Energy/Utilities

Our energy practice is distinguished by its breadth of practice and consistent excellence across that breadth, the number and diversity of its clients, and its close integration with important related practice areas in our firm, each of which is itself at or among the very top of the profession in their respective areas of practice. 

We regularly advise our energy and utilities clients on mergers and acquisitions, divestures, spinoffs, strategic alliances and joint ventures. Davis Polk has worked on some of the most iconic and transformative M&A deals in the industry, including:

  • Exxon on its merger with Mobil to create the world’s largest integrated oil company

  • Texaco on its merger with Chevron to create the world’s second-largest integrated oil company

  • Suez on its merger with GDF to create the world’s largest liquefied natural gas company

  • CNOOC on its acquisition of Nexen, the largest outbound acquisition by a Chinese company

In addition to working with world’s largest energy and utility companies, we advise a number of the largest private equity firms that focus on the energy industry. In recent years, we have advised Morgan Stanley, Crestview Partners and Metalmark Capital Partners, among other firms, on their investments in the energy sector.

Davis Polk has decades of experience working on capital markets and other financing transactions for energy companies worldwide, particularly in the oil and gas and electricity/power sectors, and more recently in the renewables sector. Our clients include several of the most prominent global energy companies, as well as many newer companies looking to position themselves as industry leaders. Indeed, in the past five years, we have been involved in the IPOs of 26 energy companies.

Our clients have included:

  • AES Corp. 
  • Areva
  • Aventine Renewable Energy 
  • Cairn India 
  • China National Petroleum
  • CNOOC 
  • Cobalt International Energy 
  • Consolidated Energy
  • ContourGlobal
  • Cosan
  • Delonex Energy
  • El Paso Corp.
  • EDF
  • GDF Suez
  • ExxonMobil
  • Mongolian Mining Corp.
  • Kosmos Energy
  • Murphy Oil
  • Pattern Energy
  • Pepco Holding
  • Patriot Coal
  • Reliance Industries
  • Quicksilver Resources
  • SandRidge Energy
  • Repsol
  • Western Refinery
  • Westar Energy

Moreover, we have a significant number of designated underwriter counsel roles, including for:

  • AmerGas Partners
  • CalDive International
  • Cloud Peak Energy 
  • Continental Resources
  • Devon Energy Corp.
  • Diamond Offshore Drilling
  • Edenor 
  • El Paso Corp. 
  • Emgesa
  • Exterran Holdings
  • Florida Gass Transmission Co.
  • GMX Resources 
  • Goodrich Petroleum
  • Great Plains Energy
  • Hess Corp. 
  • James River Coal
  • Kansas City Power & Light
  • Kodiak Oil & Gas
  • Korea Hydro & Nuclear Power
  • McMoRan Exploration
  • MRC Global
  • Nantucket Electric Co.
  • Penn Virginia
  • Pertamina
  • Portland General Electric
  • PT Berau Coal Energy
  • Range Resources
  • SandRidge Energy
  • Statoil
  • Tennessee Gas Pipeline
  • United Illuminating Co.
  • Valero Energy

Similarly, Davis Polk has broad experience in project and structured financings in the energy industry, particularly in oil and gas sector projects in Central and South America. We have worked on both upstream and downstream projects, including:

  • Oil field development projects for ExxonMobil

  • The Hamaca and Cerro Negro project financings in Venezuela 

  • Secondary recovery projects for PEMEX 

  • Export receivables 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

We have long been active in power plant financings, working on projects in recent years in the United States, Indonesia, Mexico, Chile and Brazil. We also have regularly represented Morgan Stanley as a power purchaser or hedge provider to support power plant financings in the United States.

In addition to our transactional work, we also have experience advising clients in connection with internal investigations into oil and gas reserves adjustments. Most notably, we advised the Audit Committee of Royal Dutch Shell in connection with its proved reserves investigation in 2004.

We have advised on some of the industry's most high-profile transactions. View our recent experience in:

Capital Markets

EQUITY

  • OGX Petróleo e Gás ($4.1 billion). We advised OGX Petróleo e Gás, the largest independent oil and natural gas exploration and production company in Latin America, on a Rule 144A/Regulation S IPO of common stock.

