Energy/Utilities

We advise global energy companies, as well as financial institutions and private equity firms active in the industry, on a broad spectrum of matters involving the oil and gas (upstream, midstream, downstream), coal, wind, hydroelectric, renewables, energy technology, utility, nuclear, biofuel and ethanol sectors.

The lawyers in our practice regularly advise on:

  • Banking and Finance Transactions (Credit)
  • Capital Markets Offerings (Debt and Equity)
  • Mergers and Acquisitions
  • Project Financings 
  • Recapitalizations and Restructurings
  • Strategic Alliances and Joint Ventures
  • Spinoffs

Recognition

  • 2017 M&A Advisor Turnaround Awards 
    • “Restructuring Deal of the Year” (Arch Coal)
    • “Sec. 363 Sale of the Year” (Alpha Natural Resources)
    • “Energy Deal of the Year” (Venoco)
    • “Energy Deal of the Year” (Midstates Petroleum)
    • “Cross-Border Restructuring Deal of the Year” (Pacific E&P)
  • 2014 IJGlobal Awards
    • “Latin American Wind Deal of the Year” (Contour Peru Wind)
    • “North American Single-Asset Power Deal of the Year (Oregon Clean Energy)
  • 2014 LatinFinance Infrastructure Finance Awards
    • Best Oil/Gas Financing (Sete Brazil)
  • 2013 Project Finance International Awards
    • “Latin American Oil & Gas Deal of the Year” (Odebrecht)

Insolvency and Restructuring

  • Arch Coal ($6 billion). We represented Arch Coal, the second-largest U.S. coal producer, on its $6 billion restructuring under Chapter 11 of the Bankruptcy Code. This transaction was one of the fastest and most successful multibillion dollar non-prepackaged bankruptcy cases in recent years.
  • Venoco ($1.325 billion). We are advising Venoco, Inc.’s first- and second-lien noteholders and proposed DIP lenders on the company’s pre-arranged chapter 11 filing that is expected to equitize nearly $900 million of debt. We also advised the note purchasers, exchanging noteholders and lenders on the company’s $400 million debt recapitalization. 
  • Alpha Natural Resources ($7.1 billion). We are advising the administrative agent on $1.25 billion in prepetition credit facilities and a $600 million DIP facility for Alpha Natural Resources; also advising the agent and a steering committee of lenders on the company’s chapter 11 cases.
  • Schahin ($651.5 million). We are advising the ad hoc group of holders of 5.875% notes due 2022 issued by the company in connection with the recuperação judicial of certain Schahin entities.
  • Peabody Energy ($3.65 billion). We are advising Peabody’s administrative agent on $2.85 billion prepetition first-lien secured credit facilities and $800 million DIP facility in the company’s chapter 11 cases.
  • Midstates Petroleum ($2 billion). We are advising the second-lien bondholders of Midstates Petroleum on the company’s $2 billion restructuring under Chapter 11 of the Bankruptcy Code.

Capital Markets

EQUITY

  • Southwestern Energy ($2.4 billion). We advised the underwriters on a $2.4 billion aggregate amount of current SEC-registered offerings of common stock and depositary shares by Southwestern Energy, a Texas-based independent energy company engaged in natural gas and oil exploration, development and production.

  • Sandridge Energy ($842 million). We advised the lead managers on the $842 million IPO of common stock by SandRidge Energy, an Oklahoma-based oil and natural gas company with its principal focus on exploration and production. This was the second-largest E&P IPO in history.
  • PPL Corporation ($3.65 billion). We advised the lead managers on concurrent SEC-registered offerings of common stock and equity units by PPL Corporation, a Pennsylvania-based electric utility company. The transaction represents the largest-ever registered equity offering by a U.S. utility company.

  • Cobalt International Energy ($2.7 billion). We advised Cobalt International Energy, an independent oil and gas exploration and production company focusing on the deepwater U.S. Gulf of Mexico and offshore Angola and Gabon, on its $958 million SEC-registered IPO of common stock. This was the largest E&P IPO in history and the first SEC-registered IPO by an energy company with no proven reserves. We also advised Cobalt on a $1.7 billion SEC-registered primary and secondary offering of common stock. 

  • Kosmos Energy ($621 million). We advised Kosmos Energy, an international oil exploration and production company with a focus in Africa, on a SEC-registered IPO of common stock. We also subsequently advised Kosmos on a $317 million follow-on offering of its common shares.  

