Cody Carper

Partner

Houston
Willkie Farr & Gallagher LLP
600 Travis Street
Houston, TX 77002
T 713 510 1771
F 713 510 1799
ccarperwillkie.com

Cody Carper is a partner in the Corporate & Financial Services Department. Cody focuses on complex transactions across the energy spectrum, and regularly represents both investors and operators in drilling partnerships and other joint development arrangements. He also commonly represents private equity sponsors and management teams in acquisitions and divestitures of upstream and midstream oil and gas assets, energy financings, equity joint venture transactions (including line of equity commitments), and other capital raise projects. Formerly the Assistant General Counsel for a large privately held oil and gas company, Cody understands the day-to-day land, marketing, drilling, and other operational issues that customarily arise in the oil and gas space. Cody is a frequent speaker at conferences and other industry events regarding market trends in complex asset and equity joint venture transactions.

Chambers USA (2019, 2020) recognizes Cody as “Up and Coming” in the Energy: Oil & Gas (Transactional) category. The latest edition highlights that clients praise "calm demeanor, focus on the details and deep, fundamental understanding of upstream oil and gas transaction structures." He is also recognized by The Legal 500 U.S. (2020) as a “Next Generation Partner” for Energy Transactions: Oil and Gas, was named among Super Lawyers (2017) Texas Rising Stars, and was included as a Notable Practitioner in the 2019 edition of IFLR 1000.

Cody Carper is a partner in the Corporate & Financial Services Department. Cody focuses on complex transactions across the energy spectrum, and regularly represents both investors and operators in drilling partnerships and other joint development arrangements. He also commonly represents private equity sponsors and management teams in acquisitions and divestitures of upstream and midstream oil and gas assets, energy financings, equity joint venture transactions (including line of equity commitments), and other capital raise projects. Formerly the Assistant General Counsel for a large privately held oil and gas company, Cody understands the day-to-day land, marketing, drilling, and other operational issues that customarily arise in the oil and gas space. Cody is a frequent speaker at conferences and other industry events regarding market trends in complex asset and equity joint venture transactions.

Chambers USA (2019, 2020) recognizes Cody as “Up and Coming” in the Energy: Oil & Gas (Transactional) category. The latest edition highlights that clients praise "calm demeanor, focus on the details and deep, fundamental understanding of upstream oil and gas transaction structures." He is also recognized by The Legal 500 U.S. (2020) as a “Next Generation Partner” for Energy Transactions: Oil and Gas, was named among Super Lawyers (2017) Texas Rising Stars, and was included as a Notable Practitioner in the 2019 edition of IFLR 1000.

