Gary Orloff maintains a diverse business transactions practice with specific emphasis on the energy industry. Gary has particular experience regarding complex mergers, acquisitions and divestitures, including management and leveraged buy-outs. He advises corporate clients, master limited partnerships and other entities on governance, fiduciary duties and change of control.
Gary represents committees of boards of directors with respect to governance, and counsels special committees in the sale of the company and going-private transactions. An experiences securities lawyer, issuers and investment bankers have looked to Gary on more than $50 billion of public and private offerings of debt, equity, convertible and hybrid securities, secured and unsecured borrowings, high-yield debt and non-recourse project financings, initial public offerings, shelf and secondary offerings, and Rule 144A and Regulation S offerings.
Recent Notable Matters
Tallgrass Energy Partners, LP — representing the Conflicts Committee of the Board of Directors of the General Partner of Tallgrass Energy Partners, LP (TEP) in the merger agreement between Tallgrass Energy GP, LP (TEGP) and TEP, in which TEGP will acquire all TEP common units held by the public
Kinder Morgan, Inc. — $1.25 billion offering of senior notes
Kinder Morgan, Inc. — $22.4 billion going private transaction, its $2.8 billion initial public offering, its $38 billion acquisition of El Paso, its $76 billion acquisition of KMP, KMR and EPB, its "at-the-marekt" equity sales program and its public and Rule 144A sales of more than $20 billion of debt and equity securities over the past several years
Lufkin Industries, Inc. — $3.3 billion acquisition by General Electric Co.
Special Committee of Western Gas Partners — more than $4 billion of transactions with WES's sponsor, Anadarko Petroleum
Conflicts Committee of Tallgrass Energy — $2 billion series of transactions to acquire Pony Express Pipeline
Special Committee of QR Energy — $3 billion sale of QR Energy
FX Energy, Inc. — $13.5 million sale (tender offer) to PKN Orlen
Rockies Express Pipeline, Midcontinent Express Pipeline, Natural Gas Pipeline and Ruby Pipeline — Rule 144A project financings totaling more than $4 billion
Underwriters — more than $5 billion of notes offerings and $1.2 billion of common stock offerings for energy companies, such as EOG Resources, National Oilwell Varco and FMC Technologies
Evercore Partners — asset acquisitions by Pioneer Southwest Energy in its capacity as financial advisor
Tudor, Pickering & Holt — asset acquisitions by PBF Logistics in its capacity as financial advisor