Michael De Voe Piazza is a partner in Gibson, Dunn & Crutcher’s Houston office, and is Co-Head of the firm’s U.S. Private Equity Practice. Michael focuses his private equity practice on mergers, acquisitions, dispositions, joint ventures and equity and debt offerings, including control, minority and preferred investments and structured equity and asset-level investments and financings. He regularly represents clients in the financial, oil and gas, energy transition and power sectors. Michael has significant experience advising private equity funds and other financial sponsors in “GP stakes” transactions, asset management M&A, leveraged buyouts, portfolio company investments and fund formation projects. He also has developed expertise in transactions involving the wealth management industry, the mineral and royalty business, the renewable fuels business, volumetric production payments and “DrillCo” structures.
Michael was named Energy & Industrials Dealmaker of the Year at The Deal’s Middle Market Awards in 2020. In 2015, he was one of only seven lawyers under the age of 40 to be named a “Rising Star” by Law360 in the area of Energy. It was his third consecutive “Rising Star” honor. In 2013, Michael was also named a “Legal Leader on the Rise” by Texas Lawyer.
Chambers USA (2022/2023) ranks Michael among the leading individuals practicing in the areas of Energy: Oil & Gas (Transactional) in the United States and Private Equity and Corporate/M&A in Texas. He is also nationally recognized in the Legal 500 for Energy Transactions: Oil and Gas, M&A: Large Deals, Private Equity Funds and Private Equity Buyouts. According to the Legal 500, Michael is “exceptional.” Clients singled out Michael for his “outstanding ability to see transactions through his client’s eyes and do everything possible to secure a maximum beneficial outcome.”
Before joining Gibson Dunn, Michael was a partner at Willkie Farr & Gallagher LLP where he served as Co-Head of the firm’s Energy practice and Co-Managing Partner of its Houston office.
Michael graduated from Georgetown University Law Center cum laude in 2008 and received his undergraduate degree from Princeton University magna cum laude in 2001.
Michael’s experience includes:*
Selected Significant Matters
Recent Representative Transactions
- Represented Capital Constellation, a fund managed by Wafra, Inc., in (i) its strategic investment in Greenbelt Capital Partners, a private equity firm targeting private equity, infrastructure development and late-stage growth opportunities, (ii) its $150 million strategic partnership with Ara Partners Group, whereby Capital Constellation acquired a substantial minority ownership interest in Ara Partners and provided the firm and its affiliates with significant investment capital, (iii) its sale of its minority stake in Ara Partners to Affiliated Managers Group, Inc. and (iv) its significant equity investment in, and capital commitment to, Pollen Street Capital, a UK-based asset manager focused on the financial and business sectors in the UK and Europe
- Represented Carnelian Energy Capital Management in connection with (i) Ridgemar Energy, LLC’s acquisition of Callon Petroleum’s Eagle Ford business for $655 million and (ii) Percussion Petroleum II, LLC’s sale to Callon Petroleum in a cash and stock transaction involving consideration of $475 million
- Represented Oak Street Real Estate Capital in its $1.6 billion acquisition by Blue Owl Capital
- Represented Oaktree Capital Management L.P. in connection with (i) its $2 billion strategic partnership with an affiliate of Diversified Energy Company to jointly identify and acquire producing oil and gas assets in the continental United States, (ii) multiple joint acquisiitons with Diversified Energy Company, including its substantial acquisition from Tapstone Energy Holdings and a related party and (iii) its joint ABS transaction with Diversified Energy Company
- Represented Constellation Wealth Capital in (i) its preferred equity investment in AlTi Global, Inc, as part of a $450 million investment made by CWC and Allianz X, (ii) its acquisition of a minority stake in Lido Advisors, a wealth management firm with greater than $19 billion in assets under management and (iii) its acquisition of a minority stake in Alphacore, a wealth management firm with over $2.5 billion assets under management
- Represented Esperanza Capital Management in (i) its strategic partnership with Cockrell to create a platform to make acquisitions of assets and businesses in the Gulf of Mexico and (ii) its joint acquisition, with Andros Capital Partners, of ExxonMobil’s assets in the ursa and Princess Fields of the Gulf of Mexico and on the formation of a strategic joint venture focused on the acquisition and development of upstream and infrastructure assets in the Deepwater Gulf of Mexico
