Jon W. Daly

Jon Daly focuses his practice on corporate and securities law with an emphasis on mergers and acquisitions and the representation of issuers and investment banks in all forms of capital raising transactions, including initial public offerings and public and private equity and debt offerings. He also advises companies, management teams and private equity funds in connection with private equity investments and mergers and acquisitions.

In addition, Jon advises public companies on compliance with the federal securities laws, Exchange Act reporting, corporate governance matters, Rule 144, SEC matters, NYSE and NASDAQ compliance, 10b5-1 trading plans, Regulation FD and other securities law matters. Jon has particular experience with master limited partnerships (MLPs) and clients in the energy industry, including oil and gas exploration and production, midstream, oilfield service and power generation companies and with special purpose acquisition companies (SPACs), including IPOs, anchor investments and de-SPAC transactions.

Jon’s representative transactions include:

• Represented Sunoco LP (NYSE: SUN) in its acquisition of 16 refined product terminals located across the East Coast and Midwest from Zenith Energy for US$110 million
• Represented Western Midstream Partners, LP (NYSE: WES), in the offering by its subsidiary, Western Midstream Operating, LP, of an aggregate principal amount of US$750 million of its 6.150% Senior Notes due 2033
• Represented the underwriters in connection with an offering by Southwest Airlines Co. of US$1.0 billion aggregate principal amount of senior notes (US$300 million of 5.250% notes due 2025 and US$700 million of 5.125% notes due 2027)
• Represented the underwriters in three offerings by Southwest Airlines Co. raising an aggregate of US$6.0 billion: an offering of US$2.0 billion of common stock, an offering of US$2.0 billion of 1.25% convertible senior notes due 2025 and an offering of US$2.0 billion of 4.75% and 5.25% senior notes, due 2023 and 2025, respectively
• Represented Intrepid Partners, LLC, the financial advisor to the conflicts committee of the board of directors of the ultimate general partner of Holly Energy Partners, L.P., in connection with Holly Energy Partners’ proposed merger with HF Sinclair Corporation
• Represented dealer managers in connection with Sunoco LP’s US$800 million cash tender offer to purchase outstanding senior notes due 2026, as well as the initial purchasers in connection with Sunoco LP’s concurrent Rule 144A offering of US$800 million aggregate principal amount of senior notes due 2030
• Represented Enterprise Products Partners, L.P., in connection with its public offering of US$1.75 billion of senior notes
• Represented Learn CW Investment Corporation, a SPAC, in its US$200 million initial public offering of units
• Represented Blue Ocean Acquisition Corp., a SPAC, in its definitive agreement to merge with TNL Mediagene, a digital media company formed in May 2023 by the merger of two large Asian media companies: Taipei-based The News Lens Co. (TNL) and Tokyo-based Mediagene Inc. (MG)
• Represented Blue Ocean Acquisition Corp, a SPAC, in its US$165 million initial public offering of units
• Represented initial purchasers in connection with offering by Harvest Midstream I, L.P., pursuant to Rule 144A of US$200 million in aggregate principal amount of senior notes due 2028
• Represented Apergy Corporation in connection with a private offering pursuant to Rule 144A of US$300 million in aggregate principal amount of senior notes due 2026
• Represented initial purchasers in connection with offering by Harvest Midstream I, L.P., pursuant to Rule 144A of US$600 million in aggregate principal amount of senior notes due 2028
• Represented Raymond James & Associates, Inc., as financial adviser to the Conflicts Committee of the Board of Directors of Earthstone Energy, Inc., in connection with Earthstone’s acquisition of Novo Oil & Gas Holdings, LLC, for US$1.5 billion
• Represented Stonepeak Infrastructure Partners in connection with a US$960 million equity financing for three joint ventures with Targa Resources Corp. that own interests in the Gulf Coast Express Pipeline, the Grand Prix NGL Pipeline and a fractionation train located in Mont Belvieu, Texas
• Represented American Airlines, Inc., in its investment in Vertical Aerospace, a UK-based engineering and aeronautical company developing electric vertical takeoff and landing aircraft, including American’s investment in Vertical though a private investment in public equity (PIPE) transaction. The transaction included American’s agreement to pre-order up to 250 eVOTL aircraft, representing a potential pre-order commitment of US$1 billion and an option to order an additional 100 aircraft
• Represented United Airlines in connection with its PIPE investment in Archer Aviation, a designer and developer of electric vertical takeoff and landing aircraft for use in urban air mobility networks
• Represented the underwriters in connection with the public offering by Fortune Brands Home & Security, Inc., of US$450 million 4.00% senior notes due 2032 and US$450 million senior notes due 2052
• Represented the underwriters in connection with the public offering by Hubbell Incorporated by US$300 million senior notes due 2031
• Represented United Airlines in connection with its PIPE investment in Eve Holding, Inc., a producer of eVTOL aircraft and urban air mobility infrastructure
