Overview
John Furlow is a transactional partner in the Houston office of Kirkland & Ellis LLP. John concentrates his practice on mergers and acquisitions, private equity and complex corporate transactions, with a particular focus representing clients in the energy and infrastructure sectors. John has extensive experience advising private equity investors, their portfolio companies, management teams and corporate boards on private M&A transactions, growth and preferred equity investments, business combinations, joint ventures, opportunistic 363 and distressed asset acquisitions, carve-out dispositions and divestitures and corporate governance matters.
John has been recognized for the past four years as a “Rising Star” in the field of Mergers and Acquisitions by Texas Monthly and Texas Super Lawyers Magazine. John is an active leader in the Houston legal community, most recently serving as President of the Houston Young Lawyers Association (HYLA) and as Chair of the HYLA Corporate Counsel Committee and as a member of several boards. John is a frequent author on legal issues and trends impacting the energy and infrastructure sectors and is the author or co-author of more than 20 publications to date.
Experience
Representative Matters
- Pacolet Milliken, a sustainability-focused investment firm, in its joint venture investment with Evensol, a leading developer of renewable biogas assets.
- 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.
- TPG Rise Climate in the formation of Rubicon Carbon as a next generation carbon solutions provider and Rubicon Carbon’s $1 billion capital raise (including co-investment).
- 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.
- Tailwater Capital in its $423 million sale of NorTex Midstream to Williams (NYSE: WMB).
- TPG Rise Climate, a global impact investing platform managed by TPG Global, on its 1/3 equity investment in Monarch Bioenergy, a joint venture between Roeslein Alternative Energy and Smithfield Foods that is a leader in capturing agricultural methane emissions and converting them into carbon-negative renewable natural gas.
- TPG Rise, a global impact investing platform managed by TPG Global, and Element Markets, a leading renewable natural gas marketing and environmental commodities company, on the acquisition of Bluesource, the largest carbon credit developer in North America.
- Berry Corporation (NASDAQ: BRY) in the acquisition of Basic Energy Services’ California operations, through a court-supervised auction process as part of Basic’s Chapter 11 restructuring.
- Tailwater Capital in its acquisition of NorTex Midstream, a leading natural gas storage and transmission company serving North Texas.
- The Rise Fund, a TPG-managed global impact fund, in its acquisition of Element Markets, the leading independent marketer of renewable natural gas and environmental commodities in North America.
- Monument Chemical in its acquisition of KMTEX LLC, a privately-owned specialty chemical distillations manufacturer based in Port Arthur, Texas.
- Katerra Inc. in the sale of its 577,000 sf advanced manufacturing facility features fully-automated production lines for wood-framed walls, floor trusses, and roof trusses.
- BWC Terminals in its acquisition of Texas City terminals from NuStar Energy.
- Private-equity backed OEM services company in its acquisition of the largest domestic manufacturing supplier of stainless and nickel alloy flanges in North America.
- PES Holdings, LLC in its restructuring, initiated four weeks after a catastrophic explosion at PES’s Girard Point refining complex that resulted in a permanent shutdown of the largest refinery. complex on the East Coast, and in its competitive M&A sale process for the 1,300+ acre refinery site located outside of downtown Philadelphia, which process culminated in a $225.5 million equity sale to Hilco Redevelopment Partners, the assumption by Hilco of all historic environmental liabilities at the 150 year old site and the retention by PES of all claims under its $1.25 billion property insurance policy and other valuable assets. The chapter 11 plan and sale were approved in February 2020, less than 8 months after the catastrophic explosion.
- Arena Energy in its sale process, which culminated in an equity sale to San Juan Offshore, a Lime Rock and management backed company, and in its restructuring of more than $1 billion in funded indebtedness and over $500 million of plugging and abandonment liabilities pursuant to a chapter 11 plan.
- JPMorgan Funds Limited and JPMorgan Investment Management - Infrastructure Investment Group in the acquisition of Contanda, a provider of bulk liquid storage and logistics services, from EQT Infrastructure II Fund.
- Ad hoc group of unsecured noteholders in successfully negotiating a restructuring support agreement with Bristow Group Inc., a Houston-based publicly-traded helicopter services company that filed for Chapter 11, and certain secured creditors that resulted in the ad hoc group securing majority control of the reorganized Bristow and securing funding for future operations with a $385 million offering of new preferred and common stock.
- A private equity fund in its confidential preferred equity investment in a midstream energy company.
- An E&P company in its confidential sale of oil and gas and mineral interests to a private equity sponsored portfolio company.
- Salt Creek Midstream, LLC in its 50/50 joint venture with Noble Midstream Partners LP to provide crude oil gathering and transportation services in the Delaware Basin.
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Advised the management team in the formation and private equity financing of an E&P company focused on acquiring and developing oil and gas properties in Oklahoma’s STACK play.
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Advised the buyer in its successful acquisition of a 20% working interest in four blocks located in the deepwater Gulf of Mexico.
