Melinda Brunger
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Contact Information

Houston

600 Travis
Suite 4200
Houston, TX 77002
P: +1.713.220.4305
F: +1.713.220.4285
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Melinda Brunger

Partner

Houston Office
600 Travis
Suite 4200
Houston, TX 77002
P: +1.713.220.4305
F: +1.713.220.4285

Melinda’s practice includes public offerings, and mergers and acquisitions of public and private companies and master limited partnerships (MLPs). In addition, she counsels clients on corporate governance, Sarbanes-Oxley and Dodd-Frank requirements, SEC reviews, shareholder proposals and proxy contests.

Representative Experience

Representative M&A Experience

  • Represented Frontier Oil Corporation in connection with its stock-for-sale merger with Holly Corporation, with an announced enterprise value of approximately $7 billion for the combined company
  • Represented an international auto manufacturer in connection with its acquisition of a publicly-traded finance company for total cash consideration of approximately $3.5 billion
  • Represented an energy services company in the sale of a subsidiary for approximately $500 million
  • Represented a public company in the acquisition of assets of a public energy services company in bankruptcy
  • Represented public company in $6.8 billion acquisition by Baker Hughes
  • Represented NYSE-listed MLP acquirer in $5.6 billion merger with NYSE-listed TEPPCO Partners, L.P.
  • Represented NASDAQ-listed acquirer in connection with $2.3 billion acquisition of NYSE-listed energy services company
  • Represented a public company in bankruptcy in the sale of a trading subsidiary

Special Committee Representations (Corporate and MLP)

  • Counsel to special committee of an MLP in multiple transactions involving acquisitions of energy transportation assets and equity interests
  • Counsel to special committee of a public company in connection with acquisition of a real property company
  • Counsel to special committee of an MLP in connection with issuance of a newly authorized class of equity securities
  • Counsel to special conflicts committee of an MLP in connection with the exchange of classes of equity securities
  • Counsel to audit committee of a public company in connection with an internal investigation
  • Advice to audit committees of public companies in connection with reviews of internal control over financial reporting
  • Experience as counsel to public companies in connection with special committee investigations

Securities Representations

  • Represented Nasdaq-listed company in private placement of $300 million of senior secured notes
  • Represented initial purchasers in private placement of $250 of convertible notes
  • Represented company in exchange of convertible notes for common stock
  • Represented NYSE-listed company in public offering of $250 million of senior notes
  • Represented NYSE-listed company in public offering of $250 million of floating rate notes and $250 million of senior notes
  • Represented underwriters in initial public offering of limited liability company interests in management company
  • Represented MLP in initial public offering of units
  • Represented underwriters in initial public offering of energy company
  • Represented NYSE-listed company in public offerings of common stock
  • Represented company in initial public offering of construction services company
  • Represented company in formation of a joint venture among four public companies and subsequent business combination with MLP

Representations in Connection with Proxy Contests and Shareholder Activism

  • Regular advice to corporate clients in developing corporate governance programs, considering shareholder nominations and responding to proposals from shareholders
  • Regular advice to shareholders regarding Schedule 13D filings and potential proxy contests
  • REIT: Represented company in settlement of a proxy contest and subsequent merger 
  • Energy services company: Represented company in response to an exempt solicitation filed by a former director; also represented company in developing governance program and communicating with significant shareholder
  • Manufacturing company: Represented shareholder who was elected to Board of Directors in a proxy contest
  • Pharmaceutical company: Represented shareholder who was appointed to the board of directors by agreement with the company
  • Biopharmaceutical company: Represented shareholder in a proxy contest in opposition to a proposed merger; merger terms were restructured and shareholder was appointed to the Board of Directors by agreement with the company
  • Business process company: Represented shareholder who was appointed to the Board of Directors by agreement with the company after a proxy contest

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