John Goodgame

John Goodgame helps U.S. energy clients in strategic and capital-raising transactions. He advises public and private companies and private equity funds in initial public offerings (IPO) and other public and private equity and debt offerings.

Additionally, John counsels clients in strategic transactions and provides advice to boards of directors, board committees, and controlling stockholders regarding corporate governance and Securities and Exchange Commission compliance.

John has particularly deep experience in the rapidly changing MLP industry, advising on the formation, financing, governance, transactions and restructuring of these entities.

Experience:

• Works with public companies and their boards of directors regarding strategic transactions and corporate governance.
• Advises energy clients in capital-raising transactions, in particular, those related to master limited partnerships (MLP).
• Co-leader of the firm’s securities practice.

Representative Work:

• Provided counsel to Louisiana-based Stone Energy Corporation (Stone) in its merger with Talos Energy, an independent oil and gas company focused on offshore exploration. Guided Stone and its board through the process of negotiating with multiple bidders and structuring a novel and complex transaction. The deal involved a holding company merger, a conversion of debt to equity, the issuance of new debt securities in exchange for multiple existing categories of debt and a new capital and governance structure.
• Has represented MLPs and other energy companies in capital markets transactions including more than $14 billion in cumulative senior and senior subordinated notes offerings; more than $11 billion in cumulative common equity offerings, including MLP and corporate IPOs; and more than $2 billion in tender offers for publicly traded securities.
• In one of the first stand-alone IDR deals, counseled the conflicts committee of Holly Energy Partners (Holly Energy), an MLP, in a capital restructuring that reduced the cost of capital for future midstream expansions. Prior to the transaction, Holly Energy was obligated to pay significant quarterly amounts to its sponsor in its IDRs. Advised the conflicts committee on the negotiation and execution of the transaction, in which the MLP agreed to restructure its IDRs and general partner interest for approximately $1.4 billion.
• Represented Houston-based EOG Resources, Inc. (EOG) in its acquisition of the Yates Companies, which held significant resources in the Permian Basin—the most desirable oil and gas production area in the United States—for $2.4 billion. The transaction was EOG’s first strategic merger transaction, and it succeeded in adding a significant number of premium locations to its drilling inventory.

Speeches:

• Panelist, “Bottoms Up: Doing Opportunistic Deals in Today’s Energy Sector,” UT Law 2015 Mergers and Acquisitions Institute, October 2015.
• Panelist, “Midstream Contracts and MLP Relationships,” Credit Suisse Restructuring Mini-Conference, January 2016.
• Panelist, “From Peak to Trough: Structuring Energy Deals on the Way Down,” UT Law 2016 Mergers and Acquisitions Institute, October 2016.
• Panelist, “Nuts and Bolts of Structuring and Executing Oil & Gas Deals in Today’s Market,” UT Law 2017 Mergers and Acquisitions Institute, October 2017.

Recognition:

• IFLR1000 United States, Notable Practitioner in Capital Markets: Debt and Capital Markets: Equity, 2019.
• Legal 500 United States, Corporate and Commercial: M&A Middle-Market, 2018.
• Chambers USA, leading practitioner in Capital Markets: Debt and Equity, 2013 to 2018.
• Law360, Energy MVP, 2018.

Education:

• J.D., University of Houston Law Center,cum laude, 1997
• B.S., University of Florida, 1993

Bar Admissions:

• Texas