J. Robert Fowler, P.C.

Since joining Golden Flag, Rob has been involved in the following matters:

• Marathon Oil Corporation (NYSE: MRO) in its $22.5 billion all-stock sale to ConocoPhillips (NYSE: COP).
• Global Infrastructure Partners in its $12.5 billion acquisition by BlackRock, Inc. (NYSE: BLK), creating a leading infrastructure private markets investment platform with over $150 billion in AUM.
• Southwestern Energy Co. (NYSE: SWN) in its merger with Chesapeake Energy Corp. (NASDAQ: CHK) to create $24 billion combined company.
• Callon Petroleum Company (NYSE: CPE) in its $4.5 billion all-stock sale to APA Corporation (NASDAQ: APA).
• Permian Resources Corporation (NYSE: PR) in its $4.5 billion all-stock acquisition of Earthstone Energy, Inc. (NYSE: ESTE).
• Energy Transfer LP (NYSE: ET) in its $7.1 billion acquisition of Crestwood Equity Partners LP (NYSE: CEQP).
• Eli Lilly in its $2.4 billion acquisition of DICE Therapeutics, its acquisition of Versanis Bio for up to $1.925 billion, its acquisition of Protomer Technologies for a transaction value of over $1.0 billion and its $610 million acquisition of Akouos.
• ONEOK, Inc. (NYSE: OKE) in its $18.8 billion acquisition of Magellan Midstream Partners, L.P. (NYSE: MMP).
• Ranger Oil Corporation (NASDAQ: ROCC) in its $2.5 billion acquisition by Baytex Energy Corp. (TSX, NYSE: BTE).
• Colgate Energy Partners III LLC in its $3.9 billion merger of equals with Centennial Resource Development Inc. (NASDAQ: CDEV) to create the largest pure-play E&P in the Delaware Basin.
• The Special Committee of the Board of Directors of Safehold Inc. in connection with Safehold’s $6.4 billion strategic merger with its controlling shareholder iStar Inc. and related spinoff of iStar assets into a new publicly traded company.
• Consortium and KKR in the $15 billion all-cash acquisition of CyrusOne Inc. (NASDAQ: CONE).
• KKR in the $1.9 billion acquisition of the Thermal business of Clearway Energy, Inc. (NYSE: CWEN, CWEN.A).
• Alta Resources in the $2.925 billion sale of its upstream and midstream subsidiaries for cash and public stock consideration to EQT Corp.
• KKR in its acquisition of CoolIT Systems, a provider of scalable liquid cooling solutions.
• Ontario Teachers’ Pension Plan Board (OTPP) in its $250 million majority stake investment in Sevana Bioenergy, a developer of large-scale renewable natural gas projects.
• TPG Rise Climate, a global impact investing platform managed by TPG Global, on its 1/3 equity investment in Monarch Bioenergy, a joint venture between Roeslein Alternative Energy and Smithfield Foods that is a leader in capturing agricultural methane emissions and converting them into carbon-negative renewable natural gas.
• Dave & Buster's Entertainment, Inc. (NASDAQ:PLAY) in its $835 million acquisition of Main Event.
• Whiting Petroleum Corp. (NYSE: WLL) in its $6 billion merger of equals with Oasis Petroleum Inc. (NASDAQ: OAS).
• RedTeam Software, LLC, a construction management software provider, on its acquisition of PASKR Inc., a cloud-based construction management solution.
• Resource Environmental Solutions LLC (RES), the largest ecological restoration company in the U.S., and KKR in connection to investments into RES by affiliates of Onex Partners and KKR.
• Navitas Midstream Partners Holdings LLC, a portfolio company of Warburg Pincus LLC, in its $3.25 billion sale of its Midland Basin natural gas gathering, treating and processing business to Enterprise Products Partners LP (NYSE: EPD).
• Wind Point Partners in a strategic minority investment in its business by Goldman Sachs’ Petershill Partners.
• Magnetar Capital’s Energy & Infrastructure group in a $100 million preferred equity investment round in PosiGen, a renewable energy solutions provider.
• ORIX Capital Partners and its portfolio company Specialty Welding and Turnarounds, LLC (SWAT), a petrochemical and oil and gas refinery turnaround services company, in its acquisition of Midwest Cooling Tower Services (Midwest).
• Tailwater Capital, together with its portfolio company, Producers Midstream II, in the acquisition of Midcoast Energy’s Anadarko gathering and processing (G&P) system and a 35% interest in the Texas Express Gathering (TEG) system.
• ORIX Capital Partners in its acquisition of Odin Construction Solutions, a leading provider of environmental remediation and geotechnical construction services.
• Noble Corporation (NYSE: NE) in its $3.4 billion all-stock merger of equals with Maersk Drilling (CSE: DRLCO).
• Trilantic North America in the initial public offering of Aris Water Solutions, Inc.
• GPI Capital in its $175 million growth equity investment in Hopper Inc., a leading travel fintech company.
• Vine Energy Inc. (NYSE: VEI) in its $2.2 billion acquisition by Chesapeake Energy Corporation (NASDAQ: CHK).
• Arcosa, Inc. (NYSE: ACA) in its acquisition of Southwest Rock Products and affiliated entities for $150 million.
