Energy & Utilities

We represent companies of all sizes from major oil companies to development stage companies, as well as private equity investors, both in traditional oil and gas matters and in clean tech and alternative sources of energy.  We provide our energy industry clients with in depth experience in capital raising and corporate finance, private equity investments and partnerships, mergers and acquisitions, project finance, intellectual property, antitrust, compliance (FCPA, export control and trade sanctions) and litigation.

The energy industry is a worldwide driver of economic growth and development.  We represent companies of all sizes from major oil companies to development stage companies, as well as private equity investors, both in traditional oil and gas matters and in clean tech and alternative sources of energy.  We provide our energy industry clients with experience in capital raising and corporate finance, private equity investments and partnerships, mergers and acquisitions, project finance, intellectual property, antitrust, compliance (FCPA, export control and trade sanctions) and litigation.

Business Reorganization and Restructuring

  • Bank of America, N.A./Patriot Coal Corporation: Represent Bank of America, N.A., as administrative agent under Patriot’s prepetition first lien credit facility, as administrative agent and letter of credit issuer under Patriot’s $302 million “second out” DIP letter of credit facility, and as a joint lead arranger and letter of credit issuer under Patriot’s $500 million “first out” DIP revolving credit and term loan facility. We played a lead role in negotiating the terms of Patriot’s chapter 11 plan and exit financing, which required the Bank of America-led syndicate and letter of credit issuers to consent to a partial rollout of the second DIP facility. 

    Bondholders/Enron Corp: Served as counsel to unofficial committees or groups of bondholders or other creditors in the Enron Corp. chapter 11 case.

    Calpine: Represented institutional client Calpine in its chapter 11 cases.  Also represented creditor Monarch (f/k/a/ Quadrangle) in the chapter 11 case of Calpine.

    CGG: Represented the Steering Committee of the High Yield Bond Holders on the debt restructuring of French oil services company CGG, one of the largest financial restructurings in France, with over $3 billion of indebtedness and the first restructuring conducted simultaneously under French Sauvegarde regime and chapter 11 and chapter 15 of the U.S. Bankruptcy Code.

    Compañia Mega: Advised a group of U.S. investors (insurance companies) with the restructuring of Compañia Mega in Argentina.

    Crystallex International Corporation: Representing Crystallex International Corporation in its chapter 15 proceeding before the Delaware Bankruptcy Court.

    D.E. Shaw Laminar Portfolios LLC/Covanta Energy Corporation: Represented D.E. Shaw Laminar as an equity sponsor for the chapter 11 plan of Covanta Energy Corporation.

    National Energy & Gas Transmission: Advised National Energy & Gas in its chapter 11 case (f/k/a PG&E National Energy Group).

    Petroleum Geo-Services ASA: Represented PGS-ASA in its cross-border restructuring.

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Capital Markets

  • Bpifrance: Advised Bpifrance in connection with Vallourec’s €1 billion equity fundraising.

    Liberty Oilfield Services Inc.: Represented the selling stockholders, R/C Energy IV Direct Partnership, L.P. and R/C IV Liberty Holdings, L.P., affiliates of Riverstone Holdings LLC, in their approximately $117 million sale of 8,000,000 shares of Class A common stock of Liberty Oilfield Services. Also represented Liberty Oilfield Services and selling shareholder R/C Energy IV Direct Partnership in Liberty’s initial public offering.

    Warburg Pincus:  Represented funds affiliated with Warburg Pincus LLC in connection with the 60 million share offering of common stock by Laredo Petroleum Inc, valued at approximately $663 million.

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European Greenfield Projects

  • BNP Paribas: Represented BNP Paribas with the financing of a cogeneration facility within a larger mining project (Goro Nickel) in New Caledonia.

    Carthage Power Company/Rhades II: Represented Carthage Power Company with the drafting and negotiation of a number of project agreements relating to the Rhades II power plant in Tunisia.

    Crédit du Nord: Advised Crédit du Nord in the financing of a diesel power plant in Ghana.

    Dalkia: Advised Dalkia in numerous cogeneration projects in France and the Czech Republic.

    Électricité de France and China Datang Corporation: Represented EDF and China Datang in connection with their bid submission tendered to the Office National de l’Électricité (ONE) for the development of a 1320 MW coal-fired power plant in Safi, Morocco.

