Michael De Voe Piazza

Partner

Houston
Willkie Farr & Gallagher LLP
600 Travis Street
Houston, TX 77002
T 713 510 1776
F 713 510 1799
mpiazzawillkie.com

Michael De Voe Piazza is a partner in the Corporate & Financial Services Department and the co-head of Willkie’s energy practice, focusing on a wide variety of transactions in the financial, oil and gas and electric power industries. Michael represents clients in transactions that feature oil and gas exploration and production (including upstream, midstream and downstream), electric utilities, commodity trading, joint venture arrangements, structured finance, leveraged finance, project finance and project development. He also regularly represents private equity funds in leveraged buyouts, portfolio company investments and fund formation projects.

In 2015, Michael was one of only seven lawyers under the age of 40 to be named a “Rising Star” by Law360 in the area of Energy. It was Michael’s third consecutive “Rising Star” honor. In 2013, Michael has also been named a “Legal Leader on the Rise” by Texas Lawyer.

Chambers USA (2019) ranks Michael among the leading individuals practicing in the area of Energy: Oil & Gas (Transactional) in the United States, and recognizes him among the leading individuals practicing Corporate/M&A law in Texas. He is also nationally recognized in the Legal 500 for Energy Transactions: Oil and Gas, M&A: Large Deals, Private Equity Funds and Private Equity Buyouts. According to the Legal 500, Michael is “exceptional.” Clients singled out Michael for his outstanding ability to see transactions through his client’s eyes and do everything possible to secure a maximum beneficial outcome.”

+ Continue Reading

Highlights

Michael De Voe Piazza is a partner in the Corporate & Financial Services Department and the co-head of Willkie’s energy practice, focusing on a wide variety of transactions in the financial, oil and gas and electric power industries. Michael represents clients in transactions that feature oil and gas exploration and production (including upstream, midstream and downstream), electric utilities, commodity trading, joint venture arrangements, structured finance, leveraged finance, project finance and project development. He also regularly represents private equity funds in leveraged buyouts, portfolio company investments and fund formation projects.

Selected Significant Matters

Michael's experience* includes:

Mergers and Acquisitions

  • Represented Glendale Energy Ventures in its $500 million joint venture platform with TPG Sixth Street Partners to pursue acquisitions of non-operated oil and gas properties
  • Represented the management team of Goodnight Midstream in the acquisition by TPG Capital of a majority stake in Goodnight for a purchase price of $930 million
  • Represented Capital Constellation in its $150 million strategic partnership with Ara Partners Group, whereby Capital Constellation will acquire a substantial minority ownership interest in Ara Partners and provide the firm and its affiliates with significant investment capital
  • Represented Samson Resources II, LLC in the $525 million sale of its East Texas and North Louisiana Assets to Rockcliff Energy II LLC
  • Represented Apache Corporation in the $3.75 billion divestiture of its Gulf of Mexico Outer Continental Shelf business, including an innovative collateral arrangement to secure the performance by the buyer of $2 billion of abandonment exposure
  • Represented Chesapeake Energy Corporation in its $2.16 billion sale of a substantial majority of its remaining midstream assets to Access Midstream Partners, L.P., a transaction that included the execution of new market-based gathering and processing agreements covering various acreage dedications in the Marcellus, Utica, Eagle Ford, Haynesville and Niobrara Shale Plays
  • Represented 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
  • Represented Liberty Oilfield Services in its acquisition of the U.S. assets of Sanjel Corporation as part of a cross border bankruptcy sale (the assets included those used in fracture stimulation, cementing and coil tubing operations)
  • Represented Chesapeake Energy Corporation in its $2 billion sale of its limited partner units and its general partner interests in Chesapeake Midstream Partners LP to Global Infrastructure Partners
  • Represented Hilcorp Energy Company in connection with its acquisition of all of the Alaska oil and gas assets of a Chevron subsidiary, including interests in multiple offshore and onshore fields, gas storage facilities, numerous drilling rigs and tank farms
  • Represented Apache Corporation in its $7 billion acquisition of BP's oil and gas operations, acreage and infrastructure in the Permian Basin of West Texas and New Mexico and Egypt's Western Desert, as well as substantially all of BP's upstream natural gas business in western Canada and British Columbia
  • Represented a private equity natural resources fund in connection with its acquisition of upstream oil and gas assets located in the Williston Basin in exchange for its issuance to the sellers of preferred equity interests in a special purpose vehicle formed to acquire the underlying oil and gas assets
  • Represented Millennial Energy Partners in a variety of investments in non-operated oil and gas assets across the continental United States, including its joint venture with Continental Resources and its exits to private equity backed portfolio companies
  • Represented Chesapeake Energy Corporation in the sale of certain midstream assets in the Anadarko Basin for $245 million to MarkWest Energy Partners and the $300 million sale of Mid-America Midstream Gas Services LLC to SemGroup Corporation
  • Represented Alinda Capital Partners in connection with its $505 million acquisition of gas storage facilities and oil and gas assets located in close proximity to the Barnett Shale
  • Represented privately held oil and gas company in its sale of its crude oil trucking business to a MLP
  • Represented a Fortune 500 US energy company in the $230 million acquisition of a power facility and negotiation of subsequent joint operating arrangements
  • Represented Constellation Energy in connection with its $142.5 million acquisition, via merger, of StarTex Power, a Texas retail electric provider
  • Represented a leading financial institution in connection with its acquisition of a substantial commodity trading book
  • Represented an independent power developer in its sale of a mid-stage development project in the State of Texas
  • Represented a strategic participant in its bid for British Gas’s portfolio of gas-fired power generation assets located in New England, ultimately purchased by a private equity fund for approximately $450 million