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Advised the buyer in its successful acquisition of an 11.6% working interest in a field in the deepwater Gulf of Mexico.
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Advised a private equity backed E&P company in the sale of its Niobrara shale oil assets in the North Park Basin of Colorado to a public E&P company for approximately $190 million.
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Advised a leading public oilfield services company in connection with the sale of its surface safety valve business in the United States and over 20 other countries.
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Advised a private equity fund in the formation of a joint venture for the operation and management of certain offshore oil and gas properties located in the shallow waters of Louisiana.
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Advised the management team in the formation and private equity financing of an E&P company focused on acquiring and developing Bakken oil and gas properties.
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Advised a natural-resource-focused private equity fund in its acquisition of an increased equity stake in a U.S. frac sand and mining company.
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Advised a U.S. public offshore drilling company in its $100 million acquisition of a public Norwegian offshore drilling company.
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Advised a public investment services and technology company in its $610 million acquisition of a public cloud-based financial services company.
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Advised the “stalking horse” and ultimately successful bidder in the acquisition of a start-up technology company under Sections 363 and 365 of the Bankruptcy Code.
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Advised the sellers in the sale of certain interests (equivalent to working interests) in a prospective natural gas field in Papau New Guinea.
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Advised a private equity backed E&P company in its acquisition of North Dakota oil and gas properties.
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Advised a private equity fund in its acquisition of oil and gas properties located in North Dakota.
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Advised a private equity fund in its acquisition of offshore oil and gas properties located in the shallow waters of Louisiana.
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Advised a private E&P company in its acquisition of oil and gas properties and related infrastructure located in Utah and Colorado.
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Advised a multinational chemical company in connection with the negotiation of a sodium bicarbonate joint venture.
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Advised a Houston-based oilfield technology company in its spinoff from a multinational oil and gas company.
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Advised the management team in the private equity financing of a company focused on acquiring producing-mineral, royalty and overriding-royalty interests.
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Advised an energy-focused private equity fund in its acquisition of a natural gas combined-cycle electric-power-generation facility located in the Permian Basin.
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Advised a private investment firm focused on energy infrastructure in its acquisition of a portfolio of three natural-gas-fired power generation facilities.
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Advised a private equity fund in the disposition of its equity interest in two portfolio companies that owned coal mining assets and equipment.
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Advised a U.K.-based private equity fund with the formation of a joint venture for the funding, development and management of an international infrastructure project.
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Advised a Houston-based start-up specializing in unmanned aerial vehicle technology and services in connection with its first and several follow-on capital raises.
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Advised a Houston-based technology company in its private placements of series B and series C convertible preferred stock.
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Advised selling stockholders in their sale of 100% of the equity in a Houston-based technology company to an Australian public company.
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Advised a multinational chemical company in its multiple strategic investments in a start-up technology company specializing in printed lighting, display, solar and other organic electronics.
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Advised a Houston-based public E&P company in a Rule 144A add-on offering of $200 million of senior notes and a concurrent $50 million public offering of common stock.
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Advised a Houston-based public E&P company in a Rule 144A offering of $850 million of senior notes.
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Advised a Houston-based public E&P company in a Rule 144A offering of $400 million of senior notes.
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Advised the underwriters in a public offering of $63 million of common units by a master limited partnership.
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Advised a Denver-based public E&P company in its Rule 144A offering of $300 million of senior notes.
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Advised a Denver-based public E&P company in its Rule 144A offering of $300 million of notes.
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Advised a Denver-based public E&P company in its $210 million public offering of common stock.
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Advised a Montana-based public E&P company in connection with its Rule 144A offering of over $172 million of convertible senior notes.
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Advised a Montana-based public E&P company in an “at-the-market” offering of up to $100 million of common stock.
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Advised a Houston-based public oilfield and seismic services company in connection with its Rule 144A offering of $175 million of senior secured second priority notes.
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Advised the initial purchasers in a Rule 144A offering of $375 million of convertible notes by a Fort Worth-based E&P company.
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Advised a Houston-based public oilfield and seismic services company in connection with its offer to exchange its $175 million of senior secured second priority notes for new notes and common stock.
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Advised a Tulsa-based E&P company in its concurrent private placements of $365 million of senior secured notes and $135 million of senior subordinated notes and warrants.
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Advised a Houston-based public E&P company in connection with its public offering of $1 billion of senior notes.
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Advised the initial purchasers in a Rule 144A offering of $350 million of senior notes by a master limited partnership.
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Advised the sales agents in an “at-the-market” offering of up to $100 million of common units by a master limited partnership.
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Advised a Houston-based public E&P company in an underwritten offering of $215.2 million of common stock.
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Advised a Houston-based public E&P company in an “at-the-market” offering of up to $150 million of common stock.
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Advised a Houston-based public E&P company in a Rule 144A offering of $700 million of senior secured second lien notes.
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Advised a Houston-based public E&P company in exchange offers of approximately $1.57 billion of existing notes for new notes.
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Advised a Houston-based public E&P company in an exchange offer of approximately $289.6 million of its existing notes for new notes.
