Cliff W. Vrielink

Cliff’s extensive experience in assisting clients also includes the following representative matters:

M&A - Upstream

• Represented a sovereign wealth fund as co-investor in conjunction with other investors collectively making US$1.3 billion in equity commitments to a deepwater oil and gas exploration company.
• Represented Fairway Resources Partners in connection with its approximately US$132 million purchase from Samson Resources Corporation of its Central Anadarko oil and gas asset package under 363 of the Bankruptcy Code.
• Represented Macquarie Infrastructure and Real Assets (MIRA) in connection with its joint venture with California Resources Corporation in which MIRA has committed to fund US$300 million for the development of oil and gas properties in California, with a focus on development opportunities in the San Joaquin Basin.
• Represented Stonepeak Infrastructure Partners in its US$350 million investment in Sanchez Production.
• Represented Denham Capital Management in its investment in Lola Energy Operating Co., a Pittsburgh-based exploration and production company focused on leasing, acquisition and development opportunities in the Marcellus and Utica plays of Appalachia.
• Represented Denham Capital in its “take private” acquisition of Colombia Energy Development Company, an oil and gas company operating in Colombia that was formerly listed on the Toronto Stock Exchange.
• Represented Layline Petroleum in connection with the US$375 million sale of substantially all of its assets to Wapiti Energy Holdings, LLC and the associated wind-up of Layline Petroleum. The majority of Layline’s assets consisted of operated oil fields with long-lived reserves located in Texas.
• Represented a publicly traded oil and gas exploration and production company in its US$3.75 billion acquisition of domestic oil and gas properties.
• Represented a lender in connection with a bi-lateral secured term loan facility, including a delayed draw component, to finance the borrower’s share of the development costs associated with off-shore oil and gas wells in the outer Continental shelf.
• Represented an international energy company in its US$993 million sale of offshore oil and gas properties in West Africa.
• Represented a client in the formation of a joint development and exploration arrangement with a large independent oil and gas company concerning approximately 73,000 net acres in the Eaglebine shale area in Texas.

M&A - Midstream

• Represented OMERS Infrastructure Management, Inc. in its acquisition of a 50% interest in the BridgeTex crude oil pipeline for ~US$1.4 billion from, and its formation of a three-way joint venture for BridgeTex with, Plains All American Pipeline, L.P. and Magellan Midstream Partners, L.P., recognized as “Best Oil & Gas Acquisition” by the 2019 IJ Investor Awards.
• Represented Stonepeak Infrastructure Partners in connection with a US$960 million equity financing for three joint ventures with Targa Resources that own interests in the Gulf Coast Express Pipeline, the Grand Prix NGL Pipeline and a new fractionation train located in Mont Belvieu, Texas.
• 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 Stonepeak Infrastructure Partners in connection with its acquisition of US$500 million of 9.5% Series A Preferred Stock issued by Targa Resources Corporation, a midstream energy company.
• Represented ISQ Global Infrastructure Fund in connection with the negotiation, formation and funding of Shiprock Midstream LLC, a new portfolio company with a new management team, the majority of the proceeds of which were used to acquire a San Juan basin midstream gathering system from WPX Energy.
• Represented Energy Capital Partners in its US$1 billion investment and commitment to US Development Group (USDG), in support of USDG’s development and acquisition of rail terminals and complementary midstream assets. 
• Represented GE Energy Financial Services in its US$150 million preferred equity commitment to an affiliate of Crestwood Midstream Partners LP to finance the acquisition (and subsequent development) of a 50 percent interest in the Jackalope gas gathering and processing system in the Powder River Basin of Wyoming from RKI Exploration and Production, LLC.
• Represented Spectra Energy Corp in the dropdown of 50% of the Express-Platte System to Spectra Energy Partners for approximately US$555 million in cash, approximately US$139 million in newly issued partnership units and approximately US$129 million of acquired Express-Platte System debt. The 1,717 mile Express-Platte System, which begins in Hardisty, Alberta and terminates in Wood River, Illinois, consists of the Express and Platte crude oil pipelines.