• Represented the underwriters in connection with the US$230 million initial public offering of Integrated Rail and Resources Acquisition Corp
• Represented United Airlines Ventures in its investment in NEXT Renewable Fuels, which is permitting a flagship biofuel refinery in Port Westward, Oregon, with expected production beginning in 2026
• Represented JDH Capital Company in connection with its acquisition of Pure Archery Group, a leading manufacturer of premium archery products
• Represented Western Midstream Partners, LP, in the acquisition of remaining 50% interest in the Bone Spring natural gas processing plant located in Ward County, Texas
• Represented Mid-Con Energy Partners, LP, in connection with strategic recapitalization and purchase of its general partner from sponsor
• Represented PetroStar Services, LLC, a CSL Capital Management, L.P., backed oilfield services company, in connection with its acquisition of another oilfield services company
• Represented the conflicts committee of the Board of Directors of the general partner of a master limited partnership (MLP) engaged in the coal industry in a simplification transaction pursuant to which the incentive distribution rights and economic general partner interest the MLP’s general partner held in the MLP were eliminated in exchange for the issuance by the MLP of 56,100,000 common units to the general partner
• Represented the sales agents in connection with the commencement of an at-the-market equity program having an aggregate offering price of up to US$100 million of common units representing limited partner interests in an MLP that is one of the largest owners of oil and natural gas mineral interests in the United States
• Represented an upstream oil and gas company in a US$300 million Rule 144A private placement of senior notes
• Represented a company formed to acquire oil and natural gas mineral interests in connection with raising US$525 million, including a lead equity commitment of US$450 million from an affiliate of CPPIB Credit Investments Inc. (CPPIB Credit), a wholly-owned subsidiary of the Canada Pension Plan Investment Board (CPPIB) and US$75 million from third-party investors
• Represented an MLP engaged in the operation of convenience stores and the wholesale distribution of fuel in connection with its acquisition of the remaining 68.42 percent membership interest in Sunoco, LLC, and 100 percent interest in the legacy Sunoco retail business from Energy Transfer Partners, L.P., for approximately US$2.226 billion in a "drop-down" transaction
• Represented underwriters in US$427.5 million initial public offering of common units of an MLP that is one of the largest owners of oil and natural gas mineral interests in the United States
• Represented MLP engaged in the operation of convenience stores and the wholesale distribution of fuel in connection with its acquisition of Susser Holdings Corporation from Energy Transfer Partners, L.P., for approximately US$1.94 billion in a "drop-down" transaction
• Represented upstream MLP in connection with its US$539 million merger with Vanguard Natural Resources, LLC
• Represented MLP engaged in the operation of convenience stores and the wholesale distribution of fuel in connection with a US$214 million follow-on offering of common units
• Represented underwriters in connection with US$177.6 million follow-on offering of common units by a midstream MLP
• Represented MLP engaged in the operation of convenience stores and the wholesale distribution of fuel in connection with its acquisition of a 31.58 percent membership interest in Sunoco LLC from Energy Transfer Partners, L.P., for approximately US$816 million in a "drop-down" transaction
• Represented Hilcorp Energy Company in connection with raising US$1.24 billion from funds managed by The Carlyle Group to acquire onshore oil and natural gas properties in North America
• Represented a private oil and gas company in raising over US$1 billion of equity and debt financing to acquire producing oil and gas properties and related midstream assets in the Western Anadarko Basin
• Represented a private oil and gas company in raising over US$750 million of equity financing to invest in upstream and midstream oil and gas assets in the Mid-Continent, Texas, and Arkansas-Louisiana-Texas regions
• Represented a private equity firm in connection with its acquisition from Atlantic Power Company of three combined cycle natural gas-fired generation and cogeneration projects located in Florida
• Represented a private equity firm in connection with its acquisition from one of the world’s leading integrated energy companies of an 85 megawatt cogeneration facility located in Nevada
• Represented Primus Telecommunications Group Incorporated in connection with its merger with Arbinet Corporation
• Represented underwriters in US$183 million initial public offering of common units of an MLP engaged in wholesale fuel distribution and related businesses
• Represented upstream master limited partnership (MLP) in its US$110 million initial public offering on the NASDAQ
• Represented upstream MLP in its US$202 million initial public offering on the NYSE
• Represented underwriters in US$3.2 billion initial public offering of common stock of NYSE-listed energy transportation and storage company, which ranked as the second-largest energy IPO in U.S. history at the time
• Represented acquirer in US$3.9 billion merger with Mariner Energy, Inc.
