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Melissa Jester Spohn
Melissa Jester Spohn
Counsel — Executive Compensation & Benefits
Counsel — Executive Compensation & Benefits

Melissa Jester Spohn

Melissa Jester Spohn

Trammell Crow Center
2001 Ross Avenue
Suite 3900
Dallas, Texas 75201


Texas Tower
845 Texas Avenue
Suite 4700
Houston, Texas 77002

Melissa Jester Spohn

Experience Highlights

  • Focus Financial Partners Inc. in its $615 million initial public offering of common stock utilizing an Up-C structure

  • Tortoise Acquisition Corp. II, a SPAC sponsored by an affiliate of Tortoise Investments, LLC, in its $1.4 billion business combination with Volta Industries, an industry leader in commerce-centric electric vehicle charging networks

  • Tortoise Acquisition Corp., a SPAC sponsored by an affiliate of Tortoise Investments, LLC, in the $1 billion business combination with Hyliion Inc., a developer and manufacturer of electrified powertrain solutions for Class 8 commercial vehicles that significantly reduce emissions

  • Liberty Oilfield Services in its acquisition of Schlumberger’s onshore hydraulic fracturing business

  • Decarbonization Plus Acquisition Corporation, a SPAC, in its $230 million initial public offering of units

  • Assisting clients in restructuring the long term incentive awards for their highest level executives to provide a greater link between pay and performance

  • Cloud Peak, a coal mine operator, in bankruptcy restructuring matters and resulting changes to executive compensation arrangements

  • Various clients in day to day securities work and SEC filings with respect to executive compensation matters and employee benefits, including Key Energy Services, Targa Resources, Pioneer Natural Resources, and Huntsman Corporation

  • Bonanza Creek Energy in a merger to acquire HighPoint Resources Corporation that was valued at approximately $376 million, and included a registered exchange offer, consent solicitation, and simultaneous registered solicitation of a prepackaged plan of reorganization under chapter 11, which was followed by two subsequent out-of-court mergers and acquisitions by the combined company, resulting in a company with total expected enterprise value of $4.5 billion

  • Targa Resources Corp. in the $1.1 billion development joint venture with Stonepeak Infrastructure Partners for ownership of a 25% interest in the Gulf Coast Express Pipeline, a 20% interest in the Grand Prix Pipeline, and a 100% interest in Targa’s next fractionation train

  • Western Refining in the $2.4 billion take private of Northern Tier Energy, an independent downstream energy company with refining, retail and logistics operations

  • Covey Park Energy in its $2.2 billion sale to Comstock Resources 

  • Focus Financial Partners, an international partnership of wealth management firms, in an investment by Stone Point Capital and KKR that valued Focus at approximately $2 billion 

  • Niska Gas Storage Partners in the $911.9 million sale of the company, a natural gas services provider and Riverstone Holdings portfolio company, to Brookfield Infrastructure 

  • PVR Partners in the $5.6 billion sale of the company, a publicly traded MLP, which owns and operates a network of natural gas midstream pipelines and processing plants, and owns and manages coal and natural resource properties, to Regency Energy Partners

  • TPG Capital and Acon Investments in the $775 million sale of the general partner of Northern Tier Energy, owner of a Minnesota refinery and related assets, to Western Refining

  • Targa Resources Corp. in its $784 million public offering of common stock

  • Cactus, Inc. in its $503 million initial public offering of common stock utilizing an Up-C structure 

  • Group 1 Automotive, Inc. in its $550 million offering of senior notes

  • Huntsman Corporation in its $522 million initial public offering of Venator Materials plc, a global chemical company incorporated in the UK

  • DIRTT Environmental Solutions Ltd. In its dual listing on The Nasdaq Global Select Market and the Toronto Stock Exchange


  • Southern Methodist University, LL.M., Tax, 2006
  • University of Arkansas at Little Rock, J.D. with honors, 2005
  • University of Arkansas at Little Rock, M.P.A., 2005
  • Hendrix College, B.A. cum laude, 2001
  • The Best Lawyers in America© (BL Rankings, LLC), “Ones to Watch,” (Dallas): Employee Benefits (ERISA) Law, 2023 and 2024; Labor and Employment Law–Management, 2024
  • Member: Dallas Bar Association, Dallas Association of Young Lawyers
  • Arkansas
  • Texas
  • Colorado
  • “Updated Guidance on Pay Ratio Disclosures,” V&E Executive Compensation Disclosure Update E-communication, September 28, 2017 (co-author)