David Aaronson

Partner

Houston

David advises private equity investors, sponsors and management teams, sovereign wealth funds, venture capital investors and other financial and strategic investors on a broad range of domestic and cross-border energy-related transactions and investments across the oil and gas value chain.

David’s practice focuses on complex commercial transactions, including mergers, acquisitions and divestitures (upstream, midstream and downstream), joint venture arrangements (drillco, structured participation and farmout arrangements), cross-border transactions, project finance and portfolio company investments, project development and other corporate governance and general corporate matters.

  • Mergers, Acquisitions, Divestitures and Joint Ventures

    • Oaktree Capital Management in a joint acquisition of upstream oil and gas assets in Oklahoma with Diversified Energy Company from Tapstone Energy Holdings and a related party.
    • Laredo Petroleum in its acquisition of Midland Basin Assets from Sabalo Energy (and a non-operating partner) for approximately US$715 million, an acquisition that involved consideration consisting of both cash and Laredo common stock
    • Bruin Purchaser LLC in the US$465 million sale of its wholly-owned subsidiary, Bruin E&P HoldCo, LLC, to subsidiary of Enerplus Resources
    • Oaktree Capital Management L.P. in connection with a US$2 billion strategic partnership with an affiliate of Diversified Gas & Oil PC to jointly identify and acquire producing oil and gas assets in the continental United States
    • BKV Oil & Gas LLC, an affiliate of Banpu Pcl, in its US$830 million acquisition of Devon Energy Corp.'s Barnett Shale assets.
    • Kalnin Ventures LLC and its subsidiaries in six separate transactions over a two-year period involving the acquisition of operated and non-operated interests in upstream and midstream oil and gas assets located in the Marcellus Shale region of Northeast Pennsylvania for an aggregate purchase price of US$522 million.
    • JP Morgan Ventures Energy Corporation in its US$220 million volumetric production payment transaction with Antero Resources.
    • Samson Resources II, LLC in the US$525 million sale of its East Texas and North Louisiana Assets to Rockcliff Energy II LLC.
    • Samson Resources Company in the sale of non-core assets in Converse County, WY in exchange for US$44.4 million and 15,000 net acres from the purchaser.
    • Pickering Energy Partners in a US$500 million strategic joint venture with oil and gas operator Henry Resources.
    • Colony Capital in its joint venture between Colony HB2 Energy and California Resources Corporation to fund up to US$500 million for the development of CRC's flagship Elk Hills field, located in the San Joaquin Basin.
    • York Tactical Energy Fund in a US$125 million strategic asset-level joint venture in the DJ Basin with Bayswater Natural Resources Fund III.
    • A Mexican oil and gas company in connection with the negotiation of operating agreements and related agreements for the acquisition and development of onshore oil and gas assets located in Mexico.
    • Bayou City Energy in a drillco transaction between its affiliate, BCE Roadrunner LLC, and Chaparral Energy, L.L.C. to jointly develop Chaparral's STACK acreage in Canadian and Garfield Counties, Oklahoma.
    • A PE-backed portfolio company and management team in connection with US$150 million divestiture of operated and non-operated Powder River Basin assets to a publicly traded Canadian oil and gas company.
    • Millennial Energy Partners in a variety of investments in non-operated oil and gas assets across the continental United States, including acquisitions, divestitures and asset-level joint ventures.
    • Riverstone Holdings and its portfolio companies and its Dallas-based portfolio company in connection with a variety of oil and gas transactions, including acquisitions, divestitures and asset-level joint ventures.
    • An upstream oil and gas portfolio company in an Eagle Ford Shale joint venture covering undeveloped properties that featured 100% carry consideration.
    • Denham Capital, Juniper Capital and Carnelian Energy Capital and their respective portfolio companies in a wide range of oil and gas-related acquisitions, divestitures and asset-level joint venture transactions.
    • Triple Crown Energy in a variety of transactions, including acquisitions and divestitures of mineral properties located in the "SCOOP" and "STACK" plays in Oklahoma and joint venture arrangements for the acquisition and development of conventional oil and gas assets in Kansas.
    • Riverbend Oil & Gas in a variety of oil and gas-related joint ventures and acquisitions.
    • A Houston-based PE fund in connection with the acquisition of owner of non-operated Bakken Shale assets for US$66.5 million.
    • A private Houston-based midstream company in the acquisition of crude oil trucking assets and related assets.
    • A large US-based bank in the acquisition of a volumetric production payment from a non-operating private oil and gas company with assets across multiple states.
    • A Houston-based private equity fund in connection with an upstream oil and gas joint venture for the acquisition and development of assets located in Oklahoma.
    • WBH Energy Partners in the 363 sale of its assets in connection with its chapter 11 restructuring.
    • A U.S. company in its acquisition of the U.S. subsidiaries of a European nuclear waste processing and disposal company.
    • A Japan-based company in the negotiation of agreements for a US$680 million acquisition and joint venture of Eagle Ford shale assets.
    • A Norwegian oil and gas company in a US$225 million acquisition and joint venture of Eagle Ford shale assets.
    • A Japan-based oil and gas company in a US$590 million acquisition of upstream and midstream oil and gas assets located in Ohio and West Virginia.
    • A global energy company in the US$1.15 billion disposition of its interest in a U.S. pipeline system.
    • A global mining company in the diligence phase of is US$12.1 billion acquisition of a Houston-based oil and gas company.
    • A U.S.-based independent energy company in the nearly US$900 million sale of its Malaysian exploration and production business, comprising interests in nine offshore blocks.
    • A Norwegian oil and gas company in its US$390 million divestiture of an interest in its Marcellus and Utica shale assets.
    • A global energy company in the US$680 million divestiture of its interest in an aluminum mill located in the United States.
    • A joint venture of seven nuclear power plant operators in the formation of a jointly-owned entity, investments in the entity and related commercial arrangements.
    • A U.S.-based company in a US$45 million acquisition of a majority interest in a privately-owned Colombian manufacturer of cable and wire products.

    Project Finance and Development

    • The U.S.-based arm of a foreign sovereign wealth fund in connection with its debt and equity financing of a privately-held borrower's acquisition of a subsidiary of a publicly traded oil and gas company owning an operated interest in upstream oil and gas assets, as well as arrangements for the operation of related midstream assets.
    • Second Lien Agent in connection with (i) the chapter 11 restructuring of Samson Resources Corporation and (ii) multiple sales of Samson Resources Corporation's assets located in the Permian Basin, San Juan Basin, East Anadarko Basin, West Anadarko Basin and Williston Basin.
    • Ramas Capital Management in its preferred equity investment in Freedom Oil and Gas Ltd for purposes of providing drilling capital in the Eagle Ford Shale, a structure that featured an initial issuance of preferred equity coupled with a second issuance if certain well performance hurdles are met.
    • Melody Capital Partners in connection with a mezzanine oil and gas loan made to a privately held parent of a Texas-based oil and gas company that featured an issuance of warrants and a bespoke arrangement with the first lien lender.
    • A major U.S. energy company as the sponsor in the development of a US$10 billion LNG export project in Cameron Parish, Louisiana, including the drafting and negotiation of the related equity arrangements, joint venture documents and the engineering, procurement and construction contract.
    • A New Zealand-based investment fund in its purchase of U.S. oil and gas drilling assets.
    • A China-based company in its formation of a U.S. subsidiary oilfield equipment manufacturing and services company.
    • A New Mexico-based defense contractor in a recapitalization transaction, valued at US$45 million, resulting in an employee stock ownership plan purchase of part of the company's equity and the purchase of the remaining equity by various investors.

    David’s experience includes that prior to joining Orrick.