- Represented Sammons Financial Group in its strategic partnership with Northrock Partners, a wealth management firm with more than $5 billion in assets under management
- Represented Andros Capital Partners in (i) both its inaugural $250 million energy fund targeting flexible capital investments and its $750 million second energy fund targeting flexible capital investments, (ii) its $150 million Permian Basin drilling joint venture with MPDC, (iii) its $122 million acquisition of mineral and royalty interests from an undisclosed seller and (iv) its participation, as a lead investor, in a $1.6 billion continuation fund with respect to HG Energy
- Represented entities managed by Wafra Inc. as key shareholders in Pollen Street Capital and Honeycomb Investment Trust on their combination to form a London-listed alternative investment manager
- Represented lead investors of a private equity consortium in connection with the acquisition of Verdad Resources
- Represented Juniper Capital in its creation of North Peak Oil & Gas through the combination of of two existing portfolio companies and a substantial acquisition from a private oil and gas company
- Represented Beemok Capital in its acquisition of the Western & Southern Open from the United States Tennis Association
- Represented Lime Rock Partners in its investments in (i) Prairie Energy, (ii) multiple San Jacinto Minerals platforms, (iii) Wayfinder Resources and (iv) Axis Energy Services
- Represented (i) Avolta LLC in its joint venture with Energy Capital Partners with respect to a joint venture to develop renewable natural gas products and (ii) Nacelle Logistics, LLC, a leading provider of RNG O&M and gas conditioning services, in connection with its investment from Energy Capital Partners
- Represented Devon Energy, as lead investor, in a $244 million funding of Fervo Energy, a leading geothermal development business
- Represented Houston Energy in the formation of HEQ Deepwater and HEQ Deepwater II, with Quantum Energy, with more than $500 million of total equity capital commitments
- Represented USD Clean Fuels, a leading developer of logistics infrastructure in North America for the renewable fuels value chain, in its sale of a majority interest to Ara Partners
- Represented Carnelian Energy Management in connection with multiple equity commitments to upstream oil and gas companies, including SandPoint Resources, LLC, Veritas Permian II, LLC and Percussion Petroleum
- Represented JP Morgan in its $220 million volumetric production payment transaction to Antero Resources
Other Representative Transactions
Mergers and Acquisitions
- Represented Veritas Energy and Carnelian Energy Capital Management in the sale of Permian Basin assets to Northern Oil and Gas for $406.5 million
- Represented Lime Rock Partners VIII, L.P. and its portfolio company San Juan Offshore LLC in a management-led buyout of all of Arena Energy, LP’s Gulf of Mexico assets out of bankruptcy
- Represented Laredo Petroleum in its acquisition of Midland Basin Assets from Sabalo Energy (and a nonoperating partner) for approximately $715 million, an acquisition that involved consideration consisting of both cash and Laredo common stock
- Represented Juniper Capital in its $188 million strategic investment in independent oil and gas company Penn Virginia
- Represented Springbok in the sale of mineral and royalty interests to Kimbell Royalty Partners for $175 million
- Represented Samson Resources II, LLC in the $525 million sale of its East Texas and North Louisiana Assets to Rockcliff Energy II LLC and in the $215 million sale of its Powder River Basin Assets to Continental Resources
- Represented Kalnin Ventures in its $770 million acquisition of Devon Energy Corp.’s Barnett Shale assets
- Represented the management team of Goodnight Midstream in the acquisition by TPG Capital of a majority stake in Goodnight for a purchase price of $930 million
- Represented Apache Corporation in the $3.75 billion divestiture of its Gulf of Mexico Outer Continental Shelf business, including an innovative collateral arrangement to secure the performance by the buyer of $2 billion of abandonment exposure
- Represented Chesapeake Energy Corporation in its $2.16 billion sale of a substantial majority of its remaining midstream assets to Access Midstream Partners, L.P., a transaction that included the execution of new market-based gathering and processing agreements covering various acreage dedications in the Marcellus, Utica, Eagle Ford, Haynesville and Niobrara Shale Plays
