Bryan D. Flannery
Overview
Bryan Flannery is a corporate partner in the Houston office of Kirkland & Ellis LLP. His practice concentrates on capital markets transactions, corporate governance and securities law compliance. He represents issuers and underwriters in connection with high yield notes offerings, initial public offerings, bridge lending commitments, follow-on equity offerings and debt exchange offers and tender offers.
Experience
Representative Matters
Since joining Kirkland, Bryan's representative transactions have included:
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Northern Oil and Gas, Inc. (NYSE: NOG) in connection with its follow-on offering of 7,647,500 shares of its common stock for gross proceeds of $229.4 million
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Northern Oil and Gas, Inc. (NYSE: NOG) in its private placement of $500 million of new 8.750% senior notes due 2031
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Ascent Resources in its $212 million issuance of additional 8.250% senior notes due 2028
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Noble Finance II LLC, a wholly owned subsidiary of Noble Corporation plc (NYSE: NE), in its 144A/Reg S offering of $600 million of senior unsecured notes
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Northern Oil & Gas, Inc. (NYSE: NOG) in its upsized $500 million 144A offering of convertible senior notes and associated capped call and share repurchase transactions
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Whiting Petroleum Corp. (NYSE: WLL) in its $6 billion merger of equals with Oasis Petroleum Inc. (NASDAQ: OAS)
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Civitas Resources Inc. (NYSE: CIVI) in its $346 million acquisition of Bison Oil & Gas II LLC
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Northern Oil and Gas, Inc. (NYSE: NOG) in connection with its combined primary and secondary underwritten follow-on offering of an aggregate 10,000,000 shares of common stock for gross proceeds to the company of $190 million
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Northern Oil and Gas, Inc. (NYSE: NOG) in connection with its add-on offering of $200 million aggregate principal amount of additional 8.125% Senior Notes due 2028
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Consortium and KKR in the $15 billion all-cash acquisition of CyrusOne Inc. (NASDAQ: CONE)
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Talos Energy Inc. (NYSE: TALO) in connection with an underwritten secondary offering of 6,000,000 shares of its common stock
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Civitas Resources in its inaugural 144A/Reg S offering of $400 million in senior unsecured notes
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Strathcona Resources Ltd. in its inaugural offering of $500 million of its 6.875% senior notes due 2026
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Talos Energy Inc. (NYSE: TALO) in connection with an underwritten secondary offering of 5,000,000 shares of its common stock
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Northern Oil and Gas, Inc. (NYSE: NOG) in connection with its follow-on offering of 5,750,000 shares of its common stock for gross proceeds of $100.6 million
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Ascent Resources Utica Holdings, LLC in its offering of $400 million of its new 5.875% senior notes due 2029
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Extraction Oil & Gas, Inc. (NASDAQ: XOG) in Civitas Resources, Inc.’s $4.5 billion acquisition of Crestone Peak Resources
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KKR in its $4.475 billion acquisition of the Atlantic Aviation business of Macquarie Infrastructure Corp.
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Extraction Oil & Gas, Inc. (Nasdaq: XOG) in its approximately $2.6 billion all-stock merger of equals with Bonanza Creek Energy, Inc. (NYSE: BCEI)
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Star Peak Corp II (NYSE: STPC), a special purpose acquisition company, on its $1.35 billion business combination with Benson Hill, Inc., a sustainable food technology company
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Sustainable Opportunities Acquisition Corporation (NYSE: SOAC), an ESG-focused special purpose acquisition company (SPAC), on a $2.9 billion transaction that will lead to DeepGreen Metals Inc. (which will operate as “The Metals Company”), a developer of lower-impact battery metals from unattached seafloor polymetallic nodules, becoming publicly listed
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Northern Oil and Gas, Inc. in its public offering of 14,375,000 shares of common stock and a private placement of $550 million of new 8.125% senior notes due 2028 in connection with its acquisition of certain non-operated natural gas assets in the Appalachian Basin from a subsidiary of Reliance Industries Ltd.