Prior Experience
Mayer Brown LLP (Houston)
More
Thought Leadership
Publications
Co-Author, Financing the Upstream Oil and Gas Transaction, LexisNexis, March 21, 2018
Co-Author, Mexico Issues Final Model for Shallow-Water PSC, Offshore, July 14, 2015
Co-Author, Mexico’s Revolutionary Energy Reform: Six Takeaways, State Bar of Texas Corporate Counsel Section, Fall 2014
Co-Author, Mexico’s Revolutionary Energy Reform: Charting the New Frontier, Texas Journal of Oil, Gas, and Energy Law, Vol. 9, No. 2
Co-Author, Legal Update: Analysis of Mexico’s New Hydrocarbons Legal Regime, August 14, 2014
Co-Author, Legal Update: Analysis of Mexico’s New Electric Industry Law, August 13, 2014
Co-Author, Analysis of proposed hydrocarbon legal regime in Mexico, Offshore, June 18, 2014
Co-Author, Legal Update: Analysis of Proposed Hydrocarbon Legal Regime in Mexico, May 30, 2014
Co-Author, A New Frontier – Mexico’s Energy Reform, AIPN Advisor, April 2014
Co-Author, California enacts interim emergency rules for well stimulation treatments, Unconventional Oil & Gas Report, February 1, 2014
Co-Author, Mexico Primes The Pump Of Its Energy Sector, Law360, January 6, 2014
Co-Author, Well Stimulation Treatments Regulated by New Law; Proposed Regulations Published, Rocky Mountain Mineral Law Foundation, Mineral Law Newsletter, Vol. 30, No. 4
Co-Author, Legal Update: Sweeping Reforms Expected to Revolutionize Mexico’s Energy Sector, December 16, 2013
Co-Author, Legal Update: Mexican Congress Passes Historic Energy Reform, December 12, 2013
Co-Author, Legal Update: Mexican Senate Passes Energy Bill, December 11, 2013
Co-Author, Legal Update: Mexican Senate Passes Electoral Reform Bill—Clears the Way for Debate on Energy Reform, December 5, 2013
Co-Author, Need For Infrastructure Among Challenges Outside Of U.S., Pipeline & Gas Journal, November 2013
Co-Author, California Moves to Further Regulate Unconventional Oil and Gas Production: A Review of Senate Bill 4 and Its Potential Impact on Shale Development in the Golden State, November 4, 2013
Co-Author, Send Lawyers, Rigs and Money: The Opening of the Mexican Energy Industry, State Bar of Texas Corporate Counsel Section, November 2013
Co-Author, Mexico’s President Unveils Historic Proposal to Open the Country’s Energy Sector to Private Investment, October 21, 2013
Co-Author, US Shale Development Points to Far-Reaching Effect Worldwide, Pipeline & Gas Journal, October 2013
Co-Author, Is the US shale revolution replicable?, Houston Business Journal, August 21, 2013
Co-Author, Mexican reform details seen left to Congress, Oil & Gas Journal, August 15, 2013
Co-Author, Mexico’s President Unveils Historic Proposal to Open the Country’s Energy Sector to Private Investment, August 14, 2013
Co-Author, Legal Update: Sweeping Mexico Energy Reform Proposal, August 2, 2013
Co-Author, Legal Update: The Mexican Opportunity, July 30, 2013
Co-Author, In the Wake of the Shale Revolution: A Primer on Hydraulic Fracturing Fluid Chemical Disclosure, Texas Journal of Oil, Gas, and Energy Law, Vol. 8, No. 2
Co-Author, Disclosure with Protection of Trade Secrets Comes to the Hydraulic Fracturing Revolution, Texas Journal of Oil, Gas, and Energy Law, Vol. 7, No. 2
Author, Regulatory Issues: A Historical Perspective on the Deepwater Horizon Disaster, Texas Journal of Oil, Gas, and Energy Law Blog, 2011
Recognition
2020 Texas Rising Star (Mergers & Acquisitions), Texas Monthly and Texas Super Lawyers Magazine
2018 Texas Rising Star (Mergers & Acquisitions), Texas Monthly and Texas Super Lawyers Magazine
2019 Texas Rising Star (Mergers & Acquisitions), Texas Monthly and Texas Super Lawyers Magazine
Eagle Scout
Memberships & Affiliations
President, 2018 to 2019, Houston Young Lawyers Association (HYLA); President-Elect, 2017 to 2018; Board member 2015 to present
Former Chair, HYLA Corporate Counsel Committee, 2016 to 2018
Former Chair, HYLA Clay Shooting Committee, 2016 to 2018
Mergers & Acquisitions Section, Houston Bar Association (HBA)
Credentials
Admissions & Qualifications
- Texas
Education
- University of Texas at Austin School of LawJ.D.2012
Senior Associate Editor, Texas Journal of Oil, Gas & Energy Law
- Vanderbilt UniversityB.A., History & Corporate StrategyHonors, magna cum laude2009