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Sarah McLean is a partner in Willkie’s Houston office, where she is a part of the Corporate & Financial Services Department and Private Equity Practice Group. 

Sarah is a leading private equity lawyer with over 20 years of experience advising private equity funds and management teams on sophisticated and high-profile deals across the energy sector. Her practice focuses on private equity transactions, particularly portfolio company investments, acquisitions and divestitures of assets and companies, and joint ventures.

Sarah has been recognized as a leading dealmaker and influential woman in the energy sector. In 2023, Sarah was recognized by The Deal as a “Top Women in Dealmaking” for Private Equity. She also serves on the Private Equity Editorial Advisory Board for Law360.
 

Experience

  • Recognized by The Deal – “Top Women in Dealmaking 2023” for Private Equity
  • Law360 Editorial Advisory Board for Private Equity, 2023
  • Recognized as a “Notable Practitioner” by IFLR1000 (2022)
  • Shortlisted as Lawyer of the Year – Private Equity in The Women in Business Law Awards, Americas by IFLR (2022 and 2023)
  • “Leading Lawyer,” The Legal 500 US by Legalese (Industry Focus: Energy Transactions – Oil and Gas) (2022)
  • Recognized by Chambers Global as a leading lawyer in Energy: Oil & Gas (Transactional)—Global (2022-2023)
  • Recognized by Chambers USA as a leading lawyer in Energy: Oil & Gas (Transactional)—Nationwide (2021-2023)
  • Recognized by Chambers USA as a leading lawyer in Corporate/M&A—Texas: Austin Surrounds (2020-2023)
  • Named one of Oil and Gas Investor’s 25 Influential Women in Energy (2021)
  • Selected as “Most Effective Dealmaker” by the Texas Legal Awards, presented by Texas Lawyer (2020)
     

Speaking Engagements

  • “Fireside Chat: Transforming Power Generation,” at Kayo Women’s Renewable Energy Pop-Up (April 2023)
  • “Fireside Chat: Championing Sustainable Social Infrastructure,” at Kayo Infrastructure Summit (November 2022)
  • “Is EQ The Key To Deal Making”, served as moderator for the Kayo Women’s Private Equity Summit (June 2022)
  • “Tax Considerations of Getting Deals Done in the Current Environment”, co-presented during the North American Petroleum Accounting Conference (May 2022)
  • “Tax Considerations of Getting Deals Done in the Current Environment”, panelist during the AICPA & CIMA PDI Oil & Gas Conference (November 2021)
  • "What is my personal brand", panelist at the Kayo Women in the Mid-Market, Webinar Series (May 2021)
  • “Avoiding Personal Liability Pitfalls in a Distressed Oil & Gas Environment”, moderator for the IPAA’s Industry Insights Webinar (May 2020)
  • “Private Equity Value Creation Strategies”, moderator, Hart Energy Conference (March 2020)
  • “Considerations for Oil and Gas Transactions Involving Private Equity Backed Buyers and Sellers”, presented during the 65th Annual Rocky Mountain Mineral Law Institute (July 2019)

Publications

  • “Management Incentive Equity: Rights and Restrictions”, Practical Guidance LexisNexis (March 2022)
  • "Considerations for Oil and Gas Transactions Involving Private Equity-Backed Buyers and Sellers”, Rocky Mountain Mineral Law Institute (December 2019)
 

Private Equity Investments

  • Silver Hill Energy Partners, LP on the acquisition of oil and gas assets in North Dakota from Liberty Resources II, LLC
  • EnCap Flatrock Midstream, in connection with over 25 equity investments through five funds, including the following since 2021:
    • the formation of EFM Braz Holdings, LLC and an equity commitment to Brazos Midstream Holdings III, LLC
    • the formation of Cardinal Midstream Partners, LLC and an equity commitment of US$300 million
    • its investment in M6 Midstream, LLC
    • the formation of Rangeland Energy IV and Rangeland Midstream Canada II, Ltd., and an equity commitment of US$300 million
    • in the formation of Elysian Carbon Management and an equity commitment of US$350 million
    • to the formation of Ironwood Midstream Energy Partners II and an equity commitment of US$400 million
  • VTX Energy Holdings in connection with its US$1 billion equity commitment from Vitol
  • Tatanka Midstream in connection with its US$500 million equity commitment from EnCap Flatrock Midstream
  • Vencer Energy in connection with its equity commitment from Vitol, Inc.
  • GulfTex Energy in connection with the formation of GulfTex Energy V Holdings and equity commitments from various institutional investors
  • Flat Creek Resources, LLC in connection with the formation of Stateline Operating, a joint venture with Vortus Investments for the development of certain oil and gas assets in Eddy County, New Mexico
  • Oryx Midstream Services in connection with the formation of Middle Cadence Holdings and a related equity commitment 
  • Oryx Midstream Services and Oryx Midstream Services II in connection with obtaining equity commitments from Post Oak Energy Capital, and Quantum Energy Partners, among others. 
  • Post Oak Energy Capital in connection with:
    • equity commitments to PetroEdge Energy, Veritas Energy Partners, Moriah Henry Partners, and Sierra EF
    • equity investment in Layne Water Midstream Holdings and LWM Holding’s acquisition of Layne Water Midstream from Granite Construction Incorporated
  • Crown Oil Partners in connection with equity commitments from Post Oak Energy Capital
  • Mavros Minerals and Mavros Minerals II in connection with equity commitments from Post Oak Energy Capital
  • Crump Energy Partners in connection with equity commitments from Quantum Energy Partners
  • Foundation Minerals in connection with equity commitments from Quantum Energy Partners
  • Wing Resources VI, LLC in connection with the formation and funding of Wing Oil & Gas I, LLC by Natural Gas Partners
  • Management team in connection with the formation and funding of Wing Resources VII, LLC supported by an initial capital commitment from NGP Energy Capital and the management team

