Sarah Dodson has a broad corporate practice, representing public and private clients in a wide range of M&A, capital markets, private equity and complex commercial transactions. Her practice is focused on the technology, media and energy sectors, including renewables, infrastructure and the energy transition.
Sarah regularly advises management teams and private equity funds in complex mergers, acquisitions and dispositions, private equity investments and strategic business transactions, including structuring and advising on partnerships, joint ventures and other strategic collaborations. Sarah also represents issuers in public offerings and private placements of equity and debt securities, including initial public offerings, follow-on and secondary offerings and private placements. She also has significant experience advising clients on general corporate matters, including corporate governance practices and SEC and stock exchange reporting and disclosure requirements.
Related Experience
Mergers and Acquisitions (Including Spin-offs)
- Coterra Energy Inc. (formerly Cabot Oil & Gas Corporation) in its $17 billion all-stock merger transaction involving Cimarex Energy Co.
- Crestwood Equity Partners LP in its $1.8 billion acquisition of Oasis Midstream Partners LP.
- Shell Midstream Partners, L.P. in various dropdown acquisitions and third party asset acquisitions, including its $4 billion asset dropdown and IDR simplification and an $825 million dropdown acquisition.
- Sunnova Energy International, Inc. in its $325 million acquisition of SunStreet, the residential solar platform of Lennar Corporation, and related exclusive strategic partnership arrangement.
- Lime Rock Partners in its sale of GEODynamics, Inc. to Oil States International Inc. for $525 million in cash and stock.
- Halliburton Company in its proposed $35 billion acquisition of Baker Hughes Incorporated.
- Halliburton Company in various acquisitions, including the acquisition of Summit ESP Inc.
- Conflicts Committee of the board of directors of the general partner of Antero Midstream Partners LP in connection with the $1.05 billion drop down of Antero Resources Corporation's integrated water business.
- Sunnova Energy Corporation in acquisitions of distributed generation residential solar assets.
- Conflicts Committee of Kinder Morgan Energy Partners and Special Committee of Kinder Morgan Management in $70 billion purchase of KMP, KMR and El Paso Pipeline Partners by KinderMorgan, Inc.
- Chesapeake Energy Corporation in $3.1 billion spin-off of its oilfield services division, Seventy Seven Energy Inc.
Capital Markets Issuer Representation
- Liberty Media Corporation in its private offering of $425 million convertible senior notes.
- QVC, Inc. in cash tender offer for $750 million principal amount of its 4.475% senior secured notes.
- Sunnova Energy International Inc. in its initial public offering, subsequent follow-on common stock offerings and various other financings, including notes offerings, Series A, B and C fundraising rounds and asset and loan-backed securitizations.
- Shell Oil Company in $1.1 billion initial public offering of Shell Midstream Partners, L.P.
- Shell Midstream Partners, L.P. in various follow-on common unit offerings, including $680 million public offering of common units with a concurrent $300 million private placement, a $275 million private placement of common units and a $300 million private placement of common units.
- Summit Midstream Partners, LP in various capital markets offerings, including cash tenders, exchange offers and notes offerings.
- American Midstream Partners, LP in $300 million private placement of senior unsecured notes.
- Chesapeake Energy Corporation in $1.5 billion exchange offers of 8.00% senior secured second lien notes due 2022 in exchange for certain outstanding senior unsecured notes.
- Linn Energy, LLC in privately-negotiated exchanges of $2 billion outstanding senior unsecured notes for $1 billion of newly issued senior secured second lien notes.
- Carrizo Oil & Gas, Inc. in $650 million public offering of senior notes and concurrent tender offer/redemption of senior notes.
- Enable Midstream Partners, LP in $575 million initial public offering.
- Parker Drilling Company in $360 million private placement of senior notes and concurrent tender offer.
Capital Markets Underwriter Representation
- Rowan Companies plc $500 million public offering of senior notes and $750 million debt tender offer.
- Athlon Energy Inc. $570 million public offering of common stock.
- Athlon Energy Inc. $559 million public offering of common stock.
Other Matters
- Atwood Oceanics, Inc. refinancing of $1.55 billion senior revolving credit facility secured by offshore drilling rigs.
- Debtors' counsel to Global Geophysical Services, Inc. in chapter 11 cases.
Public Company Corporate Counsel
- Corporate counsel representation regarding Exchange Act reporting; NYSE matters; board matters; corporate governance; Reg FD issues; Section 16 compliance.
