Andy has extensive experience advising private equity groups and infrastructure funds in the context of change of control transactions, structured equity investments and portfolio company management. He also provides clients general corporate counseling.

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• Represented a private equity group in connection with its leveraged buyout of a family of companies involved in the building materials and packaging verticals*
• Counseled a private equity group in its leveraged acquisition of a distressed automotive concern*
• Advised the infrastructure-focused group of a global private equity fund in connection with a distributed energy-focused joint venture vehicle with a European technology concern*
• Counseled a private equity group in connection with its $220 million acquisition of a Brazilian telecom company*
• Represented a financial sponsor in its acquisition by cash merger of a technology services business backed by a consortium of venture capital funds*
• Assisted in the divestiture of a 49 percent equity interest in a midstream subsidiary by a publicly traded midstream enterprise to an infrastructure fund for aggregate cash consideration of approximately $350 million*
• Advised in the merger of two master limited partnerships resulting in a midstream energy business with an enterprise value of approximately $7 billion*
• Counseled a financial sponsor in its approximately $2.5 billion leveraged recapitalization of a hydraulic fracturing company*
• Served as counsel in the sale of a 50 percent equity interest in an oil terminalling company for cash and equity consideration in an aggregate amount in excess of $1 billion*
• Counseled a financial sponsor in a $470 million, preferred equity-financed management buyout of a portfolio company*
• Represented a master limited partnership (MLP) in its $1.5 billion acquisition by cash merger of a midstream enterprise*
• Assisted with the $837 million acquisition of a midstream logistics business by an MLP for cash and equity consideration*
• Advised in the sale of an exploration and production company for $4.2 billion*
• Represented a private equity group in its $1.7 billion acquisition by a cash merger of a publicly traded consumer products company*
• Advised in a $410 million divisional carve-out sale of a consumer products company*
• Assisted in a series of sales of solar enterprises to financial sponsors and overseas investors*
• Provided advice in a $635 million sale of a minority equity interest in a refining joint venture*
• Assisted with the $124 million acquisition of an industrial components manufacturer by a holding company formed and controlled by a consortium of private investors*
• Advised a financial sponsor in its minority equity recapitalization of an electronics concern*
• Represented a special committee of the board of directors of a publicly traded corporation in its negotiation of an approximately $360 million induced conversion of shares of convertible preferred stock held by two financial sponsors*

*Matter handled prior to joining McDermott.

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• Representing a company acting as a third party before the European Commission in the context of two ongoing antitrust investigations in the payment system market (dominance cases)
• Advising several private equity funds and corporate clients on multi-jurisdictional merger control analysis, including French, EC, and/or other national filings
• Representing companies before the French courts in the context of abusive termination of relationships
• Representing a company during investigations led by the DGCCRF regarding French consumer protection law

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Greg advises clients on all aspects of value-based contracting, from internal structuring to crafting risk-based arrangements and ensuring ongoing compliance. With a deep understanding of state and federal regulations—including insurance laws, state risk-bearing entity regulations and physician incentive plan regulations—Greg is well-positioned to guide clients through the arrangement process from beginning to end. He has particular knowledge of the New York and New Jersey markets, with substantial experience in the formation, operation, and ongoing compliance of New York IPAs and New Jersey Organized Delivery Systems.

In addition to his legal experience, Greg holds an MS in Bioethics, which gives him a unique perspective on the impact of health policy on his clients and the individuals they serve.

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• Successfully assisted a health system in a dispute and arbitration with a payor regarding the calculation of shared savings payments.
• Advised national healthcare provider in establishing vehicles for assumption of financial risk in New York and New Jersey.

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For over 25 years, Dave has successfully advocated for clients in complex, high-stakes cases before federal and state courts across the country, as well as domestic and international arbitration panels, including the International Chamber of Commerce, the International Centre for Dispute Resolution and the American Arbitration Association. He is also currently the co-chair of the New York City Region of the Society of Construction Law, North America.