Equity Joint Ventures

  • EnCap Flatrock Midstream in connection with:
    • Humble Midstream’s joint venture with Enbridge Inc. to develop a low-carbon hydrogen and ammonia production and export facility
    • the formation of Black Diamond Gathering, a joint venture between Greenfield Midstream and Noble Midstream Partners and in connection with the acquisition by Black Diamond Gathering of Saddle Butte Rockies Midstream, for US$625 million
      o the formation of Iron Horse Midstream, a joint venture with EnCap Investments and Natural Gas Partners to develop the Iron Horse System for gas gathering and processing in the STACK formation of Oklahoma
  • Oryx Midstream Services in connection with:
    • its joint venture with Rattler Midstream to acquire Reliance Gathering, a private Midland-based oil and gas company focused on developing upstream and midstream assets in the Permian Basin
    • its joint venture with Brigham Resources and Concho Resources for development of the Oryx Trans Permian Pipeline System
    • its joint venture with WPX Permian Midstream Crude Holdings, LLC
  • Post Oak Energy Capital in connection with UL Water Midstream LLC, Layne Water Midstream Resources, LLC’s joint venture with EIV Capital, LLC and the University of Texas/Texas A&M Investment Company

Mergers and Acquisitions

  • EnCap Flatrock Midstream, and its portfolio companies, in connection with:
    • its US$1.45 billion sale of Lotus Midstream Operations LLC to Energy Transfer LP
    • its US$3 billion sale of Moda Midstream’s, Moda Ingleside Energy Center and other Moda assets to Enbridge Inc.
    • its sale of carbon capture specialist, Elysian Carbon to Buckeye Partners
    • Cogent Midstream Holdings, LLC sale of all membership interests in its subsidiaries to Canes Midstream Holdings, LLC
    • Tall Oak Midcon Holdings, LLC sale of all membership interests in OSGS, LLC to HEP, a subsidiary of Howard Energy Partners
    • its sale of Caiman Energy II, LLC to Williams Field Services Group, LLC
    • M6 Midstream, LLC acquisition of Align Midstream Partners from Tailwater Capital
    • M6 Midstream, LLC acquisition of Midcoast Energy’s Texas business from ArcLight Capital Partners
    • Ironwood Midstream Energy Partners II’s acquisition of Ironwood Midstream Energy Partners and the equity interests held by GulfTex Energy IV and Magnolia Oil & Gas Operating in Ironwood Eagle Ford Midstream and Ironwood South Texas Midstream
    • its sale of Tall Oak Midcon Holdings, LLC and Tall Oak Woodford, LLC to affiliates of Tailwater Capital
    • its US$2 billion sale of EagleClaw Midstream Ventures to Blackstone Energy Partners its US$1.5 billion sale of Nuevo Midstream to Western Gas Partners
    • Elysian Carbon Management’s acquisition of all equity interests in Orchard Storage Company LLC from Elysian Ventures Group, LP
  • Silver Hill Energy Partners in connection with:
    • its acquisition of Eagle Ford assets from a private seller
    • its acquisition, through its affiliate Silver Hill Haynesville E&P, of upstream assets in the Haynesville
    • its acquisition of Haynesville assets from Pine Wave, FPCC USA, Inc., and Mammoth Minerals, LLC
    • its acquisition of upstream assets in the Eagle Ford from a private seller
    • formation of Perpetual Resources, a Silver Hill portfolio company managed by Perpetual Production
  • GulfTex Energy, and its affiliates, in connection with:
    • the sale of approximately 13,000 acres and 7,600 boe/d in the Eagle Ford to INPEX Americas
    • the sale of oil and gas assets in the Eagle Ford Shale to Enervest as part of Enervest’s three-deal US$1.3 billion transaction
  • Oryx Midstream and the joint venture owned by Oryx Midstream and Rattler Midstream in the acquisition of Reliance Gathering, a private Midland-based oil and gas company focused on developing upstream and midstream assets in the Permian Basin
  • BC Operating in connection with the US$1.1 billion sale of 70,000 net surface acres in the Permian Basin to Marathon Oil Corporation
  • Bensco, an automotive dealer holding company, and its affiliates in its sale of auto dealerships in San Antonio, Texas to a strategic buyer
  • Hill Country Bakery, a leading manufacturer of baked goods based in San Antonio, in the sale of substantially all of its assets to FGF Brands
  • Nickel Road Operating LLC in its sale of oil and gas properties located in Weld County, Colorado
  • Oryx Midstream, and its affiliates, in connection with:
    • its sale of 100% of the equity interest in its operating subsidiaries to a subsidiary of Stonepeak Infrastructure Partners for US$3.6 billion
    • in its US$135 million acquisition of 100% of a crude oil gathering network in the Permian Basin from Targa Resources
  • Post Oak Energy Capital in connection with:
    • portfolio companies, Sierra EF, Tri-C Energy Partners, and PetroEdge Energy in the sale of Eagle Ford assets to SilverBow Resources Operating, LLC
    • the sale of its membership interests in Moriah Henry Partners, LLC to Henry Energy, LP
  • Southcross Energy Partners in connection with:
    • its sale of Republic Coast Pipeline, LLC to Arm Monument Intermediate Holdings, LLC
    • its sale of Southcross Energy Operating LLC to TPL SouthTex Midstream LLC, an affiliate of Targa Resources Corp. for US$200 million.
    • its sale of Texas Gulf Coast assets to Max Midstream

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

 

Credentials

Education


University of Texas School of Law, J.D. (with honors), 1999 Oklahoma State University, B.S. (with honors), 1996

Bar Admissions


Texas