Energy

Mergers & Acquisitions

• Represented Cerberus Capital Management acquisition of Keane & Sons Drilling Co., a major provider of hydraulic fracturing drilling services, primarily in the Marcellus Shale. We have also represented Keane in a number of add-on acquisitions to expand its business to other areas.
• Represented an affiliate of Veritas Capital in the $150-million acquisition of EMCORE Corporation’s Space Photovoltaics business, which provides products for space power applications, including high-efficiency multi-junction solar cells, coverglass interconnected cells and complete satellite solar panels and terrestrial applications.
• Represented Aeroflex Holding Corp. in its $1.46-billion sale to Cobham plc, a U.K.-listed company that designs and manufactures a wide range of equipment, specialized systems and components for the aerospace, defense, energy and electronics industries.
• Represented Carlson Capital as shareholder of EPL Oil & Gas Inc., an independent oil and natural gas exploration and production company, in its $2.3-billion merger with Energy XXI, an independent oil and natural gas exploration and production company.

Investment Management

• Represented TPH Asset Management, an affiliate of Tudor, Pickering, Holt & Co. Advisors, LLC, in connection with the establishment and offering of hedge funds that focus on energy and energy infrastructure companies, including utilities and master limited partnerships, and the acquisition of investments for such vehicles.
• Represented The Energy & Minerals Group, a private investment firm with a family of funds that invest in the energy and minerals sectors, in connection with fundraising and structuring to establish the $4 billion EMG Fund III – EMG’s third energy and minerals fund. 
• Represented Wexford Capital in connection with the establishment and offering of private equity funds and hedge funds investing in energy and natural resources, including coal.
• Representing Vortus Investment Advisors, a private equity firm investing in the mid-market upstream energy industry in North America, regarding fundraising and structuring advice to establish Fund I — the manager’s maiden oil and gas fund — including closing a $50 million club deal for warehouse investment.
• Representing REAL Infrastructure Capital Partners on fundraising and structuring to establish REAL Infrastructure Capital Partners — the manager’s first renewable energy fund. The fund will invest in utility-scale, renewable resource power generation.

Finance

• Represented a specialty finance lender as prepetition/DIP/proposed exit lender to Storm Cat Energy, an oil and gas exploration and production company.
• Represented a group of lenders in financing the acquisition (by a private equity sponsor) of certain companies, operated from numerous locations in West Virginia and Kentucky, engaged in the business of storing and transferring coal, liquids and general bulk commodities, barge-towing services and the mixing and selling of synthetic fuel and coal.
• Represented the agent for a syndicate of lenders in an oil and gas reserve based financing to a privately-held exploration and development company operating primarily in the Appalachian area.

Shareholder Activism

• Represented TPG-Axon Capital Management in its successful activist campaign with SandRidge Energy Inc., conducting a consent solicitation that resulted in the immediate addition of four TPG-Axon nominees to the board and the departure of SandRidge’s CEO.
• Representing Soros Fund Management in connection with its investment in Radnor, Pa.-based oil and gas company Penn Virginia Corp., seeking to cause the company to explore strategic alternatives and modify capital allocation policies to increase shareholder value.
• Represented the board of Equal Energy in connection with an activist campaign brought by two individual activist investors, defeating a proposed proxy contest; and successfully advised the board during Lawndale Capital’s activist campaign to force the immediate sale of the company.

PIPEs

• Represented investors in the unregistered PIPE issued by Magnum Hunter Resources Corporation, an independent oil and gas company engaged in the exploration, exploitation, acquisition, development and production of crude oil, natural gas and NGLs in the United States and Canada.
• Represented investors in the registered direct PIPE issued by Samson Oil & Gas, an Australia-based oil and gas company.
• Represented investors in the registered direct-CMPO PIPE issued by Gevo, a leading renewable chemicals and advanced biofuels company.
• Represented investors in the registered direct PIPE issued by Ballard Power Systems, a designer and manufacturer of clean energy hydrogen fuel cells.

Business Reorganization

• Represented Tennenbaum Capital Management and TPG Specialty Lending Inc. as prepetition first lien lenders in the Chapter 11 case of Global Geophysical Systems Inc. and affiliates.
• Represented Ableco Finance, Wells Fargo Foothill and Regiment Capital as prepetition secured creditors in the bankruptcy case of Pen Holdings, Inc., where the debtors were primarily engaged in the mining and sale of coal, and controlled the mineral rights to approximately 200 million tons of reserves.
• Represented Alfa SAB de CV, a Mexican holding company, before the U.S. Court of Appeals for the Second Circuit in litigation stemming from the bankruptcy of Enron, a Houston-based energy, commodities and services company.
• Represented the creditors’ committee in Global Power Equipment Group and Pegasus Gold Corporation.
• Represented the chairman of an official equity committee in the reorganization of Seahawk Drilling Inc., a company that provided drilling services to the oil and natural gas exploration and production industries.

Distressed Debt & Claims Trading

• Represented investors in Stallion Oilfield, a leading oilfield services company that provides comprehensive wellsite support and production and logistics services to oil and natural gas exploration and production companies, during its Chapter 11 reorganization.
• Represented an investment fund with respect to a foreclosure upon natural gas working interests in the Fayetteville Shale.
• Represented investors in Trident Resources Corporation, a natural gas production company principally focused on the exploration and exploitation of unconventional natural gas resources, during its Chapter 11 restructuring. 

Distressed Investing

• Represented a private investment firm in connection with its investment in secured debt issued by Texas Competitive Electric Holdings, a subsidiary of Energy Future Holdings.
• Represented a secured lender in the Chapter 11 case of Mahalo Energy, a coal-bed methane and unconventional gas exploration and development company.
• Represented an affiliate of an investment manager in connection with an investment in Dynegy Inc., a Texas-based electric utility company.

Environmental

• Represented a private investment firm in the evaluation of a potential acquisition of Dynegy, a Texas-based electric utility company.
• Represented an exploration company and insurance company in private party claims of injury and damage arising out of alleged condensate releases from a petroleum gathering system in Louisiana.

Real Estate

• Represented Tennenbaum Capital Partners LLC in leading a group of investors that provided a $75-million credit facility to Oxford Resource Partners LP, which owns Oxford Mining, operator of several coal mines in Ohio and Kentucky, and in the securing of mortgages on the coal leasehold rights and fee properties.