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• Represented an independent power producer in an AAA arbitration involving more than $500 million in delay, inefficiency, and defect claims arising from the design and construction of a $2 billion super-critical, coal-fired power plant. Managed root cause analysis of defects conducted by experts before arbitration*
• Advised owner of multiple, multi-billion-dollar floating oil and gas processing plants on claims asserted by EPC contractors. Represented owner in a $600 million ICC arbitration over claims related to one of the plants*
• Represented the owner of a wind farm in state court litigation against the supplier of wind turbines over claims of design defects and gross negligence
• Successful representation of a nuclear reactor designer and equipment supplier in an ICC arbitration, securing $158 million award against an Asian national power company arising out of the construction of a $10 billion nuclear power plant*
• Represented a public owner of a $1 billion light rail transit project in months of trial against a design-build consortium involving more than $300 million in claims for disputed extra work, delays and defects*
• Prosecution of bad faith and willful misconduct claims against an EPC contractor on behalf of a power generation and development company over the design and construction of a natural-gas-fired, combined cycle power plant*
• Represented the owner of a natural gas pipeline in an ICC arbitration against an EPC contractor over claims of delay
• Advised owner of what will become the largest solar project in the United States on issues related to schedule delay
• Represented the asset management owner of a $1 billion natural gas fired, combined cycle power plant in an ICDR arbitration over claims of wrongful termination and schedule delay*
• Prosecuted design defect claims in state court on behalf of a Fortune 100 company against the architect of its iconic headquarters building in New York City*
• Represented one of the world’s largest heavy equipment suppliers in an ICC arbitration against a major construction and engineering company concerning a project to interconnect the power grids of six Central American countries*
• Represented a major global contractor and power equipment supplier in an ICC hearing over the design and construction of a power plant in the Caribbean*
• Represented a manufacturer of specialized membrane products in a state court action defending against claims of fraud and design defects related to a water treatment facility*
• Represented developer on disputes arising from renewable projects, including high-capacity battery storage facilities*

*Matter handled prior to joining the firm

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Public company M&A, securities, and capital markets

• Represented Red Hat in its $34 billion acquisition by IBM*
• Represented DowDuPont in the separation of its agriculture division into Corteva, an independent, publicly traded company with approximately $14 billion in annual net sales at the time of separation*
• Represented Cemex in multiple senior notes offerings, with a total aggregate value exceeding $6 billion dollars*
• Represented the underwriters in multiple cross-border issuances of debt and hybrid securities by Brookfield Asset Management, with a total aggregate value exceeding $3 billion*
• Represented Becton Dickinson in concurrent issuances of common stock and depositary shares totaling $3 billion*
• Represented Alcon in a $2 billion issuance of senior secured notes*
• Represented the underwriters in OpenText Corporation’s $1.8 billion issuance of senior unsecured notes*
• Represented the placement agents in CBRE Acquisition Holdings’ $400 million SPAC initial public offering*

*Matter handled prior to joining McDermott Will & Schulte.

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Ming also routinely advises Chinese companies with respect to their investments, corporate governance, disputes resolution and regulatory compliance matters in the US.

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• Represented Stakeholder Midstream, a portfolio company of EnCap Flatrock Midstream, in its acquisition of certain midstream gas gathering and processing assets in Yoakum County, Texas from Santa Fe Midstream*
• Represented Harvest Midstream Company, an affiliate of Hilcorp Energy, in its $200+ million acquisition of certain crude pipelines and related assets from a public interstate pipeline company*
• Represented a private company in its acquisition of a natural gas and liquids gathering and transportation business in North Texas through the acquisition of the equity interests of the seller’s subsidiaries holding these assets*
• Represented a private E&P company in the acquisition of South Louisiana crude oil gathering and transportation pipeline system from publicly held energy company*
• Represented QEP Resources in the conveyance of a gas gathering system and oil terminal in the Permian Basin to its midstream affiliates and the drafting and negotiation of the related gas gathering agreement and oil terminal services agreement*
• Represented a public company in negotiating a long term ethane supply and sale agreement for certain petrochemical facilities*
• Represented a public company in negotiating a long term produced water gathering and disposal services agreement*
• Represented a private company in negotiating a long term natural gas liquids raw product sale agreement, and associated natural gas marketing services agreement and wellhead nomination and scheduling agreement*

Marine Terminal and Logistics Business

• Represented Royal Vopak and BlackRock’s Global Energy & Power Infrastructure Fund in the formation of a joint venture, Vopak Industrial Infrastructure Americas, LLC, and then in VIIA’s subsequent purchase of three of The Dow Chemical Company’s chemical storage terminals located at Plaquemine and St. Charles, Louisiana and Freeport, Texas for $620+ million, as well as its long-term services agreements with Dow for terminalling, storage and infrastructure services that were entered into at closing*
• Represented a private marine terminal owner and operator of its terminalling and storage facilities in connection with its marine terminal services agreements and throughput agreements with various customers at the terminal, and related day-to-day transactional and corporate matters*
• Represented Arrowhead Gulf Coast, an affiliate of Hilcorp Energy, in developing its terminal services agreement and related ancillary agreements in connection with its crude terminal facilities located near Cocodrie, Terrebonne Parish, Louisiana*
• Represented the Conflicts Committee of the Board of Directors of Tesoro Logistics GP, LLC in connection with the acquisition by Tesoro Logistics LP from Tesoro Refining & Marketing Company LLC and its affiliates of certain storage facilities and a marine terminal facility located at Martinez, California*
• Represented the Conflicts Committee of the General Partner of Andeavor Logistics LP in connection with its acquisition from certain of its affiliates of certain storage facilities, a rail terminal facility and related pipeline and ancillary assets located at Anacortes, Washington*
• Represented the Conflicts Committee of the General Partner of Enviva Partners, LP in its acquisition from a joint venture between Enviva Partners, LP’s sponsor and affiliates of John Hancock Life Insurance of Enviva Port of Wilmington, LLC, which owns a fully operational deep-water marine terminal and logistics business in Wilmington, North Carolina*
• Represented a private midstream company in negotiating a terminal services agreement with an E&P company in connection with the receipt, short term storage, terminalling, and barge loading services for crude oil at its marine terminal located at Plaquemines, Louisiana*

