Archie Fallon

Partner

Houston
Willkie Farr & Gallagher LLP
600 Travis Street
Houston, TX 77002
T 713 510 1775
F 713 510 1799
afallonwillkie.com

Denis A. Fallon (Archie) is a partner in the Corporate & Financial Services Department. Archie represents private equity funds and corporate clients in strategic transactions primarily in the energy and infrastructure sectors. Archie has particular experience advising on platform investments, mergers and acquisitions, financings, joint ventures, recapitalizations and project development for complex energy infrastructure, including midstream assets and power assets. Archie regularly writes and speaks to groups regarding trends affecting private equity investments in the energy, infrastructure and technology sectors.

Archie was named as one of Law360’s 2019 MVPs in the area of Project Finance. He has also been recognized as a Law360 Rising Star in the area of Energy and by Super Lawyers as a Texas Rising Star.

Denis A. Fallon (Archie) is a partner in the Corporate & Financial Services Department. Archie represents private equity funds and corporate clients in strategic transactions primarily in the energy and infrastructure sectors. Archie has particular experience advising on platform investments, mergers and acquisitions, financings, joint ventures, recapitalizations and project development for complex energy infrastructure, including midstream assets and power assets. Archie regularly writes and speaks to groups regarding trends affecting private equity investments in the energy, infrastructure and technology sectors.

Archie was named as one of Law360’s 2019 MVPs in the area of Project Finance. He has also been recognized as a Law360 Rising Star in the area of Energy and by Super Lawyers as a Texas Rising Star.

Selected Significant Matters

Private Equity*

  • Representation of UK infrastructure investor John Laing Group in its $80 million acquisition of a 30 percent stake in a Colombian 4G toll road concessionaire, marking the company’s first investment in Latin America.
  • Representation of an energy-focused private equity fund manager in numerous private placement transactions, including $350 million of limited partnership interests in an energy private equity fund, $750 million of limited partnership interests in an energy private equity fund and numerous co-investment recapitalizations of portfolio companies.
  • Representation of Caledon Capital Management in structuring a $300 million fund to invest in renewable energy infrastructure assets in North America, South America and Asia.
  • Representation of GE Energy Financial Services in the formation of a $300 million fund with NRG Energy and ConocoPhillips focused on investments in next-generation energy technology companies.
  • Representation of international pension fund in co-investment alongside Macquarie Infrastructure Partners in $1.78 billion investment into the Port of Long Beach.
  • Representation of private equity fund in co-investment alongside Stonepeak Infrastructure Partners in its investment into Poseidon Water, the operator of the $1B Carlsbad desalination project.
  • Representation of numerous private equity sponsors with respect to platform investments into and subsequent recapitalization of various businesses, including water recycling, NGL storage, crude gathering, sour gas gathering, LNG project development, drilling fluid logistics, E&P, underground gas storage, biofuels, waste management, seismic imaging and others.
Mergers and Acquisitions
  • Representation of Silver Creek Midstream Holdings, LLC in its $300 million leveraged buyout of Genesis Energy L.P.'s midstream energy business located in the Powder River Basin; and $600 million equity commitment from the newly formed joint venture between Tailwater Capital LLC and The Energy & Minerals Group.
  • Representation of Magnum NGLs, a Haddington Ventures-backed company, in its sale to NGL Energy Partners LP for $280 million cash and units; representation included a private capital raise and project debt financing of the first underground salt cavern facility used to store natural gas liquids in the western U.S.
  • Representation of Caliche Development Partners, an Energy Spectrum- backed company, in its acquisition from Vitol of the Coastal Caverns salt dome hydrocarbon storage business.
  • Representation of Bobcat Gas Storage, a joint venture between Haddington Ventures and GE Energy Financial Services in its $540 million sale to Spectra Energy Transmission.
  • Representation of Nalco Champion in the disposition of its Fab-Tech business division to Modern Group.
  • Representation of private equity backed midstream business in sale of Y-grade transportation system to corporate buyer.
  • Representation of private equity sponsor in acquisition of crude oil pipeline and terminal business in Western United States.
  • Representation of private equity sponsor in the sale of produced water business operating in Western United States.
  • Representation of MLP in sale of gas transportation business located in Kansas to private equity-backed buyer.
  • Representation of private equity sponsor in acquisition of drilling fluid logistics business.
  • Representation of NIC Holding Corp. in the $189 million disposition of a petroleum products business to an affiliate of Noble Group Limited.
  • Representation of Mr. R. Drayton McLane, Jr. and the Houston Astros Baseball Club in the team's sale to a private equity consortium led by Mr. Jim Crane.

