Energy clients entering into acquisition, disposition, merger, reorganization, spin-off, or other change of control deals (“A&D transactions”) need sophisticated, experienced counsel to help them achieve their economic, tax, accounting, and other business objectives, avoid unforeseen pitfalls, and manage the associated risks and liabilities. Our Energy attorneys bring a wealth of experience and an efficient, multi-disciplined approach to representing our clients in A&D transactions involving either the assets of, or the equity interests in, both public and private upstream oil and gas, pipeline and midstream, electric power, and oilfield service companies.
Particularly important today, in a period of fluctuating oil and gas prices, is our experience assisting clients in acquiring, in a manner protected from claims of the seller’s creditors, assets from financially distressed parties contemplating bankruptcy or already subject to a bankruptcy proceeding, whether by means of a Bankruptcy Code Section 363 asset sale, a sponsored plan of reorganization, a purchase of secured debt followed by foreclosure, or other structures.
Our approach to energy A&D transactions
Initially, we help to structure the A&D transaction – for example, sale of assets v. sale of equity interests v. merger; cash v. non-cash consideration (debt and/or equity); taxable v. tax exempt structure. Then, our Energy attorneys, together with, as necessary, our Corporate, Tax, Finance, Environmental, and Labor and Employment colleagues take our clients’ A&D transactions to closing on a “from soup to nuts” basis, including negotiating and preparing all transaction and transfer documentation (including, if applicable, tender or exchange offer, consent, or proxy solicitations and other documentation), assisting with contract, title, environmental, and other due diligence, assisting with employee-related issues, obtaining required governmental approvals, including filings under the Hart-Scott-Rodino Antitrust Improvements Act, and preparing filings required under applicable federal and state securities laws.
We have assisted clients in A&D transactions pertaining to assets located in Texas, Louisiana, Arkansas, Kansas, New Mexico, Oklahoma, Colorado, North Dakota, Indiana, and in other jurisdictions nationwide, as well as federally-owned lands onshore and on the Outer Continental Shelf. We also assist clients with equity-based A&D transactions involving target companies organized under the laws of any jurisdiction in the United States.
The goal of doing a deal, obviously, is to get the deal done, not to score negotiating points. We have a direct, efficient approach that helps our clients negotiate and close their Energy A&D transactions in a manner that achieves their commercial goals while protecting their interests, all without unnecessary delay.
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Upstream Oil and Gas Assets (producing properties)
- Represented three privately owned, affiliated oil and gas producers owned by funds sponsored by a large private equity firm in the sale of the producers’ producing oil and gas properties and undeveloped oil and gas leases in the “Stack” area of Northwest Oklahoma to a newly formed portfolio company of a New York-based private equity firm in a transaction valued at approximately $625 million.
- Represented several affiliated companies, together with numerous individuals and entities who participated with such companies in the joint development of oil and gas properties, in the sale to a newly formed portfolio company of a New York-based private equity firm of oil and gas assets in the “Shelf” area of New Mexico, in transactions structured as (i) the sale of the equity interests of a special purpose entity formed by the owners of the affiliated companies to hold the “Shelf” area assets of such companies for purposes of the sale and (ii) the sale by the participant entities of their interests in such “Shelf” area assets, in transactions valued in the aggregate at approximately $52.5 million.
- Represented a privately held oil and gas producer in its ±$720 million purchase of all of the oil and gas assets of a private equity sponsored oil and gas company.
- Represented a gas producer/pipeline operator in the ±$650 million sale of oil and gas properties and associated midstream assets in a major shale gas field.
- Represented an independent oil and gas producer in the ±$300 million sale of producing and undeveloped oil and gas properties in the Permian Basin region of West Texas.
- Represented a privately owned limited partnership in its ±$175 million sale of producing oil and gas properties in Midland and Ector Counties, Texas.
- Represented a privately owned oil and gas producer in its ±$120 million sale to a publicly traded oil and gas company of producing oil and gas properties, a gas gathering system, a gasoline plant, and related assets in West Texas.
- Represented a subsidiary of a private investor funded holding company in its ±$50 million sale to the U.S. subsidiary of a Mexican oil and gas company of producing and undeveloped oil and gas assets in Colorado, New Mexico, Oklahoma, and Texas.
- Represented a non-U.S. investor as the stalking horse bidder in the purchase, under Bankruptcy Code Section 363, of North Dakota oil and gas assets from a Chapter 11 debtor.
- Represented a private equity company as the stalking horse bidder in the negotiated acquisition for ±$40 million of the assets of a Chapter 11 debtor.
- Represented a major midstream venture in the purchase for ±$3 billion of gathering and other pipeline systems, processing plants, and other plant facilities in six (6) shale gas fields.
- Represented a natural gas pipeline operator in its ±$1 billion disposition of major gathering and other pipeline systems, transportation rights, and plant facilities in a shale field.
- Represented a natural gas pipeline in the disposition for ±$800 million of major natural gas and condensate pipeline assets.
- Represented a publicly-traded oil and gas producer in its ±$600 million sale of all of its upstream and midstream natural gas assets in the Fayetteville Shale Field, Arkansas.
- Represented a natural gas pipeline operator in its ±$550 million acquisition via dropdown of a gathering pipeline system, transportation rights, and plant facilities.
- Represented a private equity sponsored pipeline in its ±$300 million acquisition of a jurisdictional pipeline system in West Texas, including obtaining FERC abandonment of the pipeline system so that it could be used for non-jurisdictional gas gathering.
