Sarah J. Dodson

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.

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.

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