    Government of Mauritania: Represented Government of Mauritania in the restructuring of production sharing contracts entered into with a consortium with respect to exploration and production of offshore oil resources.

    Government of the Republic of Djibouti: Represented the Government of the Republic of Djibouti in the connection with the Ethiopia to Djibouti Gas Pipeline Project

    Issuer/Natural Gas Project: Advised the issuer with a $875,000,000 natural gas pipeline project.

    Lyonnaise des Eaux de Casablanca: Represented Lyonnaise des Eaux de Casablanca, the water and power distribution concessionaire for the Casablanca region, with a restructuring of its concession and a limited recourse bond financing listed on the Casablanca stock exchange.

    Mitsui, QPIC, Sotraco/Methanol Production Facility: Represented a consortium of Kuwaiti petrochemical company QPIC, Mitsui and Algerian industrial and services’ company, Sotraco, with the design, construction and operation of a methanol production facility in Algeria.

    Mt. Isa Mines: Advised the lead arrangers of Mt. Isa Mines coal project financing.

    Poweo: Advised Poweo, the leading French independent power trader and producer (now a subsidiary of Direct Energie) with the following independent power producer projects:

    • the design, construction, financing, operation and maintenance of a 412 MW CCGT power plant in Pont-sur-Sambre, France.
    • the design, construction, financing, operation and maintenance of a 420 MW CCGT power plant in Toul, France.
    • the development of its CCGT project in Beaucaire, France (eventually moved to Toul, France).

    Statkraft: Advised Norwegian power utility Statkraft with its potential participation as a bidder in the French state procurement process for the award of hydroelectric concessions.

    Statkraft/CCGT Power Plant: Advised Norwegian power utility Statkraft with the development of a potential CCGT power plant in France.

    Suez/Water Treatment Plan: Advised group of affiliates in the drafting and negotiation of a construction contract for the design and construction of a water treatment plant and ancillary facilities in Amman, Jordan.

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European M&A, PE and Other Investments

  • ArcLight Capital Partners: Advised on the following development stage project acquisitions for ArcLight Capital:

    • Turbine Power Plants: The construction and operation of three biomass-fired steam turbine power plants in France.
    • Wind Farms: The construction and operation of wind farms in France and the subsequent advise on the project until financial close.

    BP, Aral Group: Represented BP and Aral Group on the sale of a substantial part of their petrol station portfolio.

    Bregal Freshstream/Verwater: Represented Bregal Freshstream in its acquisition of a majority stake in Verwater, a Dutch oilfield services company, from investment firm Infestos.

    BTU Ventures: Advised BTU Ventures with the acquisition of a majority shareholding in the Rhades II CCGT power plant project.

    Caisse des Dépôts et Consignations: Advised Caisse des Dépôts et Consignations with the acquisition of a minority of the share capital of Gaz Electrictié de Grenoble.

    Crédit du Nord: Provided advise to Crédit du Nord regarding the acquisition financing of twelve wind farms in France.

    e.n.o. energy: Represented e.n.o., a leading manufacturer of wind turbines for the European market in the sale of two windfarms in France and Germany.

    European Investment Bank (EIB)/Groupe Energies Vienne: Advised EIB on its €70 million financing for Groupe Energies Vienne’s Renewable Power Projects. 

    Electricité de France (EDF): Represented EDF, a world-leading, French state-owned supplier of power, in the following transactions:

    • Montedison S.p.A: 1) Its €1.5 billion acquisition of 20 percent of the share capital of Montedison S.p.A., which resulted in EDF becoming a major shareholder; 2) its €5.5 billion public offer to buy 100 percent of the capital of Montedison; and 3) its €560 million acquisition of 100 percent of Fenice S.p.A.
    • Morrocco Power Plant: Represented EDF and China Datang with a joint bid submission tendered to the Office National de l’Électricité for the development of a 1320 MW coal-fired power plant in Safi, Morocco.
    • Photowatt International: The acquisition of Photowatt International, a now-bankrupt company active in the photovoltaic sector.

    Eurasia Drilling Company Limited (EDC): Advising the Special Committee of the board of directors of EDC on the terms of a take-private transaction by management and certain core shareholders which values EDC at approximately US$1.7 billion.

    Eurofideme: Represented Natixis fund Eurofideme with the acquisition of a stake in a holding company of energy assets, including biomass plants, wind farms and photovoltaic installations.

