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About Gary

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.

One client says that 'he has strong M&A skills and a detail-oriented yet practical approach to getting deals completed on time.'
Chambers USA, 2017


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



University of Houston Law Center,
The University of Texas at Austin,
Bachelor of Business Administration

Bar Admissions

New York


Houston Bar Association
Fellow; Corporate Counsel Section, Chair, 1992 - 1993
State Bar of Texas
Fellow; Corporate Counsel Section, Chair, 1993 - 1994
Salvation Army
Board of Directors
1986 - 1989
Houston Grand Opera
Board of Directors
Southwest Region Board of Directors



The Best Lawyers in America Recognize 74 Bracewell Attorneys

August 15, 2016
Best Lawyers, Woodward White, Inc.

Weil, Bracewell Advise on Kinder Morgan Deal: Business of Law

August 12, 2014
Bloomberg Businessweek - Online

GE gets green light for Lufkin deal worth $3.3B

May 7, 2013
Houston Business Journal - Online

Deal of the Week: Lots of Energy

May 3, 2013
Texas Lawyer - Houston Bureau




Chambers USA
Texas Corporate/M&A, 2010 - 2017
The Legal 500 United States
Mergers & Acquisitions (M&A) Large Deals ($1+ Billion), 2014 - 2019; Capital Markets: Debt Offerings, 2014 - 2015; Capital Markets: Equity Offerings, 2012 - 2015; Project Finance, 2010 - 2011; Mergers & Acquisitions (M&A), 2006 - 2008
Woodward/White, Inc.
Best Lawyers
Corporate Law, 1995 - 2021; Securities/Capital Markets Law, 2021
Thomson Reuters
Texas Super Lawyers
2003 - 2007
University of Houston Law Center
Alumni Association Private Sector Achievement Award, 2017
University of Houston Law Center
Houston Law Review