Heather M. Palmer

Heather’s representative matters include:

M&A – Upstream

• Represented Denbury Resources Inc. in its sale to and joint venture with Navitas Petroleum involving properties in four Southeast Texas oil fields.
• Represented Morgan Stanley Energy Partners and its portfolio company, Presidio Investment Holdings LLC, in Presidio’s acquisition of oil and natural gas-producing properties in the western Anadarko Basin of Texas, Oklahoma and Kansas from Apache Corporation and its affiliates.
• Represented Kimmeridge Energy Management Company, LLC in its joint venture with Desert Royalty Company, LLC to create Desert Peak Minerals, the largest Delaware Basin pure-play mineral and royalty company, with over 70,000 net royalty acres on a 1/8th royalty-adjusted basis (NRAs) across eight counties in west Texas and southeast New Mexico.
• Represented BP America Production Company in the sale of its oil and natural gas properties in Cleveland and McClain Counties, Oklahoma (SWOOP area) to Lime Rock Resources.

M&A – Midstream

• Represented I Squared Capital in the formation of a leading Delaware Basin midstream partnership with Blackstone Energy Partners and EagleClaw Midstream and the concurrent acquisition of Caprock Midstream and Pinnacle Midstream by EagleClaw, a transaction recognized as the 2019 “Energy, Power & Utilities Deal of the Year” by The Deal’s Middle Market Awards.
• Represented the Conflicts Committee of the general partner of Andeavor Logistics LP in MPLX LP’s acquisition of Andeavor Logistics LP, a transaction with an equity value of approximately US$9 billion.
• Represented Macquarie Infrastructure and Real Assets Inc. in its sale of 100% of the membership interests of Leaf River Energy Center LLC to a subsidiary of New Jersey Resources Corporation for US$367.5 million.
• Represented I Squared Capital, through its ISQ Global Infrastructure Fund II, in its US$460 million investment in convertible equity securities in Venture Global LNG.
• Represented Reliance Midstream, LLC in its sale of all of the equity interests of Reliance Gathering, LLC to a joint venture between affiliates of Oryx Midstream and Diamondback Energy, Inc., for a purchase price of US$355 million.
• Represented Twin Eagle Pipeline Company, LLC in its sale of Twin Eagle Gardendale Pipeline, LLC to Ironwood Midstream Energy Partners II, LLC.
• Represented Stonepeak Infrastructure Partners in its acquisition of Oryx Midstream Services from affiliates of Quantum Energy Partners, Post Oak Energy Capital, Concho Resources, WPX Energy and other investors, for approximately US$3.6 billion.
• Represented OMERS Infrastructure Management Inc., the infrastructure investment manager for the Ontario Municipal Employee Retirement System, in an approximately US$1.4 billion acquisition of a 50% interest in the BridgeTex pipeline from Plains All American Pipeline, L.P. and Magellan Midstream Partners, L.P.
• Represented Oryx Midstream Services LLC, a portfolio company of Stonepeak Infrastructure Partners, in its acquisition of the Outrigger Crude Oil Gathering System in the Permian Basin from a subsidiary of Targa Resources Corp., for a purchase price of US$135 million.
• Represented American Midstream Partners, LP in the sale of its refined products storage terminals in Caddo Mills, Texas and North Little Rock, Arkansas, to Sunoco LP for approximately US$125 million.    
• Represented American Midstream Partners, LP in the sale of three bulk product storage terminals in the Port of New Orleans, Louisiana and the Port of Brunswick, Georgia to institutional investor advised by J.P. Morgan Asset Management for approximately US$210 million.
• Represented American Midstream Partners, LP in its acquisition of a 25% interest in Enterprise Product Partners L.P.’s Pascagoula natural gas processing plant. 

M&A – Power and Renewable Energy

• Represented NiSource in the sale of the gas distribution business of its subsidiary, Columbia Gas of Massachusetts, to Eversource Energy for US$1.1 billion.
• Represented GE in its solar energy joint venture with BlackRock, a global investment management company and the world’s largest asset manager.
• Represented MAP Royalty, Inc. in connection with the sale of various wind and solar projects.
• Represented Great Plains Energy Inc. in a US$14 billion merger with Westar Energy, Inc.*
• Represented Talen Energy Corporation in a US$1.175 billion acquisition of MACH Gen, LLC, the holding company of three natural gas-fired power plants located in New York, Massachusetts and Arizona with a total capacity of over 2,500 MW.*
• Represented Arroyo Energy Investment Partners LLC in acquisition of the Broad River Energy Center, an 847 MW natural gas-fueled electric generation plant located in Gaffney, South Carolina from affiliates of Energy Capital Partners.*
• Represented Rockland Capital, LLC in acquisition of an 85 MW combined-cycle cogeneration facility located in Nevada and a 121 MW dual-fuel combined-cycle facility in Florida from affiliates of Quantum Utility Generation, LLC.*
• Represented Rockland Capital, LLC in acquisition of the Michigan Power Generating Facility, a 125 MW natural gas-fired, combined-cycle electric generation facility in Ludington, Michigan from affiliates of ArcLight Capital Partners, LLC.*
• Represented Integrys Energy Group, Inc. in sale of a portfolio of over 50 distributed solar projects to TerraForm Power, LLC.*
• Represented Optim Energy LLC in Chapter 11 proceedings, including the US$126 million Section 363 sale of the 305 MW coal-fired Twin Oaks Plant to a unit of Blackstone Group LP and the confirmation of a plan of reorganization for its other operational power plants.*
• Represented La Caisse de dépôt et placement du Québec with investment of up to approximately US$593 million in AES US Investments, Inc. and IPALCO Enterprises, Inc., subsidiaries of the AES Corporation and parent companies of Indianapolis Power & Light Company, for an aggregate direct and indirect interest in IPALCO of up to 30%.*

