Power & Renewables

• Strategic investors, private equity sponsors, tax credit purchasers, and other market participants regarding carbon capture and sequestration projects (CCS) and the sale of Section 45Q carbon capture tax credits to public and private company buyers
• Private developer of 600 MW battery storage facility on ITC eligibility requirements and tax opinion supporting beginning of construction determination and “energy communities” bonus credit    
• Public company on Section 45X advance manufacturing credits and preparation of tax opinion supporting eligibility determination
• Strategic investor on sale of carbon capture and sequestration assets to third party buyer
• Transactional tax insurance underwriters on tax credit eligibility issues related to ITC T-flip transactions, “energy community” bonus credits, and other tax matters
• Various renewable energy sponsors on sale of tax credits to third party buyers under Section 6418 transferability regime
• Publicly-traded biofuels producer on tax matters related to Section 48 energy credit eligibility and related preferred equity financing
• Brookfield Asset Management in connection with the financing of a portfolio of community solar projects located in the state of New York that is owned and developed by ClearPath Energy.
• The Energy and Minerals Group (EMG) and Vision Blue Resources in their investment in Serra Verde, a Denham Capital portfolio company, that is developing an integrated rare earth element mining and processing operation in Brazil.
• Energy services utility holding company in the formation of a joint venture which will develop, own and operate renewable energy projects, and in the joint venture’s acquisition of two fuel cell projects in New York
• OMERS Infrastructure on its acquisition of Leeward Renewable Energy, LLC from affiliates of ArcLight Capital Partners including 19 wind projects across the US with a total installed capacity of 1.7 GW
• Major wind developer and financial institution concerning US$225 million tax equity investment in 204 MW wind power project in Texas
• Major wind developer and financial institution concerning US$265 million tax equity investment in 300 MW wind power project in Texas
• Designated lenders’ counsel on multiple project financings involving solar, wind and other renewables asset packages