Private Equity and Joint Venture Investments

  • Represented Kayne Anderson Capital Advisors in its equity commitment to Ensign in the acquisition of Eagle Ford acreage from Pioneer Natural Resources
  • Represented Carnelian Energy Capital II, L.P., a fund managed by Carnelian Energy Capital Management, in connection with equity commitments to upstream oil and gas companies SandPoint Resources, LLC, Veritas Permian II, LLC and Percussion Petroleum 
  • Represented Colony Capital in its joint venture with HB2 Energy to form Colony HB2 Energy, an energy-focused investment management platform
  • Representation of Bayou City Energy in (i) 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 and (ii) co-invest arrangements for purposes of financing the DrillCo commitment
  • Represented Riverstone Holdings in its $250 million line of equity commitment to Rover Petroleum, an oil and gas exploration and production company
  • Represented Juniper Capital in a variety of equity-line and joint venture transactions, including Juniper Capital’s strategic partnership with Boomtown Oil
  • Represented Denham Capital Management LP in its development of an equity line commitment structure for portfolio companies investing in mineral and royalty interests, including Denham’s equity line commitments to Bradford Minerals and Horizon Resources
  • Represented Sage Midstream Ventures in its equity commitment of up to $500 million from Stonepeak Infrastructure Partners
  • Represented Lime Rock in its line of equity commitment to Wayfinder Resources, a company formed to execute a strategy of acquiring non-operated positions in select areas of the SCOOP, STACK and Merge plays
  • Represented Lime Rock Partners in its recapitalization of TEC Well Services, an oilfield service company with primary operations in West Texas, East Texas and Colorado focused on providing a full suite of well service rigs and ancillary rental equipment to E&P operators
  • Represented Lime Rock in its recapitalization of SDI Gas, a Marcellus oilfield services company
  • Represented Springbok Energy Partners, LLC in its joint venture with Natural Gas Partners (NGP) to pursue investments in mineral and royalty interests
  • Represented Riverbend Oil & Gas in a variety of fund formation, joint venture and strategic partnerships, including Fund VI and Fund VIII
  • Represented Trilogy Midstream in its strategic partnership with NGP, a platform dedicated to midstream development and acquisition projects
  • Represented EIG Global Energy Partners in its joint venture with a large private equity firm to acquire from Encana Corporation $1.8 billion of natural gas properties in Wyoming’s Jonah Field
  • Represented management of Lambda Energy Resources in its strategic partnership with Redbird Capital to acquire and develop assets in the Michigan Basin
  • Represented a global private equity fund in a $200 million joint venture with a strategic midstream participant for purposes of acquiring midstream transportation and logistics assets in Louisiana, together with related debt and equity acquisition financing arrangements
  • Represented The Cap Street Group in its majority recapitalization of Creative Resources Group, Inc., a provider of a range of transportation and facility services primarily in the refining and petrochemical industries, together with a variety of add-on acquisitions
  • Represented upstream oil and gas portfolio company in an Eagle Ford Shale joint venture covering undeveloped properties that featured 100% carry consideration
  • Represented Chesapeake Energy Corporation in connection with its $1.25 billion Utica Shale and Mid-Continent joint ventures, each of which featured a club of investors and a private placement of preferred shares
  • Represented Highbridge Principal Strategies in its $350 million recapitalization of Alta Mesa Holdings, Inc., a transaction that featured a combination of convertible preferred stock and senior notes
  • Represented Millennial Energy Partners in its fund formation and related arrangements
  • Represented Live Oak Resources in the establishment of its private equity firm and its initial private equity fund, which is focused on acquisitions of mineral and royalty interests
  • Represented Live Oak Resource Partners in its strategic partnership with Denham Capital Management LP and certain co-investors to target investments in mineral and royalty interests in the continental United States
  • Represented Sage Road Capital in multiple portfolio company investments, including its investments in K3 Oil & Gas, Woodford Petroleum and Peachridge Energy Partners
  • Represented Titus Oil & Gas in its line of equity commitment from NGP in connection with the formation of an investment platform targeting oil and gas acquisitions in the Permian Basin
  • Represented management team of Sage Midstream in matters related to its $500 million line of equity commitment from Riverstone Holdings and Kaiser Francis
  • Represented EIG Global Energy Partners in a $220 million equity investment and $200 million senior debt facility for BlackBrush Oil & Gas LP and TexStar Midstream Services LP
  • Represented Hilcorp Energy Company in connection with its hybrid upstream and midstream joint venture with an affiliate of NRG Energy for purposes of utilizing captured CO2 for an enhanced oil recovery project conducted on South Texas oil and gas assets
  • Represented Chesapeake Energy Corporation in connection with its $250 million royalty platform joint venture with Kohlberg, Kravis & Roberts
  • Represented upstream oil and gas portfolio company in its cash and carry joint venture covering oil and gas properties located in the State of Mississippi
  • Represented Triple Crown Energy in a variety of transactions, including a cash and carry joint venture covering properties located in the State of Kansas and sales of mineral properties located in the Utica Shale and the STACK play in Oklahoma
  • Represented an energy fund in connection with a $400 million joint venture in the Marcellus Shale
  • Represented Kohlberg, Kravis & Roberts in connection with a Permian Basin drilling joint venture that featured a complicated farmout arrangement
  • Represented Kohlberg, Kravis & Roberts in connection with a uniquely structured Fort Worth Basin upstream oil and gas joint venture
  • Represented Ramas Capital Management in its preferred equity investment in Freedom Oil and Gas Ltd for purposes of providing drilling capital in the Eagle Ford Shale, a structure that featured an initial issuance of preferred equity coupled with a second issuance if certain well performance hurdles are met
  • Represented a Canadian private equity group in connection with a structured oil and gas joint venture that featured acquisition financing