Oil and Gas Upstream Assets

• Represented Hilcorp Energy in its $2.7+ billion acquisition of oil and gas properties in the San Juan Basin in New Mexico from ConocoPhillips*
• Represented GSO Capital Partners, as a financial partner with Sanchez Energy, in the structuring of their joint venture in connection with the purchase by Sanchez and Blackstone of oil and gas properties in the Eagle Ford Shale from Anadarko for $2.3+ billion*
• Represented FourPoint Energy in its $200+ million acquisition of Anadarko Basin oil and gas properties from a private E&P company*
• Represented FourPoint Energy in its $385+ million acquisition of Andarko Basin oil and gas properties from Chesapeake*
• Represented Tokyo Gas America in its 30% strategic equity investment into Castleton Resources LLC, a subsidiary of Castleton Commodities International LLC which owns upstream and midstream assets in East Texas and Louisiana*
• Represented Tokyo Gas America in its acquisition of a 25% stake in certain Eagle Ford shale gas formation from VirTex*
• Represented LOGOS Resources, a portfolio company of ArcLight, in its acquisition of legacy gas properties and undeveloped Mancos acreage located in the San Juan Basin from WPX Energy, which included approximately 900 producing wells and over 200 potential horizontal gas drilling locations across approximately 134,000 net acres*
• Represented LongPoint Minerals, an affiliate of FourPoint Energy, in drafting and developing a set of form purchase agreements for mineral interests acquisitions*
• Represented a large independent company in an asset exchange transaction with respect to certain acreage in New Mexico and Texas with a major public oil and gas company*
• Represented a large independent oil and gas company in its sale of oil and gas properties in West Oklahoma in consideration of a combination of $60 million and certain acreage*
• Represented a PE backed private E&P company in its $130+ million acquisition of an overriding royalty interest in West Texas acreage*
• Represented a large independent oil and gas company in its $100+ million sale of Eagle Ford Shale oil and gas properties*
• Represented Evolve Transition Infrastructure LP in its sale of wellbores and other associated assets located in Gonzales, DeWitt, Dimmit and Zavala Counties in South Texas*

Capital Markets and Private Equity Investments

• Represented the Special Committee of the Board of Directors of Pure Acquisition Corp., a special purpose acquisition company, in connection with its initial business combination pursuant to which Pure effected a merger resulting in a newly formed and publicly traded company, HighPeak Energy, Inc. (Nasdaq: HPK), with an estimated enterprise value of $845 million*
• Represented a private company in both its equity and debt financing of $285+ million with HPS Investment Partners in connection with its exploration and development activities in the Midland Basin*
• Represented FourPoint Energy in a $500+ million equity capital raise from Quantum Energy Partners and other then-existing equity holders in connection with its acquisition of certain strategic upstream and midstream assets in the Anadarko Basin*
• Represented the underwriters in a $90+ million equity offering by Northern Oil and Gas, Inc. in connection with oil and gas related matters in the offering*
• Represented Citi etc. as the underwriters in the initial public offering of Jagged Peak Energy, in connection with oil and gas related matters in the offering*

Electrical Power Infrastructure

• Represented RES America in its disposition of a wind energy generation project located in McCulloch County, Texas through the sale of 100% membership interests of the project company*
• Represented Duke Energy in its sale of a minority interest in its commercial renewable energy portfolio totaled 1.2 gigawatts of wind, solar and battery storage asset, to John Hancock for $400+ million*
• Represented a private company in its acquisition of a wind powered electric generating project located in Oklahoma*
• Represented a private company in its acquisition of a clean coal gasification plant and related assets located in Indiana*
• Represented a major global energy company in an extensive internal review and summary of all project documents and commercial agreements relating to the company’s entire wind energy project portfolio in the United States, including wind energy projects in Idaho, Indiana, Kansas, Pennsylvania, South Dakota and Texas*
• Represented a private company in the formation of a joint venture in developing and operating gas turbine power plants in South and East Texas*

Oilfield Services and Other Services

• Represented ProPetro Holding Corp. in connection with its $400 million acquisition of the pressure pumping assets of Pioneer Resources*
• Represented Entrec as its U.S. counsel in its disposition of certain oil field services assets, in connection with its bankruptcy in Canada and related Chapter 15 bankruptcy in the US*
• Represented a court-appointed receiver in its disposition of certain oil field services equipment of a private company in connection with the receivership proceedings*
• Represented a private E&P company in negotiating master services agreements with various service providers*

*Matter handled prior to joining McDermott.

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