• HealthCor Catalio Acquisition Corp. (Nasdaq: HCAQ), a special purpose acquisition company, in its $580 million combination with Hyperfine, Inc., creator of the first U.S. Food and Drug Administration cleared portable magnetic resonance imaging device, Swoop™, and Liminal Sciences, Inc., a medical device development company dedicated to non-invasive measurement of key vital signs in the brain.
• Ivanhoe Capital Acquisition Corp., a special purpose acquisition company, in its $3.6 billion combination with SES Holdings Pte. Ltd., a developer and manufacturer of high-performance Hybrid Lithium-Metal (Li-Metal) rechargeable batteries for electric vehicles.
• KKR in its $4.475 billion acquisition of the Atlantic Aviation business of Macquarie Infrastructure Corp.
• Noble Corporation in its acquisition of Pacific Drilling Co. LLC in an all-stock transaction.
• loanDepot, Inc., the second largest retail non-bank lender in the United States and leading retail mortgage lender, in its initial public offering.
• Guidon Operating LLC in the divestiture of all leasehold interests and related assets to Diamondback Energy, Inc. (NASDAQ: FANG) for a mixture of cash and shares of Diamondback common stock.
• Conflicts committee of the board of directors of the general partner of TC PipeLines, LP (NYSE: TCP) in its approximately $1.68 billion all-stock acquisition by TC Energy Corporation (NYSE: TRP).
• HighPoint Resources Corp. (NYSE: HPR) on its $376 million combination with Bonanza Creek Energy, Inc. (NYSE: BCEI).
• Arcosa, Inc. (NYSE: ACA) in its acquisition of Strata Materials.
• Schlumberger (NYSE: SLB) in the sale of its North American onshore hydraulic fracturing business to Liberty Oilfield Services Inc. (NYSE: LBRT).
• WPX Energy, Inc. (NYSE: WPX) in its $12 billion all-stock merger of equals with Devon Energy Corporation (NYSE: DVN).
• Whiting Petroleum Corporation and certain of its affiliates (collectively “Whiting”) in connection with Whiting’s prearranged Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. Whiting is a Denver-based publicly traded independent exploration and production company with an oil focused asset base, employing approximately 500 employees and with funded debt of approximately $3.4 billion as of the Chapter 11 filing. Whiting entered into a restructuring support agreement with its unsecured noteholders, which contemplated a Chapter 11 plan that would provide 97% of the reorganized equity to noteholders and other holders of general unsecured claims, while still providing a recovery to existing equityholders in the form of the remaining 3% of reorganized equity. Through the deal reached with Whiting’s lenders and noteholders, Whiting delevered its balance sheet by eliminating over $2.7 billion of funded debt.
• Arena Energy, L.P., which filed a prepackaged Chapter 11 case in the U.S. Bankruptcy Court for the Southern District of Texas to pursue a sale of its assets as a going-concern. The sale — which was supported by Arena’s first-lien revolving lenders and second-lien term lenders — restructured more than $1 billion in funded indebtedness and addressed over $500 million of plugging and abandonment liabilities.
• Valaris plc and 89 of its subsidiaries in their prearranged Chapter 11 cases. Valaris, which is incorporated in the United Kingdom, is the world’s largest offshore driller by fleet size, owning 67 drilling rigs and operating in every major offshore hydrocarbon basin throughout the globe. Valaris filed Chapter 11 with a restructuring support agreement and backstop commitment agreement to fully equitize all $7.1 billion of its prepetition funded debt, consisting of an unsecured revolving credit facility and 15 series of unsecured notes. The noteholders supporting the restructuring also have committed to a fully backstopped rights offering for $500 million of new secured notes upon emergence from Chapter 11 as well as to provide a $500 million DIP financing facility.
• Mood Media Corporation and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of Texas. Mood Media obtained confirmation of its plan of reorganization in less than 24 hours on July 31, 2020 and emerged from Chapter 11 that same day. Mood Media provides services that aim to create connections between brands and consumers in stores through curated music and other visual and sensory solutions and currently has more than 500,000 subscriber stores in over 100 countries. Pursuant to the prepackaged Chapter 11 plan of reorganization, Mood Media deleveraged its balance sheet by more than $400 million.
• Grubhub in its $7.3 billion sale to Just Eat Takeaway.com.
• NOVA Infrastructure in its investment in Integrated Waste Solutions Group, LLC, an Austin-based waste management company.
• Ultra Petroleum Corp. and its affiliates in their comprehensive deleveraging and balance-sheet restructuring, accomplished through prepackaged Chapter 11 cases filed in the U.S. Bankruptcy Court for the Southern District of Texas and a parallel Canadian recognition proceeding filed in the Supreme Court of Yukon in 2020 and previously in the U.S. Bankruptcy Court for the Southern District of Texas in 2017. Ultra is one of the largest oil and natural gas exploration and production companies in Wyoming.