  • 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. 

  • Repsol YPF ($1.2 billion). We advised Repsol YPF, a Spanish integrated oil and gas company engaged in all aspects of the petroleum business, as selling shareholder, and YPF, Argentina’s leading energy company, as issuer, on a SEC-registered secondary offering of ADSs of YPF. 

  • MRC Global ($983 million). We advised the underwriters on a $477 million IPO of common stock of MRC Global, the largest global distributor of pipe, valves and fitting products and services to the energy industry, based on sales and supplies these products and services across each of the upstream, midstream and downstream sectors. We also advised the underwriters on a $506 million secondary offering of common stock of MRC Global. 

  • 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.

DEBT

  • ExxonMobil ($5.3 billion). We advised ExxonMobil on an aggregate of $5.3 billion of tender offers for outstanding debt securities of its wholly owned subsidiary, XTO Energy. 

  • CNOOC ($4 billion). We advised CNOOC on a $2 billion Rule 144A/Regulation S offering of guaranteed notes by its wholly owned subsidiary, CNOOC Finance (2012). CNOOC is an upstream company specializing in the exploration, development and production of oil and natural gas, and a dominant oil and natural gas producer in offshore China. We also advised the initial purchasers on a $2 billion Rule 144A/Regulation S offering of guaranteed notes by CNOOC Finance (2011). 

  • OGX Petróleo e Gás ($3.7 billion). We also advised OGX Petróleo e Gás, the largest independent oil and natural gas exploration and production company in Latin America, on its $2.6 billion Rule 144A/Regulation S offering of high-yield senior notes. This offering was the largest-ever high-yield notes offering by a Latin American issuer. We advised OGX Austria, a subsidiary of OGX Petróleo e Gás, on a $1.063 billion Rule 144A/Regulation S offering of high-yield notes. 

  • Sinopec ($3 billion). We advised the joint global coordinators on a Rule 144A/Regulation S offering of senior notes by Sinopec Group Overseas Development (2012), a subsidiary of China Petrochemical Corporation, which is the largest integrated petroleum and petrochemical company in China and one of the largest in the world in terms of operating revenue. The transaction is the first global debt offering by China Petrochemical Corporation and the largest cross-border debt offering by a PRC company to date. 

  • The AES Corporation ($2.25 billion). We advised The AES Corporation, a global power company that owns a portfolio of electricity generation and distribution businesses, on its $1 billion Rule 144A/Regulation S offering of high-yield senior notes and on a subsequent $1.25 billion Rule 144A/Regulation S offering of high-yield notes by its special purpose subsidiary Dolphin Subsidiary II. 

  • Continental Resources ($2 billion). We advised the initial purchasers on a $1.2 billion Rule 144A/Regulation S offering of high-yield senior notes by Continental Resources, an independent crude oil and natural gas exploration, development and production company with operations in the North, South and East regions of the United States. We also advised the initial purchasers on a $800 million Rule 144A/Regulation S offering of high-yield senior notes by Continental Resources.

  • AmeriGas Partners ($1.55 billion). We advised the underwriters on an SEC-registered offering of high-yield senior notes by AmeriGas Partners, a publicly traded limited partnership and one of the largest retail propane distributor in the United States based on the volume of propane gallons distributed annually.

M&A

  • We advised ExxonMobil on its $41 billion all-stock acquisition of XTO Energy, a Fort Worth, Texas-based natural gas producer. 

  • We advised CNOOC, China’s largest producer of offshore crude oil and natural gas, on its $15.1 billion acquisition of Nexen, a Canadian global energy company. CNOOC’s acquisition of Nexen is the largest outbound acquisition by a Chinese company.

  • We advised Cosan S.A. Indústria e Comércio, the largest grower and processor of sugarcane in the world and the largest ethanol producer in Brazil, on the formation in Brazil of a $12 billion joint venture with Shell International Petroleum Company for the production of ethanol, sugar and power, and supply, distribution and retail of transportation fuels.

