Energy - M&A

Overview

Blank Rome’s Energy M&A team is prepared to advise clients on matters from the routine to the most complex transactions across the entire field of the energy industry, including the more nuanced dealings of the upstream, midstream, downstream, and infrastructure services sectors. With attorneys on the ground in both Houston and Pittsburgh, our team has a solid foothold in the most active producing basins and energy hubs in the United States, including the Gulf Coast and Permian Basins, as well as the Marcellus Basin in the northeast. Our attorneys are exceptionally well positioned to partner with our clients in creating the high value and sustainable business models they strive for and expect.

The developing energy transition has created tremendous opportunities for innovation, diversification, and growth for our clients participating in the evolving energy economy. Our lawyers are uniquely positioned at the nexus of this evolution, leveraging decades of traditional dealmaking and project experience to counsel our clients through the unique business and legal challenges of developing and implementing tomorrow’s energy innovations. Building on the foundations forged over decades of industry experience, we are doing pioneering work for clients engaged in emerging energy sectors, including the burgeoning carbon capture, utilization, and sequestration (“CCUS”) industry. As early movers in CCUS, we have represented project sponsors, landowners, industrial emitters, and private equity at all phases of project implementation, including pore space leasing, carbon offtake and transportation, equity and debt finance and joint ventures, permitting, and 45Q tax credits and other carbon attribute matters.

For decades, our team has maintained a solid knowledge and appreciation for the various challenges and expectations facing businesses in this industry, and they draw from this experience to advise clients and provide solutions that will avoid any risks or potential pitfalls that may arise. Our clients rely on Blank Rome for our attorneys’ ability to provide strategic and forward-looking insight into this industry while also understanding their unique business concerns. We advise a full spectrum of energy-industry clients, including:

Oil, gas, petroleum liquids, and mineral producers
Governments and national energy companies
Electric, gas, and water independents and public utilities
Carbon capture and storage project sponsors
Liquid natural gas (“LNG”) importers, exporters, and storage operators
Oilfield service companies
Midstream operators

Pipeline, processing, and distribution companies
Renewable energy companies, including offshore wind developers
Electric transmission companies
Developers and owners of solar, wind, and hydro power facilities
Service providers including engineering, procurement, and construction (“EPC”) and environmental firms
Financial institutions, including major private equity and infrastructure funds

Within the energy sector, businesses rely on our firm to help them remain competitive and maximize their opportunities. Clients turn to us because we understand and have experience with the many business needs and overarching intricacies of the industry. We have helped our clients navigate transactions and deals of all sizes, along with a variety of other matters that may emerge along the way to success. Our multidisciplinary team has comprehensive knowledge of the many issues and concerns facing the energy sector, and we are prepared to recognize and resolve any hurdles regarding deal planning and structure, financing, due diligence documentation and review, as well as risk mitigation, among other matters. Together, our team has built a nationwide reputation in the key oil-and gas-producing regions and, in turn, have developed a keen understanding of the needs and goals of our varied clients across the upstream, midstream, and downstream energy marketplaces, and their service providers. Blank Rome is available to handle the entire lifespan of any transaction and help bring about a successful outcome.

How We Can Help

Blank Rome’s team is seamlessly integrated with other firm attorneys who have significant proficiency and experience in multiple areas, allowing us to address all matters and provide comprehensive service for your transactions. We also provide our services to clients that provide consulting and project management services to the Energy industry. Our range of legal disciplines includes securities, intellectual property, tax, real estate, international trade, ERISA, employment, and environmental law, among others.

Our Mergers & Acquisitions (“M&A”) practice consists of more than 90 experienced dealmakers who understand that successful transactions require meticulous attention to detail, knowledge of your business needs and the environment in which you operate, along with a sound strategy to bring all the pieces together to get the deal done.

Specific M&A services our team handles for clients include:

Developing strategy and planning of transactions
Transaction and tax structuring
Negotiating and drafting letters of intent, master service agreements, credit and bank group agreements, collateralized production loan financings, leases, royalty owner agreements, drilling contracts, farmouts (as well as farm-ins), oil and gas sales contracts, buy-sell agreements for crude oil, ISDA agreements, and pipeline use agreements, among other documents
Advising boards on fiduciary duties
Assisting with the exploration, development and operation of oil and gas properties, including concession, drilling, development, and production-sharing
Issue and opportunity spotting with respect to energy innovation projects
Assisting with various energy ventures, including joint ventures, partnerships, limited liability companies, and other joint-ownership or joint-participation arrangements
Advising clients with the development, construction, and operation of pipelines, including gas processing plants, refineries, and petrochemical facilities
Advising emerging businesses on equity financing matters
Assisting clients with sales, marketing, storage, processing, and transportation agreements relating to oil and gas and processed or refined hydrocarbon products
Preparing stock and asset purchase agreements
Preparing regulatory filings, including banking and Hart-Scott-Rodino filings

Our M&A work also includes:

Cross-Border Transactions

Blank Rome is well known for handling international business transactions, including M&A, joint ventures, licensing agreements, distributorship and sales agency arrangements, and cross-border secured-financings. Our team has the comprehensive international business experience that clients need to navigate any international trade policy or negotiation.