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Northern Oil and Gas, Inc. in its tender offer for any and all of its outstanding 8.50% senior secured second lien notes due 2023 and related consent solicitation
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Talos Production Inc., a wholly owned subsidiary of Talos Energy Inc. (NYSE: TALO), in connection with its upsized add-on offering of $150 million of additional 12.00% Second-Priority Senior Secured Notes due 2026
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Magnetar Capital in the $402 million initial public offering of Star Peak Corp II (NYSE: STPC), a blank check company sponsored by affiliates of Magnetar and Triangle Peak Partners
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Talos Production Inc., a wholly owned subsidiary of Talos Energy Inc. (NYSE: TALO), in connection with its upsized offering of $500 million of its new 12.00% Second-Priority Senior Secured Notes due 2026
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Talos Energy Inc. (NYSE: TALO) in connection with its follow-on offering of 8,250,000 shares of its common stock for gross proceeds of $73 million
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Ascent Resources Utica Holdings, LLC in connection with its offering of 300,000,000 of its new 8.250% senior notes due 2028
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Ascent Resources Utica Holdings, LLC in its exchange of approximately $856.7 million of existing senior unsecured notes for approximately $537.8 million of new second lien term loans and $339.7 million of new senior unsecured notes
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Certain affiliates of The Energy & Minerals Group, First Reserve Management, L.P. and Riverstone Holdings LLC in their modified "Dutch Auction" tender offer for a portion of Ascent Resources Utica Holdings, LLC's and ARU Finance Corporation's outstanding 9.00% Senior Notes due 2027
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Star Peak Energy Transition Corp. (NYSE: STPK), a special purpose acquisition company, on its $1.35 billion business combination with Stem, Inc., a global leader in clean energy storage systems
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Forum Energy Technologies, Inc., a global oilfield products company, in its issuance of $315 million of Convertible Senior Secured Notes in exchange of approximately $328 million of existing unsecured notes
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Brookfield Business Partners L.P., and certain of its affiliates and institutional partners in the $170 million acquisition by merger of the outstanding publicly held common units of Teekay Offshore Partners L.P. (NYSE:TOO), a Marshall Islands marine transportation company and midstream services provider
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The private equity sponsors and Sable Permian Resources, LLC (as operator of the oil and gas assets) in the successful completion of AEPB’s $2.1 billion out-of-court recapitalization. The transaction reduced AEPB’s debt obligations by approximately $1.4 billion and reduced upcoming debt maturities over the next four years to approximately $36 million from approximately $2.1 billion. In addition, the transaction eliminated approximately $94 million of annual cash interest expense and simplified AEPB's organizational structure
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Northern Oil and Gas, Inc. in its consent solicitation and concurrent offering of $350 million in senior secured second lien notes due 2023
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Ascent Resources Utica Holdings, LLC in its private offering of $600 million in senior unsecured notes
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Teekay Offshore Partners in its offering of $700 million of senior unsecured notes and its concurrent tender offer to repurchase $300 million of its outstanding senior unsecured notes
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Extraction Oil & Gas, Inc. in its offering of $750 million of senior unsecured notes and concurrent tender offer to repurchase $500 million of its outstanding senior notes
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Initial purchasers in the offering of $600 million of Weatherford International, LLC’s senior unsecured notes and concurrent tender offer to repurchase $485 million of Weatherford International plc’s outstanding senior notes
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Warburg Pincus as lead investor in a $350 million convertible preferred equity investment in SemGroup Corporation
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EIG Global Energy Partners on a $500 million investment into USA Compression Partners, LP (NYSE: USAC), in which certain investment funds managed or sub-advised by EIG and other investment vehicles unaffiliated with EIG agreed to purchase an aggregate amount of $500 million of newly established Series A Perpetual Preferred Units and received warrants to purchase up to 15,000,000 Common Units of USA Compression
Prior to joining Kirkland, Bryan’s representative transactions included:
Equity Securities
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Underwriters in a healthcare provider’s $153 million follow-on offering of common stock
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Tumi Holdings, Inc. and a selling shareholder in a follow-on offering of common stock
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Underwriters in a technology company’s initial public offering on the Hong Kong Stock Exchange
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A Thai issuer in its international private placement of ordinary shares and rights offering pursuant to Rule 801
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Metro Retail Stores Group in its $87 million initial public offering under Regulation S
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A Chinese bank in its initial public offering on the Hong Kong Stock Exchange
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Easterly Government Properties in its SEC registered $180 million initial public offering
Debt Securities
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Initial purchasers in a Korean technology company’s $86.25 million offering of exchangeable notes
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HealthSouth Corporation in its $400 million offering of high yield notes
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Citigroup, Goldman Sachs, Credit Suisse and BOC International as underwriters in CNOOC’s $3.8 billion offering of investment grade bonds
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Citigroup and HSBC as dealers in the establishment of Midea Group’s $3 billion MTN programme and its $700 million offering of Reg S notes thereunder
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Vista Land & Lifescapes in its $300 million offering of investment grade notes
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Dongfeng Motors in its €500 million offering of investment grade notes
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Merrill Lynch and Citigroup as initial purchasers in Pacific Rubiales Energy’s $750 million offering of high yield notes
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Underwriters in Aegean Marine Petroleum Network’s $42 million offering of convertible notes
Mergers & Acquisitions
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A Thai company in a share swap in connection with the restructuring of its U.S. subsidiaries
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A Chinese company in its $100 million acquisition of a U.S. logistics company
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Hamilton Insurance Group in its acquisition of S.A.C. Re, Ltd. and its initial formation and capital raise
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XL Group plc in its sale of XL Life Reinsurance Ltd to GreyCastle Holdings, Ltd.
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Endurance Specialty Holdings Ltd. in its unsolicited bid to acquire Aspen Insurance Holdings Limited
Prior Experience
Associate, Latham & Watkins LLP, 2015–2017
Associate, Skadden, Arps, Slate, Meagher & Flom LLP, 2013–2015
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Credentials
Admissions & Qualifications
- 2018Texas
- 2014New York
Languages
- English
- Mandarin
Education
- The George Washington University Law SchoolJ.D.with Highest Honors2013
- Wuhan UniversityLL.B., Law2009