Michael K. Pierce

Michael K. Pierce

  • 713.217.2837
    832.397.8049
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Partner

  • Thompson & Knight LLP
    811 Main Street
    Suite 2500
    Houston, TX 77002-6129 USA
    713.217.2837
    832.397.8049
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Michael Pierce's practice includes the representation of private equity funds, financial institutions, private and public companies, and other capital providers in investment and M&A transactions, particularly in the natural resources area.

Michael has significant experience in private equity fund formation as well as in representing private equity funds or management teams in connection with portfolio company investments, exits, and restructurings; in structuring and organizing co-investment vehicles; and in structuring and documenting management, ownership, and equity incentive arrangements at the fund sponsor level.

Experience

  • Representation of sponsors in connection with the formation of various private equity funds in the natural resources area, including funds with commitments from institutional taxable, tax-exempt, ERISA, foreign, and sovereign wealth fund investors as follows:

    • $6.5 billion
    • $5.0 billion
    • $3.5 billion
    • $3.0 billion
    • $2.5 billion
    • $1.75 billion
    • $1.5 billion
    • $1.3 billion
    • $825 million
    • $625 million
    • $417 million
    • $410 million
  • Representation of fund sponsor in connection with sale of minority interest to a unit of a large private asset manager (terms confidential)

  • Numerous M&A transactions, including the representation of sellers in the "exit" transactions referenced below:

    • sale of upstream and midstream oil and gas assets for an aggregate purchase price of $2.6 billion
    • sale of oil and gas assets in a series of transactions to three purchasers, including two NYSE-listed corporations, for an aggregate purchase price of $1.0 billion in cash and shares of publicly-traded common stock
    • sale of membership interests in private oil and gas exploration company to NYSE-listed corporation for $750 million cash
    • sale of oil and gas assets to a NYSE-listed corporation for approximately $410 million cash
    • sale of oil and gas assets to a NYSE-listed corporation for approximately $400 million cash
    • sale of stock to NYSE corporation for $315 million cash and assumption of debt of approximately $50 million
    • sale of oil and gas assets to a NYSE-listed corporation for approximately $249.5 million cash
    • sale of producing oil and gas properties to NYSE corporation for $120 million cash and $70 million in shares of common stock
    • sale of partnership interests in a limited partnership holding Haynesville Shale assets to a NYSE-listed corporation for approximately $185 million in cash and shares of publicly-traded common stock
    • sale of oil and gas properties to a NASDAQ-listed MLP for approximately $160 million cash
    • sale of oil and gas assets and related facilities to a division of a NYSE-listed corporation for approximately $140 million cash
    • sale of membership interests in a limited liability company holding Permian Basin oil and gas assets to a subsidiary of a NYSE-listed corporation for approximately $116.5 million cash
    • sale of equity interests to a U.S. subsidiary of a publicly traded Canadian energy trust for approximately $77.6 million consisting of cash plus assumed debt and other obligations
    • sale of a limited liability company owning a fractional interest in a gas plant to a division of a NYSE-listed corporation for approximately $68.5 million cash
  • Representation of private equity funds and other institutional investors in connection with numerous private equity investments, including three with aggregate capital commitments of $500 million, $300 million, and $200 million, respectively

  • Represented seller in sale of its interest in limited partnership for $91.1 million cash

  • Represented seller in sale of its interest in a limited partnership for $82.1 million cash

  • Representation of investors in connection with the purchase of up to $175 million in LLC interests in a limited liability company formed to engage in U.S. exploration and production activities

  • Representation of certain institutional investors in connection with the purchase of up to $185 million in LLC interests in a limited liability company formed to engage in U.S. exploration and production activities

  • Representation of seller in connection with the sale of limited partnership and LLC interests for $143 million cash

  • Representation of institutional investor in connection with purchase of approximately $142 million in limited partnership interests to facilitate the monetization of certain oil and gas reserves owned by the general partner

  • Representation of private equity fund in connection with the purchase for $41.5 million of preferred units and common units in a limited liability company to facilitate the acquisition of a majority interest in a publicly traded exploration and production company

  • Representation of seller in connection with the sale of stock in privately held exploration and production company to a NYSE corporation for $84.375 million plus assumed debt

  • Representation of seller in connection with the sale of partnership interests in privately held exploration and production company to an affiliate of a NYSE corporation for $110 million cash

  • Representation of privately held oil and gas exploration and production company in connection with a monetization of producing reserves through a sale of net profits overriding royalty interest to an institutional investor for approximately $102 million cash

  • Representation of buyers in connection with the purchase of a major private equity firm and the restructuring of the firm's interest in existing funds

  • Representation of private equity fund in connection with an equity investment of $38,250,000 to facilitate the acquisition of a publicly traded exploration and production company for approximately $83 million cash

  • Representation of venture capital fund in connection with the purchase of $60 million in preferred units and warrants to purchase common units in a limited liability company for the purpose of financing the acquisition of a pipeline and related facilities from a major oil company

  • Representation of principal shareholders in connection with the sale of stock in privately held corporation for approximately $30,395,000 cash and $62,260,000 in shares of common stock of publicly traded corporation

  • Representation of issuer in connection with the placement and sale of $251.5 million senior notes and $10 million equity to effect purchase of net profits interest in producing oil and gas properties

  • Representation of seller in connection with the monetization of certain Section 29-qualified natural gas properties for $128,745,280

  • Representation of private equity and other institutional investors in connection with purchase of $50 million in shares of senior convertible preferred stock and common stock of public company

  • Representation of principal equity owners in sale of limited liability company for approximately $52 million in cash and shares of common stock in NYSE corporation

Distinctions/Honors

  • Chambers USA by Chambers & Partners (Corporate/M&A); 2014-2017

  • The Best Lawyers in America® by Woodward/White Inc. (Corporate Law, Natural Resources Law, Securities/Capital Markets Law); 2003-2018

  • Texas Super Lawyers® by Thomson Reuters (Securities & Corporate Finance, Mergers & Acquisitions); 2003-2015; 2017

  • Best Lawyers in Houston, H Texas Magazine; 2004, 2005

  • “Recommended Attorney,” The Legal 500 US by Legalease (M&A/Corporate and Commercial: M&A – Middle-Market (Sub-$500m)); 2015-2017

Activities (Memberships/Affiliations)

  • Member, American Bar Association; Corporate Law Section

  • Member, State Bar of Texas; Business Law Section; Partnership Law Committee, 1985-present, Vice Chairman, 1994-1995, Chairman, 1995-2002; Limited Liability Company Committee, 1993-present; Ad Hoc Codification Committee, 1995-present

  • Member, Houston Bar Association; Corporate Counsel Section

  • Member, American College of Investment Counsel