Gislar Donnenberg

Gislar Donnenberg concentrates his practice on capital markets and mergers and acquisitions, including initial public offerings, equity and debt offerings, both private and public, primarily in the energy space, covering all aspects from upstream, midstream to downstream. He has also worked in the real estate, aviation, chemicals, biotechnology, Fintech and health care industries.

Gislar regularly advises publicly traded limited partnerships (MLPs) and assists public company clients with corporate and partnership governance issues, including audit, compensation and conflicts committees.

During his career, Gislar has worked on numerous IPOs and was lead counsel on more than 10 IPOs as both issuer's counsel and underwriters' counsel. Gislar also was lead counsel or MLP lead counsel in several high-profile public mergers, including the purchase by a public corporation of the general partner of an MLP, as well as numerous acquisition and MLP "drop down" transactions.

Gislar’s representative transactions include:

Mergers and Acquisitions:

• CrossAmerica Partners LP (NYSE:CAPL), a wholesale fuel partnership, in an equity restructuring to eliminate the partnership’s incentive distribution rights
• Sale of mineral and royalty interests held by Haymaker Minerals & Royalties, LLC, to Kimbell Royalty Partners LP (NYSE:KRP) in connection with an UP-C restructuring and tax status change from a pass-through partnership to a taxable entity, registration and sale of the public equity component of the sales consideration
• CrossAmerica Partners LP in a $184.5 million whole sale fuel and convenience store asset exchange with Circle K Stores Inc., a wholly owned subsidiary of Alimentation Couche-Tard
• A private equity-backed seller in the sale of approximately $950 million of oil and gas interests in the Delaware Basin to a publicly traded company in exchange for cash and shares
• CST Brands, Inc., a NYSE-listed convenience store operator, in the restructuring and sale of a 5% interest in its wholesale fuel supply business to CrossAmerica Partners LP for $50.4 million
• CST Brands, Inc., in two dropdown transactions to CrossAmerica Partners LP for total consideration of approximately $261.5 million, including the sale of newly constructed stores and a 12.5% interest in CST’s wholesale fuel supply business
• Crestwood Midstream Partners LP and its conflicts committee in the $7.5 billion merger with Crestwood Equity Partners LP (NYSE:CEQP)
• Crestwood Midstream Partners LP and its conflicts committee in the joint purchase with Brookfield Infrastructure Group of the Tres Palacios natural gas storage facility from Crestwood Equity Partners LP for $130 million
• CST Brands, Inc., in the purchase of the general partner of Lehigh Gas Partners LP, all of the subordinated units and an approximately 20% limited partner interest from the Topper Group
• Valero L.P. (NYSE:VLI) in the merger with Kaneb Services LLC (NYSE:KSL) and Kaneb Pipe Line Partners, L.P. (NYSE:KPP), to form the largest terminal operator and second-largest petroleum liquids pipeline operator in the United States

Capital Markets:

• Registration by a selling shareholder of an approximately $500 million stake in a Cyprus-based Russian payment services company listed as a foreign private issuer on Nasdaq
• Issuer Tender Offer by Epsilon Energy Inc. (Nasdaq:EPSN) for common shares in compliance with U.S. and Canadian securities regulations
• Underwriters in the public offering of ADRs sold by Sequans Communications S.A. (NYSE:SQNS), a French 5G chip and modules developer
• Nasdaq listing of a public Canadian oil and gas company previously listed on TSX
• Atlas Growth Partners LP, an exploration and production partnership, in the restructuring of its capital structure and the registration of $1 billion in partnership securities
• CrossAmerica Partners LP in the public offering of 4,600,000 common units for approximately $160 million
• NuStar Logistics, L.P., a midstream partnership, in the public offering of $300 million of senior notes

IPOs:

Health Care:

• Take private hospital management company public in a reverse merger with an existing public company and simultaneous Nasdaq listing. Deal value approximately $1.3 billion
• Represent sponsor of private health care company in de-SPAC transaction, related S-1 and monetization of public company shares owned by Sponsor. Deal value approximately $740 million

Midstream:

• Oiltanking Partners, LP (NYSE:OILT), represented the underwriters in the $215 million initial public offering of the terminalling and storage limited partnership
• El Paso Pipeline Partners LP (NYSE:EBP), a partnership formed by El Paso Corp. to own and operate natural gas transportation pipelines, in its $500 million initial public offering
• Shamrock Logistics LP (NYSE:UDL), a crude oil and refined product pipelines operator, in its initial public offering of $110 million common units
• Valero GP Holdings, LLC (NYSE:VEH), in its $380 million initial public offering
• Buckeye GP Holdings, LLC (NYSE: BGH), represented the underwriters in its $180 million initial public offering

Exploration & Production:

• LRR Energy, LP (NYSE:LRE), a limited partnership formed by affiliates of Lime Rock Resources to operate, acquire and develop producing oil and natural gas properties, in its $190 million initial public offering
• Legacy Reserves, LP (Nasdaq:LGCY), a crude oil producer in the Permian Basin, in its $85 million private equity offering and subsequent public registration
• Linn Energy, LLC (Nasdaq:LINE), a natural gas producer in Appalachia formed by Quantum Resources, in its $284 million initial public offering

MLP Counsel:

• CVR Partners, LP (NYSE:UAN), a partnership formed by CVR Energy, Inc., to own and operate its fertilizer business, in its $350 million initial public offering
• Atlas Growth Partners, LP, in the public registration of $1 billion in partnership securities