M&A - Oilfield Service

• Represented Carlyle Energy Mezzanine Opportunities Fund II, L.P., in its formation of a joint venture with CSL Capital Management to acquire the laboratory services business of Weatherford International PLC for US$205 million.
• Represented Morgan Stanley Energy Partners in its acquisition of a majority stake in XRI Holdings, a Permian Basin-focused water services provider to the oil & gas industry.
• Represented EIV Capital in its investment in Woodland Midstream, LLC, an independent natural gas midstream company. The investment will fund the build-out and acquisition of natural gas pipeline and processing infrastructure throughout the eastern region of Texas and bordering states.
• Represented Denham Capital Management in connection with a US$100 million equity investment by NGP Energy Capital Management LLC into MS Energy, a leading independent directional drilling services company and a Denham portfolio company.
• Represented Denham Capital Management in the sale by Greene’s Energy Group of Devin International to National Oilwell Varco (NOV).
• Represented United Engines Holding, an Oklahoma based manufacturer and service provider to the oil and gas and power industry, in its US$270 million sale to Kirby Corporation, a multi-billion dollar marine transportation company.

M&A - Power and Alternative Energy

• Represented a leading battery storage development company, advising on corporate and capital raising activities.
• Represented a leading energy transition fund in its backing of a wind power developer.
• Represented Partners Group in its acquisition of a 25-percent interest in the Sentinel Energy Project, a 800-MW natural gas-powered electric generation facility in the Los Angeles Basin area of California.
• Represented Dynegy Inc. in the sale out of bankruptcy of the Roseton fuel oil and natural gas electric generation facilities to a subsidiary of Castleton Commodities International LLC and the Danskammer fuel oil, natural gas and coal electric generation facilities to Helios Power Capital LLC, which facilities have an aggregate 1,701 megawatts of generating capacity. Associated issues included negotiating reliability issues with Central Hudson Gas and Electric Corporation.
• Represented BP Alternative Energy in the joint venture development of the 5,050 MW Titan wind project in South Dakota.
• Represented an international energy company in its US$400 million acquisition of hydro and thermal generation assets in Argentina, Belize, Bolivia, and Peru.

M&A - Other Energy

• Represented affiliates of Royal Dutch Shell in the sale of much of their downstream business in Colombia, Uruguay and Paraguay to Petroleo Brasileiro S.A. and in the restructuring and subsequent sale of their downstream businesses in Ecuador and Peru to a partnership controlled by ENAP, the Chilean national oil company.
• Represented the seller in the sale of its energy trading business to a leading financial institution for US$1.1 billion.

M&A - Other Infrastructure

• Represented West Street Infrastructure Partners III, an investment fund managed by Goldman Sachs Merchant Banking Division, in its acquisition of Synagro Technologies, Inc., a provider of wastewater biosolids solutions, from EQT Infrastructure.
• Represented an affiliate of Stonepeak Infrastructure Partners in its investments in Lineage Logistics, the largest cold storage warehousing and logistics company and the largest automated cold storage company globally.  
• Represented Partners Group in connection with its investment in the Seabras-1 fiber optic telecommunications cable between the U.S. and Brazil. This is the first direct fiber optic cable between New York and São Paulo and is logged as the first project finance deal for a subsea cable project backed by an export credit agency. This deal was recognized as a 2016 Deal of the Year by Latin Finance.
• Represented Denham Capital Management in making an equity investment of up to US$50 million in CariSal Investment Holdings, a company that through its affiliates is developing a manufacturing complex in Point Lisas, Trinidad that is expected to be the second largest dry calcium chloride plant in the Western Hemisphere and the largest caustic soda plant in the West Indies.
• Represented a publicly traded telecommunications infrastructure company in its development of a communications network for one of the world’s leading destination resorts.