Kevin T. Crews, P.C.

Mergers & Acquisitions

• Blue Source Sustainable Forests Co., a joint venture between TPG Rise-backed Anew Climate and various equity investors, in its $1.8 billion acquisition of various entities managed by The Forestland Group and its $1+ billion capital raise
• Devon Energy Corporation (NYSE: DVN) in its $1.8 billion acquisition of Validus Energy, an operator of Eagle Ford Shale assets
• TPG Rise Climate and TPG Rise, TPG-managed global impact funds, in
  
  • the formation of Rubicon Carbon as a next generation carbon solutions provider and Rubicon Carbon’s $1 billion capital raise (including co-investment)
  • its 1/3 investment in Monarch Bioenergy, a biofuels joint venture with Smithfield Foods and RAE to capture agricultural methane emissions and convert methane into carbon-negative renewable natural gas
  • its acquisition of Element Markets, the leading independent marketer of renewable natural gas and environmental commodities in North America
  • its acquisition of Bluesource, the largest carbon credit developer in North America
  • the merger of Element Markets and Bluesource to form Anew, one of the largest climate solutions companies in North America
  • the $300 million investment in Little Leaf Farms, the leading producer of packaged lettuce sustainably grown through controlled environmental agriculture (CEA) in the United States
• Tailwater Capital:
  • together with its portfolio company, Blue Tide Environmental, in the sale of a 49% interest in Blue Tide Environmental to Pennzoil-Quaker State, a subsidiary of Shell plc, to establish a joint venture that builds, owns and operates a global network of lubricant recycling facilities
  • in its sale of NorTex Midstream to Williams (NYSE: WMB) for $423 million
  • together with Waste Management (NYSE: WM) through a newly formed joint venture, in its acquisition of a significant interest in Continuus Materials, a waste-to-product business that transforms discarded plastic and fiber material into engineered building products
  • together with its portfolio company, Producers Midstream II, in the acquisition of Midcoast Energy’s Anadarko gathering and processing (G&P) system and a 35% interest in the Texas Express Gathering (TEG) system 
  • in the acquisition and recapitalization of NorTex Midstream, a leading natural gas storage and transmission company serving North Texas 
• ORIX Capital Partners in its acquisitions of:
  • Odin Construction Solutions, a leading provider of environmental remediation and geotechnical construction services
  • Specialty Welding and Turnarounds, LLC (SWAT), a petrochemical and oil and gas refinery turnaround services company; and SWAT’s add-on acquisitions of (i) Midwest Cooling Tower Services, LLC, (ii) Hydroprocessing Associates, LLC and (iii) Breathing Systems Inc.
• Ontario Teachers’ Pension Plan:
  • in its $805 million convertible equity portfolio financing of a large portfolio of renewables assets owned by NextEra Energy Partners, LP (NYSE: NEP)
  • in its $849 million acquisition of a 50% stake from NextEra Energy, Inc. (NYSE: NEE) in a portfolio of 13 utility scale wind and solar projects across the U.S.
  • In a $824 million convertible equity portfolio financing (together with Apollo-managed funds) of a large portfolio of renewables assets owned by NextEra Energy Partners, LP (NYSE: NEP)
  • in its significant equity investment in Fulcrum BioEnergy, a waste-to-fuel company that converts municipal garbage into renewable fuel that can replace traditional jet fuel, diesel and gasoline
• Canada Pension Plan Investment Board (CPP Investments):
  • in its $4 billion acquisition (together with 51% joint venture partner IKAV) of Aera Energy, the second largest oil and gas producer in California, from Shell and ExxonMobil
  • in its $200 million acquisition of minority equity stake in Redaptive, a leading Energy-as-a-Service provider
• Brazos Midstream in its acquisitions of:
  • the Pecos Gas Gathering System from Rattler Midstream (NASDAQ: RTLR)
  • the Mustang Springs Gas Gathering System from Diamondback Energy (NASDAQ: FANG) 
• Cresta Fund Management in its acquisition of Braya Renewable Fuels, a renewable diesel and sustainable aviation fuel refinery
• WPX Energy, Inc. (NYSE: WPX) in its $12.1 billion all-stock merger of equals with Devon Energy Corporation (NYSE: DVN)
• Star Peak Energy Transition Corp. (NYSE: STPK), an energy transition SPAC sponsored by Magnetar Capital, on its $1.35 billion business combination with Stem, Inc., a global leader in clean energy storage systems
