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Jonathan Ayre

Partner

Houston

Jonathan Ayre represents clients across the energy spectrum including oil and gas, renewable power, and chemical industry companies and their investors in acquisitions, divestitures, joint ventures, project development, financing and restructuring transactions.

Jonathan represents companies driving the energy transition, including representing project developers in connection with engineering, procurement and construction agreements, solar module purchase agreements, transformer purchase agreements, and operation and maintenance agreements. He co-leads Orrick's nuclear power practice and has represented the purchaser in the first high-assay low-enriched uranium purchase agreement, as well as in numerous joint venture, engineering, procurement, and construction, and commercial agreements in the nuclear power industry. Chambers Global has reported, "He knows the industry very well and takes a commercial approach to help resolve differences with the counterparty. He has a good bedside manner and cooperates well with others,” and ”he's very resourceful and he approaches the energy and corporate sector with a true business sense." Jonathan was recognized in 2020 by Law 360 as an Energy Rising Star.

Jonathan is a recognized leader in cutting-edge transactions in oil and gas securitizations, representing the investors in the first oil and gas securitization, in the first operated property transaction, in the first transaction involving properties owned by the Bureau of Land Management, and in the first transaction using a master trust structure. He has worked on over $20 billion of oil and gas securitizations.

Jonathan is an active supporter of the Houston Symphony, serving as Chairman of the Houston Symphony's Finance Committee, as a Governing Director on the Houston Symphony Society's Board of Trustees, and as chair of the 2021 Houston Symphony's Wine Dinner and Collector's Auction. He serves as a member of the Steering Committee of the Houston Men of Distinction Annual Awards Luncheon, an organization that recognizes Houston men who have distinguished themselves through excellence in community achievement, thereby providing support in superior biomedical research, education, and patient care in the Texas Medical Center.

  • Finance, Securitization, and Restructuring

    • The note purchasers in the first-of-a-kind securitization of non-operated oil and gas wellbore interests of Raisa Energy.
    • The note purchasers in three separate securitizations of operated oil and gas wellbore interests of Diversified Energy Company in the Appalachian Basin.
    • The note purchasers in the securitization of operated oil and gas wellbore interests of Diversified Energy Company in the Barnett Shale.
    • The note purchasers in the first joint 144A / 4(a)(2) oil and gas wellbore securitization by PureWest Energy, a leading natural gas producer in Wyoming, the largest wellbore securitization to date with a value of $600 million.
    • The note purchasers in the securitization of operated oil and gas wellbore interests of Presidio Petroleum, a portfolio company of Morgan Stanley Equity Partners, in the Anadarko Basin.
    • The note purchasers in the securitization of operated oil and gas wellbore interests of a company with assets in North Texas and on tribal lands in New Mexico and Colorado.
    • A club syndicate of European investors in connection with a euro-denominated investment in the US$-based acquisition of upstream oil and gas assets in the San Juan Basin from BP America Production Co.
    • A market leading reserve based lending bank as administrative agent in connection with the bankruptcy of Legacy Reserves.
    • A market leading reserve based lending bank as administrative agent in connection with the out of court restructuring of an upstream oil and gas company.
    • A market leading reserve based lending bank as secured lender in connection with the issuance of notes in a distressed upstream oil and gas company.

    Renewable Power M&A and Project Development

    • Enlight Renewable Energy, a global renewables IPP and developer, in its acquisition of 90% of the equity of U.S. solar and storage developer Clēnera for an enterprise value of up to $433 million and in connection with its project development services agreements.
    • The developer of several solar power projects in connection with the acquisition of over $500 million of solar modules and the engineering, procurement and construction agreements for the projects.
    • The developer of a battery storage project in connection with the acquisition for the main power transformer for the project.
    • The prospective acquirer of a portfolio of renewable power projects in connection with the negotiation of development and services agreements.
    • The developer of a renewable power project in connection with its operation and maintenance agreements.
    • A private-equity-backed company in connection with its acquisition of landowner royalty rights.
    • The construction contractor in connection with the front-end engineering and design agreement and EPC contract for the construction of a landfill waste to power generation project for a municipal solid waste disposal authority.

    Nuclear Power

    • A developer of small modular reactors in connection with procurement of high-assay low-enriched uranium as nuclear fuel.
    • A joint venture of seven nuclear power plant operators in the formation of a jointly-owned entity, investments in the entity and related corporate and commercial agreements.
    • STP Nuclear Operating Company as agent for the owners in the drafting and negotiation of an over-$10 billion engineering, procurement and construction contract for the construction of two new nuclear reactors adjacent to an existing nuclear power plant in South Texas.
    • A nuclear materials transportation and disposal company in connection with the drafting and negotiation of a decommissioning agreement and related agreements for the decommissioning of a nuclear power generation facility.
    • A nuclear materials processing company in connection with the acquisition of two processing facilities.
    Chemical Manufacturing and Liquified Natural Gas
    • NOVA Chemicals Corporation in its $2.1 billion acquisition from The Williams Companies of their interests in an ethane cracker in Geismar, Louisiana and the Mont Belvieu storage hub.
    • Subsidiaries of NOVA Chemicals Corporation and Borealis AG in their Texas joint venture with Total Petrochemicals and Refining USA, Inc. with respect to two existing polyethylene facilities, an under-construction ethane cracker and a development stage Borstar polyethylene facility.
    • A joint venture entity developing a major polyethylene terephthalate (polyester) manufacturing facility in connection with agreements with its construction manager and various procurement and commercial matters.
    • A U.K.-based energy company in the drafting and negotiation of an EPC contract for an Australia-based LNG export project.
    • A chemical manufacturing company with facilities in Texas and Kentucky in connection with construction, procurement, and commercial contracting matters.
    • A major energy company in the drafting and negotiation of an EPC contract for an LNG export project in Louisiana.

    Upstream and Midstream Oil and Gas M&A, Development and Private Equity

    • A supermajor in a $2.2 billion acquisition and joint venture of Barnett shale assets.
    • The management of Vine Oil and Gas in multiple joint ventures with The Blackstone Group targeting U.S. operated working interests, mineral interests and other upstream assets.
    • The portfolio company of the Middle Eastern private equity fund in its investment in a gas storage project in Texas.
    • A private equity-backed oil and gas company in an acquisition and acreage exchange for an operated interest in the Permian Basin.
    • A supermajor in a $1.2 billion disposition of its interest in a Gulf Coast pipeline.
    • Providence Energy in a joint venture with a Fortune 50 company's pension fund targeting upstream and midstream oil and gas assets.
    • A U.K.-based energy company in a $1.3 billion acquisition and joint venture of Haynesville shale assets.
    • Alta Resources Development in a joint venture with its equity sponsors targeting upstream oil and gas assets.
    • Mitsui & Co., Ltd., in negotiation of agreements for a $680 million acquisition and joint venture of Eagle Ford shale assets.
    • A U.K.-based energy company in the unitization of the Lula Field, one of the world's largest oil fields, offshore Brazil.
    • A Japan-based energy company in the formation of and corporate governance matters relating to its U.S. gas marketing subsidiary and related midstream agreements.