DEBT

  • ExxonMobil ($25 billion). We have advised ExxonMobil Corporation on over $25 billion of debt offerings in the aggregate since 2014, including the $8 billion notes offering, which was the largest U.S. energy offering in 2015. 
  • PDVSA ($20.9 billion). We have advised the dealer managers on six Rule 144A/Regulation S offerings of senior notes, totaling $20.9 billion, by Petróleos de Venezuela, S.A. (PDVSA).
  • Freeport-McMoRan ($6 billion). We advised Freeport-McMoRan on its $6 billion high-yield debt offering in connection with its acquisition of Phelps Dodge Corporation. This was the largest high-yield debt deal in history, at the time. 
  • CNOOC ($4 billion). We advised CNOOC Limited on the $4 billion SEC-registered guaranteed notes offering by its subsidiary, CNOOC Nexen Finance (2014) ULC. CNOOC Limited is an upstream company specializing in the exploration, development and production of oil and natural gas. This was the largest SEC-registered global offering by an Asian corporate issuer in 2014.

  • OGX Petróleo e Gás ($3.7 billion). We also advised OGX Petróleo e Gás on its $2.6 billion Rule 144A/ Regulation S offering of high-yield senior notes. At the time, this offering was the largest-ever high-yield notes offering by a Latin American issuer. We also advised OGX Austria, a subsidiary of OGX Petróleo e Gás, on a $1.1 billion Rule 144A/Regulation S offering of high-yield notes. 

  • Hess Corporation ($2.6 billion). We have advised the underwriters on over $2.6 billion of debt offerings by Hess Corporation, a global exploration and production company that develops produces, purchases, transports and sells crude oil and natural gas.

  • Delek Group ($2 billion). We advised Delek Group on its $2 billion notes offering. This transaction is the largest USD, investment-grade project bond issuance to date. Delek Group is an Israeli energy company engaged in natural gas exploration and production in the Eastern Mediterranean’s Levant Basin.

M&A

  • ExxonMobil. We advised ExxonMobil on its:
    • $81 billion merger with Mobil, creating the world’s largest integrated oil company
    • $41 billion stock acquisition of XTO Energy, a Texas-based natural gas producer
    • $5.6 billion acquisition of Bass Family assets in the Permian Basin
    • $2.5 billion acquisition of InterOil
  • CNOOC Limited. We advised CNOOC, China’s largest producer of offshore crude oil and natural gas, on its $15.1 billion proposed acquisition of Nexen – the largest-ever takeover by a Chinese corporation of a foreign target; and its $18.5 billion proposed takeover of Unocal.
  • Texaco. We advised Texaco on its: 
    • $45.4 billion merger with Chevron, creating the world’s second-largest integrated oil company
    • $3.9 billion sale of its stake in two gas refinery joint ventures to Motiva Enterprises
    • $1.4 billion acquisition of Monterey Resources, a California-based producer of oil and gas
  • Baker Hughes. We advised Baker Hughes, a supplier of oilfield services, products, technology and systems, on its pending $25 billion combination with GE’s oil and gas business. The transaction will be executed using a partnership structure, pursuant to which GE Oil & Gas and Baker Hughes will each contribute their operating assets to a newly formed partnership.
  • TechnipFMC. We advised Technip, a world leader in project management, engineering and construction for the energy industry, on its $13 billion combination with FMC Technologies, a global market leader in subsea systems.
  • Emera. We advised Emera, an energy and services company headquartered in Halifax, Nova Scotia, that invests in electricity generation, transmission and distribution, on its $10.4 billion acquisition of TECO Energy, an energy-related holding company with regulated electric and gas utilities in Florida and New Mexico.
  • Western Refining. We advised Western Refining, an independent oil refiner and marketer operating mostly in the southwestern and western United States, on its $6.4 billion acquisition by Tesoro Corporation, one of the largest independent refiners and marketers of petroleum products in the United States.
  • Noble Group. We advised Noble Group, a Hong Kong manager of a portfolio of global supply chains, on its $1.05 billion sale of Noble Americas Energy Solutions, a power marketer focused on offering supply and risk management services, to Calpine, America’s largest generator of electricity from natural gas and geothermal resources.
  • Petrobras. We advised Petrobras, a Brazilian integrated energy company, on the $892 million sale of an indirect 67.19% stake in Petrobras Argentina to Pampa Energía, an Argentinian energy company.
  • Royal Dutch Shell. We were retained by the Royal Dutch Shell Audit Committee to act as independent counsel and lead an investigation into the recategorization of almost 4 billion barrels of oil equivalent from proved reserves to other reserve categories.