Midstream Oil & Gas

• An affiliate of Rangeland Energy on its definitive agreement to sell Rangeland Midstream Canada Ltd. to Kingston Midstream Alberta Limited*
• EnCap Flatrock Midstream in the US$1.45 billion sale of Lotus Midstream Operations, LLC to Energy Transfer LP*
• EnCap Flatrock Midstream Fund IV, LP in connection with its equity commitment to M6 Midstream, LLC*
• Cardinal Midstream Partners on signing a definitive agreement to acquire all of Medallion Midstream Services’ equity interests in Medallion Delaware Basin*
• EFM Braz Holdings, LLC, an entity owned by EnCap Flatrock Midstream Fund IV, L.P., in its equity commitment to Brazos Midstream Holdings III, LLC*
• EnCap Flatrock Midstream Fund IV, L.P. in connection with the formation and funding of Rangeland Energy IV, LL Cand Rangeland Midstream Canada II, Ltd. and its affiliates*
• DT Midstream, Inc. in connection with its agreement to acquire an additional 26.25% ownership interest in Millennium Pipeline for approximately US$552 million.*
• DT Midstream, Inc. in connection with its private placement of US$600 million senior secured notes*
• Tall Oak Midcon Holdings, LLC, a wholly-owned by EnCap Flatrock Midstream Fund II and EnCap Flatrock Midstream Fund III, in connection with its sale of membership interests in OSGS to an affiliate of Howard Energy Partners*
• Southcross Energy Partners LLC in connection with its sale all of the issued and outstanding membership interests of Southcross Energy Operating LLC from Southcross to TPL SouthTex Midstream LLC, an affiliate of Targa Resources Corp. for US$200 million*
• Southcross Gulf Coast Transmission Ltd. and Southcross Mustang Transmission Ltd. in connection with its agreement to sell its Upper Gulf Coast Pipeline System to Max Midstream*
• EnCap Flatrock Midstream, financial sponsor to liquids terminaling and logistics company Moda Midstream, in the companies’ definitive agreement to sell the Moda Ingleside Energy Center and other Moda assets to Enbridge for an enterprise value, net of working capital and cash, of approximately US$3 billion, subject to closing adjustments*
• Cogent Midstream Holdings, LLC and EnCap Flatrock Midstream in connection with the sale of 100% of the equity interests of Cogent Midstream WesTex, LLC, Cogent Midstream Logistics, LLC, Cogent Permian Operating, LLC, Cogent Midstream Marketing, LLC, Cogent Midstream Products, LLC, and Cogent Intrastate Pipeline, LLC to Canes Midstream Holdings, LLC*
• Plains All American Pipeline and Plains Midstream Canada as borrowers on a US$1.35 billion senior unsecured revolving credit facility*
• EnCap Flatrock Midstream and portfolio companies Tall Oak Midstream II/III on the sale of Tall Oak Midcon, LLC, a midstream services provider in the Mid-Continent, and Tall Oak Woodford, LLC.*
• Citizen Energy on its agreement to acquire all the equity of Blue Mountain Midstream LLC for approximately US$111 million*
• Oryx Midstream, the largest privately-owned midstream operator in the Permian Basin, in its US$3.6 billion sale to Stonepeak Infrastructure Partners*
• DTE Pipeline Company in the US$2.65 billion acquisition of gas gathering pipelines, a produced water system, freshwater system and a sand mine in Louisiana*
• Oryx Midstream in its US$135 million acquisition of a crude oil gathering system in the Delaware Basin from Targa Midstream*
• The Energy & Minerals Group in its joint venture with Tailwater Capital to acquire, through Silver Creek Midstream, Genesis Energy's Powder River Basin assets*
• Oryx Midstream in connection with forming a JV to acquire Reliance Gathering LLC for US$355 million*
• Frontier Midstream IV, a portfolio company of Energy Spectrum Capital, in its joint venture with Concho Oil & Gas to construct, own and operate a crude oil midstream system in the Permian Basin*
• DTE Pipeline Company in its US$100 million pipe-in-pipe joint venture transaction*
• EnCap Flatrock Midstream in connection with Ironwood Midstream II’s acquisition of the Twin Eagle Gardendale Pipeline, a crude oil gathering, transportation, and storage system in Texas*
• Granite Construction Incorporated in its sale of the In liner business to Inland Pipe Rehabilitation LLC, an investment affiliate of J.F. Lehman & Company*