M&A – Mining

• Represented Eagle Materials Inc. in the sale of its Western Aggregates and Mathews Readymix operations for US$93.5 million to Teichert, a California-based construction company.

M&A – Chemicals and Manufacturing

• Represented General Electric Company in connection with its agreement to sell its intelligent environments unit, Current, powered by GE, to American Industrial Partners, a New York-based private equity firm.
• Represented General Electric Company, in its global joint venture with Baker Hughes for aero-derivative gas turbine engines and related transactions for GE’s separation from Baker Hughes.
• Represented a Fortune 500 company in a US$2.16 billion acquisition of a major manufacturer of chemicals used in operating oil and gas wells.*
• Represented Phillips 66 in sale of Phillips Specialty Products Inc., a flow improver business, to Berkshire Hathaway in a deal valued at approximately US$1.4 billion.*

M&A – Healthcare/Medical Devices

• Represented OMERS Private Equity, the defined benefit pension plan for Ontario’s municipal employees, in its sale of MatrixCare Holdings Inc. to ResMed Operations Inc. for US$750 million. 
• Represented Stryker in connection with its acquisition of HyperBranch Medical Technology, Inc. for a total equity value of approximately US$220 million in an all-cash transaction.
• Represented RTI Surgical Holdings, Inc. in connection with the sale of the company’s OEM business to Montagu Private Equity, a leading European private equity firm for US$490 million.
• Represented RTI Surgical Holdings, Inc. in connection with its acquisition of Paradigm Spine.
• Represented RoundTable Healthcare Partners and its portfolio companies in multiple transactions, including its investment in Deerland Enzymes & Probiotics.

Regulatory Counseling

• Representing Cheniere Energy in the construction, permitting and operation of its LNG import/export facilities in Sabine Pass, Louisiana and Corpus Christi, Texas and the Midship Pipeline in Oklahoma.
• Advising a Fortune 100 company with respect to sustainable sourcing of products and development of ESG goals. 
• Providing strategic advice and counsel to buyers in evaluating the potential risks and liabilities associated with per- and polyfluoroalkyl substances (PFAS) in M&A transactions. 
• Advising an international energy company in connection with the development of environmental management systems at its refineries in the United States.
• Represented energy and chemical companies in negotiating reduced settlement amounts for clients in enforcement actions brought by the Environmental Protection Agency (EPA) and states under the Resource Conservation and Recovery Act, the Emergency Planning and Community Right-to-Know Act (EPCRA), the Clean Water Act (CWA) and the Clean Air Act (CAA).* 
• Represented major energy and chemical companies with obtaining Section 404/Section 10 permits from the U.S. Army Corps of Engineers (USACE), preparing permittee-responsible mitigation plans, and negotiating contracts for compensatory wetlands mitigation in connection with the construction of major energy projects and chemical facilities in Texas and Louisiana.*
• Represented manufacturers, chemical producers and energy companies and acted as counsel to clients named as potentially responsible parties under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) at state and federal Superfund sites in Alabama, Arkansas, Arizona, California, Georgia, Illinois, New Jersey, Oklahoma, Pennsylvania, South Carolina, Tennessee and Texas, including serving as common counsel in connection with the Many Diversified Interests Superfund Site in Houston, Texas.*
• Advised an international drilling company and a major independent oil and natural gas exploration and production company on environmental and safety requirements in the U.S. Gulf of Mexico, including compliance with Bureau of Safety and Environmental Enforcement (BSEE) regulations.*

*The above matters were handled by Heather prior to joining Sidley.

• Representing an immigrant woman seeking asylum in the United States under the Violence Against Women Act (VAWA).
• Represented a church in connection with the donation of land for the construction of a Chicago-area community center where young mothers can get mentoring, counseling and education.
• Represented a local nonprofit arts organization in the purchase of a Brownfield site for redevelopment in Houston, Texas.

• Executive Committee Member and Co-Chair of the Sponsorship and Membership Committee, State Bar of Texas Environmental & Natural Resources Law Section (ENRLS) 
• Sustaining Life Fellow, Texas Bar Foundation
• Past Chair, Houston Bar Association, Environmental Law Section
• Executive Member, Women’s Energy Network (WEN)