Steven J. McNamara

Of Counsel

Overview

Steven McNamara is a corporate lawyer helping energy-related enterprises, manufacturers and service companies in general business transactions, mergers and acquisitions, joint venture arrangements, financing and employment matters. Steve handles acquisitions of large and small businesses, oil, gas and energy service company transactions, executive compensation, and finance and general contract matters, including oilfield goods and services agreements, master agreements, and sales terms and conditions. Steve is a member of the Foley Energy Industry Team.

Steve's clients include oil and gas exploration and production companies, land and offshore drilling companies, fracking service providers, equipment providers, sand suppliers, seismic companies, transportation companies, telecommunication companies, and other domestic and international providers of equipment and services in the energy industry.

Representative Energy Transactions

Steve’s energy transaction experience includes the representation of:

  • US private oil and gas exploration and production company in sale to US public company
  • US private oil and gas exploration and production company in acquisition of US private oil and gas exploration and production company
  • Management group in the division of producing and non-producing oil and gas properties between two private equity investor groups; US public energy service company CEO in connection with retirement and severance
  • Private investor in connection with midstream infrastructure investment
  • US board private oil and gas exploration and production company in sale to US public company
  • Various US based management groups in charge of non-US based offshore drilling companies; act in outside general counsel capacity and advise client management and boards of directors on broad range of domestic and international legal issues
  • Executive management group in connection with formation of US based oil and gas exploration and production company and investment by private equity groups
  • Executive management group in connection with the formation and initial funding of startup oil and gas exploration and production company and follow-on bank financing; issues included protection of management’s minority interest and control and funding of management group investment alongside private equity fund
  • US public land drilling company in connection with cross-border merger with Canadian land drilling company
  • US public land drilling company in connection with proposed acquisition of US public company drilling services company
  • US public land drilling company in connection with proposed merger of US public domestic and international drilling company and drilling services provider
  • Executive management group in connection with disposition of equity interests in nonpublic energy service company
  • UK based energy services company in acquisition of US based energy services company
  • Executive management group in connection with investment alongside private equity investors in oil and gas exploration and production project
  • Executive management group in connection with formation of US based land drilling company and investment by private equity group

Other Industry Transactions

Steve’s other transaction experience includes the representation of:

  • US public aviation company CEO in connection with retirement and severance
  • US based private telecommunications company in connection with investment by US based public company
  • Private investor group in connection with investment in US based private telecommunication company
  • US public global aviation company in connection with cross border acquisition of minority equity interest in South American aviation company; advised client management on broad range of acquisition and due diligence related issues
  • US public company in connection with proposed acquisition of Chinese helicopter company; issues involved coordination with local counsel and investment bankers on foreign exchange, compliance with local regulatory, securities and mergers and acquisition rules
  • US public global aviation company in connection with acquisition of two private US based aviation companies
  • US public global aviation company in connection with sale of US based production services affiliate
  • Private equity fund in connection with investment in publicly traded gold mining company as part of a prepackaged bankruptcy and debt restructure; issues included negotiation of secured convertible promissory notes, antidilution, registration rights, escrow of funds pending bankruptcy court approval and restructure of existing unsecured debt
  • Executive management group of publicly traded target corporation in connection with merger into large publicly traded competitor; issues included all forms of compensation including golden parachute excise tax planning, employment and stock option agreements, severance provisions, and related matters
  • Executive management group in connection with the renegotiation and restructure of compensation and employment agreements with publicly traded energy services company, issues included employment and stock option agreements, severance, golden parachute excise tax and change of control planning and federal income tax matters
  • Numerous senior executives of public and private companies in connection with initial employment or separation from employment, issues included all forms of employment, compensation (including cash and incentive awards), benefits and covenant not to compete issues

Professional Affiliations

  • Member, State Bar of Texas
    • Member, Oil, Gas and Mineral Section
    • Member, Corporate Counsel Section
  • Member, American Bar Association
  • Member, Houston Bar Association

Community Involvement

  • Advisory Board, HSPVA Friends

Honors & Awards

  • Recognized, The Legal 500 United States  
    • Mergers, Acquisitions and Buyouts – M&A: Middle-Market (Sub-$500 Million) (2012)
  • Recognized, AV® Preeminent 5.0 out of 5 Peer Review Rated, Martindale-Hubbell® PEER REVIEW RATINGS

Education

  • J.D., The University of Texas School of Law, (1990), with honors
    • Member, Texas Law Review
    • Elected, Order of the Coif and Chancellors
  • B.S., The University of Texas at Austin, (1982)
    • Chemical Engineering

Admissions

  • Texas (1990)

Representative Matters

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Representation of an oil and gas exploration and production company in a divestiture in the Permian Basin
Represented U.S. and foreign companies in the establishment and operation of joint ventures and foreign and domestic corporations
Represent major energy company in the drafting and negotiation of the purchase of producing and non-producing mineral properties in Texas, Oklahoma and Arkansas totaling approximately $160,000,000

Capabilities