In the News

Haynes and Boone Represents WhiteWave in $600 Million Purchase of the Earthbound Farm Organic Food Brand

DALLAS – A team of Haynes and Boone, LLP lawyers advised WhiteWave in its just-announced $600 million acquisition of the organic food brand Earthbound Farm from its existing shareholders led by Kainos Capital and founders Drew & Myra Goodman.

Dallas Partner Jan Sharry was assisted in the deal by Dallas Partner John McGowan, Dallas Associates Brandon McCoy, Anthony Montague and Suzie Trigg, Houston Associate Kendall Hollrah and New York Of Counsel Sam Lichtman. >>



Kendall D. Hollrah

Associate

Houston


1221 McKinney Street
Suite 2100
Houston, Texas 77010
T +1 713.547.2089
F +1 713.236.5465

Areas of Practice

Education

  • J.D., University of Houston Law Center, 2005, magna cum laude; Order of the Coif; Managing Editor, Houston Law Review
  • B.A., Trinity University, 1999

Bar Admissions

  • Texas, 2005
Kendall D. Hollrah

Kendall Hollrah is an Associate in the Capital Markets and Securities practice group. His practice focuses primarily in the areas of capital markets and securities, mergers and acquisitions, and general corporate law. Kendall represents publicly traded and privately held companies in the energy industry in public offerings and private placements, debt and equity transactions, securities law compliance and corporate governance. He has also worked with clients in the information technology, finance, hospitality and insurance industries.

Selected Client Representations

Capital Markets Transactions

  • Represented a public E&P company in a collective $1.3 billion Rule 144A note offerings.
  • Represented an upstream MLP in its $90 million initial public offering and subsequent debt and equity offerings totaling over $1.4 billion.
  • Represented a private E&P company in a $250 million Rule 144A note offering and subsequent $250 million tack-on offering.
  • Represented a leader in payroll and HR technology in its initial public offering of $114.6 million of common stock, including shares sold by selling shareholders.
  • Represented a large energy retailer in the initial public offering of its indirect parent company on the Toronto Stock Exchange.
  • Represented an oil and gas services company in its $90 million initial public offering representing 7.5 million shares of common stock.
  • Represented an oil and gas services company in a $200 million Rule 144A offering.
  • Represented an oil and gas services company in a $300 million Rule 144A offering.
  • Represented an oil and gas services company in a $38.9 million public offering of common stock in connection with the financing of an acquisition of the onshore seismic business of a major competitor.
  • Represented a subsidiary of an oil and gas services company in a $300 million Rule 144A note offering in connection with the financing of an acquisition of the onshore seismic business of a major competitor.
  • Represented an insurance company in a $300 million public note offering.
  • Represented a publicly traded master limited partnership in the negotiation, documentation and closing of a $150 million secured, revolving credit facility from a group of lenders subject to a borrowing base tied to the value of proved reserves attributable to its oil and gas properties.
  • Represented an oil and gas exploration and production company in the negotiation, documentation and closing of a $15 million, multiple advance term loan facility from a private equity fund to a special purpose entity formed to acquire and develop certain oil and gas properties, secured by such properties with limited recourse to the project sponsor.

Mergers and Acquisitions

  • Represented a dairy and branded food provider in a $600 million acquisition of an organic produce producer.
  • Represented a leading sales and marketing services company in the consumer goods industry in a transaction that facilitated a majority investment by a private equity fund.
  • Represented a public chemical company in multiple acquisitions of chemical plants, including acquisitions in the United States, the United Kingdom, France, Italy, Singapore and Malaysia.
  • Represented a major public restaurant company in the sale of more than 120 restaurants to a venture fund.
  • Represented a custom injection molding plastics company in its sale of assets.

Recent Publications

  • "SEC Adopts New Rules to Facilitate Rights of Shareholders to Nominate Directors," co-author, Haynes and Boone Client Alert, September 1, 2010.
  • "Learning to Live Together: Exploring Interactions Between Bankruptcy Law and Energy Law," Houston Law Review, 2005.

Civic Leadership

  • Theatre Under the Stars (TUTS), Board Member

Memberships

  • Association of Corporate Growth, Houston Chapter, Membership Committee Member
  • State Bar of Texas
  • Houston Bar Association

Selected Representative Experience


Ultra Petroleum Corp. Private Placement of Senior Notes
Successfully represented Ultra Petroleum Corp., a public independent oil and gas company engaged primarily in the development, production, operation, exploration and acquisition of oil and natural gas properties, in the private placement of $850 million aggregate principal amount of 6.125 percent Senior Notes due 2024.

