Sarah McLean

Overview

Sarah McLean is a partner in the Mergers & Acquisitions practice.

Sarah’s practice focuses on private equity transactions, particularly portfolio company investments, acquisitions and divestitures of upstream and midstream oil and gas assets and companies, and midstream joint ventures.

Experience

Private Equity Investments

Management team in connection with the formation and funding of Wing Oil & Gas I, LLC supported by an initial capital commitment from NGP Energy Capital and the management team
A management team in the formation of Stateline Holdings, LLC, a joint venture with Vortus Investments for the development of certain oil and gas assets in Eddy County, New Mexico
Tatanka Midstream LLC in connection with the formation of the company and an initial capital commitment of $500 million from Encap Flatrock Midstream
EnCap Flatrock Midstream Fund IV, L.P., in connection with an equity commitment to Ironwood II
Oryx Midstream in connection with the formation of Middle Cadence Holdings and an initial capital commitment from Stonepeak Infrastructure Partners
Post Oak Energy Capital, LP with respect to its investment in Layne Water Midstream Holdings, LLC (LWM Holdings) and LWM Holding’s acquisition of Layne Water Midstream from Granite Construction Incorporated.
EnCap Energy Capital Fund XI, L.P. with respect to its investment in Raisa III Holdings, LLC
GulfTex Energy Management V, LLC on the formation of GulfTex Energy V Holdings, LLC, a portfolio company with equity commitments from subsidiaries of Wells Fargo & Co. and Prudential Financial, Inc.
EnCap Investments in 2017-2019 in connection with portfolio company commitments in excess of $2.2 billion
EnCap Flatrock Midstream in 2017-2019 in connection with portfolio company commitments in excess of $1.3 billion
EnCap Flatrock Midstream in connection with the formation of Getka Energy, LLC and $250 million equity investment therein
EnCap Flatrock Midstream in connection with the formation of Lotus Midstream LLC and $400 million equity investment therein
Elephant Oil & Gas in its $152 million equity commitment from Trilantic Capital Partners
Post Oak Energy Capital in connection with equity commitments to PetroEdge Energy IV, LLC, Veritas Energy Partners, LLC, Crown Oil Partners VI, LLC, Moriah Henry Partners, LLC, Mavros Minerals, LLC, Mavros Minerals II, LLC, and Sierra EF, L.P.
Oryx Midstream Services and Oryx Midstream Services II in connection with obtaining equity commitments from Post Oak Energy Capital, Quantum Energy Partners, and Wells Fargo Energy Capital
A Midland-based company focused on acquiring, exploiting, and developing oil and gas properties in the Permian Basin in its equity investment from a Houston-based private equity and venture capital firm focused on oil and natural gas

Equity Joint Ventures

Oryx Midstream in its joint venture with Rattler Midstream to acquire Reliance Gathering
Post Oak Energy Capital and its portfolio company, Layne Water Midstream Resources, LLC, in securing a minority investment from The University of Texas/Texas A&M Investment Company into UL Water Midstream LLC, a joint venture between Post Oak and EIV Capital, LLC
EnCap Flatrock Midstream in connection with the formation of Iron Horse Midstream LLC, a joint venture to develop the Iron Horse System for gas gathering and processing in the STACK formation of Oklahoma
EnCap Flatrock Midstream in connection with the formation of Black Diamond Gathering LLC, a joint venture between Greenfield Midstream LLC and Noble Midstream Partners LP and in connection with the acquisition by Black Diamond Gathering LLC of Saddle Butte Rockies Midstream, LLC for $625 million
Oryx Midstream Services II, LLC in its joint venture with Brigham Resources and Concho Resources for development of the Oryx Trans Permian Pipeline System
Oryx Midstream Services II, LLC in its joint venture with WPX Permian Midstream Crude Holdings, LLC