- Represented Kalnin Ventures LLC and its subsidiaries in 6 separate transactions over a 2-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 $522 million, including the acquisition of all of Carrizo (Marcellus) LLC’s and Reliance Marcellus II, LLC’s collective interests in the region for a combined purchase price of $210 million. The remaining 5 transactions involved the acquisition of assets from the following sellers: Warren Marcellus, LLC; Zena Energy L.L.C.; Radler 2000, LP; Tug Hill Marcellus LLC; Chief Exploration & Development LLC and Range Resources-Appalachia, LLC
- Represented Liberty Oilfield Services in its acquisition of the U.S. assets of Sanjel Corporation as part of a cross border bankruptcy sale (the assets included those used in fracture stimulation, cementing and coil tubing operations)
- Represented Chesapeake Energy Corporation in its $2 billion sale of its limited partner units and its general partner interests in Chesapeake Midstream Partners LP to Global Infrastructure Partners
- Represented Hilcorp Energy Company in connection with its acquisition of all of the Alaska oil and gas assets of a Chevron subsidiary, including interests in multiple offshore and onshore fields, gas storage facilities, numerous drilling rigs and tank farms
- Represented Apache Corporation in its $7 billion acquisition of BP's oil and gas operations, acreage and infrastructure in the Permian Basin of West Texas and New Mexico and Egypt's Western Desert, as well as substantially all of BP's upstream natural gas business in western Canada and British Columbia
- Represented a private equity natural resources fund in connection with its acquisition of upstream oil and gas assets located in the Williston Basin in exchange for its issuance to the sellers of preferred equity interests in a special purpose vehicle formed to acquire the underlying oil and gas assets
- Represented Millennial Energy Partners in a variety of investments in non-operated oil and gas assets across the continental United States, including its joint venture with Continental Resources and its exits to private equity backed portfolio companies
- Represented Chesapeake Energy Corporation in the sale of certain midstream assets in the Anadarko Basin for $245 million to MarkWest Energy Partners and the $300 million sale of Mid-America Midstream Gas Services LLC to SemGroup Corporation
- Represented Alinda Capital Partners in connection with its $505 million acquisition of gas storage facilities and oil and gas assets located in close proximity to the Barnett Shale
- Represented privately held oil and gas company in its sale of its crude oil trucking business to a MLP
- Represented a Fortune 500 US energy company in the $230 million acquisition of a power facility and negotiation of subsequent joint operating arrangements
- Represented Constellation Energy in connection with its $142.5 million acquisition, via merger, of StarTex Power, a Texas retail electric provider
- Represented a leading financial institution in connection with its acquisition of a substantial commodity trading book
- Represented an independent power developer in its sale of a mid-stage development project in the State of Texas
- Represented a strategic participant in its bid for British Gas’s portfolio of gas-fired power generation assets located in New England, ultimately purchased by a private equity fund for approximately $450 million
Private Equity and Joint Venture Investments
- Represented Post Oak Energy Capital, LP, as investor in the PIPE transaction as part of Earthstone Energy’s approximately $860 million acquisition of Bighorn Permian Resources’ assets
- Represented Trace Capital and its portfolio companies Horizon Resources, Live Oak Resource Partners and Haymaker Minerals & Royalties in a variety of transactions, including investments by Trace Capital in certain of these portfolio companies
- Represented Black Knight Energy, a private energy company formed to pursue the acquisition and development of large, cash flowing oil and natural gas assets across the lower 48 states, and its management team in its $500 million equity commitment from Kayne Anderson Capital Advisors
- Represented OneNexus Environmental, a financial technology energy company, in its strategic partnership with BlackGold Capital Management to provide asset retirement solutions to oil and gas companies
- Represented the management team of AltaMar Energy in connection with the formation of AltaMar Energy, LLC and a line of equity commitment from Carnelian Energy Capital III, L.P.
- Represented the management team of Hawthorne Energy in connection with the formation of Hawthorne Energy, LLC and a line of equity commitment from Carnelian Energy Capital III, L.P.