Upstream Oil & Gas

• Silver Hill Eagle Ford E&P, LLC and Silver Hill III Midstream, LLC in connection to the sale of its upstream assets in the Eagle Ford*
• Management team in connection with the formation and funding of Wing Resources VII, LLC supported by an initial capital commitment from NGP Energy Capital and Wing’s management team*
• White Hawk Energy in multiple transactions to acquire mineral interests in the Marcellus and Haynesville shale plays*
• Foundation Minerals, LLC in its sale of all mineral interests to KMF Land, LLC, an affiliate of Desert Peak Minerals and Sitio Royalties Corporation.*
• Hannathon Petroleum, LLC and its working interest partners in connection with the sale of certain oil and gas properties in Howard County to HighPeak Energy, Inc. and HighPeak Energy Assets, LLC.*
• Elephant Oil & Gas with the sale of its operating subsidiaries to Red Elephant Resources, LLC.*
• Nickel Road Operating LLC, Nickel Road Development LLC and Source Rock Royalty LLC in the sale of multiple oil and gas properties located in Weld County, Colorado to Bayswater Resources LLC, Bayswater Fund IV-A, LP and Bayswater Fund IV-Annex LP.*
• Chesapeake Energy Corporation in connection with its US$2.65 billion acquisition of 100% of the interests of Chief E&D Holdings LP and associated non-operated interests held by affiliates of Tug Hill, Inc. in the Marcellus Shale*
• Chesapeake Energy Corporation in connection with its US$450 million disposition of its Powder River Basin assets located in Wyoming to Continental Resources, Inc.*
• Marathon Oil Company in a drill co joint venture with a wholly-owned subsidiary of Selenite Energy Holdings, LLC, a Carnelian-backed portfolio company.*
• Diversified Energy Company, together with Oaktree, in connection with its acquisition of Cotton Valley Shale and Haynesville Shale upstream oil and gas assets and related facilities in Louisiana and Texas from Tanos Energy Holdings III*
• Citizen Energy on its agreement to acquire approximately 8,000 BOEPD of production (58% gas and 25% NGLs), 97 operated wells, 400 non-op wells and 28,000 net acres (94% HBP) in the STACK play of Oklahoma from an undisclosed seller for a purchase price of US$153 million*
• Silver Hill Energy Partners III, LLC in connection with its acquisition, through its affiliate Silver Hill Haynesville E&P,LLC, of upstream assets in the Haynesville from EnSight IV Energy Partners, LLC and EnSight Haynesville Partners, LLC*
• Silver Hill Haynesville E&P, LLC, Larkspur Royalties, LP, and Silver Hill III Midstream, LLC in connection with its agreement to purchase certain oil and gas properties in the Haynesville Shale and membership interests in CrossLake Gathering, LLC from Pine Wave Energy Partners Operating, LLC, FPCC USA, Inc., and Mammoth Minerals, LLC; resulting in Silver Hill’s 100% ownership of the membership interests in Cross Lake Gathering, LLC.*
• Post Oak Energy Capital LP in connection with its purchase and sale agreements with Silver Bow Resources Operating, LLC for the sale of assets in the Eagle Ford in exchange for stock consideration in Silver Bow Resources, Inc.*
• Orion Mine Finance on its agreement to acquire Occidental Petroleum Corporation’s (Oxy) Wyoming, Colorado and Utah Land Grant assets for about US$1.33 billion*
• Southland Royalty Company in its Chapter 11 bankruptcy proceedings*
• Southland Royalty Company in its sale of Wamsutter assets to Wamsutter E&P, LLC pursuant to chapter 11 bankruptcy plan*
• Ecopetrol on its joint venture with Occidental Petroleum Corporation to develop 97,000 net acres in the Permian Basin in west Texas*
• GulfTex Energy IV on the sale of 13,000 acres in the Eagle Ford with producing properties yielding 7,600 boepd to INPEX Americas, a subsidiary of INPEX Corp., Japan’s largest exploration and production company*
• Oil Search (Alaska) in connection with its exercise of a US$450 million option to acquire acreage in the Nanushuk field in Alaska’s North Slope and entry into a bilateral acquisition agreement with Repsol E&P USA Inc.*

Private Equity Fund Formation

• J.F. Lehman & Company, a leading private equity investment firm focused on the aerospace, defense, maritime and environmental sectors, on its acquisition of Heritage-Crystal Clean, Inc. (HCCI) in an all-cash transaction worth US$1.2billion*
• Management team in connection with the formation and funding of Wing Resources VII, LLC supported by an initial capital commitment from NGP Energy Capital and Wing’s management team*
• EnCap Flatrock Midstream in the US$1.45 billion sale of Lotus Midstream Operations, LLC to Energy Transfer LP.*
• Evolute Signature, LLC, an affiliate of Evolute Capital, LLC in connection with its acquisition and related financing of Signature Utility Services, LLC, Signature Line Services, LLC and Signature Equipment Co., LLC.*
• Elephant Oil & Gas with the sale of its operating subsidiaries to RedElephant Resources, LLC.*
• EnCap Flatrock Midstream Fund IV, L.P. in connection with its equity commitment to M6 Midstream, LLC.*
• Alturus Capital in connection with the acquisition of Physicians Rehab Solution, LLC.*
• Frontier Waste Holdings, LLC in the sale of its equity interests to Frontier 2.0 Holdings, an affiliate of Summer StreetCapital Partners, LLC and Concentric Equity Partners II, L.P.*
• Aegion Corporation in its sale of Aegion Energy Services, LLC to Brock Holdings III, LLC, a portfolio company of American Industrial Partners.*
• J.F. Lehman & Company in connection with the sale of Lone Star Disposal to Waste Connections US Holdings Inc.*
• Profile Products LLC, a portfolio company of New Mountain Capital, L.L.C., in its acquisition of The Quick Plug Group from Dummen Orange.*
• 3E, a portfolio company of New Mountain Capital, L.L.C., in its acquisition of Toxnot.*
• EFM Braz Holdings, LLC, an entity owned by EnCap Flatrock Midstream Fund IV, L.P., in its equity commitment to Brazos Midstream Holdings III, LLC.*
• The Energy and Minerals Group (EMG) and Vision Blue Resources in their investment in Serra Verde, a Denham Capital portfolio company, that is developing an integrated rare earth element mining and processing operation in Brazil.*