• EIG Global Energy Partners:
  • in its $750 million acquisition of equity interests in South Texas Midstream, LLC, a newly-formed joint venture with NextEra Energy Partners, LP
  • in its combination of EnVen Energy and Tarpon Offshore Ventures
• Red Wolf Natural Resources, a portfolio company of Pearl Energy, in its $245 million acquisition of 56,000 net acres and associated production in Oklahoma’s SCOOP, STACK and Merge plays from Apache Corp.
• Wing Resources, a portfolio company of Natural Gas Partners, in its $145 million sale of Midland Basin oil and gas mineral interests to Alliance Resource Partners L.P.
• Arcosa, Inc. (NYSE: ACA) in its acquisitions of:
  • Southwest Rock Products and affiliated entities for $150 million
  • Strata Materials for $87 million
  • Recycled Aggregate Materials Company (RAMCO) for $75 million
• Alamo Frac Holdings:
  • and its operating subsidiary Alamo Pressure Pumping on the carveout sale of their pressure pumping business to NexTier Oilfield Solutions, Inc. (NYSE: NEX) for $268 million in cash and newly issues shares of NexTier stock, plus earn-out
  • and its operating subsidiary Alamo Borden County IV in its sale of oil and gas properties in the Permian Basin to HighPeak Energy, Inc. (NASDAQ: HPK) for $201 million in cash and newly issued shares of HighPeak stock
• Santa Fe Midstream, a portfolio company of Energy Spectrum, on its sale of Permian Basin gas gathering and processing assets to Stakeholder Midstream
• Blackbuck Resources, a portfolio company of Cresta Fund Management, in its acquisition of Cimarex Energy Co.’s Whites City produced water gathering and disposal infrastructure system in Eddy County, New Mexico and execution of a long-term produced water management agreement with Cimarex that includes a 15-year dedication encompassing more than 40,000 acres
• Corcentric, Inc., a leading B2B network, in its $1.2 billion merger with North Mountain Merger Corp. (NASDAQ: NMMC)
• Discovery Midstream I in its $300 million sale to TPG, with management rollover
• Old Ironsides Energy in the $1.75 billion sale of Brazos Midstream to Morgan Stanley Infrastructure
• GPI Capital:
  • in its capacity as a major convertible preferred stockholder of Postmates Inc., in the $2.65 billion all-stock acquisition of Postmates by Uber Technologies, Inc.
  • in its capacity as a convertible preferred stockholder of Grab, a leading ride sharing company, in connection with its $40 billion de-SPAC merger
• Bethyl Laboratories, Inc. in its sale to Summit Partners, with management rollover
• Wildcat Midstream Partners in the sale of its minority interest in Black Bear Midstream Holdings to affiliates of Oaktree Capital Management
• Canadian Non-Operated Resources L.P., an oil and gas investment fund managed by Grafton Asset Management, on the $700 million merger of its portfolio company, Pipestone Oil Corp., with Blackbird Energy Inc. and related $310 million equity and debt capital raises
• Tailwater Capital in its acquisition of oil and gas investments from HM Capital Partners
• Wildcat Midstream Partners in the sale of a crude oil gathering system in the Permian Basin to JP Energy
• Independent oil and gas company in its sale of operated oil and gas assets to Crimson Resources, a portfolio company of Vortus Investments
• Private equity consortium in its $840 million sale of oil and gas assets in Oklahoma to FourPoint Energy
• ENGIE in its $4.5 billion sale of U.S. power generation assets to Dynegy and PSP Investment Board
• Falconhead Capital in the sale of NYDJ Apparel to Crestview Partners, with management rollover
• Dell Inc. in its acquisition of Credant Technologies, Inc., a data protection company
• Fir Tree Partners, Crestline Investors and New Emerald Oil in their $73 million credit bid acquisition of substantially all of the assets of Emerald Oil pursuant to a Section 363 asset sale in bankruptcy and the formation of a contract operatorship with Petro-Hunt
• EQT Infrastructure Fund in its $465 million acquisition of Synagro Technologies, Inc., a waste recycling company, as plan sponsor under a chapter 11 reorganization
• Breitburn Energy Partners LP in its $775 million sale of certain of its upstream assets to Birch Permian Holdings, Inc. and its $793 million sale of the remainder of its assets to Maverick Natural Resources LLC, via a chapter 11 reorganization
• Fieldwood Energy LLC, a portfolio company of Riverstone, in its acquisition of all Gulf of Mexico deepwater oil and gas assets of Noble Energy, Inc. for $710 million