- Represented management team in connection with the formation of Percussion Petroleum II, LLC and equity commitment from Carnelian Energy Capital
- Represented York Tactical Energy Fund in a $125 million strategic asset-level joint venture in the DJ Basin with Bayswater Natural Resources Fund III
- Represented Houston-based energy investment management firm Pickering Energy Partners in a $500 million strategic joint venture with oil and gas operator Henry Resources
- Represented a private US developer and operator in the equity financing of two renewable natural gas projects, each related to developing and constructing a waste-to-energy facility at an industrial scale dairy farm
- Represented Colony Capital in connection with the formation of the new joint venture partnership, Alpine Energy Capital, LLC to provide capital and asset management solutions to the U.S. upstream oil and gas industry
- Represented Kayne Anderson in its agreement with Warburg Pincus to provide a $1 billion equity commitment to WildFire Energy, I LLC
- Represented Colony Capital in its joint venture between Colony HB2 Energy and California Resources Corporation to fund up to $500 million for the development of CRC’s flagship Elk Hills field, located in the San Joaquin Basin
- Represented Kayne Anderson Capital Advisors in its equity commitment to Ensign in the acquisition of Eagle Ford acreage from Pioneer Natural Resources
- Represented Glendale Energy Ventures in its $500 million joint venture platform with TPG Sixth Street Partners to pursue acquisitions of non-operated oil and gas properties
- Represented Colony Capital in its joint venture with HB2 Energy to form Colony HB2 Energy, an energy-focused investment management platform
- Representation of Bayou City Energy in (i) 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 and (ii) co-invest arrangements for purposes of financing the DrillCo commitment
- Represented Riverstone Holdings in its $250 million line of equity commitment to Rover Petroleum, an oil and gas exploration and production company
- Represented Juniper Capital in a variety of equity-line and joint venture transactions, including Juniper Capital’s strategic partnership with Boomtown Oil
- Represented Denham Capital Management LP in its development of an equity line commitment structure for portfolio companies investing in mineral and royalty interests, including Denham’s equity line commitments to Bradford Minerals and Horizon Resources
- Represented Sage Midstream Ventures in its equity commitment of up to $500 million from Stonepeak Infrastructure Partners
- Represented Lime Rock in its line of equity commitment to Wayfinder Resources, a company formed to execute a strategy of acquiring non-operated positions in select areas of the SCOOP, STACK and Merge plays
- Represented Lime Rock Partners in its recapitalization of TEC Well Services, an oilfield service company with primary operations in West Texas, East Texas and Colorado focused on providing a full suite of well service rigs and ancillary rental equipment to E&P operators
- Represented Lime Rock in its recapitalization of SDI Gas, a Marcellus oilfield services company
- Represented Springbok Energy Partners, LLC in its joint venture with Natural Gas Partners (NGP) to pursue investments in mineral and royalty interests
- Represented Riverbend Oil & Gas in a variety of fund formation, joint venture and strategic partnerships, including Fund VI, Fund VIII and Fund IX
- Represented Trilogy Midstream in its strategic partnership with NGP, a platform dedicated to midstream development and acquisition projects
- Represented EIG Global Energy Partners in its joint venture with a large private equity firm to acquire from Encana Corporation $1.8 billion of natural gas properties in Wyoming’s Jonah Field
- Represented management of Lambda Energy Resources in its strategic partnership with Redbird Capital to acquire and develop assets in the Michigan Basin
- Represented a global private equity fund in a $200 million joint venture with a strategic midstream participant for purposes of acquiring midstream transportation and logistics assets in Louisiana, together with related debt and equity acquisition financing arrangements
- Represented The Cap Street Group in its majority recapitalization of Creative Resources Group, Inc., a provider of a range of transportation and facility services primarily in the refining and petrochemical industries, together with a variety of add-on acquisitions
