J. Holt Foster, III

Holt was previously a partner at Sidley Austin LLP, where he served as co-leader of the firm’s global Energy practice team. Prior to that, he was a partner and served in numerous leadership roles at another global law firm. Holt also has practical business and entrepreneurial experience. Early in his career, he served as a co-founder and legal counsel to Gathering of Developers, an international video game publishing and development company later sold to a publicly traded company.

• Recognized for Corporate Law, Best Lawyers in America, 2013–2021
• Recognized by D Magazine as a “Best Lawyer in Dallas” in Corporate Law: Mergers & Acquisitions, 2014–2017, 2019–2024
• Recognized by Texas Super Lawyers for Securities & Corporate Finance, Mergers & Acquisitions, Thomson Reuters, 2004, 2009–2020
• Listed for M&A and Governance, Who’s Who Legal, 2021
• Listed for Energy Transactions – Oil & Gas, The Legal 500 US 2020
• Named to the “Who’s Who in Energy,” Dallas Business Journal, 2014
  
   

• Texas Bar Foundation, Life Fellow
• Dallas Bar Association, Fellow
• American Bar Association, Member
• Dallas Citizens Council, Member (2015-2021)
  
   

Publications

• Contributor, “Energy Insights Roundtable,” Hart Energy’s Oil and Gas Investor, October 1, 2021.
• Co-author, “Legal Services for Oil and Gas Clients Structured for the Current Environment,” Oil & Gas Journal, December 2020.
• Author, “Fall Borrowing-Base Redeterminations Are Coming … Let the Bidding Begin,” Oil & Gas Monitor, September 28, 2015.

Lectures

• Moderator, “Stepping Into the Void: Current Energy Dealmaking Considerations,” The University of Texas School of Law Mergers and Acquisitions Institute, October 5, 2023.
• Moderator, “It’s Not Easy Being Green: Energy Dealmaking in a Decarbonizing Future,” The University of Texas School of Law Mergers and Acquisitions Institute, October 6, 2022.
• Chair of the Infocast CCS/Decarbonization Project Development, Finance & Investment Summit, July 25-27, 2022.
• Speaker, “Energy Investments – A Strange New World: Teaching Old Tricks to New Dogs and New Tricks to Old Dogs,” The University of Texas School of Law Mergers and Acquisitions Institute, October 7, 2021.
• Speaker, “Oil & Gas Investor Roundtable: A 2021 Preview,” Stephens Inc. webinar, December 2020.
• Moderator, “Navigating the Private Equity Landscape During a Pandemic and Beyond,” Stephens Inc. webinar, October 16, 2020.
• Speaker, “Capital Thinking: Energy Insights for Today’s Market,” Stephens Inc. webinar, October 14, 2020.
• Speaker, “Dealmaking in a Distressed Energy Market, aka ‘It’s Déjà Vu All Over Again,’” The University of Texas School of Law Mergers and Acquisitions Institute, October 8, 2020.
• Moderator, “Oil & Gas M&A in Today's Market: It's Complicated,” The University of Texas School of Law Mergers and Acquisitions Institute, October 10, 2019.
• Moderator, “Peak, Trough or Somewhere in Between: Navigating the Uncertainties of an Ever Changing Energy Market,” The University of Texas School of Law Mergers and Acquisitions Institute, October 4, 2018.
• Speaker, “From Peak to Trough: Structuring Energy Deals in a Volatile Market,” The University of Texas School of Law Mergers and Acquisitions Institute, October 21, 2016.
• Speaker, “Bottoms Up: Doing Opportunistic Deals in Today’s Energy Sector,” The University of Texas School of Law Mergers and Acquisitions Institute, October 14, 2015.