Selected Significant Matters

  • Contango Oil & Gas (NYSE American: MCF) in its Joint Development Agreement with Juneau Oil & Gas, LLC, covering certain oil and gas exploration prospects in the offshore Gulf of Mexico
  • York Tactical Energy Fund in a $125 million strategic asset-level joint venture in the DJ Basin with Bayswater Natural Resources Fund III
  • Colony Capital in connection with the formation of the new joint venture partnership, Alpine Energy Capital, LLC to provide capital and asset management solutions to the U.S. upstream oil and gas industry
  • Colony Capital in its joint venture between Colony HB2 Energy and California Resources Corporation to fund up to $500 million for the development of CRC’s flagship Elk Hills field, located in the San Joaquin Basin
  • BCE-Mach LLC, a partnership between Bayou City Energy Management LLC and Mach Resources, in the acquisition of producing oil and gas properties located in Barber and Harper Counties, Kansas
  • Houston Energy in its venture with a third party private equity firm for the exploration and development of certain deepwater Gulf of Mexico non-operated exploratory projects
  • Colony Capital in its joint venture with HB2 Energy to form Colony HB2 Energy, an energy-focused investment management platform
  • Newpek LLC in its sale, along with joint venture partner Pioneer Natural Resources Co., of upstream oil and gas assets located in the Sinor Nest Field (Lower Wilcox) in Live Oak County in South Texas
  • Kalnin Ventures LLC and its subsidiaries in 6 separate transactions over a 2-year period involving the acquisition of operated and non-operated interests in upstream and midstream oil and gas assets located in the Marcellus Shale region of Northeast Pennsylvania for an aggregate purchase price of $522 million, including the acquisition of all of Carrizo (Marcellus) LLC’s and Reliance Marcellus II, LLC’s collective interests in the region for a combined purchase price of $210 million. The remaining 5 transactions involved the acquisition of assets from the following sellers: Warren Marcellus, LLC; Zena Energy L.L.C.; Radler 2000, LP; Tug Hill Marcellus LLC; Chief Exploration & Development LLC and Range Resources-Appalachia, LLC
  • Management of Massif Oil & Gas II, LLC in its strategic partnership with Natural Gas Partners (NGP) to acquire and develop oil and gas assets located in the Powder River Basin
  • Management of Lambda Energy Resources in its strategic partnership with Redbird Capital to acquire and develop oil and gas assets located in the Michigan Basin
  • Bayou City Energy in a DrillCo transaction between its affiliate, BCE Roadrunner LLC, and Chaparral Energy, L.L.C. to jointly develop Chaparral’s STACK acreage in Canadian and Garfield Counties, Oklahoma
  • Samson Resources II, LLC - $525 million sale of East Texas and North Louisiana Assets to Rockcliff Energy II LLC 
  • Massif Oil & Gas - acquisition of oil and gas assets from Resolute Energy in the Powder River Basin of Wyoming
  • Independent oil and gas company - $488 million acquisition of producing oil and gas properties located in the Barnett Shale
  • Private equity fund - formation of a $300 million drilling partnership to develop domestic unconventional resources in the Midland Basin with a private oil and gas operator
  • Emerald Oil, Inc. - divestiture of its oil and gas assets in North Dakota and Montana as part of a chapter 11 proceeding in the United States Bankruptcy Court for the District of Delaware
  • Samson Resources Corporation - in the following sales of oil and gas assets as part of its chapter 11 proceeding in the United States Bankruptcy Court for the District of Delaware: (i) sale of assets located in the Williston Basin to Resource Energy Can-Am LLC for $75 million; (ii) sale of assets located in the San Juan Basin to the Southern Ute Indian Tribe, doing business as Red Willow Production Co., for $116 million; (iii) sale of West Anadarko assets to Tecolote Holdings LLC for $131 million; (iv) sale of East Anadarko assets to Rebellion Energy LLC for $152 million; (v) sale of Central Anadarko assets to Fairway Resources Partners III LLC for $132 million; and (vi) sale of mineral interests located in the Permian Basin to Stone Hill Minerals Holdings LLC for $51.7 million
  • Alta Marcellus Development, LLC, a wholly owned subsidiary of Alta Resources Development, LLC, in connection with its $1.24 billion acquisition of operated and non-operated upstream assets and operated midstream assets in the Marcellus Shale from Anadarko Petroleum Corp.
  • Alta Marcellus Development, LLC, a wholly owned subsidiary of Alta Resources Development, LLC, in connection with its $207 million acquisition of oil and gas assets in the Marcellus Shale from Mitsui E&P USA LLC
  • Bayou City Energy in connection with a preferred equity investment in High Mesa Inc., the Class B limited partner of Alta Mesa Holdings, LP, a privately held oil and gas exploration and production company with assets in the Sooner Trend and South Louisiana
  • Highbridge Principal Strategies in a successful credit bid acquisition of certain oil and gas assets of RAAM Global Energy Company in the Gulf of Mexico, Louisiana, Texas, Oklahoma, and Nebraska, as part of a chapter 11 proceeding in the United States Bankruptcy Court for the Southern District of Texas in which Highbridge was the senior secured lender
  • Bayou City Energy in a joint development agreement with Alta Mesa Holdings, LP, to jointly develop AMH’s STACK play acreage located in Kingfisher County, Oklahoma
  • Public oil company - proposed formation of drilling partnership with private equity fund to develop Permian assets
  • Private equity fund - formation of multiple drilling partnerships to develop Eagle Ford Shale assets
  • Public oil and gas company - acquisition of privately held oil and gas company for total consideration of $301.3 million
  • Public oil and gas company - $150 million asset drop-down transaction with its Master Limited Partnership
  • Public oil and gas company - $588.5 million divestiture of Granite Wash assets located in Texas and Oklahoma
  • Korean conglomerate - $360 million joint venture with public E&P company covering oil and gas properties located in the Woodford Shale
  • Public oil company - acquisition of oil and gas properties located in the Midland Basin for $538 million
  • Private midstream energy company - $590 million acquisition of midstream assets located in the Piceance Basin
  • Private oil and gas company - divestiture of producing properties located in the Anadarko Basin for $195 million
  • Private oil and gas company - $250 million sale of producing and undeveloped oil and gas properties located in the Permian Basin
  • Private oil company - multi-tranche joint venture covering undeveloped oil and gas properties located in the Haynesville Shale and Cotton Valley Sands
  • Major U.S. independent oil company - $200 million divestiture of producing properties located in the Sacramento Basin
  • Private oil and gas company - $655 million acquisition of producing and undeveloped oil and gas properties located in the Anadarko Basin
  • Private oil and gas company - acquisition of undeveloped oil and gas assets located in the Eagle Ford Shale for $81 million
  • Private oil and gas company - negotiation of multi-well Joint Development Agreement covering oil and gas properties located in the Eagle Ford Shale
  • Public oil company - $315 million divestiture of producing oil and gas assets located in East Texas
  • Public oil and gas company - $577 million asset drop-down transaction with its Master Limited Partnership
  • Public oil company - $59 million acquisition of over 50,000 gross acres located within the oil window of the Eagle Ford Shale
  • Major U.S. independent oil company - $16 million divestiture of oil and gas properties located in U.S. federal waters in the Gulf of Mexico
  • Private oil and gas company - negotiation of multiple multi-well farmout agreements for horizontal drilling in the East Texas and Northwest Louisiana portions of the Haynesville Shale