Prior to joining Golden Flag, Rob was involved in the following matters:

M&A Transactions

• Carrizo Oil & Gas, Inc. in its $1.8 billion combination with Callon Petroleum Company.
• Innophos Holdings, Inc. in its $932 million sale to One Rock Capital Partners LLC.
• Liberty Expedia Holdings, Inc. in its $2.8 billion combination with Expedia Group, Inc.
• NASCAR Holdings, Inc. in its $2 billion acquisition of International Speedway Corporation.
• Special Committee of the Board of Directors of Barnes & Noble in connection with its acquisition by funds advised by Elliott Advisors (UK) Limited in a transaction valued at approximately $683 million.
• IFM Investors in its $10.3 billion enterprise value acquisition of Buckeye Partners, L.P.
• Qurate Retail, Inc. (f/k/a Liberty Interactive Corporation) in its $2.6 billion enterprise value acquisition of HSN, Inc.
• Starz in its $4.4 billion sale to Lionsgate.
• Liberty Media Corporation in its $8 billion enterprise value acquisition of Formula One.
• Genesis Park II LP in its sale of Texas Monthly magazine to an affiliate of Enterprise Products Partners, LP.
• McDermott International, Inc. in its $6 billion combination with Chicago Bridge & Iron Company N.V.
• Qurate Retail, inc. (f/k/a Liberty Interactive Corporation) in its acquisition of General Communications, Inc. and related split-off of GCI Liberty, Inc.
• GEODynamics, Inc. in its $525 million sale to Oil States International, Inc.
• CommerceHub, Inc. in its $1.1 billion sale to GTCR and Sycamore Partners.
• Healix, Inc. in its sale to TA Associates.

IPO

• Sunnova Energy Corporation in its $170 million initial public offering of common stock.

Litigation

• Houston Municipal Employees Pension System in its litigation against the City of Houston and related parties in Klumb et al v. Houston Municipal Pension System et al and Houston Municipal Pension System v. City of Houston, et al.

 Litigation & Counseling

• Negotiation of the employee benefits provisions in a large public company merger in the oilfield services industry, and assisted with benefits integration, executive compensation and retention planning post-merger.
• Negotiation of employee benefits aspects of sale of retail electric provider in which ESOP was a significant selling shareholder.
• Representation of multiemployer pension and welfare plan trustees in plan administration, plan design and fiduciary issues.
• Advised clients regarding compensation and benefits structuring in connection with initial public offering of MLPs.
• Represented management team in the negotiation of equity incentive and other compensation arrangements in connection with private equity purchase.
• Negotiation of the employee benefits provisions in a client’s sale of a subsidiary.
• Negotiation of the employee benefits provisions of a joint venture agreement between two oilfield services companies and providing advice regarding follow-up issues in implementation of the joint venture structure.
• Design and implementation of several employee stock ownership plans.
• Addressed equity compensation adjustments and related matters in public company split-offs.
• Representation of a major oil company in a class action suit alleging that independent contractors were common-law employees entitled to benefits.
• Representation of an investment committee in a class action suit over employer stock issues in a 401(k) plan.
• Negotiation of numerous employment and separation agreements on behalf of employers and executives.
• Advised clients regarding design of equity incentive arrangements, including restricted stock, phantom stock, stock units, stock options and stock appreciation rights and preparation of related documentation.
• Advised client regarding various aspects of pension plan termination.