• Corporate
  • Mergers and Acquisitions
  • Securities
• Chemical and Refining Industry Team
• Securities and Corporate Governance Team
• Energy Industry Team

Jess Frey’s principal areas of practice are corporate finance and securities, mergers, acquisitions and divestitures, and corporate governance. Mr. Frey has represented clients in connection with a wide range of corporate finance transactions, including initial public offerings, follow-on public equity and debt offerings, secondary offerings and private placements. He has negotiated and structured asset and stock acquisitions and has represented clients in connection with commercial loans. Mr. Frey has also advised clients on compliance with the securities laws, as well as general corporate matters. His clients include master limited partnerships, public companies, investment banks, coal companies, waste management companies, startup companies, energy companies, oilfield service companies and construction companies.

Corporate Finance and Securities

• Represented numerous energy companies in initial public offerings.
• Represented sponsors and issuers in initial public offerings of master limited partnership units.
• Represented numerous master limited partnerships, companies and underwriters in follow-on public equity and debt offerings.
• Represented energy companies and master limited partnerships in private placements of equity and debt securities.
• Represented shareholders of an oilfield services company in a secondary offering of their shares.
• Represented a parent of a master limited partnership in a secondary offering of its common units.
• Represented companies and master limited partnerships in the registration of equity and debt securities.
• Represented master limited partnerships in unit splits.
• Prepared and filed periodic reports and current reports on Form 8-K.
• Advised clients on filing obligations under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
• Researched, drafted memoranda and advised clients on corporate and securities law issues, including the interpretation and construction of Regulation S-K, Regulation G, Regulation FD and Regulation M.
• Drafted organizational documents for the general partner and the master limited partnership in connection with an initial public offering.

Mergers, Acquisitions and Divestitures

• Represented a leading Houston-based energy advisory firm specializing in acquisitions and divestitures in the exploration and production sector in connection with the sale of all of its stock to a public international investment bank and diversified financial services company.
• Represented a leading waste management company in connection with its acquisition of a private company.
• Represented a master limited partnership in connection with its acquisition of a petroleum products pipeline and related financing.
• Represented an independent energy management company in connection with the sale of all of its assets to a leading privately held energy management firm.
• Represented a private millwork and construction services company in connection with the sale of all of its assets to a public company that is the leading supplier of construction products, materials and services across Europe and North America.
• Represented a public concrete company in connection with the sales of its assets in Delaware, Maryland, Mississippi and Tennessee as part of its divestiture program.
• Represented a private power plant company in connection with an equity investment by an energy private equity fund based in Houston, Texas.
• Represented a public company in connection with its acquisition of a private company that rents mobile surveillance units.
• Represented an electric cooperative in connection with the acquisition of a participation interest in a 900-megawatt coal-fired power generation facility.
• Drafted and negotiated a contribution agreement in connection with the initial public offering of a master limited partnership, whereby the operative provisions of the contribution agreement were based on an algorithm that was a function of the price of the securities offered.

Corporate Governance

• Represented a master limited partnership in connection with substantive non-consolidation matters and the implementation of procedures to de-link its credit rating from the ratings of its sponsor or parent entities.
• Researched, drafted memoranda and advised clients on corporate issues, including whether the sale of certain assets of a company constitute the sale of “all or substantially all of” that company’s assets.
• Drafted entity formation and conversion documents under Texas, Delaware and Oklahoma law.
• Researched and advised clients on the governance regulations under NYSE and Nasdaq.
• Drafted resolutions for corporate clients and master limited partnerships.

• J.D., The University of Mississippi School of Law, magna cum laude (2001)
  • Member, Mississippi Law Journal
  • Member, Journal of National Security Law
  • Recipient, Mississippi Bar Business Law Section Scholarship
  • Recipient, Outstanding Student Award, Corporations (2000)
  • Recipient, Outstanding Student Award, Contracts (1999)
  • Recipient, Sweat Family Scholarship in Law
• B.S., Louisiana State University, magna cum laude (1998)
  • Member, Phi Eta Sigma National Honor Society
  • Recognized, Dean’s List (all eight semesters)
  • Recipient, Paul M. Horton Chemical Engineering Award

• Member, State Bar of Texas
• Member, American Bar Association
• Member, Houston Bar Association