held oilfield services companies, including Board responses to three unsolicited, competing offers.
• An offshore drilling contractor in two equity public offerings totaling $480 million.
• A land drilling contractor in a $200 million equity public offering.
• An oil and gas exploration company and a computer services and hardware provider as issuer’s counsel for IPOs.
• Counsel to the book-running underwriter’s counsel in a downhole tool company IPO.
• A publicly-held company in acquiring by merger a financially troubled, publicly-held oil and gas exploration company.
• An oil and gas exploration company in its public offering of convertible preferred stock.
• A drilling company in its Rule 144A offerings of $400 million of debt securities and convertible debt securities.
• An acquirer in obtaining a controlling interest in a publicly held upstream oil and gas company by acquiring outstanding indebtedness and by direct investment in the company.

Private Company M&A and Finance Transactions

• Multiple management teams in forming private equity-backed upstream oil and gas exploration companies.
• A private equity sponsor in forming midstream and oilfield services companies.
• The majority owner of a midstream oil and gas gathering company regarding governance matters.
• The business combination of two major and competing diesel fuel distribution companies.
• An acquirer of wholesale fuel distribution and retail fuel sales businesses.
• Sellers of a wholesale food distribution business.
• The acquisition an upstream energy company in a Section 363 Bankruptcy Court proceeding.
• A debtor in selling a building materials construction business in a Chapter 11 Plan sale.
• The management buy-out of an environmental treatment, storage and disposal (TSD) subsidiary from a publicly-held parent corporation, concurrent equity investment by a new investor, and subsequent disposition to multiple private equity buyers.
• The acquisition of a directional drilling and MWD tool business.
• The leveraged acquisition of an electrical cable manufacturing plant, and its subsequent disposition to a publicly-held company.
• A consolidator of funeral homes and cemeteries in a leveraged acquisition program financed by multiple equity investment rounds by three venture capital firms and senior, secured loans.
• Negotiated settlements of business disputes through buy-outs of co-owners or company reorganizations in numerous industries, including upstream oil and gas, marine transportation, real estate, environmental waste processing, securities brokerage, disaster recovery, and pipeline maintenance.

Special Committee Representation and Internal Investigations

• A publicly-held company in an internal investigation and report concerning a stockholder derivative action alleging improper revenue recognition policies.
• Special counsel to committee of board of directors in a $480 million “conflict of interest” transaction with a controlling shareholder.
• A governmental entity in an internal investigation and report regarding allegations of improper bid evaluation and contract awards.

News

Media Mentions

Publications

State Bar of Texas, Business Law Section, Member

American Bar Association, Section on Corporations, Banking and Business Law, Federal Regulation of Securities Committees, Member

Houston Bar Association, Member