Cynthia Mabry is a partner in the Houston office of Gibson, Dunn & Crutcher. Ms. Mabry concentrates her practice on capital markets, securities, mergers and acquisitions (M&A) and general corporate matters. She represents public and private entities, investors and underwriters in capital markets and finance transactions, including offerings of equity and debt securities. Ms. Mabry also provides counsel on joint ventures, corporate governance and compliance matters. She is particularly experienced with clients engaged in the energy industry, including utilities, oil and gas exploration and production, midstream, oilfield services and other related sectors. Ms. Mabry advises clients on governance structures and rapidly evolving legal issues related to climate change and environmental, social and corporate governance  (ESG). She frequently writes and speaks about matters of climate change and ESG. Prior to practicing law, Ms. Mabry worked as a senior associate at PricewaterhouseCoopers in Houston.

Representative Work*

• Represented Ovintiv Inc. (NYSE: OVV) in the financing of its $4.275 billion acquisition of all leasehold interest and related assets of Black Swan Oil & Gas, PetroLegacy Energy and Piedra Resources.
• Represented Special Committee of the Board of Directors of Atlas Corp. (NYSE: ATCO) in $10.9 billion take-private transaction.
• Represented Talos Energy Inc., which through its Talos Low Carbon Solutions division, formed a joint venture with Carbonvert, Inc. and Chevron U.S.A. Inc. to develop the Bayou Bend CCS offshore carbon capture and sequestration hub.
• Represented Rattler Midstream LP in connection with its $765 million initial public offering of common units.
• Represented Cimarex Energy Co. in connection with its acquisition of Resolute Energy Corporation in a cash and stock transaction valued at approximately $1.6 billion, including debt.
• Represented SRC Energy Inc. in connection with its strategic merger with PDC Energy, Inc. in an all-stock transaction valued at approximately $1.7 billion.
• Assisted Diamondback Energy, Inc. in its $2.2 billion, all-stock acquisition of QEP Resources, Inc.
• Assisted an informal group of HighPoint Resources Corporation noteholders in the company’s $376 million merger with Bonanza Creek Energy.
• Assisted CenterPoint Energy in its $6 billion acquisition of Vectren Corporation, a power and gas utility operating in Indiana and Ohio.
• Represented Diamondback Energy, Inc. in its acquisition of all leasehold interests and related assets from Guidon Operating LLC for 10.63 million shares of Diamondback common stock and $375 million of cash.
• Represented El Paso Electric Company in a private placement of $45 million aggregate principal amount of senior guaranteed notes due 2031 of Rio Grande Resources Trust II.
• Represented Zimmer Energy Transition Acquisition Corp., a special purpose acquisition company (“SPAC”), in connection with its $345 million initial public offering of units.
• Represented the underwriters in connection with the $214 million initial public offering of units of Waverley Capital Acquisition 1, a Cayman Islands SPAC.
• Represented Barclays Capital Inc. as the underwriter in connection with the $230 million initial public offering of units of Capital works Emerging Markets Acquisition Corp, a Cayman Islands SPAC.
• Represented Noble Energy, Inc. in connection with multiple offerings totaling over $5.1 billion, including common stock and senior notes.
• Represented Diamondback Energy, Inc. in connection with its offering of $3 billion of senior notes.
• Represented a transaction manager and lender in a private placement of $390 million senior secured notes to finance the acquisition of oil and gas properties.
• Represented Rattler Midstream LP in connection with a Rule 144A offering of $500 million of senior notes.
• Represented the initial purchasers in a Rule 144A offering of $150 million of senior notes by WildHorse Resource Development Corporation.
• Represented Enterprise Products Partners L.P. in connection with the formation of an ethylene export terminal joint venture with Navigator Holdings Ltd.
• Serve as corporate/34 Act counsel to multiple NYSE and NASDAQ listed companies, including providing ongoing assistance with corporate governance matters.
• Represented Noble Energy, Inc. in connection with multiple cash tender offers and redemptions totaling over $4.0 billion of senior notes.
• Served as counsel to the conflicts committee of Golar LNG Partners LP in connection with its acquisition of interests in an LNG liquefaction vessel from Golar LNG Limited and affiliates of Keppel Shipyard Limited and Black and Veatch.

* Includes matters handled prior to joining Gibson, Dunn & Crutcher LLP

Speeches

• “Sea Change: The SEC Makes Waves with Proposed Climate Disclosure Rules,” Texas General Counsel Forum, presenter, webinar, April 20, 2022.
• “The State of Energy Capital Markets,” Society of Petroleum Engineers (SPE) Gulf Coast Section 2022 A&D Symposium, moderator, March 2, 2022.
• “Capital: Positioned for Private Equity,” Hart Energy’s Energy ESG Conference, moderator, Houston, TX, Nov. 29, 2021.
• “Climate Change: What Boards Need to Know Now to Address Evolving Demands,” Women Corporate Directors panel, panelist, webinar, Nov. 3, 2021.
• “State of the Industry: Transition to Clean Energy,” Women’s Energy Network panel, moderator, webinar, Oct. 25, 2021.
• “ESG and the Energy Sector: Navigating an Evolving Future,” Grant Thornton’s Energy Symposium, panelist, webinar, Sept. 30, 2021.
• “Integrating Environmental, Social, and Corporate Governance (ESG) in Corporate Practices: The Role of Counsel,” Texas General Counsel Forum, co-presenter, webinar, April 8, 2021.
• “Keynote Roundtable: The Growing ESG Needs of Investors,” HartEnergy’s Energy ESG Conference, moderator, webinar, March 31,2021.
• “Caregiving & Career: Mastering the Balancing Act,” Driving Diversity in Law & Leadership Virtual Summit: Houston, panelist, webinar, March 18, 2021.
• “Integrating Environmental, Social, and Corporate Governance(ESG) in Corporate Practices: The Role of Counsel,” The Association of Corporate Counsel Houston, co-presenter, webinar, Jan. 12, 2021.

Public Service and Affiliations

• Board Member, University of Houston Law Foundation, 2019 to present.
• Member, LSU Ogden Honors College Advisory Council, 2016 to present.
• Council Member, State Bar of Texas, Corporate Counsel Section, 2020 to present.
• Houston Advisory Council Member, Tahirih Justice Center, 2021 to present.
• Fellow of the Texas Bar Foundation.
• Board Member, University of Houston Law Center Alumni Association, 2013 to 2021 (President, 2017 to 2019).
• Board Member, The Children’s Fund, Inc., 2018 to 2020.
• Director, Corporate Counsel Section, Houston Bar Association, 2012 to 2018 (Chair, 2016 to 2017).

Recognition

• The BTI Consulting Group, Client Service All-Stars, 2022.
• Chambers Global, Capital Markets: Debt & Equity: Central USA,2 022.
• The Legal 500 US, Corporate Governance, 2021; Energy Transactions: Oil and Gas, 2021.
• Chambers USA, Capital Markets: Debt & Equity – Texas, 2021.
• President’s Award, University of Houston Law Alumni Association, 2021.
• Oil & Gas Investor, Forty Under 40 in Energy, 2020.
• Texas Lawyer, Lawyers on the Rise, 2020.
• Rising Star Awards, University of Houston Alumni Law Association, 2013.