Leveraged Buyouts

Our team has been involved in all aspects of leveraged buyouts, from acquisitions by financial buyers to management-led buyouts, and we are adept at handling the acquisition and financing of public and non-public companies of all sizes. We have advised companies, management, and financial sponsors in numerous going-private transactions, employee stock ownership plan (“ESOP”) acquisition transactions, friendly and hostile takeovers, making of acquisition offers, responding to acquisition offers, restructurings and workouts, and spin-offs of company divisions.

Distressed Businesses

Distressed business environments can provide tremendous opportunities for strategic transactions. Our attorneys counsel potential buyers interested in purchasing assets from Chapter 11 and Chapter 7 debtors. We also regularly represent debtors, creditors’ committees, secured and unsecured creditors, investors, and investment banking and restructuring firms around the country.

What Sets Us Apart

Our Energy team includes a former U.S. Secretary of Energy, and former officials of the Environmental Protection Agency and U.S. Department of Justice.
Several of our energy attorneys are former high-level executives in major integrated oil, chemical, and natural resources companies and one served as a general counsel of a major public utility.
Our attorneys also provide their insights in monthly articles for The Legal Intelligencer, are routinely asked to be featured speakers at industry events, and serve as educators for Continuing Legal Education seminars and webinars. One of our energy partners is an adjunct professor at Georgetown Law School.
We help our clients keep current on the latest trends in the industry through our regularly updated Energy, Chemical & Environmental Trends Watch blog.
Ranked Tier 1 in U.S. News & World Report–Best Lawyers® 2024 “Best Law Firms” for Energy Law in Washington, D.C., and highly ranked nationally.
Ranked Tier 1 in 2024 U.S. News & World Report–Best Lawyers® for M&A Law nationally and for Corporate Law nationally and in Los Angeles and Philadelphia. Highly ranked for Capital Markets Law nationally and regionally in Los Angeles, New York City, and Philadelphia and for M&A Law regionally in Los Angeles and New York City.
2023 Legal 500 United States ranks Blank Rome as a Recommended Firm in M&A – Middle Market.
Chambers USA 2024 ranks Blank Rome for its Corporate/M&A work in Philadelphia and Surrounds and notes that clients say:
- “Blank Rome is skilled in the middle market space. They are efficient and effective in handling many different types of transactions.”
- “Their service and responsiveness are top notch and immediate.”

