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Stephen M. Jacobson

Stephen M. Jacobson Partner, Executive Compensation & Benefits

Stephen Jacobson is an experienced executive compensation attorney who advises public and private companies, private equity firms and their portfolio companies on employment, compensation, and benefits matters in business transactions.

Stephen regularly advises clients on the tax, securities law, corporate governance, and disclosure implications of equity and cash-based incentive plans. 

Known for providing practical advice, Stephen also represents numerous management teams and executives in negotiating employment, separation, and incentive agreements. 

He is an advisory board member of the Texas TriCities Chapter of the National Association of Corporate Directors.

Experience Highlights

  • Direct Energy in its $300 million sale of Clockwork, a home services franchise platform, to Authority Brands
  • Blackstone Infrastructure Partners in its $3.3 billion acquisition of a controlling interest in Tallgrass Energy 
  • FleetPride, a TPG portfolio company, in its sale to American Securities
  • EnCap Investments in a $405 million line of equity commitment to Flat Creek Holdings, a company focused on the acquisition and development of oil and gas properties in the United States
  • Antero Midstream GP, Antero Midstream Partners and Antero Resources in the roll up of Antero Midstream Partners in a unit-for-cash and stock transaction
  • EnCap Investments in the $1.4 billion merger between Eclipse Resources Corporation and Blue Ridge Mountain Resources
  • Flywheel Energy Operating, a portfolio company of funds managed by Kayne Anderson Capital Advisors, in its $1.86 billion acquisition of all Fayetteville Shale and ARKOMA upstream and midstream assets of Southwestern Energy Company via the acquisition of 100% of the issued and outstanding securities in SWN Production (Arkansas), LLC and DeSoto Gathering Company, LLC
  • TPG Growth and The Rise Fund in the acquisition of CLEAResult, the country’s leading provider of efficiency solutions for utility companies, from General Atlantic
  • Deep Gulf Energy Companies, a deepwater oil and gas exploration and development business operating in the Gulf of Mexico and a portfolio company of First Reserve, in its $1.225 billion sale to Kosmos Energy
  • Talos Energy in its $2.5 billion combination with Stone Energy, creating an offshore-focused E&P company
  • Fiesta Restaurant Group in its proxy contest defense against a dissident group led by JCP Investment Partnership

Mergers & Acquisitions

  • Outrigger Energy in its sale of Outrigger Delaware Operating, Outrigger Southern Delaware Operating and Outrigger Midland Operating to Targa Resources Partners for up to $1.5 billion
  • Ridge Runner Resources in a $300 million line of equity commitment to the company, a newly formed oil and gas E&P company focused on the Delaware Basin, from Warburg Pincus
  • Omega Protein, a nutritional product company and provider of specialty oils and specialty protein products, in its $500 million sale to Cooke
  • Special Committee of the Board of Directors of Moody National REIT I in the merger of Moody National REIT I and Moody National REIT II 
  • Ascentium Capital in the sale of the company, the third largest private-independent equipment finance company in the U.S. by volume, to Warburg Pincus
  • KLR Energy Acquisition Corp. in the $445 million combination with Tema Oil and Gas Company to form Rosehill Resources

Private Equity

  • Double Eagle Energy Holdings III in the formation of DoublePoint Energy with FourPoint Permian, and DoublePoint’s subsequent acquisition of assets from undisclosed sellers
  • SCF Partners in its investment in Hi-Tech Industrial Services, provider of integrated specialty services to the downstream energy, infrastructure and industrial markets
  • Apollo Global Management in the formation of, and investment in, Double Eagle Energy Holdings III, an oil and gas exploration and production company focused on the Permian Basin, which has secured equity commitments of more than $1 billion
  • Riverstone Holdings in its $5.2 billion take-private of Talen Energy Corporation, one of the largest independent power producers in the U.S. with a portfolio of power plants totaling approximately 16,000 MW, and associated debt financings
  • Canadian Pension Plan Investment Board in its $1 billion equity commitment to Encino Acquisition Partners, a company focused on U.S. oil and gas acquisition opportunities
  • Riverstone Investment Group in the $600 million line of equity investment co-led by Riverstone and Pine Brook in Admiral Permian Resources, an exploration and production company focused on the Permian Basin
  • Oaktree Capital Management in the $600 million line of equity commitment to Charger Shale Oil Company, an oil and gas company focused in the Permian Basin
  • Morgan Stanley Capital Partners in its equity investment in Sterling Investment Holdings, a natural gas gathering and processing company

Executive Compensation Arrangements/Employee Benefits & Plans

  • Newly public companies in all executive compensation and benefits matters, implementation of long-term incentive plans and severance arrangements
  • Various companies in executive compensation aspects of shareholder activism defense 
  • Board of directors of EP Energy in connection with severance of existing management team and implementation of compensation arrangements for new management team 
  • REIT in compensation aspects of internalization of REIT’s external manager, including implementation of REIT LTIP unit plan 
  • Independent oil and gas company in connection with the integration of its executive compensation and employee benefit arrangements following the $6.9 billion sale of the company
  • Publicly traded energy client in redesigning and obtaining shareholder approval for a new equity compensation plan
  • A publicly traded offshore drilling company in all aspects of its executive compensation and employee benefit matters
  • Privately held company in the executive compensation aspects of its initial public offering
  • A publicly traded company with respect to executive compensation disclosure and corporate governance matters

IPOs & Equity Offerings

  • New Fortress Energy LLC in its $291 million initial public offering of Class A shares
  • Berry Petroleum Corporation in its $183 million initial public offering of common stock 
  • Nine Energy Service, Inc. in its $185 million initial public offering of common stock
  • Liberty Oilfield Services, Inc. in its $249 million initial public offering of common stock 
  • Select Energy Services, Inc. in its $122 million initial public offering of common stock
  • Antero Midstream Partners LP in its $1.15 billion initial public offering of common units
  • Black Stone Minerals, L.P. in its $428 million initial public offering of common units

Contact Details


T +1.713.758.2536
F +1.713.615.5336
1001 Fannin Street
Suite 2500
Houston, TX 77002
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Stephen's Practices

  • Tulane University Law School, J.D. cum laude, 2007
  • Tulane University, A.B. Freeman School of Business, B.S., Accounting summa cum laude, 2004 (Beta Alpha Psi; Beta Gamma Sigma)
  • Admitted to practice: Texas
    • Law360, Rising Star, 2019
    • Legal 500 U.S., Employee Benefits, Executive Compensation and Retirement Plans (Transactional), 2016, 2018 and 2019
    • Member: Houston Bar Association; American Institute of Certified Public Accountants
    • The Friends of West University Place Parks Fund, Inc., Board of Directors, 2015