    Maurel & Prom/Tuscany International Drilling Inc. (Drilling Activities):  Represented oil & gas company Maurel & Prom in its acquisition of Tuscany International Drilling Inc.’s drilling activities in Africa.

    Petroplus: Advised Petroplus with the acquisition of two oil refineries in France.

    Statkraft: Advised the Norweigan power utility Statkraft in the proposed acquisition of a stake in a solar (photovoltaic) project in France.

    Zenith Energy/BP: Advised Zenith Energy, a portfolio company of Warburg Pincus, in its agreement to acquire a liquids storage terminal facility located in the port of Amsterdam from BP plc.

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European Regulatory and Antitrust

  • Caisse des Dépôts et Consignation: Provided counsel with the awarding of a bid to construct and operate a hydro-electric plant by a local public-owned company (SEM).

    Direct Energie: Advised Direct Energie regarding disputes relating to the planning and environmental authorizations required for the construction of a CCGT power plant in the Oise Region.

    GDF Suez: Advised GDF Suez in two major proceedings before the European Commission related to an alleged restrictive market-sharing arrangement with German gas company E.On/Ruhrgas and alleged abuse of a dominant position concerning access to GDF Suez’s transport infrastructures.

    Perstorp: Provided counsel to Perstorp on merger control and environmental law issues with its joint venture with PTT Global Chemical.

    Petroplus: Represented Petroplus in its shutdown of one of its French refineries and advised regarding the notification of central authorities. Assisted in negotiations with local environmental authorities and stakeholders.

    Several mining operators: Advised several mining operators in the negotiations with the central authorities regarding the assignment of mining permits and concessions.  

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Litigation and Investigation

  • Bartesch v. Cook: Obtained dismissal with prejudice of securities fraud class action lawsuit brought in Delaware federal court against former directors and officers of geothermal power company.

    Dayton Power and Light Corp. v. Forster, et al.: Served as chief trial lawyer for former CEO of Dayton Power and Light in litigation over company’s claim for $150 million and client’s counterclaim for improper withholding of benefits and alleged breach of fiduciary duty.  Reached settlement before jury deliberations with payment of $25 million to client and co-defendants.

    General Electric v. United States: Served as counsel for GE in $1 billion dispute with government concerning pension and health care costs under government contracts.

    Independent Oil and Natural Gas Company: Advised one of the largest independent oil and natural gas companies in the U.S  in a comprehensive anticorruption risk assessment and FCPA compliance policy review. 

    International Extractive Company: Assisted a leading international extractive company based outside of the U.S. with an overhaul of its anticorruption controls and procedures.

    Multi-Billion-Dollar Oil and Gas Company: Selected to conduct a compliance program review by a multi-billion-dollar oil and gas company that is required by a court order, under the terms of a past settlement of FCPA charges, to conduct such a review.

    WTG v. ConocoPhillips, et al.: Represented investment bank in action by disappointed bidder against seller and its investment bank for breach of contract and tortious interference.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • Acciona Energía Internacional S.A.: Represented Acciona Energía Internacional S.A., one of Spain's leaders in renewable energy, water and services and infrastructure development, in its €157 million sale of its German wind park portfolio to Swiss energy company Swisspower Renewables AG.

    Apex Energy: Advised management of Apex Energy, LLC in the formation of a strategic partnership with Apollo Global Management to invest in oil and gas properties in the Appalachian Basin.

    Bayou City Energy: Represented 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.

    BCE-Mach LLC: Represented 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. 

    Bloomberg L.P.: Advised Bloomberg L.P. in the development of The Bloomberg – JFK Airport Park Solar Project, a state-of-the-art solar project that will enable Bloomberg's global headquarters in midtown Manhattan and its downtown data center to partially convert to clean solar energy.

    Brookfield/Westinghouse: Represented Brookfield Business Partners in its acquisition of Westinghouse Electric Company, a market-leading nuclear power service, for approximately $4.6 billion.

    Capital Constellation/Ara Partners: 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.

    Carnelian Energy Capital LP/Percussion Petroleum LLC: Represented Carnelian Energy Capital LP in its capital commitment to Percussion Petroleum LLC, an independent oil and natural gas company based in Houston.

    Carnelian Energy Capital Management/SandPoint Resources/Veritas Permian: 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 and Veritas Permian II, LLC.  