  • We advised Areva, a French provider of technological solutions for nuclear power generation, transmission and distribution, on the €4.09 billion sale of its Transmission and Distribution division (AREVA T&D) to Alstom and Schneider Electric. 

  • We advised EDF, a French company engaged in energy generation, transmission, distribution and trading, on its €3 billion cash-and-share offer for 50% of the share capital of EDF Energies Nouvelles, a French market leader in renewable energy, that it does not already hold. 

  • We advised First Wind, an independent renewable energy company focused on the development and operation of utility-scale renewable energy projects in the United States, on its $2.4 billion acquisition by SunEdison, which manufactures solar technology and develops, finances, installs and operates distributed solar power plants, and TerraForm Power, a renewable energy leader.
  • We advised Reliance Industries, an Indian oil and gas exploration and production company, on its $1.7 billion acquisition of the stake that it did not already own in Reliance Petroleum, an Indian oil and gas refiner. 

  • We advised Murphy Oil, an El Dorado, Arkansas-based independent oil and gas exploration and production company, in connection with the spinoff to its stockholders of Murphy Oil USA, a retail marketer of fuel products and convenience merchandise, into an independent and separately traded company.

  • We have advised Morgan Stanley on the sale of its Global Oil Merchanting business, an oil and products platform active in the light ends, distillates, crude and wet freight markets, to Castleton Commodities International, a commodities merchant with operations consisting of physical and financial commodities trading and the ownership and operation of upstream and infrastructure assets.
  • We advised Quincunx, an affiliate of Kerry Mining, a member of the Kerry Group conglomerate of businesses in Hong Kong and China, on its $970 million sale of QGX Coal, which holds mining rights to the Baruun Naran Coal Mine in Mongolia, to Mongolian Coal Corporation, a subsidiary of Mongolian Mining Corporation. 

  • We have advised El Paso Electric Company, a power generation company with an area of 10,000 square miles in west Texas and southern New Mexico, on the sale of its interest in the Four Corners Power Plant, which consists of five coal-fired units located on the Navajo Nation in northwest New Mexico, to Arizona Public Service Company, a provider of electric service to 1.2 million customers in the Phoenix area. The Four Corners plant and the nearby Navajo Mine provide hundreds of jobs on the Navajo reservation, which has an unemployment rate near 50%, and represent 30%-40% of the Nation’s general fund revenues.
  • We advised Eike Batista’s EBX Group, a Brazilian natural resources and logistics conglomerate, in connection with the joint venture between MPX, EBX’s energy arm, and E.ON, a German power generation, natural gas, energy trading, retail and distribution. The 50/50 joint venture will create the largest private energy company in Brazil.

Private Equity

  • We advised AIG Financial Products on the $22 billion management-led buyout of Kinder Morgan, a Texas-based energy transportation, storage and distribution company, by AIG, management of Kinder Morgan, GS Capital Partners, The Carlyle Group and Riverstone Holdings.

  • 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

  • We advised DLJ Merchant Banking Partners, the private equity investment arm of Credit Suisse, as selling shareholder of FDR Holdings (Frontier), a Houston, Texas-based independent oil and gas drilling company, on the acquisition of Frontier by Noble in a cash transaction that values the enterprise at $2.16 billion. 

  • 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

    • $200 million investment in Continuum Wind Energy, a wind power generator in India

  • 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

  • We advised Greenhill Capital Partners and Metalmark Capital on their $305 million acquisition of BreitBurn Energy Partners, a Los Angeles, California-based independent oil and gas limited partnership, from Provident Energy Trust, a Calgary, Canada-based open-end investment trust. 

  • We advised Morgan Stanley Capital Partners on its investment in Triana Energy, a Charleston, West Virginia-based oil and gas exploration and production company.

  • We advised Delonex Energy, a new, world-class energy exploration and production company focused on Central and East Africa with headquarters in London, on a $600 million investment by an affiliate of Warburg Pincus, a global private equity firm with more than $40 billion in assets under management.