Energy Finance

  • Representation of Second Lien Agent in connection with the Chapter 11 restructuring of Samson Resources Corporation
  • Representation of numerous financial institutions in acquisitions of volumetric production payments from exploration and production companies, ranging from $40 million to $1.2 billion and covering both onshore and offshore oil and gas assets, including various shale plays
  • Representation of multiple western oil and gas companies in reserve-based loan facilities ranging from $25 million to $500 million
  • Representation of WBH Energy Partners in connection with debtor-in-possession financing under section 363 of the Bankruptcy Code
  • Representation of Melody Capital Partners in connection with a mezzanine oil and gas loan made to a privately held parent of a Texas-based oil and gas company that featured an issuance of warrants and a bespoke arrangement with the first lien lender
  • Representation of a club of investors comprised of a variety of financial institutions, including private equity funds, mezzanine lenders, hedge funds, and investment banks in connection with the club's acquisition from a publicly traded oil and gas company of a $140 million dollar-denominated production payment and perpetual overriding royalty burdening offshore oil and gas assets
  • Representation of Citibank, as administrative agent and arranger, in $2.45 billion of debt financing for an $11 billion transaction involving CenterPoint Energy, Inc., ArcLight Capital Partners and OGE Energy Corp.
  • Representation of Citigroup, as lead arranger and administrative agent, in a $225 million term loan acquisition financing to a joint venture between Boardwalk Pipeline Partners and its general partner Loews Corporation, in connection with the acquisition of PL Midstream LLC from PetroLogistics
  • Representation of mezzanine lenders in the financing of oil and gas exploration activities, including a $150 million mezzanine financing covering certain properties located in the Marcellus Shale and Montana
  • Representation of a global private equity firm in a unique financing arrangement for Freepoint Commodities to allow Freepoint to purchase a volumetric production payment from Elm Ridge Exploration Co LLC
  • Representation of numerous independent oil and gas companies in connection with senior secured borrowing base revolving credit facilities