Freeport Power Refinancing
Acted as lenders counsel in the refinancing of an inside-the-fence cogeneration facility located in Freeport, Texas. Transaction involved (i) analyzing and advising the lenders on the underlying project documents and relevant regulatory requirements, (ii) advising the lenders on loan and security documents as they relate to Texas law, and (iii) preparing the Deed of Trust and other Texas security filings. Mizho Bank, Ltd. acted as mandated lead arranger and administrative agent, Sumitomo Mitsui Banking Corporation acted as mandated lead arranger and documentation agent, and the Bank of Tokyo-Mitsubishi UFJ, Ltd. acted as mandated lead arranger, technical bank, insurance bank, and modeling bank. Other parties involved in the transaction included Freeport Power Limited, as borrower, GDF Suez Energy North America and Toyota Tsusho Corporation (through subsidiaries), as project sponsors, and The Dow Chemical Company, as lessor, operator, and toller.

Purchase of Flomax Products, Inc.
Represented Shale-Inland Holdings, LLC in its acquisition of Flomax Products, Inc.

Endeavor Energy Resources Tack-On Offering
Represented Endeavor Energy Resources, L.P. in a tack-on public offering of $250 million senior notes.

Purchase of Intellectual Property Assets
Represented an energy services company in its acquisition of intellectual property assets from Harris Machining, LLC.

Ultra 5.75 Percent Senior Notes due 2018 Offering
Successfully represented Ultra Petroleum Corp. (NYSE: "UPL"), an independent oil and natural gas company, in a private placement of $450 million aggregate principal amount of 5.75 percent Senior Notes due 2018.

Purchase of Earthbound Farm
Represented The WhiteWave Foods Company in its $600 million acquisition of the organic food brand, Earthbound Farm, from its existing shareholders, Kainos Capital and founders Drew and Myra Goodman.

EV Energy Partners, LP Public Offering of 5.75 Million Common Units
Represented EV Energy Partners, L.P., an independent oil and natural gas company, in a public offering of 5.75 million common units representing limited partner interests.

KMG Chemicals Inc. Acquisition of Ultra Pure Chemicals Subsidiaries
Represented KMG Chemicals, Inc., a global provider of specialty chemicals to select markets, in its $63.3 million acquisition of the Ultra Pure Chemicals subsidiaries of OM Group, Inc. located in the United States, England, Singapore, Malaysia and France.

2013 Series A Preferred Stock Offering
Successfully represented Callon Petroleum Company (NYSE: "CPE"), an independent oil and natural gas company, in an underwritten public offering of 1,578,948 shares of non-convertible 10 percent Series A Cumulative Preferred Stock with gross proceeds of approximately $75 million.

$160 Million Senior Secured Advancing Term Loan and $10 Million Equity Investment
Represented investment firm in credit facility with oil and gas waste disposal company and corresponding equity investment in company. Proceeds were used to refinance existing indebtedness and fund an acquisition.

2013 Tack-On Offering of 9.375 Percent Senior Notes Due 2020
Successfully represented Landry's Inc., a privately held company engaged primarily in the ownership and operation of restaurants, hotels and casinos, in a Rule 144A tack-on offering of $235 million aggregate principal amount of their 9.375 percent Senior Notes due 2020.

Sale of Majority Stake in CROSSMARK Holdings, Inc.
Represented CROSSMARK Holdings, Inc. in transaction which facilitated a majority investment by an affiliate of Warburg Pincus, LLC.

XZ Joint Venture
Represented U.S. pressure control products manufacturer and distributor in its $8 million joint venture with a Chinese petrochemical machinery company.

Deutsche Bank/Green Energy Team Hawaii Biomass Project
Represented Deutsche Bank Securities Inc., as Mandated Lead Arranger and Lender for a $76.1 million loan facility to fund construction of a 7.5-megawatt (net) biomass-to-energy facility on the island of Kaua'i, Hawaii.

$60 Million Senior Secured Credit Facility
Represented administrative agent and lender in a $60 million senior secured credit facility and equity kicker agreement with a borrower in the oil and gas waste disposal business.