Private Equity

•  Represented a private equity–backed seller in the sale of oil and gas exploration and production assets for $220 million in consideration.
• Represented a private equity–backed seller in the sale of a midstream portfolio company for $1 billion.
• Represented a private equity–backed purchaser in its acquisition of an oil and gas exploration and production company for $300 million.
• Represented private equity–backed seller in the sale of oil and gas exploration and production assets for $150 million.
• Represented a private equity–backed seller in the sale of an oilfield environmental services and solid waste disposal portfolio company for more than $350 million.
• Represented a private equity–backed purchaser in a series of acquisitions of saltwater disposal well businesses and its subsequent disposition of such businesses for an amount in excess of $300 million.
• Represented Tailwater Energy Fund III LP in the formation and $150 million capitalization of Silver Creek Midstream LLC, a new midstream portfolio company.
• Represented the general partner in the formation of a private equity investment fund with $140 million in total commitments.
• Represented Tillridge Global Agribusiness Partners in the formation of Tillridge Global Agribusiness Partners II, LP, which will make direct equity investments in food, feed, and industrial product companies within the agribusiness supply chain.
• Represented various private equity funds in the formation and capitalization of dozens of portfolio companies focused on the upstream, midstream and services sectors of the oil and gas industry with investments totaling more than $8 billion.

Mergers & Acquisitions/Joint Ventures

• Represented one of the world’s largest equipment rental companies in asset purchases from one of North America’s largest specialty pump rental companies and a Texas-based general rental business for a combined purchase price of approximately $780 million.
• Represented private equity–backed midstream company in joint venture to fund midstream system in Delaware Basin for $150 million.
• Represented the Board of Directors of Allied Technology, LLC in the $700 million merger/roll-up of five separate companies — Forum Oilfield Technologies, Triton Group, Subsea Services International, Global Flow Technologies, and Allied Technology — to form Forum Energy Technologies, Inc.
• Represented Petro Waste Environmental, LLC in its acquisition by WM Energy Services Holdings, LLC, an indirect subsidiary of Houston-based Waste Management, Inc., from Tailwater Capital LLC.
• Represented Tailwater Capital LLC in the formation of a joint venture with Energy & Minerals Group LP to provide $600 million for Silver Creek Midstream LLC’s purchase and expansion of Genesis Energy LP’s crude gathering, storage, and rail assets in the Powder River Basin.
• Represented Producers Midstream, LP, a Tailwater Capital LLC portfolio company, through its wholly owned subsidiary Culberson Midstream Equity LLC, in forming a joint venture with a subsidiary of Charger Shale Oil Company, LLC, through its wholly owned subsidiary Charger Shale Oil Gathering, LLC, to develop midstream assets in the Western Delaware Basin.
• Represented purchaser in series of acquisitions of wellsite services companies for $600 million. Represented a private equity firm in connection with its entrance into two parallel joint ventures with several owners and operators of saltwater disposal facilities for the purpose of (1) purchases of USD billions of new and legacy narrow-body and wide-body aircraft expanding saltwater disposal operations in the Permian Basin and Eagle Ford Shale regions of Texas and New Mexico and (2) expanding the breadth of services available at those facilities by providing on-site solid waste removal and disposal capabilities.
• Represented a Denver-based exploration and production company, through its wholly owned subsidiary, in the formation of a joint venture to engage in midstream activities in Colorado and Wyoming.
• Represented a private equity firm in the approximately $100 million sale of outstanding membership interests in two agribusiness companies as well as certain related real estate assets and water rights.
• Represented seller in $100 million sale of multistate oil and gas pipeline.
• Represented purchaser in $78 million acquisition of all the assets of a water transfer service provider.
• Represented purchaser in $75 million acquisition of oil and gas exploration company.
• Represented seller in $65 million sale of 35 restaurant franchises.
• Represented seller in $64 million sale of a radio station.

International

• Represented private equity–backed seller in sale of international shipping company.
• Represented purchaser in the $300 million cross-border acquisition of an electric power plant.
• Represented purchaser in the $200 million acquisition of downstream fuel stations in Paraguay, Uruguay, and Colombia.
• Represented PetroSA in negotiation of gas sales and joint operating agreements relating to LNG plant, pipeline, and production transactions, with a total value of $3 billion.
• Served as outside general counsel for PetroSA.
• Negotiated a study and bidding agreement for a state-owned national oil and gas company in the Middle East.

_{*Holt advised on some of these matters prior to joining Willkie.}