- Represented upstream oil and gas portfolio company in an Eagle Ford Shale joint venture covering undeveloped properties that featured 100% carry consideration
- Represented Chesapeake Energy Corporation in connection with its $1.25 billion Utica Shale and Mid-Continent joint ventures, each of which featured a club of investors and a private placement of preferred shares
- Represented Highbridge Principal Strategies in its $350 million recapitalization of Alta Mesa Holdings, Inc., a transaction that featured a combination of convertible preferred stock and senior notes
- Represented Millennial Energy Partners in its fund formation and related arrangements
- Represented Live Oak Resources in the establishment of its private equity firm and its initial private equity fund, which is focused on acquisitions of mineral and royalty interests
- Represented Live Oak Resource Partners in multiple strategic partnerships with Denham Capital Management LP and certain co-investors to target investments in mineral and royalty interests in the continental United States
- Represented Sage Road Capital in multiple portfolio company investments, including its investments in K3 Oil & Gas, Woodford Petroleum and Peachridge Energy Partners
- Represented Titus Oil & Gas in its line of equity commitment from NGP in connection with the formation of an investment platform targeting oil and gas acquisitions in the Permian Basin
- Represented management team of Sage Midstream in matters related to its $500 million line of equity commitment from Riverstone Holdings and Kaiser Francis
- Represented EIG Global Energy Partners in a $220 million equity investment and $200 million senior debt facility for BlackBrush Oil & Gas LP and TexStar Midstream Services LP
- Represented Hilcorp Energy Company in connection with its hybrid upstream and midstream joint venture with an affiliate of NRG Energy for purposes of utilizing captured CO2 for an enhanced oil recovery project conducted on South Texas oil and gas assets
- Represented Chesapeake Energy Corporation in connection with its $250 million royalty platform joint venture with Kohlberg, Kravis & Roberts
- Represented upstream oil and gas portfolio company in its cash and carry joint venture covering oil and gas properties located in the State of Mississippi
- Represented Triple Crown Energy in a variety of transactions, including a cash and carry joint venture covering properties located in the State of Kansas and sales of mineral properties located in the Utica Shale and the STACK play in Oklahoma
- Represented an energy fund in connection with a $400 million joint venture in the Marcellus Shale
- Represented Kohlberg, Kravis & Roberts in connection with a Permian Basin drilling joint venture that featured a complicated farmout arrangement
- Represented Kohlberg, Kravis & Roberts in connection with a uniquely structured Fort Worth Basin upstream oil and gas joint venture
- Represented a Canadian private equity group in connection with a structured oil and gas joint venture that featured acquisition financing
Energy Finance
- Represented a Second Lien Agent in connection with the Chapter 11 restructuring of Samson Resources Corporation
- Represented numerous financial institutions in acquisitions of volumetric production payments from exploration and production companies, ranging from $40 million to $1.2 billion and covering both onshore and offshore oil and gas assets, including various shale plays
- Represented multiple western oil and gas companies in reserve-based loan facilities ranging from $25 million to $500 million
- Represented WBH Energy Partners in connection with debtor-in-possession financing under section 363 of the Bankruptcy Code
- Represented 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
- Represented a club of investors comprised of a variety of financial institutions, including private equity funds, mezzanine lenders, hedge funds, and investment banks in connection with the club's acquisition from a publicly traded oil and gas company of a $140 million dollar-denominated production payment and perpetual overriding royalty burdening offshore oil and gas assets
- Represented Citibank, as administrative agent and arranger, in $2.45 billion of debt financing for an $11 billion transaction involving CenterPoint Energy, Inc., ArcLight Capital Partners and OGE Energy Corp.
