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Nick Nicholas is a partner in the corporate practice group of Porter Hedges. He has in-depth experience in the representation of publicly-held and privately-owned companies in upstream energy and oil field service industries. During his 35+ years of private practice, Mr. Nicholas has gained the first-hand experience and practical judgment necessary to successfully complete the most challenging engagements in corporate finance, mergers and acquisitions, SEC reporting and compliance, negotiated settlements of business disputes and board and special committee representation. He has also represented clients engaged in a diverse array of businesses, including oil and gas exploration and production, industrial products manufacturing, environmental treatment and disposal, securities trading, death care, and computer software and technology.

Nick has been selected for inclusion in The Best Lawyers in America in Securities/Capital Markets law since 2013, Texas Super Lawyers in Securities/Corporate Finance Law from 2004-2017 and Super Lawyers, Business Edition in the area of Securities and Corporate Finance since 2008.

Representative Experience

Public M&A and Capital Markets Transactions

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

Private Company M&A and Finance Transactions

  • Represented multiple management teams in formation of private equity backed upstream oil and gas exploration companies.
  • Represented private equity sponsor in formation of midstream and oilfield services companies.
  • Counseling of majority owner of midstream oil and gas gathering company regarding governance matters.
  • Business combination of two major and competing diesel fuel distribution companies.
  • Represented acquirer of wholesale fuel distribution and retail fuel sales businesses.
  • Represented sellers of wholesale food distribution business.
  • Acquisition of upstream energy company in Section 363 Bankruptcy Court proceeding.
  • Sale of building materials construction business for debtor in Chapter 11 Plan sale.
  • MBO of environmental treatment, storage and disposal (TSD) subsidiary from publicly-held parent corporation, concurrent equity investment by new investor and subsequent disposition to multiple private equity buyers.
  • Acquisition of directional drilling and MWD tool business.
  • Leveraged acquisition of electrical cable manufacturing plant, and subsequent disposition to publicly-held company.
  • Leveraged acquisition program financed by multiple equity investment rounds by three venture capital firms and senior, secured loans for a consolidator of funeral homes and cemeteries.
  • Negotiated settlements of business disputes through buy-out of co-owners or company reorganization 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

  • Internal investigation and report for publicly-held company concerning 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.
  • Internal investigation and report for governmental entity regarding allegations of improper bid evaluation and contract awards.

Professional / Civic Affiliations

  • Martindale Hubbell AV Rated Attorney
  • American Bar Association, Member of Section on Corporations, Banking and Business Law, Federal Regulation of Securities Committees
  • State Bar of Texas, Member of Business Law Section
  • Houston Bar Association, Member

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