
E. Ramey Layne

Texas Tower
845 Texas Avenue
Suite 4700
Houston, Texas 77002

Ramey’s principal areas of practice are capital markets, securities law, and mergers and acquisitions. He has a particular focus on transactions relating to Special Purpose Acquisition Companies (SPACs) and publicly traded master limited partnerships (MLPs). He represents both issuers and underwriters in public and private securities offerings. Ramey has advised clients on general corporate matters, public company reporting issues, restructuring of partnerships, and reporting obligations in connection with acquisition and disposition of partnership securities. Additionally, Ramey advises clients on Investment Company Act of 1940 avoidance.
Experience Highlights
Crestwood Equity Partners in the $7.1 billion sale of the company to Energy Transfer in an all equity transaction (In Process)
HF Sinclair Corporation in its acquisition of Holly Energy Partners (In Process)
Queen’s Gambit Growth Capital, a SPAC, in its $345 million initial public offering of units
Switchback II Corporation, a SPAC, in its $316 million initial public offering of units
The Lion Electric Company, a leading designer, manufacturer and distributor of all-electric medium and heavy-duty urban vehicles, in its $1.9 billion combination with Northern Genesis Acquisition Corp., a SPAC
Tortoise Acquisition Corp., a SPAC sponsored by an affiliate of Tortoise Investments, LLC, in the $1 billion business combination with Hyliion Inc., a developer and manufacturer of electrified powertrain solutions for Class 8 commercial vehicles that significantly reduce emissions
TPG as majority holder of certain convertible preferred units of EnLink Midstream Partners in EnLink’s simplification transaction
Underwriters to Sunnova Energy International Inc. in its $168 million initial public offering of common stock
New Fortress Energy LLC in its $291 million initial public offering of Class A shares
Liberty Oilfield Services, Inc. in its $249 million initial public offering of common stock
TPG RE Finance Trust, Inc. in its $233 million initial public offering and multiple follow-on offerings
Rockpile Energy Holdings, a portfolio company of White Deer Energy, in the $284.5 million sale of RockPile Energy Services to Keane Group
Queen’s Gambit Growth Capital, a SPAC, in its $345 million initial public offering of units
Switchback II Corporation, a SPAC, in its $316 million initial public offering of units
Spartan Acquisition Corp. II, a SPAC, in its $345 million initial public offering of units
Rice Acquisition Corp., a SPAC, in its $232 million initial public offering of units
Decarbonization Plus Acquisition Corporation, a SPAC, in its $230 million initial public offering of units
Tortoise Acquisition Corp. II, a SPAC, in its $345 million initial public offering of units
Switchback Energy Acquisition Corporation, a SPAC, in its $300 million initial public offering of Class A common stock
The Lion Electric Company, a leading designer, manufacturer and distributor of all-electric medium and heavy-duty urban vehicles, in its $1.9 billion combination with Northern Genesis Acquisition Corp., a SPAC
Switchback Energy Acquisition Corporation, a SPAC sponsored by an affiliate of NGP Energy Capital Management, in its $2.4 billion business combination with ChargePoint, a leading electric vehicle charging network
Tortoise Acquisition Corp. II, a SPAC, in its $345 million initial public offering of units
Tortoise Acquisition Corp., a SPAC sponsored by an affiliate of Tortoise Investments, LLC, in the $1 billion business combination with Hyliion Inc., a developer and manufacturer of electrified powertrain solutions for Class 8 commercial vehicles that significantly reduce emissions
Spartan Energy Acquisition Corp., a SPAC, in its $552 million initial public offering of common units
Spartan Energy Acquisition Corp., a SPAC sponsored by an affiliate of Apollo Global Management, in its $1.75 billion business combination with Fisker Inc., a developer of eco-friendly electric vehicles
Sentinel Energy Services Inc., a SPAC, in its $345 million initial public offering of common stock
Vantage Energy Acquisition Corp., a SPAC, in its $552 million initial public offering of units
Underwriters to Silver Run Acquisition Corporation II, a SPAC, in its $1.035 billion initial public offering of units
CVR Refining, LP in its $690 million initial public offering of common units
Underwriters to 8point3 Energy Partners LP in its $420 million initial public offering of common units
Enviva Partners, LP in its $230 million initial public offering of common units
Dominion Midstream Partners, LP in its $423 million initial public offering of common units
Westlake Chemical Partners LP in its $311 million initial public offering of common units
Foresight Energy LP in its $350 million initial public offering of common units
Underwriters to USA Compression Partners, LP in its $198 million initial public offering of common units
Hi-Crush Partners LP in its $220 million initial public offering of common units
