David Ronn has more than 25 years of experience in a wide range of corporate and securities matters, with concentrations in the energy and technology industries that span from the representation of U.S. public entities to start-ups to cross-border transactions.

His energy industry experience includes mergers and acquisitions in the upstream, midstream and downstream industries, master limited partnerships, energy trading, energy audits and performance contracts relating to energy efficiency, drilling contracts, drilling partnerships and sustainability issues. His technology experience includes investments in and fund-raising for technology-based companies, strategic alliances and development agreements, and has particular experience with Israeli tech companies. In the securities area, David leads representations that involve initial and secondary public offerings, special committees of boards of directors in conflict situations, venture capital investments, private placements of debt and equity securities including 144A and Regulation D offerings, preparation of SEC periodic reports and structure and governance matters. In addition, David has been involved in a number of healthcare transactions, mainly representing doctors related to the formation of entities and sales of practices.

David was the first lawyer in Houston certified as a LEED-accredited professional by the U.S. Green Building Council and owns the first LEED-H certified home in Houston (with a gold certification).

  • Securities/Offerings

    • Representation of Newfield Exploration Company in the registered offering of high-yield notes and related tender offer for existing notes.
    • Representation of multiple oil and gas limited partnerships in private equity offerings of both general and limited partner interests.
    • Representation of multiple issuers (corporations, limited partnerships and limited liability companies), particularly in the energy and technology industries, in private placements of equity securities in compliance with Regulation D.
    • Representation of Ferrellgas Partners, L.P. (NYSE) in multiple public offerings and private placements of equity and debt securities, including shelf registrations, 144A offerings and exchange offerings.
    • Representation of Kinder Morgan Energy Partners, L.P. (NYSE) in multiple public offerings and private placements of equity and debt securities, including shelf registrations, 144A offerings and exchange offerings.
    • Representation of a national bank in a 144A offering related to its ownership of a volumetric production payment.

    Mergers & Acquisitions

    • Representation of BlueJack Energy Solutions, LLC and its management team in the contribution of wastewaster services assets and the formation of a joint venture with Energy Spectrum Partners VII, LP.
    • Representation of conflicts committee of the general partner of Spectra Energy Partners, LP (NYSE) with its $1.5 billion sale of two natural gas liquids pipelines to Spectra Energy Corp.
    • Representation of the conflicts committee of the general partner of Delek Logistics Partners, LP (NYSE) with multiple contributions of assets from affiliates of its general partner and related pipeline and storage agreements.
    • Representation of Tesoro Logistics, LP (NYSE) with multiple purchases by the partnership of pipeline and storage assets from affiliates of its general partner.
    • Representation of an owner of a landfill gas company in its multi-stage purchase of the other owner and the related corporate reorganization via private equity funding.
    • Representation of Hoover Energy Partners, LP in the sale of its pipeline subsidiaries to Regency Energy Partners, LP. (NYSE).
    • Representation of the owners of a technology company with an internet information platform in their sale of the company.
    • Representation of a midstream partnership in its investment into two newly formed LLCs, including related pipeline construction and operation agreements.
    • Representation of Tesoro Logistics LP (NYSE) with its $2.5 billion acquisition of QEP Field Services, LLC, a pipeline and gas-processing company formerly owned by QEP Resources Inc. (NYSE).
    • Representation of a subsidiary of an international oilfield services company in a purchase of the assets of two California-based entities specialized in the manufacture, installation and repair of artificial lift equipment.
    • Representation of a subsidiary of an international oilfield services company in multiple asset acquisitions related to (i) the manufacture, installation and service of artificial lift equipment and (ii) the sale, transport, installation and repair of pumping units.
    • Representation of Schlumberger Holdings Corporation in the sale of its Wilson distribution business to National Oilwell Varco, L.P.
    • Representation of a coal gasification entity in a cross-border fund raising.
    • Representation of an oilfield services company in its minority investments in, and strategic alliances with, various technology companies.
    • Representation of a private entity in Nigeria related to oil export sales and fertilizer import sales.
    • Representation of EO Group Ltd. in the sale of its offshore Ghanaian oil interests to Tullow Oil plc.
    • Representation of a coal-to-liquids technology and project company in its cross-border combination with a public Canadian entity.
    • Representation of multiple physician groups in consolidation of physician practices, restructuring transactions and sales of a majority interest in hospitals and surgical centers.
    • Representation of oil and gas exploration and production companies with respect to acquisitions of onshore and offshore oil and gas properties, formation, governance, credit agreements and fund raising.
    • Representation of a private-equity backed entity in multiple acquisitions and restructurings in the electronic-manufacturing services and contract manufacturing of electronic products industry.
    • Representation of Fortis Bank S.A./N.V. in its acquisition of the Houston and Canadian energy trading operations from Cinergy Capital & Trading, Inc.
    • Special Counsel to several Special Committees of the Board of Directors of general partners of master limited partnerships in such partnerships' acquisition of midstream oil and gas assets from affiliates of the applicable general partner and such partnership' mergers, such as Heritage Propane Partners, LP (NYSE).
    • Representation of Ferrellgas Partners, L.P. (NYSE) and its affiliates in multiple acquisitions of assets (including Blue Rhino Corporation and Thermogas, LLC) and disposition of assets, including gas storage assets.
    • Representation of Kinder Morgan Energy Partners, L.P. (NYSE) and its affiliates in various acquisitions and dispositions of pipelines and terminals (including sale of assets to ONEOK, contribution by Kinder Morgan, Inc., acquisition of KN Energy, Inc., and acquisition of Santa Fe Pacific Pipeline Partners).

    Structure, Governance & General

    • Representation of drilling company in day-work drilling contracts.
    • Representation of energy service companies in equipment and service agreements around the world.
    • Representation of an international bank in energy performance contract with energy service companies to provide guaranteed energy savings from energy construction measures.
    • Representation of technology companies in formation, governance and restructure issues.
    • General representation of a nonprofit genealogical website, including licensing and information issues.
    • Representation of a minority-owned natural gas and power trading company, including formation and governance issues, gas and power purchase and sale agreements, regulatory compliance, multiple equity financings and letter of credit lines. Investigations/Arbitration & Mediation
    • Representation of a Colombian company in closing arguments of an arbitration hearing against an Italian company in Milan under the jurisdiction of the Spanish Court of Arbitration.
    • Representation of the Audit Committee of Gexa Corp. in multiple investigations related to internal controls to comply with Sarbanes-Oxley.
    • Representation of a minority-owned natural gas and power trading company in mediations, regarding New Mexico contract claims and claims brought by the New Mexico Tax Authority regarding nexus issues and use taxes.

Insights

Events

News