Other Energy Project Development

  • Public utility and midstream subsidiary - equity investment in $3.5 billion pipeline joint venture to support Marcellus Shale development
  • Public midstream company - negotiation of various transaction documents governing the commitment to purchase 500,000 Dth/day of natural gas for a 20-year term
  • Private oil and gas company - negotiation of Gas and Condensate Gathering Agreements and establishment of gathering and processing facilities to support Eagle Ford Shale development
  • Private oil and gas company - negotiation of Gas Gathering and Processing Agreements covering midstream assets located in East Texas
  • International state-owned entity - proposed participation in a $6.5 billion liquefied natural gas export facility located on the U.S. west coast, including the negotiation of a Terminal Services Agreement and Firm Transportation Agreement

* Cody advised on some of these matters prior to joining Willkie.

Prior Experience

Prior to joining Willkie in 2017, Cody was a partner at Kirkland & Ellis, LLP, and previously served as Assistant General Counsel for Sabine Oil & Gas LLC. 

Selected Professional and Business Activities

Cody is a member of the Houston Bar Association - Oil, Gas and Mineral Law Section (former Speaker’s Committee and Council Member), and the Association of International Petroleum Negotiators (AIPN). 

Selected Publications and Lectures

  • Navigating the Relationship Between Private Equity Sponsors and Management Teams, Society of Petroleum Engineers Symposium: Starting an E&P Company (November 2018)
  • Rejection of Midstream Gathering Agreements in Bankruptcy and Covenants Running with the Land, Energy Law Section: Dallas Bar Association “Review of Oil & Gas Law” (August 2016)
  • Co-Author, “Acquiring Upstream Assets Via Joint Ventures: An In-Depth Study of Deal Structures, Key Negotiating Points, Drafting Tips and Relevant Law,” The Energy Law Advisor, Volume 9, No. 3 (August, 2015)
  • The World of Asset-Based Energy Investments for Funds, Dallas Quarterly Investment Management Roundtable (June, 2015)
  • Non-Traditional Upstream Transactions and Joint Ventures, North Houston Association of Professional Landmen Half-Day Seminar (January, 2015)
  • M&A and Transaction Structuring: Anticipating and Drafting for Pre-Closing Issues in Purchase and Sale Agreements, Association of Corporate Counsel “Doing Business Globally” Summit (October, 2013) 

Publications / News / Events

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