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Environmental risk and liability can become major concerns when assets or companies are bought or sold, or when clients seek or offer financing. We apply a thorough understanding of the business – be it energy, chemicals, refining, heavy manufacturing, or technology – to provide practical, up-to-date insight and advice. We approach transactions with a thorough technical knowledge of the subject at hand, and seek creative approaches to controlling risk. We advise on domestic and international transactions, including mergers, acquisitions, lending/financing, and real estate ventures.

Experience

Recent Notable Matters

Multiple industrial companies — including new owners of upstream oil and gas, midstream, refineries, chemical manufacturing and distribution, and industrial construction facilities following tens of billions of dollars in acquisitions, in negotiating new owner environmental compliance audit agreements with EPA, overseeing and administering those compliance audits, preparing extensive audit disclosures to EPA with respect to environmental violations originating pre-acquisition, and resolving those disclosures with EPA without penalty

Optim Energy, LLC — Chapter 11 proceedings, including the $126 million sale in a bankruptcy auction of the 305 MW coal-fired Twin Oaks Plant to a unit of Blackstone Group LP and the confirmation of a plan of reorganization for its other operational power plants

The Sterling Group LP — The acquisition, operation and divestiture of a middle market private equity firm’s portfolio companies. Recent work included serving as lead environmental counsel in: acquiring the U.S. domestic assets of a European designer and manufacturer of trailer axles, trailer and caravan components, and chassis and motorized chassis, with more than 20 locations around the world; acquiring several bathware ­related businesses across the U.S. in supporting the formation of the American Bath Group; and divesting a company that specializes in providing fully operated and maintained crane services, heavy rigging and specialty hauling services.

Apache Corporation — $1.4 billion sale of approximately 90,000 net acres in southern Louisiana and 115,000 net acres in the Anadarko Basin to Tapstone Energy

Arroyo Energy Investment Partners LLC — acquisition of the Broad River Energy Center, a generation facility in South Carolina, from Energy Capital Partners

Chevron Corporation — the sale of a natural gas liquid logistics system in Louisiana, which includes approximately 500 miles of pipelines and a storage cavern connecting multiple fractionation facilities, refineries and a petrochemical facility, to Phillips 66 Partners LP

Chevron Corporation — sale to ONEOK Partners, LP of the Mesquite Pipeline and its 80 percent interest in the West Texas LPG Pipeline Limited Partnership for approximately $800 million

Conflicts Committee of the Board of Directors of the general partner of Tallgrass Energy Partners, LP (TEP) — a series of transactions by which TEP acquired Pony Express Pipeline, LLC (Pony Express) for cash and common units of TEP issued to Tallgrass Development, LP. The total consideration of the series of transactions was more than $2 billion.

Delek Logistics, LP — the regulatory and commercial agreement aspects of joint ventures to develop 107-mile and 80-mile crude oil pipelines

Freeport-McMoRan Oil & Gas, LLC — sale of an oil and gas mineral asset package, which includes 1.2 million gross mineral acreage in 20 states and an estimated production of 850 BOE/D, to Black Stone Minerals, L.P. for $102 million

Great Plains Energy Inc. — revised stock-for-stock merger of equals transaction with Westar Energy, Inc., creating a company with a combined equity value of approximately $14 billion, and with nearly 13,000 MW of generation capacity and more than 51,000 miles of distribution lines

Howard Midstream Energy Partners, LLC — purchase of northeast Pennsylvania gathering assets from Southwestern Energy Company for $500 million

Integrys Energy Group, Inc. — sale of a portfolio of over 50 distributed solar projects to TerraForm Power, LLC

Kinder Morgan, Inc. — acquisition by The Southern Company of a 50 percent equity interest in Southern Natural Gas

Large food processing company — the negotiation of a fuel cell power purchase agreement related to the purchase of fuel cells for the client’s Southern California food processing plant

Midstream joint venture — the formation of a joint venture formed by two existing large natural gas pipeline companies that seeks to construct a roughly $2 billion, cross-border natural gas pipeline system that is designed to transport 1.5 Bcf/d of Appalachian shale gas across hundreds of miles to high-demand markets in the U.S. Midwest and Ontario, Canada

Pioneer Natural Resources Company — acquisition of 28,000 acres in the Midland Basin from Devon Energy Corporation for $435 million

Rockland Capital, LLC — acquisition of an 85 MW combined cycle cogeneration facility located in Nevada and a 121 MW dual-fuel combined cycle facility in Florida from affiliates of Quantum Utility Generation, LLC

Talen Energy Corporation — $1.175 billion acquisition of MACH Gen, LLC, the holding company of three natural gas-fired power plants located in New York, Massachusetts and Arizona with a total capacity of over 2,500 MW

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Texas Citizen Suit Developments

June 6, 2017

In late April, a decision out of the U.S. District Court for the Southern District of Texas sent waves through the Texas environmental community, assessing a civil penalty of almost $20 million in a citizen suit brought by environmental non-governmental organizations (NGOs) under Section 304 of the federal Clean Air Act. Whit Swift discusses that suit, the alleged violations for which the plaintiffs pursued enforcement, and lessons learned from both the federal court of appeals and district court decisions that led to the outcome.

For Oil & Gas M&A, It’s a Buyers’ Market

April 25, 2017

For the majority of global oil and gas companies, 2016 was a tough year. Buffeted by depressed crude oil and natural gas prices, corporate profits were squeezed, sparking widespread restructurings, layoffs and in certain cases bankruptcies. In normal circumstances, such conditions would be a boon for merger and acquisition (M&A) activity. But uncertainty over the length and severity of the commodity price downturn created a value mismatch between buyers and sellers. The result was a moribund M&A market in the oil and gas sector. In fact, according to business advisory firm Deloitte,...

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