Strategic Joint Ventures and Investments

• Pacolet Milliken, a sustainability-focused investment firm, in its joint venture investment with Evensol, a leading developer of renewable biogas assets
• Devon Energy Corporation (NYSE: DVN):
  • in its strategic equity investment in Delfin Midstream as part of a long-term LNG export partnership providing Devon with 1-2 million tons per annum of liquefaction capacity in Delfin’s floating LNG vessels
  • in its strategic equity investment (alongside partners Mercuria and Dauphine Midstream) in PIN OAK Terminals, a leading storage and marine terminal with assets in Corpus Christi, Texas
• Montage, the controlling shareholder of Ubiquity, in the sale of Ubiquity's fiber networks, and subsequent formation of a $400 million joint venture between Montage and Generate Capital to build high-quality fiber-to-the-premises networks and complementary sustainable digital infrastructure 
• Freestone HoldCo, a portfolio company of Tailwater Capital, in its growth equity investment in Momentum Technologies, a battery and rare earth magnet recycling company 
• Ontario Teachers’ Pension Plan in various investments in energy transition, midstream and upstream companies
• Frontier Carbon Solutions, a joint venture between Open Water Capital and Silver Creek Midstream focused on carbon capture solutions
• Pinnacle Midstream II, a portfolio company of Energy Spectrum, on its new build Dos Picos Gas Gathering and Compression System in the Midland Basin, anchored by a long-term acreage dedication and gas services agreement with DoublePoint Energy
• LM Energy, a portfolio company of Old Ironsides Energy, in its producer partnership joint venture to construct and develop a crude oil and gas gathering system in the Delaware Basin, together with related commercial agreements and dedications
• WPX Energy, Inc. (NYSE: WPX) in its up to $300 million joint venture with an undisclosed private equity sponsor to fund drilling and completion-related capital expenditures with respect to non-operated properties in the Permian Basin
• WPX Energy, Inc. (NYSE: WPX) in its $500 million joint venture with an undisclosed private equity sponsor to acquire minerals in the Permian Basin
• Mettle Midstream, a portfolio company of Pearl Energy and Natural Gas Partners, in its producer partnership joint venture to construct and develop an oil and gas gathering system in the Powder River Basin, together with related commercial agreements and dedications
• Sentinel Midstream, a portfolio company of Cresta Fund Management:
  • on Texas GulfLink, its proposed Deepwater Crude Oil Export Terminal located near Freeport, Texas
  • on its strategic alliance commercial agreements with Freepoint Commodities in furtherance of construction, operation and utilization of Texas GulfLink
• Blackbuck Resources, a portfolio company of Cresta Fund Management, on various water infrastructure producer partnerships and related commercial agreements and dedications
• Discovery Midstream I, a portfolio company of Old Ironsides, in its producer partnership joint venture with Ward Energy Partners to construct and develop a gas gathering system in the DJ Basin, together with related commercial agreements and dedications
• Old Ironsides Energy in its joint development agreement with Carbon Natural Gas Company and Yorktown Energy Partners to explore and produce in the Southern Appalachia
• Wildcat Midstream Partners in its producer partnership joint venture with Approach Resources to construct and develop a crude oil gathering system in the Permian Basin, together with related commercial agreements and dedications
• Tillridge Global Agribusiness Partners in the formation of, and its equity commitment to, Homestyle Selections LP
• Oxford Finance Corporation (a portfolio company of Sumitomo Corporation of America) in its sale of a 49% stake to Welsh Carson and establishment of a joint venture for life science and healthcare services companies
• Six Flags in the administration of its Six Flags Over Texas and Six Flags Over Georgia fund partnerships and the annual liquidity put transactions with limited partners thereof from 2009 through 2022