Awards & Community
Recognized as a Texas Super Lawyer-Rising Star (Thomson Reuters), 2020-2022
Recognized as a "Rising Star" by The Legal 500 U.S., 2019
Recognized as an Acritas Star Lawyer (Thomson Reuters), 2020
News
Rising Stars: Baker Botts Elevates M&A Duo
The DealThe Deal
Baker Botts Elects 12-Member Partnership Class
Meet The Attys Guiding Co.'s Move To Split Off Atlanta Braves
Law360Law360
Baker Botts Represents Liberty Media in Plan to Split Off Atlanta Braves and Create New Liberty Live Tracking Stock Group
Baker Botts Represents Liberty Media Corporation in Proposed Private Offering of Convertible Senior Notes
QVC’s $750 Million Cash Tender Offer
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents QVC, Inc. in Cash Tender Offer
Baker Botts Announces Eight New Special Counsel
Baker Botts Advises Summit Midstream Partners in Exchange Offer for Series A Preferred Units
3 Firms Rep Crestwood's $1.8B Midstream Energy Biz Buy
Law360Law360
Crestwood Buys Oasis Midstream in $1.8B Deal
Texas Lawbook, TheTexas Lawbook, The
Baker Botts Represents Crestwood in Acquisition of Oasis Midstream Partners in $1.8 Billion Transaction
Baker Botts Represents Summit Midstream Partners, LP in $700 Million Private Offering of Senior Secured Second Lien Notes
Super Lawyers Selects 19 Baker Botts Attorneys To 2021 "Texas Rising Stars" List
Baker Botts Represents Sunnova Energy International Inc. in Acquisition of SunStreet - Lennar's Solar Platform for Homebuilders
CDT Roundup: 15 Deals, 9 Firms, 113 Lawyers, $4.3B
Texas Lawbook, TheTexas Lawbook, The
Baker Botts Represents Sunnova Energy International Inc. in Securitization of Residential Solar Systems
Sunnova Energy International Inc.'s Shares Offering
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents Sunnova Energy International Inc. in Offering of Common Stock
CDT Roundup: 14 Deals, 10 Firms, 157 Lawyers, $864.1M
Texas Lawbook, TheTexas Lawbook, The
Baker Botts Advises Summit Midstream Partners in Cash Tender Offer for Outstanding Series A Preferred Units
CDT Roundup: 11 Deals, 9 Firms, 94 Lawyers, $2.53B
Texas Lawbook, TheTexas Lawbook, The
Summit Midstream Partners' Cash Tender Offer
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Advises Summit Midstream Partners in Cash Tender Offers for Outstanding Senior Notes
Sunnova Energy International Inc.'s Secondary Common Stock Offering
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents Sunnova Energy International Inc. in its Secondary Offering of Common Stock
Sunnova Energy International Inc.'s Securitization of Residential Solar Loan Agreements
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents Sunnova Energy International Inc. in Securitization of Residential Solar Loan Agreements
CDT Roundup: Eight Deals, Eight Firms, 54 Lawyers, $742.4M
Texas Lawbook, TheTexas Lawbook, The
Sunnova Energy International Inc's Notes Facility and Exchange of Existing Convertible Senior Notes
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents Sunnova Energy International Inc. in Notes Facility and Exchange of Existing Convertible Senior Notes
CDT Roundup: 18 Deals, 16 Firms, 124 Lawyers, $5.63B
Texas Lawbook, TheTexas Lawbook, The
Summit Midstream Partners, LP's Acquisition of Summit Midstream Partners, LLC
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents Summit Midstream Partners, LP in Acquisition of Summit Midstream Partners, LLC, the Owner of Its General Partner, in Transformational Simplification Transaction
Super Lawyers Selects 27 Baker Botts Attorneys To 2020 “Texas Rising Stars” List
CDT Roundup: 13 Deals, 13 Firms, 128 Lawyers, $15.26B
Texas Lawbook, TheTexas Lawbook, The
Latham, Baker Botts Steer Shell Midstream Deals Worth $3.8B
Law360Law360
Summit Midstream Partners, LP's $80 Million Preferred Equity Financing – Global Legal Chronicle
Global Legal ChronicleGlobal Legal Chronicle
Baker Botts Represents Summit Midstream Partners, LP in Preferred Equity Financing for its Double E Joint Venture
Baker Botts Represents Sunnova Energy International Inc. in its $168 Million Initial Public Offering of Common Stock
Baker Botts Ranks as “Top-Tier Firm” in Oil and Gas Transactions and Litigation for Ninth Straight Year in The Legal 500 United States
Thought Leadership
SEC Proposes Significant Changes to the Rules Governing Beneficial Ownership Reporting (Schedules 13D and 13G)
Client UpdatesSEC Update
SEC Adopts New Final Rules on Disclosure of Governmental Payments by Certain Oil, Natural Gas and Mining Companies
Client UpdatesCorporate Update
Congress Passes $2 Trillion Stimulus Bill in Response to Coronavirus Pandemic
Client UpdatesCoronavirus Crisis Response Update
Lessons in Data Protection And Cybersecurity in M&A
External ArticlePratt's Privacy & Cybersecurity Law Report, Vol. 5, No. 3.
SEC Proposes Testing the Waters Communications for All Issuers
Client UpdatesCorporate Update