Key Contacts

Related Services

Mergers & Acquisitions

Related Industries

Experience

Blank Rome represented Tallgrass Energy, a Blackstone-affiliated energy and infrastructure company, in its acquisition of Ruby Pipeline through a competitive auction process supervised by the Delaware Bankruptcy Court. The transaction involved cash consideration of approximately $290 million, and closed on January 13, 2023.
Representation of a public company in acquisition of the Northwest Products Pipeline System.
Represented Dominion Energy, Inc. (NYSE: D), one of the largest energy and utility companies in the U.S., in its $4.4 billion acquisition plus the assumption of debt for a total enterprise value of $6 billion of Questar Corp., a natural gas-focused energy company.
Representation of a U.S. energy company, as buyer, in the structuring of an option to acquire the equity interests of a crude pipeline company with assets in Louisiana and related transportation agreements.
Representation of a closely held diversified midstream services company, as buyer, in the acquisition of natural gas pipeline assets in Texas.
Representation of a U.S. energy company, as buyer, in the acquisition of the assets of a refined products terminal facility in Florida from a joint venture.
Represented a publicly traded multinational oil and gas company, as buyer, in the acquisition of pipelines, pipeline system, and gathering system assets located in Harrison County, Texas, from a distressed seller.
Successfully represented multibillion dollar AUM credit fund in connection with the $1.8B acquisition of a Wyoming-based natural gas producer by all-cash merger, and the subsequent $787MM sale of producing wellbores to affiliates of a Texas-based hedge fund manager.
Represented Diversified Energy Company plc in an innovative, first-of-its-kind $200million asset-backed securitization (ABS) and equity capital transaction.
Represented Tesoro Logistics LP (NYSE: TLLP) in its $444 million acquisition of storage and terminalling assets in Alaska from subsidiaries of Andeavor Corporation (NYSE:ANDV)
Represented RBJ & Associates, one of the largest independent producers of water infrastructure and disposal services in the Permian Basin in its $350 million sale to a subsidiary of Pilot Flying J, a national owner and operator of tanker trucks, salt water gathering pipelines, and disposal facilities.
Represented Diversified Energy Company plc in its $250 million acquisition of certain oil and gas properties and related assets in East Texas from Tanos Energy Holdings II LLC, a portfolio company of Quantum Energy Partners.
Represented multibillion dollar AUM family office in the $300 million in acquisitions of various oil and gas overriding royalty interests and non-operated working interests in Texas from affiliates of Natural Gas Partners Capital Management and EnCap Investments L.P.
Represented Rockdale Marcellus, LLC, an independent natural gas producer, in its $222 million sale of its Marcellus shale oil and gas assets in Pennsylvania through its Chapter 11 363 bankruptcy sale process to Repsol Oil & Gas USA, LLC, an affiliate of Repsol S.A.
Represented Tilden Resources, LLC in the acquisition and financing of oil and gas assets, including wells, leases, and a midstream gathering system from Royal Dutch Shell (NYSE: RDS.A), and the subsequent sale of the midstream assets to the subsidiary of a publicly-traded natural gas utility provider.
Represented AB Energy Opportunity Fund LP, the energy fund of a global asset manager, in an equity investment in Kingwood Partners LLC, the newly formed holding company of Texas-based oil and gas producer Kingwood Exploration LLC
Represented ArcLight Capital Partners, a private equity firm specializing in energy infrastructure assets, in its acquisition of the assets of Energy Corporation of America, a company engaged in the exploration, extraction, production and transportation of natural gas and oil in the U.S., by its affiliate, Greylock Energy, LLC.
Represented CNX Resources Corporation (NYSE: CNX) in its $3.4 billion joint venture with Noble Energy Inc., a petroleum and natural gas company.
Represented Reliance Industries Limited, an India-based industrial enterprise in its joint $1.7 billion joint venture with one of the largest independent natural gas producers in the Appalachian Basin.
Represented CNX Resources Corporation (NYSE: CNX), in its $593 million joint venture with Hess Corporation (NYSE: HES), a global independent energy company.
Represented Range Resources Corporation (NYSE: RRC), a publicly traded independent oil and gas company, in numerous oil and gas asset acquisitions, divestitures, and joint ventures.
Represented joint venture between private equity firms in connection with sale of 100 percent of its membership interests in three wholly owned subsidiaries owning and operating oil and gas wells and related assets in Texas.
Representation of a U.S. energy company, as buyer, in the structuring of an option to acquire the equity interests of a crude pipeline company with assets in Louisiana and related transportation agreements.
Represented a joint venture between private equity firms in connection with the sale of 100 percent of its membership interests in three wholly owned subsidiaries owning and operating oil and gas wells and related assets in Texas.
Represented multi-billion AUM family office in the $227 million acquisition of various oil and gas overriding royalty interests and non-operated working interests in Texas from an affiliate of Natural Gas Partners Capital Management.
Represented multi-billion AUM family office in the $75 million acquisition of various revenue and overriding royalty interests in Texas from an affiliate of EnCap Investments.
Represented publicly traded exploration and production company in the divestiture of legacy oil and gas wells and related assets in eastern Ohio.
Represented American multinational financial institution in connection with divestiture of portfolio of oil and gas interests.
Represented West Virginia-based oil and gas exploration company in the divestiture of oil and gas assets in Kentucky, Ohio, and Virginia to subsidiary of publicly traded multinational oil and gas company.
Represented West Virginia-based oil and gas exploration company in the divestiture of oil and gas assets in Pennsylvania, Kentucky, Ohio, and Virginia.

Carbon Capture and Sequestration Experience

Represented a developer of carbon capture and sequestration (“CCS”) projects in connection with a $250 million equity investment by a net-zero natural gas producer.
Represented a CCS project developer in connection with senior first lien secured credit facility collateralized with pore space lease assets.
Represented a CCS project developer in the negotiation of carbon capture, offtake, and sequestration agreements with electric power generators and chemical producers in the Gulf Coast region of the United States
Represented a CCS project developer in the negotiation of agreements to secure pore space rights underlying more than 20,000 acres for the purposes of CO2 injection and permanent storage.
Represented an affiliate of a privately held Houston-based oil and gas operator in connection with its development of a carbon capture and sequestration project in California’s Cuyama Basin.
Represented Western Pennsylvania landowners in connection with the negotiation of pore space leasing agreements with affiliates of Nebraska-based independent energy company.
Counseled national energy infrastructure fund on feasibility and implementation of CCS technology in the Arabian Gulf.
Advised international hydrocarbon exploration and production company in connection with development of offshore CCS project in the Aegean Sea.