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J.D., cum laude, University of Houston Law Center, 2009

B.A., magna cum laude, History and International Studies, Texas A&M University, 2003




Adam Nalley is a partner in the corporate practice group of Porter Hedges. His practice focuses on representing public and private companies in a variety of corporate and securities matters, including equity and debt capital markets transactions, mergers and acquisitions, SEC compliance, private equity investments, corporate governance and general corporate and commercial matters.

Adam has represented clients across a range of industries, including the energy (upstream, midstream and downstream), oilfield services, clean tech, death care services and manufacturing industries. He also represents investment banking firms, investors and issuers in capital market transactions.

Adam has been selected for inclusion in Texas Rising Stars since 2014 for Mergers & Acquisitions.

While in law school, Adam served as a Notes and Comments Editor of the Houston Law Review. Adam is also a member of the Order of the Barons.

Representative Experience

Recent Highlights

  • Representation of a NYSE listed diversified energy company in multiple transactions, including its $45 million acquisition of select refining assets in Hawaii, its financing of its $358 million acquisition of a refinery and logistics business in the Pacific Northwest, its $300 million senior secured notes offering, its common stock rights offerings totaling $100 million, its $115 million convertible senior notes offering and its $74.8 million registered direct offering of common stock
  • Representation of a NYSE listed death care services company in its offering of $325 million of senior notes and in its exchange of approximately $115 million of its convertible senior notes for common stock and cash
  • Representation of a private equity firm in its majority investment in a construction services company
  • Representation of the seller in connection with the sale of its Texas-based frac valves business to a private equity fund for $30 million
  • Representation of a NYSE listed exploration and production company in a private placement and exchange offer of $200 million of senior notes
  • Represented the seller in connection with the sale of an IT services business to a private equity investor

Additional Experience

  • Representation of a NYSE listed exploration and production company in a $200 million senior note offering
  • Representation of private equity investor in recapitalization and acquisition of several oilfield services companies
  • Representation of the special committee of the board of directors in a going private transaction
  • Representation of Cameron International Corporation (NYSE: CAM) in the stock acquisition of LeTourneau Technologies Drilling Systems, Inc. from Joy Global (NYSE: JOY) in a transaction valued at $375 million.
  • Representation of underwriters of an exploration and production company’s $250 million IPO focused on exploration, acquisition, and development of oil and natural gas resources in the Eagle Ford shale
  • Representation of NYSE Amex listed international offshore drilling company in Rule 144A note offering of $1 billion, and subsequent tack-on offering of $225 million
  • Representation of underwriters in IPOs and follow-on public offerings of equity securities by companies in the energy industry
  • Representation of private equity firms in portfolio company investments, acquisitions and dispositions
  • Representation of NYSE oilfield services company in an internal reorganization of its domestic and international subsidiaries
  • Formation and capitalization of new business entities
  • The negotiation of joint ventures, stockholder agreements and limited liability company agreements
  • Preparation and review of various commercial agreements
  • Acquisitions by both publicly and privately held companies in various industries
  • General representation of publicly held companies with respect to corporate governance and SEC reporting and compliance matters

Professional / Civic Affiliations

  • State Bar of Texas, Member
  • Houston Bar Association, Member
  • Houston Young Lawyers Association, Member