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Private Equity and Venture Capital

Our attorneys have extensive experience with private equity and venture capital funds. We are proud to be recognized among the top firms in Texas for Corporate/M&A in Chambers USA 2020, which notes that the Firm “possesses extensive experience in fund formation matters.”

Overview

Thompson & Knight attorneys have extensive experience with private equity and venture capital funds, particularly in the upstream and midstream sectors of the oil and gas industry. Representing both fund recipients and investors, our attorneys have been involved in transactions totaling tens of billions of dollars in capital commitments.

Thompson & Knight is “frequently sought by private equity funds” and “possesses extensive experience in fund formation matters.” – Chambers USA 2020

The Firm’s funds practice encompasses all phases of private equity and venture capital, including:

  • Fund formation;
  • Fund investment transactions;
  • Fund and fund portfolio company M&A and “exit” transactions; and
  • Fund sponsor formation and ongoing regulatory, employee, and operational matters.

In addition, Thompson & Knight has represented a significant number of companies, both mature and start-ups, seeking to partner or joint venture with private equity and venture capital funds or other private investors. We also counsel institutional and other investors seeking to invest in private equity and venture capital funds as well as in other private investment vehicles.

Thompson & Knight’s team consists of a number of attorneys across a wide array of practice groups and specialty areas, including corporate and securities, tax, capital markets, finance, oil and gas, energy, ERISA, employment and labor, environmental, and wealth management.

Experience

Fund Formation Matters:

  • Represented EnCap Investments LP in connection with the formation of its 11th institutional private equity fund, EnCap Energy Capital Fund XI, LP, with total commitments of $7 billion
  • Represented the General Partner of Tailwater Energy Fund IV in the formation of Tailwater’s fourth flagship midstream fund and Tailwater Energy Fund IV-B LP, a feeder fund into Fund IV, with total commitments of $1.1 billion
  • Represented EnCap Flatrock Midstream in the formation of EnCap Flatrock Midstream Fund IV, L.P., with $3.25 billion in total commitments
  • Represented Scout Energy Partners in the formation of Scout Energy Partners IV-A, LP and Scout Energy Partners IV-B, LP, with total commitments of $500 million
  • Represented a Houston-based private equity firm focused on the energy industry in the formation of its third fund, with $500 million in total commitments
  • Represented PetroCap in the formation of PetroCap Partners II, L.P., with $350 million in total commitments
  • Represented a Houston-based private equity firm focused on the energy industry in the formation of its second fund, with $300 million in total commitments
  • Represented a Dallas-based registered investment advisor and its affiliates in the formation of dual working interest/NPI funds, with approximately $232.5 million in commitments
  • Represented Foundation Energy Management in the formation of Foundation Energy Fund V, with $127 million in total commitments
  • Represented a Texas-based a private equity company specializing in direct investments in oil and gas assets in the formation of its third fund, with more than $100 million in commitments

Fund Investment Transactions

  • Represented Double Eagle Energy Holdings III LLC in its raising of more than $1 billion in equity commitments from multiple investors that were anchored by a contribution from funds managed by Apollo Global Management LLC
  • Represented an Arizona-based private equity firm in the formation and $490 million capitalization of a fund focused on making oil and gas investments in the continental United States and utilizing the Opportunity Zone provisions to defer capital gains as to a portion of the investments
  • Represented a Dallas-based fund in the formation and $359 million capitalization of new portfolio company that will focus on exploration and production activities in Colorado
  • Represented Meritage Midstream Services III LP in its $300 million commitment from funds managed by Riverstone Holdings LLC to pursue midstream opportunities in Western Canada’s emerging resource plays
  • Represented a Colorado-based fund in its partnership with a leading independent oil and gas investment manager to form a privately held upstream oil and gas company with $240 million in committed capital to invest in the acquisition and development of upstream assets in the Permian Basin
  • Represented Pearl Energy Investments in its $175 million investment in Colgate Energy Partners II, LLC, a Midland, Texas-based exploration and production company focused on the Permian Basin
  • Represented Tailwater Capital in the formation and $150 million capitalization of Oklahoma City-based Valiant Midstream LLC
  • Represented NGP Natural Resources XI, L.P. in its $150 million equity commitment to an oil and gas E&P company with a focus on Mid-Continent resource plays
  • Representation of the private equity sponsors in their investment in Cavalcade Midstream, with aggregate capital commitments totaling $150 million
  • Represented a Midland-based company that will focus on the development of upstream oil and gas assets in the Delaware Basin in its $127 million initial capitalization from a Houston-based energy private equity firm

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