- Represented Citigroup, as lead arranger and administrative agent, in a $225 million term loan acquisition financing to a joint venture between Boardwalk Pipeline Partners and its general partner Loews Corporation, in connection with the acquisition of PL Midstream LLC from PetroLogistics
- Represented mezzanine lenders in the financing of oil and gas exploration activities, including a $150 million mezzanine financing covering certain properties located in the Marcellus Shale and Montana
- Represented a global private equity firm in a unique financing arrangement for Freepoint Commodities to allow Freepoint to purchase a volumetric production payment from Elm Ridge Exploration Co LLC
- Represented numerous independent oil and gas companies in connection with senior secured borrowing base revolving credit facilities
Trading, Project Development and Operational Matters
- Represented Sage Midstream, LLC in its development efforts for a propane and butane export terminal in Washington State
- Represented an independent oil and gas company with assets located in the Barnett Shale "Combo Play" in connection with acquisitions, development and operational matters, monetization efforts, upstream and midstream joint ventures and a corporate reorganization
- Represented an independent company with gas storage and oil and gas assets located in Texas in connection with its day-to-day operations, its implementation of a first lien credit facility, and the development, implementation and coordination of comprehensive land program, including title curative matters
- Represented independent power developers in development of power generation facilities located in Texas, including joint ventures with strategic participants and private equity investors
- Represented an international energy company in connection with its purchase of an early stage power development project in Texas and related development matters, including select environmental, public relations and regulatory issues
- Represented utilities and energy companies in connection with long-term power purchase agreements with respect to coal, petcoke, gas-fired and biomass power generation facilities
- Represented a wind power developer in connection with its implementation and administration of a comprehensive power-hedging program for a portfolio of its generation assets
- Represented multiple financial institutions in developing and negotiating both financial and physical commodity trading contracts
Selected Professional and Business Activities
Michael is a member of the Houston Bar Association and the Houston Young Lawyers Association. In 2015, Michael was elected as a fellow of the Texas Bar Foundation
Selected Publications and Lectures
- “Energy Private Equity: Navigating Energy Transition Investments”, Texas Energy Forum 2023, August 2023
- Panelist, “Capital Markets and PE Energy Trends”, Telluride Executive Series sponsored by Daniel Energy Partners, June 2023
- Panelist, “The Role of Private Equity in Energy Transition”, Institute for Energy Law’s Annual Energy Law Conference, Feburary 2023
- Panelist, “M&A and Capital Markets Outlook”, Telluride Executive Series sponsored by Daniel Energy Partners, June 2022
- Moderator, “Infrastructure in the Permian Basin”, 2022 EIC Investor Conference, May 2022
- Panelist, “Energy Transition Capital Raising”, Pickering Energy Partners Energy Transition Symposium, December 2021
- “Contemporary Issues Facing the Modern O&G Startup,” Society of Petroleum Engineers GCS: Financing A Team & A Dream, December 2019
- “Navigating the Relationship Between Private Equity Sponsors and Management Teams,” Society of Petroleum Engineers Symposium: Starting an E&P Company, November 2018
- “Lessons from the Downturn: Oil and Gas Debt and Equity Finance,” Texas Journal of Oil, Gas and Energy Law Symposium, February 2017
- “Oil & Gas Purchase Agreements,” Rocky Mountain Mineral Law Foundation symposium, May 2016
- “Typical and Atypical Purchase Price Adjustments,” delivered in connection with the Rocky Mountain Mineral Law Foundation Oil & Gas Agreements course, May 2016
- “Upstream Private Equity Joint Ventures,” Texas Journal of Oil, Gas, and Energy Law Symposium, January 2016
- Panelist, "Recent M&A Trends," 2014 Oil Council North America Assembly, October 2014
- "If You Bought it, Will They Come?", an article on Upstream Oil & Gas Joint Ventures, Hart E&P, November 2013
- "Private Equity Investment in O&G Infrastructure," API Federal Tax Forum, May 2012
- "Private Equity Investment in Oil and Gas," 1st Midstream Oil & Gas Law Conference, December 2012
- "Private Equity Investment in Midstream Shale Play Infrastructure" (co-author of article delivered at 1st Midstream Oil & Gas Law Conference), December 2012
Recognition, Honors & Awards
- Chambers USA, Nationwide Energy: Oil & Gas (Transactional), 2017-2023
- Chambers USA, Texas, Corporate/M&A, 2017-2023
- Chambers USA, Texas, Private Equity, 2022-2023
- The Legal 500 United States, Energy Transactions, 2016-2023, Mergers & Acquisitions (M&A) Large Deals, 2016-2018, Private Equity Funds, 2018, 2023, Private Equity Buyouts, 2017, 2023
- Lawdragon, 500 Leading U.S. Energy Lawyers, 2023-2024
- Energy & Industrials Dealmaker of the Year at The Deal's Middle Market Awards in 2020
- Who’s Who Legal, Energy, 2018-2023
- Texas Super Lawyers, 2014-2023
- Rising Star, Law360, 2013-2015
- Legal Leader on the Rise, Texas Lawyer, 2013
*Includes representations prior to Michael's association with Gibson, Dunn & Crutcher.
Capabilities
Credentials
Education:
- Georgetown University - 2008 Juris Doctor
- Princeton University - 2001 Bachelor of Arts
Admissions:
- Texas Bar