Real Estate

• Leader in high-end multifamily development, construction, and property management in connection with a US$98 million joint venture to construct a 350-unit Class A luxury multifamily development in Fort Lauderdale, Florida*
• Multiple real estate developers and commercial real estate investors in negotiating joint venture agreements for commercial real estate development projects*
• Multiple tax-exempt foundations regarding mixed-use master-planned commercial real estate development projects and structures pertaining to unrelated business taxable income*
• Multiple commercial real estate private equity funds regarding fund formation issues, cross-border international, domestic, and state and local tax issues
• Developer of luxury multi-family housing in forming a joint venture with publicly-traded REIT to develop a luxury multifamily/mixed-use project*

M&A and Other

• Granite Construction Inc. in its acquisition of all of the issued and outstanding equity interests in Lehman-RobertsCompany and Memphis Stone & Gravel Company*
• Granite Construction Inc. in its acquisition of all of the issued and outstanding shares in the capital of Coast Mounain Resources Ltd. from Hall & Tenney Holdings Ltd.*
• eGroup Enabling Technologies, LLC, an affiliate of Evolute Capital, LLC, in connection with its acquisition of certain assets of Enabling Technologies Corp. of Florida*
• CVR Partners, LP and its wholly owned subsidiary, CVR Nitrogen Finance Corporation, in connection with their private placement offering of US$550 million senior secured notes*
• The conflicts committee of the general partner, CSI Compressco GP LLC, in CSI Compressco LP’s (CSI) execution of agreements resulting in a series of transactions that enable CSI to redeem all its outstanding senior unsecured notes*
• ExcelFin Acquisition Corp., a US-based SPAC, on its US$200 million IPO and Nasdaq listing of units*
• The underwriter on the US$200 million IPO and NYSE listing of the units of Spree Acquisition Corp. 1 Limited, an Israel-based SPAC targeting companies in the mobility-related technology industry*
• Investcorp Europe Acquisition Corp I, a Europe-based SPAC targeting consumer and lifestyle, niche manufacturing, and technology sectors on its US$345 million IPO and Nasdaq listing of units*
• ESM Acquisition Corporation, a US-based SPAC targeting businesses in the low carbon economy, on its US$300 million IPO and NYSE listing of units*
• The Conflicts Committee of a publicly traded master limited partnership (MLP) in a US$2 billion merger transaction*
• International logistics and manufacturing business on multiple state and local controversy matters involving disputes in excess of US$1 million*
• Structuring Section 1031 exchange transactions, including build-to-suit reverse exchange transactions*
• Private equity funds regarding tax issues related to investments by sovereign wealth funds / Section 892 investors*
• Multiple Canadian investors regarding US tax issues arising in connection with US acquisition, M&A transactions, and other cross-border matters*
• Issuer of qualifying Section 1202 small business stock in equity raise*