Sarah J. Dodson

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.