- Represented an intrastate pipeline in the ±$250 million purchase and subsequent sale of gas processing, storage, compression, and intrastate pipelines and facilities in Oklahoma.
- Represented the seller of refinery properties to a third party, including ancillary acreage and infrastructure, for ±$150 million.
- Represented the publicly traded seller of a refinery and related terminal, pipeline and feedstock assets for ±$115 million.
Electric Power Assets
- Represented the purchaser in the acquisition for ±$600 million of a 2,168 MW Natural Gas Fired, Combined Cycle Power Facility in New York City.
- Represented the buyer of a 300 MW coal-fired generation facility in Texas and the subsequent contribution of such facility to a joint venture formed by the buyer and a financial partner.
- Represented the developer in the development and subsequent sale of a 1,000 MW natural gas-fired, combined cycle power facility in Paris, Texas.
- Represented the purchaser in the auction divestiture process for a 2,235 MW Fossil-fueled Combined Cycle Power Facility in Connecticut.
- Represented the purchaser in the auction divestiture of a 1,855 MW Natural Gas Fired, Combined Cycle Power Facility in New York City.
- Represented the purchaser in the acquisition of a 1,458 MW Natural Gas Fired, Combined Cycle Facility in Garden City, Long Island, NY.
Drilling Rig/Oilfield Service Assets
- Represented a major drilling company in its ±$200 million sale of offshore and land-based drilling rigs.
- Represented a privately held diversified corporation in the ±$50 million purchase of all of the assets of a major offshore drilling company, including offshore drilling rigs and barges under the flags of the United States and Panama.
- Represented a privately held diversified corporation in its ±$20 million purchase of offshore drilling rigs and barges under the flag of the United States, including bareboat charter party agreements back to the seller for a period after closing.
Upstream Oil and Gas Companies
- Represented a publicly traded oil and gas producer in its ±$300 million acquisition of all of the capital stock of a privately held holding company which, through subsidiaries, owned oil and gas properties and facilities on the Texas and Louisiana Gulf Coasts.
- Represented a publicly traded oil and gas company in a Rule 144A private placement involving multiple acquisitions and issuance of $215 million of senior notes.
- Represented a privately held oil and gas producer in the ±$110 million sale to an affiliate of a publicly traded oil and gas company of LLC member interests in several client affiliates that owned oil and gas assets in West Texas and New Mexico.
- Represented a publicly traded oil and gas producer in its ±$40 million acquisition of the shares of a private equity sponsored company that owned oil and gas assets in South Texas.
- Represented a privately held oil and gas limited partnership in its merger with and into a publicly traded oil and gas company.
- Represented a publicly owned oil and gas producer with the roll-up of several privately owned limited partnerships through exchange offers.
- Represented one of the largest independent liquids terminal and pipeline operators in the nation in a definitive stock purchase agreement to sell its St. Eustatius storage terminal facility for approximately ±$250 million.
- Represented an intrastate pipeline company in its ±$700 million acquisition, by reverse subsidiary merger, of an intrastate pipeline subsidiary of an Oklahoma public utility.
- Represented a private equity sponsored midstream company in the ±$200 million acquisition of a limited partnership that owned and operated multiple gas processing and fractionation plants, gas gathering systems, and a natural gas liquids pipeline in East Texas.
- Represented a liquids terminal and pipeline operator in its ±$142.5 million acquisition of the shares of the owner of a refined products terminal in Linden, N.J.
- Represented an intrastate pipeline company in the ±$80 million purchase from a Fortune 100 company of the stock of its wholly-owned subsidiary which owned gas processing and intrastate and Hinshaw pipeline facilities on the Texas Gulf Coast.
- Represented a publicly traded limited partnership in its ±$45 million purchase of the equity interests of the owner of crude oil, diesel, naphtha, and vacuum gas oil storage facilities, as part of the target company’s restructuring during its Chapter 11 bankruptcy.
- Represented an affiliate of a Fortune 100 company in its sale to a privately-owned intrastate pipeline company of an intrastate pipeline subsidiary whose assets included non-jurisdictional storage facilities, a major intrastate pipeline, and a smaller Hinshaw pipeline in Texas.
Drilling Rig Contractors/Oilfield Service Companies
- Represented the purchaser of an oilfield equipment manufacturing and distribution company through a leveraged management buyout.
- Represented a Canadian corporation in the ±$175 million acquisition of a subsidiary of a publicly traded, U.S. environmental services company that re-refines used oil.
- Represented a privately held energy company in a stock and cash merger with a privately held refining company and a concurrent public offering.
Utility/Electric Power Generation Companies
- Represented ENSERCH Corporation and Southwestern Electric Service Company in connection with their respective mergers with Texas Utilities Company, the conversion of Enserch Exploration Partners, L.P., a NYSE listed master limited partnership, into a NYSE listed corporation, and the subsequent spin-off of EEX Corporation from ENSERCH Corporation.
- Represented a large energy company in the auction-based acquisition of the project companies owning a 720 MW power generation facility in Texas.
- Represented a large energy company in the auction-based stock sale of a 210 MW single cycle power generation facility in Utah.
- Represented a large energy company in the auction-based stock sale of a 550 MW gas-fired combined-cycle power generation facility in Texas.
- Represented a California-based power generation project developer in the sale, via a tax-free exchange of stock, of its business to a subsidiary of a Fortune 100 company.
- Represented the developer/owner in the sale of its interest in the Encogen Northwest, L.P. 170 MW Natural Gas Fired Cogeneration Plant in Bellingham, Washington.