Clay Brett

Partner

[email protected]

Houston

P: +1.713.229.1166
F: +1.713.229.7966
Clay Brett

Clay has built a reputation as a preeminent advisor on M&A and private investment transactions by developing a dual skill set in financial analysis and legal practice. This allows him to balance market trends, business risk, capital asset pricing and legal analysis to produce comprehensive advice for his clients. Having spent years as both trusted counsel and a principal investor, Clay’s presence is a significant advantage for any client considering a strategic decision or fundamental business transaction.

At Baker Botts, Clay leads a broad transactional practice, representing private equity investors, private credit investors, portfolio companies and financial institutions in M&A, capital formation, financing and joint venture deals. While Clay has led transactions across sectors as a generalist, Clay is regarded as one of a handful of the most respected names in the private energy investment space.

Prior to Baker Botts, Clay served as a Partner and investment principal at Millennial Energy Partners, where he led investment origination, structuring, negotiation and risk management for Millennial's affiliated York Tactical Energy Fund. Prior to his fund leadership, Clay served as General Counsel of an upstream portfolio company operating in the STACK play of Oklahoma.

Related Experience

Private Funds, Corporate & Private Equity

  • Asset manager and investment vehicle matters in connection with closing of equity commitments in main and parallel funds together with associated structuring of blocker entities and alternative investment vehicles.
  • Asset manager matters in connection with formation of portfolio companies backed by sponsor equity lines and associated employment, holding company, carry vehicles and restrictive covenant transactions.
  • General Partner matters in connection with private offering of separately managed accounts for direct energy investments.
  • Sponsor matters in connection with equity line transactions for Powder River midstream portfolio company co-sponsored by York Tactical Energy Fund (“YTEF”) and Yorktown Energy Partners.
  • Adoption and implementation of Principles on Responsible Investment charter with focus on carbon emissions measurement, forecasting and reduction within internal carbon pricing framework.
  • 10+ equity line commitment transactions involving myriad upstream and midstream sponsors and management teams.
  • Multiple closings of equity commitments to limited partnership vehicles of non-operated and mineral platforms.
  • Private fund formation joint venture between mineral platform and upstream sponsor as controlling anchor investor.
  • Private fund formation joint venture between E&P management team and hedge fund as fund-of-one.
  • Private fund formation joint venture between non-op E&P management team and hedge fund as controlling anchor investor.
  • Founder and principal topco agreements in connection with general partner and initial limited partnership formation transactions.

Energy Financings

  • Credit drillco covering 62 wells drilled over three years in Weld County, Colorado, opposite a private resource fund.
  • Senior secured first lien term loan providing back-leverage to credit drillco and amortizing over 2 year term, opposite a regional bank.
  • Conforming reserves-based loan to upstream portfolio company, opposite bulge bracket bank.
  • All ISDA, Credit Support Annex and related work relating to all over-the-counter hedging and derivatives trades of YTEF opposite major investment grade trading houses.

Midstream Energy Transactions

  • Equity joint venture with a Pine Brook portfolio company for the construction and management of Crosstown Midstream, a natural gas gathering system located in Dewey and Custer Counties, Oklahoma.
  • Oversight of portfolio company general counsel with respect to commercial agreements relating to crude oil gathering system construction, interconnects, refinery offtake, storage and related commercial matters.
  • Natural gas gathering, compression and processing transactions opposite multiple public companies on behalf of E&P operating platform in Blaine and Custer Counties, Oklahoma; management and renegotiation of the same.
  • Natural gas and crude oil marketing matters relating to physical forward sales strategies under conforming NAESB and bespoke crude oil marketing agreements.

Upstream Energy Transactions

  • Joint venture and acquisition of wells-in-progress and DUC wells in Blaine County, Oklahoma, opposite a public company.
  • Equity joint venture covering 16 wellbores in Blaine County, Oklahoma, opposite a public company.
  • Management of convertible senior unsecured notes position in Oslo-based and Oslo-traded public company.
  • Equity DUC joint venture covering 6 wells completed in Webb County, Texas, opposite a public company.
  • Sale of upstream assets located in Dewey, Custer and Blaine Counties, Oklahoma.
  • Acquisition of upstream assets and assumption of drillco joint ventures in Custer County, Oklahoma from an EnCap portfolio company.
  • Acquisition of non-operated working interests in Custer and Blaine Counties, Oklahoma from a public company.

Financings & Joint Ventures

  • Preferred equity joint venture between sovereign wealth fund and midstream portfolio company for expansion of heavy oil pipeline system.
  • Post-bankruptcy exit financing and restructuring of upstream midcap portfolio company.
  • Structured equity financing of leasehold acquisition program in Lavaca County, Texas.
  • Volumetric production payment covering Colorado-based tertiary recovery assets on behalf of bulge bracket bank.
  • Pre-IPO structuring of midstream assets in connection with MLP drop-down and subsequent take public transaction.
  • Series C convertible preferred financing of petrochemical trading company in connection with its reorganization under Barbados law.

Energy Transactions

  • Sponsor-led leveraged buyout and recapitalization of private oilfield services firm.
  • Sponsor-led three-way equity joint venture within frack sand logistics industry.
  • Represent a public company in its acquisition of crude oil tanker ships from a Blackstone- and Cerberus-owned portfolio company.
  • Sale of crude oil trucking & logistics business to public company.
  • Acquisition of non-operated working interests and mineral interests from public company on behalf of private resource fund.

Representative experience includes former transactional leadership at investment firm and private legal practice.

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