• Represented underwriters in US$161 million initial public offering of common units of NYSE-listed coal MLP
• Represented acquirer in US$5.6 billion merger with TEPPCO Partners, L.P.
• Represented NYSE-listed natural gas gathering company in US$250 million joint venture with NYSE-listed midstream MLP
• Represented underwriters in US$305 million follow-on public offering of common units of NYSE-listed MLP
• Represented underwriters in connection with US$94 million public offering of common stock by Triangle Petroleum Corporation
• Represented acquirer in US$31 million acquisition of telecommunications company
• Represented underwriters in US$208 million secondary offering of common units of NYSE-listed coal MLP
• Represented underwriters in US$247 million offering of senior notes of NYSE-listed midstream MLP
• Represented underwriters in US$124 million offering of common units of NYSE-listed midstream MLP
• Represented underwriters in US$145 million offering of common units of NYSE-listed midstream MLP
• Represented private exploration and production company in private placement of US$350 million senior notes
• Represented conflicts committee of a midstream MLP in US$95 million acquisition of midstream gathering and treating assets
• Represented midstream MLP in US$450 million offering of senior notes
• Represented NYSE-listed pressure pumping and oilfield services company in US$250 million public offering of senior notes
• Represented NASDAQ-listed drilling and marine services company in US$250 million private placement of convertible senior notes
• Represented underwriters in US$208 million public offering of common units of NYSE-listed midstream MLP
• Represented underwriters in US$350 million public offering of senior notes of NYSE-listed midstream MLP
• Represented underwriters in US$1.5 billion public offering of three series of senior notes issued by NYSE-listed midstream MLP
• Represented conflicts committee of a midstream MLP in US$734 million acquisition of the publicly traded corporate owner of its general partner
• Represented midstream MLP in US$750 million "drop-down" transaction and with related US$349 million public offering of common units
• Represented Special Committee of EGL, Inc., a publicly traded company that initially entered into a going-private transaction with a management-led group, but later terminated that agreement, paid a break-up fee and was acquired by CEVA, an affiliate of Apollo Management, for US$2.3 billion
• Represented NASDAQ-listed drilling and liftboat services company in US$2.3 billion acquisition of NYSE-listed provider of oil and gas drilling services
• Represented E&P MLP in connection with its formation and US$120 million initial public offering of units
• Represented underwriters in US$267 million offering of common units by selling unitholders of NYSE-listed midstream MLP
• Represented underwriters in private placement of US$600 million senior notes issued by development-stage natural gas pipeline joint venture
• Represented underwriters in private placement of US$450 million senior notes issued by midstream MLP
• Represented underwriters in public offering of US$500 million senior notes issued by NYSE-listed midstream MLP
• Represented investors in US$70 million PIPE offering by NYSE-listed provider of natural gas contract compression services
• Represented NYSE-listed midstream MLP in US$1.22 billion "drop-down" transaction and with related public and private equity and 144A debt financing transactions
• Represented NYSE-listed midstream MLP in US$2.4 billion merger with another NYSE-listed midstream MLP
• Represented NASDAQ-listed drilling and liftboat services company in US$50 million acquisition of liftboat assets in Nigeria from a large oilfield services company