Mergers and Acquisitions

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 $3 billion, subject to closing adjustments.
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, a midstream services provider in the Arkoma Basin, to affiliates of Tailwater Capital
EnCap Flatrock Midstream in connection with the acquisition by portfolio company Ironwood Midstream Energy Partners II, LLC of Ironwood Midstream Energy Partners LLC and the equity interests held by GulfTex Energy IV, LP and Magnolia Oil & Gas Operating LLC in Ironwood Eagle Ford Midstream, LLC and Ironwood South Texas Midstream, LLC.
Oryx in its $135 million acquisition of 100% of a crude oil gathering network in the Permian Basin from Targa Resources
A joint venture owned by Oryx Midstream and Rattler Midstream in the acquisition of Reliance Gathering, a private Midland-based oil and gas company focused on developing upstream and midstream assets in the Permian Basin
Oryx Southern Delaware Holdings LLC and Oryx Delaware Holdings LLC with respect to the sale by Oryx of 100% of the equity interest in its operating subsidiaries to a subsidiary of Stonepeak Infrastructure Partners for $3.6 billion
GulfTex Energy in the sale of approximately 13,000 acres and 7,600 boed in the Eagle Ford to INPEX Americas, Inc.
Hill Country Bakery, a leading manufacturer of baked goods based in San Antonio, in the sale of substantially all of its assets to FGF Brands
Bensco, Inc. and its affiliates in its sale of auto dealerships in San Antonio, Texas to a strategic buyer
Protégé Energy Holdings III LLC in the sale of its membership interests of Cinco Oil & Gas, LLC to Pillar Energy Management, LLC
GulfTex Energy IV LP and GulfTex Karnes LP in connection with the sale of oil and gas assets in the Eagleford Shale to Enervest, Ltd. as part of Enervest’s three-deal $1.3 billion transaction
BC Operating, Inc. in connection with the $1.1 billion sale of 70,000 net surface acres in the Permian Basin to Marathon Oil Corporation
EnCap Flatrock Midstream in connection with the $2 billion sale of EagleClaw Midstream Ventures to Blackstone Energy Partners
EnCap Investments in connection with the sale of Felix Energy to Devon for $2.5 billion and representation of EnCap Flatrock Midstream in connection with the sale Tall Oak Midstream to EnLink Midstream for $1.55 billion
EnCap Flatrock Midstream in connection with the $1.5 billion sale of Nuevo Midstream to Western Gas Partners
A seller in connection with the sale of assets in Texas and Oklahoma to a NYSE corporation for approximately $900 million in cash and stock
PetroLegacy Energy II LLC in its $266 million acquisition of roughly 20,000 net acres in northeastern Martin County, Texas from Pioneer Natural Resources
A private equity firm and its portfolio company, a Houston-based exploration and production company, in the acquisition of commonly owned oil and gas properties in the Permian Basin from two separate companies for a total purchase price of more than $211 million
EnCap Investments and Payrock Energy Management in connection with the $888 million sale of Payrock Energy Holdings, LLC to Marathon Oil Corporation
Titanium Exploration Partners, LLC in its acquisition from Vanguard Natural Resources, LLC of natural gas, oil, and natural gas liquids assets in the SCOOP/STACK for $272.5 million
A privately held, Midland-based oil and gas company focused in the Permian Basin in its $290 million sale of assets to an oil and gas exploration and production company
Three privately owned oil and gas companies in the disposition to a foreign-owned oil and gas company of oil and gas assets and equity interests in a limited liability company holding midstream assets for $540 million cash
A NYSE corporation in the acquisition of interests in a limited liability company holding oil and gas assets in Alabama for $210 million cash
PetroLegacy Energy II, LLC in its acquisition of oil and gas assets in Martin County, Texas from Harvard Energy Partners, L.P.
Elephant Assets, LLC in its acquisition of certain undeveloped leasehold and wellbore interests in Converse County, Wyoming from EOG Resources, Inc.
EnCap Energy Capital Fund VII, L.P. in the sale of Cornerstone Natural Resources LLC, whose assets consist of oil and gas assets in the Williston Basin
Crown Oil Partners V, LP and Crump Energy Partners III, LLC with respect to the sale of their joint interests in a certain salt water disposal well in the Permian Basin to 3 Bear Energy – Lynch, LLC
A privately held exploration, production and development company focused on unconventional reserves in South Texas and the Midland Basin in their $501 million sale of oil and gas properties to affiliates of one of the largest oil and gas companies in the United States

Of Note

Professional Affiliations

Member, American Bar Association

Awards & Accolades

Recognized as a “Notable Practitioner” by IFLR1000 (2022)
Shortlisted as Lawyer of the Year – Private Equity in The Women in Business Law Awards, Americas by IFLR (2022)
Named one of Oil and Gas Investor’s 25 Influential Women in Energy (2021)
Selected as “Most Effective Dealmaker” by the Texas Legal Awards, presented by Texas Lawyer (2020)
Recognized by Chambers USA as a leading lawyer in Corporate/M&A – Texas: Austin Surrounds (2020-2022)
Recognized by Chambers USA as a leading lawyer in Energy: Oil & Gas (Transactional) – Nationwide (2021-2022)
“Leading Lawyer,” The Legal 500 US by Legalese (Industry Focus: Energy Transactions - Oil and Gas) (2022)
“Recommended Attorney,”The Legal 500 US by Legalese (Industry Focus: Energy Transactions - Oil and Gas) (2017)
Texas Rising Stars by Thomson Reuters (Mergers & Acquisitions, Energy & Natural Resources) (2004 - 2014)

Speaking Engagements

“Is EQ The Key To Deal Making”, served as a moderator for the Kayo Women’s Private Equity Summit (June 2022)
“Tax Considerations of Getting Deals Done in the Current Environment”, co-presented during the North American Petroleum Accounting Conference (May 2022)
“Tax Considerations of Getting Deals Done in the Current Environment”, panelist during the AICPA & CIMA PDI Oil & Gas Conference (November 2021)
“Avoiding Personal Liability Pitfalls in a Distressed Oil & Gas Environment,” served as a moderator for the IPAA’s Industry Insights Webinar (May 2020)
“Private Equity Value Creation Strategies,” led a round table during the Hart Energy Conference (March 2, 2020)
“Considerations for Oil and Gas Transactions Involving Private Equity Backed Buyers and Sellers,” presented during the 65th Annual Rocky Mountain Mineral Law Institute