Private Equity

  • I Squared Capital. We advised I Squared Capital, an independent global infrastructure investment manager focusing on energy, utilities and transport, on its:
    • Acquisition of four hydroelectric power plants located on the Yadkin River in North Carolina

    • Acquisition of four long-term contracted landfill gas-to-energy facilities near Atlanta, Georgia

    • Acquisition of Lincoln Clean Energy

    • Formation of an equity partnership with Energy Investors Funds to construct Oregon Clean Energy

  • Crestview Partners. We advised Crestview Partners, a private equity firm that focuses on the energy sector, on its:
    • $7.2 billion acquisition with an investor group of Samson Investment Company
    • $125 million investment in SES Holdings, a Gainesville, Texas-based oil service and supply company
    • $100 million investment in Silver Creek Oil & Gas
  • Morgan Stanley Infrastructure Partners. We advised Morgan Stanley Infrastructure Partners on its:
    • $550 million sale of its 50% interest in Grupo Saesa, an electricity distributor in Chile
    • $320 million acquisition of the Medical Area Total Energy Cogeneration Plant in Boston, Massachusetts, from NSTAR
    • Investment in Zhaoheng Hydropower Holdings, one of China’s leading developers and operators of small and medium-sized hydropower plants
    • $300 million sale of Continuum Wind Energy, which operates wind power plants in India

  • Metalmark Capital. We advised Metalmark Capital on its:
    • $305 million acquisition of a stake in BreitBurn Energy Partners
    • $300 million investment in Maxum Petroleum
    • Sale of a controlling interest in Maxum Petroleum to Pilot Flying J, a Knoxville, Tennessee-based wholesale fuel provider
    • $80 million sale of strategic natural gas gathering assets in the Texas Panhandle to Enable Midstream Partners
    • $23 million acquisition of the Riverbend Project midstream assets of Gasco Energy
    • acquisitions of Pyramid Corporation, Tarpon Energy Services and Warwick & Kent Holdings

Credit

  • Southwestern Energy ($5.75 billion). We advised the arrangers on a $750 million senior unsecured term loan, a $4.5 billion senior unsecured bridge term loan, and a senior unsecured $500 million term loan.
  • ExxonMobil ($5 billion). We advising the arrangers on a $5 billion 364-day unsecured revolving credit facility for ExxonMobil Corporation.
  • Murphy Oil ($1.2 billion). We advised Murphy Oil Corporation, Murphy Exploration & Production Company – International and Murphy Oil Company Ltd. on their $1.2 billion credit facility. 
  • Noble Clean Fuels ($1 billion). We advised Noble Clean Fuels on its $1 billion commodities asset-based revolving credit facility.
  • ConEdison ($2.25 billion). We advised the arrangers on a $2.25 billion unsecured revolving credit facility for Consolidated Edison, Inc.  

Project Finance

  • Sete Brasil ($1.25 billion). We advised Sete Brasil Participações S.A. and Sete International GmbH on a capital call credit facility in the amount of $1.25 billion. The facility will be used to finance the ongoing construction of 29 ultra-deep water drilling rigs to be built in several Brazilian shipyards, each costing approximately $950 million – total project value size $26 billion.
  • Odebrecht ($1.69 billion).We advised Odebrecht Offshore Drilling Finance Limited on its $1.69 billion Rule 144A/Regulation S senior secured notes offering, the proceeds of which will be used to pay for the construction of two deep sea drill ships with capacity to drill to a maximum depth of 12,000 meters below the seabed off the coast of Brazil. This was one of the largest project bond issuances ever in Latin America.
  • Punta Catalina ($2 billion). We advised Construtora Norberto Odebrecht S.A. on the construction and joint venture arrangements for the design, engineering, procurement, construction and commissioning of two “clean coal” fired thermoelectric power plants to be located in Punta Catalina, Hatillo, in the Dominican Republic.
  • Cerro Negro ($2.5 billion). We advised the initial purchasers of a $2.5 billion combined Rule 144A offering of bonds and commercial bank loan for the Cerro Negro heavy-oil project in Venezuela, sponsored by Mobil, Petróleos de Venezuela and Veba Oel.
  • Metor ($335 million). We advised JBIC and a consortium of Japanese commercial banks on the $335 million project financing for the Metor methanol plant expansion in Venezuela.  

Other notable transactions include:

  • Oil field development projects for ExxonMobil
  • Secondary recovery projects for PEMEX
  • Export rereceivables transactions for PDVSA, PEMEX and Repsol YPF
  • Advance payment and production payment transactions for various financial institution clients
  • Financings for a number of downstream facilities, including projects by PDVSA and Pequiven