    Cartesian Capital Group/Westport Innovations: Represented Cartesian Capital Group LLC in its investment in Westport Innovations Inc., a Canadian company engineering the world's most advanced natural gas engines and vehicles.

    Celsia SA/GDF Suez: Represented Celsia SA, Colombia’s fourth-largest power producer, in its $840 million acquisition of stakes in seven power plants in Panama and Costa Rica from GDF Suez.

    Colony Capital/Colony HB2 Energy/California Resources Corporation: Represented 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.

    Colony Capital/HB2 Energy: Represented Colony Capital in its joint venture with HB2 Energy to form Colony HB2 Energy, an energy-focused investment management platform.

    Drillinginfo/Insight Venture Partners/Genstar Capital: Represented oil and gas data intelligence provider Drillinginfo, a portfolio company of Insight Venture Partners, in its sale to Genstar Capital.

    Ensign Natural Resources/Pioneer Natural Resources/Kayne Anderson Capital Advisors: Represented Kayne Anderson Capital Advisors in its equity commitment to Ensign in the acquisition of Eagle Ford acreage from Pioneer Natural Resources.

    Freedom Oil & Gas/Ramus Capital: Represented Ramas Capital Management, LLC in the formation of Ramas Energy Capital I, L.P. and the consummation of its initial investment in Freedom Oil & Gas Ltd.

    Global Energy Capital: Serve as fund counsel to Global Energy Capital, a global energy services fund headquartered in Houston, Texas.

    Irving Place Capital: Represented Irving Place Capital in the restructuring of its oil and gas partnership with NGP.

    Juniper Capital/BoomTown Oil: Represented Juniper Capital in its strategic partnership with BoomTown Oil with respect to Eagle Ford Shale upstream oil and gas projects.

    Juniper Capital: Represented Juniper in multiple oil and gas transactions and portfolio company investments, including equity-line management team arrangements, cash and carry asset-level joint ventures and oil and gas acquisitions. Represented Juniper portfolio companies in a variety of oil and gas transactions. 

    Kalnin Ventures/Warren Resources: Represented Kalnin Ventures LLC in the $105 million acquisition of Marcellus Shale assets from Warren Resources in northeastern Pennsylvania’s Wyoming County. 

    Kayne Anderson/WildFire Energy/Warburg Pincus: Represented the Kayne Private Energy Income Funds (Kayne Anderson) investment platform in its agreement with Warburg Pincus to provide a $1 billion equity commitment to WildFire Energy, I LLC, an oil and gas exploration and production company.

    Lime Rock Partners: Represented Lime Rock in the following matters:

    • E&P Companies: Represented Lime Rock in various E&P and coal “equity line” arrangements with management teams.
    • SDI Gas: Represented Lime Rock in its LBO of SDI Gas, a Pennsylvania-based oilfield service company operating in the Marcellus and Utica Shales.
    • UTEC: Represented Lime Rock in its LBO of UTEC, a Houston/Aberdeen-based subsea equipment manufacturer.

    Maritime Finance Company/KKR:  Represented Maritime Finance Co., a specialty finance company created to lend to the maritime industry, and its founders, Kristan Bodden and Gabriel Tolchinsky, in the company’s $580 million capitalization by Kohlberg Kravis Roberts & Co. L.P. and MerchCap Solutions LLC.

    Millennial Energy Partners: Serve as fund counsel and represented MEP in all of its oil and gas A&D transactions and joint ventures, including acquisitions, joint ventures and divestitures in the STACK play.

    Newpek/Texas Sinor Nest Oil Assets: Represented 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.

    Quantum Energy Partners: Represented Quantum Energy Partners in the following matters:

    • Gulf Coast Energy Resources: Represented Quantum as a co-investor with Warburg Pincus in the formation of Gulf Coast Energy Resources.
    • Legion II: Represented Quantum in various structuring aspects of Legion II, a Quantum portfolio company.