Combination of Energy Companies
Represented one of the largest independent energy retailers that markets and sells electricity and natural gas in the U.S. in a combination with Public Power, LLC, in order to form the resulting parent company, Crius Energy, LLC, of both entities.

Debt Offering - EV Energy Partners, LP
Successfully represented EV Energy Partners, LP and EV Energy Finance, in the public issuance of $200 million aggregate principal amount of 8 percent Senior Unsecured Notes, due 2019.

Initial Public Offering of 10 Million Trust Units
Represented one of the largest independent energy retailers that markets and sells electricity and natural gas in the U.S. in the initial public offering of its indirect parent company on the Toronto Stock Exchange. The initial public offering of 10 million trust units of the parent raised $100 million. The majority of the net proceeds of the offering were used to purchase an approximate 26.8% interest in the client.

Acquisition of Offshore Oil and Gas Properties in Conjunction with Listing on the AIM
Represented Silvermere Energy PLC in the formation of a U.S. based subsidiary and in Silvermere's subsequent acquisition of offshore oil and gas assets in the coastal waters of Texas. Additionally, served as U.S. counsel in conjunction with Silvermere's placement on the London Alternative Investment Market.

Represented GeoMet, Inc. in Resale Registration Statement by Selling Shareholders
Represented GeoMet, Inc. in filing of resale registration statement by holders of senior convertible preferred stock.

Represented Geokinetics Inc. in Resale Registration Statement by Selling Shareholder
Represented Geokinetics Inc. in filing of resale registration statement by selling shareholder.

Represented Global Geophysical Services, Inc. in $90 Million Initial Public Offering
Represented Global Geophysical Services, Inc. in its $90 million initial public offering representing 7.5 million shares of common stock.

Represented Global Geophysical Services, Inc. in $200 Million Rule 144A Note Offering
Represented Global Geophysical Services, Inc. in a $200 million Rule 144A offering of its 10 1/2 percent Senior Notes due 2017.

144A Notes Offering
Represented Geokinetics, Inc. in a $300 million placement of senior secured notes under Rule 144A and Regulation S.

Public Stock Offering
Represented Geokinetics, Inc. in a $36.7 million public offering of common stock.

Represented Geokinetics Inc. in Rule 144A Note Offering
Represented Geokinetics Holdings USA, Inc., a subsidiary of Geokinetics Inc., in $300 million Rule 144A offering of 9.75 percent senior secured notes due 2014 in connection with financing of acquisition of onshore seismic business of Petroleum Geo-Services, ASA.

Represented Geokinetics Inc. in Common Stock Offering
Represented Geokinetics Inc. in $38.9 million common stock offering in connection with financing of acquisition of onshore seismic business of Petroleum Geo-Services, ASA.

Represented HCC Insurance Holdings, Inc. in $300 Million Registered Note Offering
Represented HCC Insurance Holdings, Inc. in a registered offering of $300 million aggregate principal amount of its 6.3 percent Senior Notes due 2019.

Sale of Assets
Represented a custom injection molding plastics company in its sale of assets.

Acquisition of Decca Consulting
Represented Stratum Holdings, Inc. in its purchase of stock from Decca Consulting, Ltd.

Sale of Restaurants to Venture Fund
Represented a major public restaurant company in the sale of more than 120 restaurants to a venture fund.

$150 Million Secured Revolving Credit Facility - Oil and Gas
Represented a publicly traded master limited partnership in the negotiation, documentation and closing of a $150 million secured, revolving credit facility from a group of lenders subject to a borrowing base tied to the value of proved reserves attributable to its oil and gas properties.

$15 Million Multiple Advance Term Loan Facility - Oil and Gas
Represented an oil and gas exploration and production company in the negotiation, documentation and closing of a $15 million, multiple advance term loan facility from a private equity fund to a special purpose entity formed to acquire and develop certain oil and gas properties, secured by such properties with limited recourse to the project sponsor.

Acquisition of Cymri Corporation
Represented Stratum Holdings, Inc. in its acquisition of Cymri Corporation.

Online Publications

09/01/2010 - SEC Adopts New Rules to Facilitate Rights of Shareholders to Nominate Directors
Companies are now required to grant proxy access to director nominees submitted by shareholders pursuant to new rules adopted by the Securities and Exchange Commission (the "SEC") on August 25, 2010. 

Learning to Live Together: Exploring Interactions Between Bankruptcy Law and Energy Law