Scarlet McNellie

Head of Corporate, M&A and Securities, United States
Norton Rose Fulbright US LLP

Dallas
United States
T:+1 214 855 8282
Houston
United States
T:+1 713 651 5192
Dallas
United States
T:+1 214 855 8282
Houston
United States
T:+1 713 651 5192
Scarlet McNellie

Scarlet McNellie

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Biography

Scarlet McNellie is Norton Rose Fulbright's US Head of Corporate, M&A and Securities.

She has experience representing public and private companies in the energy, insurance, technology, media, life sciences, health care, and banking sectors, in mergers, acquisitions, divestitures, and spin-off transactions, securities transactions including equity and debt offerings, tender offers, rights offerings and exchange offers, power and alternative energy transactions.

Her focus also includes compliance work with respect to federal and state securities laws and SEC, NYSE and Nasdaq rules and regulations, corporate governance matters, private equity transactions and venture capital investments. In addition, Scarlet represents insurance companies providing M&A representations and warranties insurance coverage. 


Professional experience

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JD, University of Texas School of Law, 2003
BA, Economics, Dartmouth College, 2000

  • Texas State Bar

Energy

  • Represented a NYSE-listed master limited partnership that owns, operates, develops and acquires crude oil and refined products logistics assets, in its:
    • $750 million at-the-market public equity offering of common units 
    • $400 million merger with another NYSE-listed master limited partnership that provides gathering, compression, transportation and processing services to producers and users of natural gas and crude oil
    • $1.32 billion public equity offering of common units
    • $144 million public equity offering of common units 
    • $200 million at-the-market public equity offering of common units and
    • $320 million public equity offering of common units
  • Represented a publicly traded corporation, which holds energy infrastructure assets, in its $1.76 billion transaction for natural gas and diluent pipeline interests with a leading North American transporter of energy
  • Represented a privately held independent oil and gas company in the sale of oil and gas assets in the Williston Basin for $1.45 billion
  • Represented a NYSE-listed master limited partnership that owns and operates petroleum product and crude gathering pipelines, tankage and terminals in its:
    • $300 million offering of senior subordinated notes pursuant to Rule 144A
    • $150 million offering of senior subordinated notes pursuant to Rule 144A
    • $79 million public equity offering of common units
    • drop-down acquisitions of logistics assets and
    • agreements for the construction of and long-term throughput commitments related to crude and refined products pipelines
  • Represented a privately held Texas-based oil and gas well completion service company in its $75 million acquisition of a cased-hole wireline company
  • Represented an international infrastructure fund in its acquisition of a 49 percent interest in a portfolio of operation and development stage wind facilities located in seven states
  • Represented a renewable power investment fund in its acquisition of a hydroelectric facility in Pennsylvania
  • Represented an international infrastructure fund in its acquisition of an entity that owns a district energy business operating in Chicago and Las Vegas
  • Represented an international infrastructure fund in its acquisition of entities that own a district energy system in Seattle, including distribution pipelines and independent steam plants


Financial institutions

  • Represented insurance companies in M&A representations and warranties insurance transactions
  • Represented a bank holding company in the $260 million merger with an NYSE-listed bank holding company
  • Represented a Texas-based bank holding company in its merger with a Nasdaq-listed bank holding company
  • Represented an investment banking firm acting as placement agent in private placement equity offerings totaling approximately $250 million


Life sciences and healthcare

  • Represented a privately held operator of hospitals in the acquisition of multiple rehabilitation hospitals and healthcare facilities around the country
  • Represented a healthcare organization in restructuring transactions, acquisitions and dispositions of health care entities, and affiliation and joint venture transactions
  • Represented hospitals and other healthcare providers in various affiliation, merger and acquisition transactions
  • Represented a global medical company in the acquisition of a life sciences technology company
  • Represented a medical device manufacturer in acquisitions and joint venture arrangements


Technology and innovation

  • Represented a NYSE-listed media company providing multi-platform of print and digital advertising solutions in its $225 million acquisition of online directory assets from a Nasdaq-listed company providing internet-related services
  • Represented a NYSE-listed global gaming technology company in its $50 million disposition of its UK operations which included gaming content and server-based gaming business to a publicly-listed gaming machine manufacturer and operator
  • Represented a NYSE-listed information technology services provider in its $105.3 million acquisition of an information technology and software development outsourcing company
  • Represented a Nasdaq-listed media company providing social, local and mobile marketing solutions in the restructuring of $3.5 billion of debt and merging with a publicly traded media services company in a dual prepackaged bankruptcy
  • Texas Rising Star, mergers & acquisitions, Thomson Reuters, 2007, 2009, 2011 - 2018
  • "Transaction Insurance as a M&A Strategic Tool," October 2015
  • "M&A in 2015: Reps and Warranties Insurance," March 2015
  • "M&A in 2014: Recent Developments in M&A," March 2014
  • "M&A in 2012: Reverse Break-Up Fees," June 2012
  • State Bar of Texas
  • Dallas Bar Association
  • Dallas Asian American Bar Association
  • Korean