Trading, Project Development and Operational Matters

  • Representation of Sage Midstream, LLC in its development efforts for a propane and butane export terminal in Washington State
  • Representation of an independent oil and gas company with assets located in the Barnett Shale "Combo Play" in connection with acquisitions, development and operational matters, monetization efforts, upstream and midstream joint ventures and a corporate reorganization
  • Representation of an independent company with gas storage and oil and gas assets located in Texas in connection with its day-to-day operations, its implementation of a first lien credit facility, and the development, implementation, and coordination of comprehensive land program, including title curative matters
  • Representation of independent power developers in development of power generation facilities located in Texas, including joint ventures with strategic participants and private equity investors
  • Representation of an international energy company in connection with its purchase of an early stage power development project in Texas and related development matters, including select environmental, public relations and regulatory issues
  • Representation of utilities and energy companies in connection with long-term power purchase agreements with respect to coal, petcoke, gas-fired and biomass power generation facilities
  • Representation of wind power developer in connection with its implementation and administration of a comprehensive power-hedging program for a portfolio of its generation assets
  • Representation of multiple financial institutions in developing and negotiating both financial and physical commodity trading contracts

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

Prior Experience

Prior to joining Willkie, Michael was a partner at Bracewell. 

Selected Professional and Business Activities

Michael is a member of the Houston Bar Association and the Houston Young Lawyers Association. In 2015, Michael was elected as a fellow of the Texas Bar Foundation.

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
  • “Lessons from the Downturn: Oil and Gas Debt and Equity Finance,” Texas Journal of Oil, Gas and Energy Law Symposium, February 2017
  • “Oil & Gas Purchase Agreements,” Rocky Mountain Mineral Law Foundation symposium, May 2016
  • “Typical and Atypical Purchase Price Adjustments,” delivered in connection with the Rocky Mountain Mineral Law Foundation Oil & Gas Agreements course, May 2016
  • “Upstream Private Equity Joint Ventures,” Texas Journal of Oil, Gas, and Energy Law Symposium, January 2016
  • “10 Things to Know Before Investing in Distressed Energy,” Willkie Business Reorganization & Restructuring Digest, May 2015
  • Panelist, "Recent M&A Trends," 2014 Oil Council North America Assembly, October 2014
  • "If You Bought it, Will They Come?", an article on Upstream Oil & Gas Joint Ventures, Hart E&P, November 2013
  • "Private Equity Investment in O&G Infrastructure," API Federal Tax Forum, May 2012
  • "Private Equity Investment in Oil and Gas," 1st Midstream Oil & Gas Law Conference, December 2012
  • "Private Equity Investment in Midstream Shale Play Infrastructure" (co-author of article delivered at 1st Midstream Oil & Gas Law Conference), December 2012

Recognition, Honors & Awards

Honors

  • Chambers USA, Nationwide Energy: Oil & Gas (Transactional), 2017-2019
  • Chambers USA, Texas, Corporate/M&A, 2017-2019
  • The Legal 500  United States, Energy Transactions, 2016-2018, Mergers & Acquisitions (M&A) Large Deals, 2016-2018, Private Equity Funds, 2018, Private Equity Buyouts, 2017
  • Who’s Who Legal, Energy, 2018
  • Rising Star, Law360, 2013-2015
  • Rising Star, Texas Super Lawyer, 2014-2018
  • Legal Leader on the Rise, Texas Lawyer, 2013

Publications / News / Events

+ View All Publications / News / Events

Recognition, Honors & Awards

Honors

  • Chambers USA, Nationwide Energy: Oil & Gas (Transactional), 2017-2019
  • Chambers USA, Texas, Corporate/M&A, 2017-2019
  • The Legal 500  United States, Energy Transactions, 2016-2018, Mergers & Acquisitions (M&A) Large Deals, 2016-2018, Private Equity Funds, 2018, Private Equity Buyouts, 2017
  • Who’s Who Legal, Energy, 2018
  • Rising Star, Law360, 2013-2015
  • Rising Star, Texas Super Lawyer, 2014-2018
  • Legal Leader on the Rise, Texas Lawyer, 2013
+ View All Recognition, Honors & Awards