Power and Renewables

  • Representation of Quinbrook Infrastructure Partners in its investment into a joint venture with Gestamp Renewables for the development of 385MW wind farm in Oklahoma.
  • Representation of EDF Renewable Energy in (i) its acquisition of the 150MW Bobcat Bluff Wind Project from Element Power US, LLC, and (ii) its acquisition and subsequent financing of the Spinning Spur I, Spinning Spur II and Spinning Spur III wind farm projects in Texas.
  • Representation of a private equity fund in its $695 million acquisition from LS Power of the Bosque power plant, an 800 MW natural gas-fired electric generating facility in Texas.
  • Represented Patagonia Investments in multiple preferred equity investments in solar projects developed by Kina ‘Ole Solar Partners and an affiliate of Sungevity.
  • Representation of SunPower in the financing and development of distributed generation solar array at the Toyota North American Corporate Headquarters in Plano, Texas.
  • Represented C2 Special Situations Group in connection with acquisitions of, and investments in, several commercial photovoltaic distributed generation projects.
  • Represented Sojitz Corporation and Kyushu Electric Power Co. in acquiring a 40.50% equity interest in Kleen Energy Holdings, LLC the parent company of Kleen Energy Systems, LLC from investment fund manager Ares EIF Management, LLC. Kleen Energy Systems owns and operates the Kleen Energy Project, a 620MW gas-fired power plant engaged in the sale of electricity in the city of Middletown, Connecticut.

Midstream Joint Ventures

  • Representation of UGI Corporation in the PennEast Pipeline Company, a joint venture among Spectra Energy, AGL Resources and NJR Pipeline Company to construct a 100-mile, 1 Bcf-per-day pipeline intended to bring natural gas produced in the Marcellus Shale region to consumers in Pennsylvania and New Jersey.
  • Representation of Southern Co. (formerly AGL Resources) in a joint venture with Northstar Midstream, an Oaktree company, to develop a small scale LNG production facility for transportation fuel. The facility utilizes the first LNG bunker barge in the U.S.
  • Representation of Silver Creek Midstream Holdings, LLC, a Tailwater Capital-backed company, in its investment into a joint venture with Tallgrass Energy Partners LP to develop pipeline assets in the Powder River Basin.
  • Representation of GE Ventures in the formation of the "Last Mile" joint venture with Ferus Natural Gas Fuels, a subsidiary of The Energy & Minerals Group, which delivers compressed natural gas liquids to oil field service customers with high horsepower engines.
  • Representation of HEP Liquids LP, a vehicle managed by Haddington Ventures, LLC, and Magnum Development, LLC, in an investment into a joint venture with NGL Energy Partners LP called Sawtooth NGL Caverns.

Liquefied Natural Gas and Downstream

  • Representation of investor into the MLPX and Crimson led Swordfish Pipeline and export project.
  • Representation of private equity backed business on ethylene export project.
  • Representation of private equity backed business on ethylene export project.
  • Representation of PETRONAS in the development and commercialization of the LNG Canada Project.
  • Representation of PETRONAS in the development and commercialization of the Pacific Northwest LNG Project.
  • Representation of GULF LNG Project in the development and construction of the LNG regasification project and subsequent liquefaction project.
  • Representation of Toshiba America LNG in various project agreements related to Train 3 of Freeport LNG.
  • Representation of Monkey Island LNG in the capital raising and development of an LNG project.
  • Representation of Endeavor Energy in LNG to power projects in Ghana and in Ivory Coast.
  • Representation of Cheniere Energy in various aspects of development of Corpus Christi LNG.


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

Selected Publications and Lectures

Archie is a regular speaker and author on issues affecting the energy industry.

  • Strategic Considerations When Buying or Selling a Produced-Water Business, Midstream Business (2019)
  • Co-Investment Alternatives for Private Equity Sponsors, Presentation to Young Professional in Energy
  • Private Equity and Energy Infrastructure: Fund Structuring Considerations for Long-hold Income Producing Assets, Law360 (2017)
  • Preparing for a PE Investment: Introduction to Private Equity Funds for Entrepreneurs and New Ventures, Oil & Gas Financial Journal (2017)
  • The Up-C: An Alternative Exit For PE-Backed Energy Cos., Law360 (2017)
  • Mineral and Royalty Interest MLPs: An Alternative Exit For PE-Backed Mineral and Royalty Interest Cos., Oil & Gas Financial Journal (2017)
  • Private Equity Options During Oil Price Downturn, Oil & Gas Journal (2015)
  • Oil and Gas Regulation in the United States: Overview, Practical Law Company (2014)

Publications / News / Events

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