    Riverstone Holdings LLC: Represented energy and power-focused private equity firm Riverstone Holdings in the following matters:

    • Legend Production Holdings: Represented Riverstone in the combination of Legend Production Holdings with KKR’s Premier Natural Resources. The combined company is now called Trinity River.
    • Liberty Resources I and II; Liberty Oilfield Services: Represented Riverstone in the formation of its Denver-based oil and gas portfolio companies Liberty Resources and Liberty Oilfield Services.
      • Advised Liberty Resources, headed by Chris Wright, in the “re-up” of management in Liberty Resources II.
      • Advised Liberty Resources I in its definitive agreement to sell oil and gas property in the Bakken to Kodiak Oil & Gas Corp. for $660 million.
      • Represented Liberty Resources II in its $455 million acquisition of oil and gas assets in North Dakota's Williston Basin.
      • Represented Liberty Oilfield Services in its acquisition of the U.S. fracturing, coiled tubing and cementing assets of Sanjel Corporation.
    • Proserv Group: Represent Riverstone in its recent acquisition of Proserv Group Inc., a global engineered products and services business focused on the offshore and subsea markets, from private equity firm Intervale Capital. Advised Proserv in its acquisition of Nautronix.
    • Rover Petroleum: Represented Riverstone in its up to $250 million equity commitment to Rover Petroleum, a newly formed, Dallas-based oil and gas company. Represented Rover Petroleum in a number oil and gas acquisitions and joint ventures.
    • Vantage Energy/Rice Energy: Represented Riverstone Holdings LLC, one of the major investors in Vantage Energy, in the sale of Vantage Energy I and II to Rice Energy, Inc. for approximately $2.7 billion.

    Sage Midstream Ventures/Stonepeak Infrastructure Partners: Represented Sage Midstream Ventures in its equity commitment of up to $500 million from Stonepeak Infrastructure Partners.

    Samson Resource II/Rockcliff Energy II: Represented Samson Resources II, LLC, a privately held onshore exploration and production company, in the $525 million sale of its East Texas and North Louisiana Assets to Houston-based oil and gas company Rockcliff Energy II LLC.

    Silver Creek/Genesis Energy: Represented Silver Creek Midstream 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.

    Silver Creek/Tailwater Capital: Represented Silver Creek Midstream in its equity commitment upsize from $150 million to $300 million by Tailwater Energy Fund III and certain co-investors to build out a 100%-owned crude gathering system in Wyoming’s Powder River Basin. 

    SpringBok Energy/NGP: Represented Dallas-based Springbok Energy Partners, LLC in its joint venture with Natural Gas Partners (NGP) to pursue investments in mineral and royalty interests.

    Technip/Air Liquide Global E&C Solutions Germany: Represented global energy industry project management, engineering and construction company Technip in its acquisition of Zimmer polymer technology business from Air Liquide Global E&C Solutions Germany.

    The CapStreet Group, LLC/T.F. Hudgins Holdings, LLC/Allied Reliability Group Holdings, LLC: Represented The CapStreet Group in the combination of portfolio company T.F. Hudgins Holdings and Allied Reliability Group Holdings.

    Third Point/Exco Resources: Represented Third Point with its PIPEs investment in Exco Resources.

    Trident Energy/Hess: Represented Trident Energy, a Warburg Pincus portfolio company, in its acquisition of an interest in oil exploration and production assets offshore Equatorial Guinea from Hess.

    Westport/Fuel Systems Solutions: Represented Westport in its merger with Fuel Systems Solutions to create a premier alternative fuel vehicle and engine company.

    Yildirim Group: Represented Yildirim Group in several transactions in Latin America including the acquisition of coal-mining assets in Colombia from CCX Carvao da Colombia SA (a unit of Eike Batista).

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Other Significant Matters

  • Berkshire Hathaway Subsidiaries/CenterPoint Energy Houston Electric, LLC: Represented various subsidiaries of Berkshire Hathaway with the $1.3 billion secured loan to CenterPoint Energy.

    Exeltium SA: Represented Exeltium SA, a project company that supplies electricity in France, in the successful refinancing of its €1.435 billion senior debt. This represents one of the most significant refinancings in the power sector this year.

    Houston Energy: Represented 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. 

    Morgan Stanley Senior Funding / Global Geophysical Services: Represented Morgan Stanley Senior Funding in its $85 million first lien exit facility to Global Geophysical Services, Inc., which provides seismic data to the oil and gas extraction industry. The facility comprises a $60 million term loan and a $25 million revolver.

    Pike Corporation/Court Square Capital Partners: Represented BofA Merrill Lynch as financial advisor to the Special Committee of the Board of Directors of Pike Corporation, one of the nation's largest specialty construction and engineering firms serving the electric power industry, in the sale of the company to Court Square Capital Partners in partnership with J. Eric Pike, Pike’s Chairman and Chief Executive Officer.

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