Preferred Equity and Structured Securities Transactions

• Tailwater Capital-backed Freestone Acquisition Corp, an energy transition SPAC, in its proposed $200 million initial public offering
• Energy Spectrum Capital-backed ESGEN Acquisition Corp, an energy transition SPAC, in its $240 million initial public offering
• TPG in its preferred equity investment of up to $140 million to fund capital contributions to Double E Pipeline LLC, a joint venture between Summit Midstream Partners LP and Exxon Mobil Corporation, to construct a FERC-regulated interstate natural gas pipeline in the Delaware Basin
• GSO Capital Partners, Magnetar Capital and BlackRock as purchasers of $1.2 billion of newly issued Series A Convertible Preferred Units of EQM Midstream Partners, LP, proceeds of which will be used to fund EQM’s acquisition of 60% of Eureka Midstream and 100% of Hornet Midstream from Morgan Stanley Infrastructure
• Magnetar Capital in numerous strategic investments, financings, recapitalizations and dispositions, including:
  • its formation of a new $350 million special purpose acquisition company (SPAC), Star Peak Energy Transition Corp. (NYSE: STPK) and a new $350 million SPAC, Star Peak Corp. II (NYSE: STPC), both of which have been formed to pursue business combination opportunities in emission reduction and the broader energy transition sector
  • its up to $250 million preferred equity investment in WaterBridge Holdings, as part of an equity capital raise involving Five Point Energy, an affiliate of GIC and WaterBridge management to fund strategic acquisitions of water infrastructure from Primexx Energy Partners, Tall City Exploration III and Jetta Permian
  • its preferred equity investment in Covey Park Energy to fund its $465 million acquisition of upstream assets in the Haynesville shale from Chesapeake Energy
  • its $250 million preferred equity investment in Lucid Energy Group II Holdings, a leading midstream oil and gas company
  • in (together with EIG) its $475 million preferred equity investment in CrownRock Holdings, L.P.
  • its purchase (together with Harvest Partners) of $80 million of newly issued convertible preferred units of Regency Energy Partners and in its capacity as a holder of preferred equity in connection with the $18 billion merger of Energy Transfer Partners and Regency Energy Partners
  • in its capacity as a holder of preferred equity in connection with the approximately $7.5 billion merger of Crestwood Equity Partners and Crestwood Midstream Partners
  • its co-investment (together with GSO) in a $450 million preferred financing of Plains Exploration and Production Gulf of Mexico offshore development project
  • its $400 million mezzanine debt financing (together with GSO) of Eclipse Resources’ acquisition of The Oxford Oil Company
  • its acquisition (together with GSO) from General Electric Energy of preferred units of the general partner of Summit Midstream Partners
• Private equity consortium:
  • in the group's $1.25 billion purchase of preferred shares of CHK Cleveland Tonkawa LLC, a newly formed unrestricted, bankruptcy-remote subsidiary of Chesapeake Energy which was formed to own and develop oil and gas producing assets, plus an overriding royalty interest in the first 1,000 (net ORRI) new wells to be drilled on the leasehold acreage contributed by Chesapeake as part of the transaction
  • in the group's $1.25 billion purchase of preferred shares of CHK Utica LLC, a newly formed unrestricted, bankruptcy-remote subsidiary of Chesapeake Energy which was formed to own and develop oil and gas producing assets in the Utica Shale, plus an overriding royalty interest in the first 1,500 (net ORRI) new wells to be drilled on the leasehold acreage contributed by Chesapeake as part of the transaction
• GPI Capital in various transactions, including:
  • a $225 million convertible preferred equity investment round in Postmates Inc, a leader in the food delivery space
  • a $105 million convertible preferred equity investment in Couchbase, Inc., a technology company specializing in cloud database solutions for business-critical applications
  • its $175 million growth equity investment in Hopper Inc., a leading travel fintech

Management Team Transactions

• Tailwater Capital in its equity commitment to form Renovo Resources, a sustainable water treatment solution company 
• Slant II in its partnership with Pearl Energy Investments to pursue upstream development and acquisition opportunities 
• Freestone HoldCo in its partnership with Tailwater Capital to pursue energy transition investments 
• Discovery Midstream II in its $1+ billion partnership with Stonepeak Infrastructure Partners to pursue midstream opportunities
• LM Energy in its partnership with Old Ironsides Energy to pursue midstream development and acquisition opportunities
• Red Wolf Natural Resources in its partnership with Pearl Energy Investments to pursue upstream development and acquisition opportunities
• The management team of Hillstone Environmental Partners, LLC in a review of strategic alternatives culminating in the $600 million sale of Hillstone to NGL Energy Partners LP
• The management team of Bison Oil & Gas Partners II, LLC, a Carnelian Energy Capital portfolio company, in its follow-on equity investment in, and debt and equity recapitalization of, the company
• Discovery Midstream I in its partnership with Old Ironsides Energy to pursue midstream opportunities
• Wildcat Midstream Partners in its partnership with Liberty Energy (predecessor to Old Ironsides Energy) to pursue midstream opportunities

Weil, Gotshal & Manges LLP

Merrill Lynch & Co., Investment Banking Division, New York