CVR Partners, LP in its $353 million initial public offering of common units
Double Eagle Energy Permian in its $2.8 billion sale of certain undeveloped acreage and producing oil and gas properties in the core of the Midland Basin to Parsley Energy
CVR Partners in the $533 million acquisition of Rentech Nitrogen Partners, creating a leading North American nitrogen fertilizer producer
Niska Gas Storage Partners in the $911.9 million sale of the company, a natural gas services provider and Riverstone Holdings portfolio company, to Brookfield Infrastructure
Foresight Reserves in the $1.37 billion sale of a significant economic interest in Foresight Energy, a coal producer, to Murray Energy
Hi-Crush Proppants in the drop down of Hi-Crush Augusta, owner of a 1,187-acre facility with integrated rail infrastructure and production capacity of 1.6 million tons of frac sand per year, to Hi-Crush Partners
Devon Energy Corp. in the $8.84 billion contribution of substantially all of its U.S. midstream business to Crosstex Energy and Crosstex Energy to form a consolidated midstream business controlled by Devon
Buckeye Partners in the $1.14 billion merger between Buckeye Partners and Buckeye GP Holdings
Credentials
- New York University School of Law, J.D., 2002
- The University of Texas, B.A., Latin American Studies with honors, 1999
- Legal 500 U.S., Finance: Capital Markets: Equity Offerings, 2015, and 2018–2023; “Next Generation Lawyer” in Finance: Capital Markets: Equity Offerings, 2019–2023; Finance: Capital Markets: Debt Offerings, 2020–2023
- Chambers USA, Capital Markets: Debt & Equity (Texas), 2017–2019, 2021–2023; “Up and Coming” in Capital Markets: Debt & Equity (Texas), 2016 and 2017; Capital Markets: Debt & Equity (Central United States)(Nationwide), 2019–2023; SPACs (Nationwide), 2021–2023
- Chambers Global, Capital Markets: Debt & Equity (Central United States)(USA), 2017–2023; SPACs (USA), 2022 and 2023
- The Best Lawyers in America© (BL Rankings, LLC), (Houston): Corporate Law, 2023 and 2024; Mergers & Acquisitions Law, 2024; Securities/Capital Markets Law, 2024
- Selected to the New York Metro Rising Stars list, Super Lawyers (Thomson Reuters), 2011–2017
- Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2013–2017
- IFLR1000, 2020–2022
- MergerLinks, Top Dealmakers: DeSPACs (North America), 2021
- Selected to the 500 Leading Dealmakers in America, Lawdragon, 2022
- Selected to the 500 Leading Energy Lawyers, Lawdragon, 2023
- Member: American Bar Association and New York State Bar Association
- New York
- Texas
- Colorado
- Rankings & AwardsAugust 21, 2023
- Deals & CasesAugust 16, 2023
- Deals & CasesAugust 16, 2023
- Deals & CasesJuly 3, 2023
- Rankings & AwardsJune 12, 2023
- Deals & CasesJune 8, 2023
- Rankings & AwardsJune 1, 2023
- Deals & CasesJune 1, 2023
- Deals & CasesMay 30, 2023
- InsightMarch 29, 2023
V&E SEC Update
- Rankings & AwardsMarch 17, 2023
- Deals & CasesMarch 6, 2023
- Rankings & AwardsFebruary 16, 2023
- Deals & CasesFebruary 14, 2023
- Deals & CasesJanuary 3, 2023
- InsightDecember 9, 2022
Published by University of Arkansas at Little Rock Law Review, Winter 2022, Vol. 45, Issue 2
- Event RecapNovember 15, 2022
- InsightOctober 11, 2022
V&E SEC Update
- Deals & CasesSeptember 26, 2022
- IFLR1000 2022 Recognizes Vinson & Elkins in 21 Practice Categories, Recommends 49 Individual LawyersRankings & AwardsAugust 25, 2022
- InsightAugust 22, 2022
V&E Tax Update
- Rankings & AwardsAugust 18, 2022
- Rankings & AwardsJune 16, 2022
- InsightJune 14, 2022
- InsightJune 14, 2022
V&E SEC Update
- Press ReleaseJune 14, 2022
- Rankings & AwardsJune 1, 2022
- InsightMay 31, 2022
V&E SPAC Update
- May 25, 2022
- Rankings & AwardsMay 10, 2022
- InsightMay 6, 2022
V&E SEC Update
- InsightApril 22, 2022
Published by The Texas Lawbook, April 4, 2022
- Rankings & AwardsApril 7, 2022
- InsightMarch 30, 2022
V&E SPAC Update
- Event RecapMarch 29, 2022
- Rankings & AwardsFebruary 17, 2022
- InsightJanuary 25, 2022
Published by The Texas Lawbook on January 11, 2022
- Deals & CasesJanuary 24, 2022
- Event RecapDecember 9, 2021
- Deals & CasesDecember 8, 2021
- Deals & CasesNovember 29, 2021
- Deals & CasesNovember 15, 2021
- Event RecapNovember 4, 2021
- Deals & CasesOctober 18, 2021
- Deals & CasesOctober 15, 2021
- Deals & CasesSeptember 20, 2021
- Event RecapSeptember 17, 2021
- InsightSeptember 13, 2021
- InsightSeptember 1, 2021
V&E SPAC Update
Published by the Harvard Law School Forum on Corporate Governance, September 3, 2021
- Press ReleaseAugust 27, 2021
- IFLR1000 2021 Recognizes Vinson & Elkins in 21 Practice Categories, Recommends 52 Individual LawyersRankings & AwardsAugust 25, 2021
- Deals & CasesAugust 12, 2021
- Deals & CasesJuly 28, 2021
- Deals & CasesJuly 28, 2021
- Deals & CasesJune 18, 2021
- Deals & CasesJune 15, 2021
- Deals & CasesJune 8, 2021
- Deals & CasesJune 7, 2021
- Deals & CasesJune 3, 2021
- Deals & CasesMay 26, 2021
- Deals & CasesMay 19, 2021
- Deals & CasesMay 12, 2021
- Rankings & AwardsMay 12, 2021
- Deals & CasesMay 11, 2021
- Deals & CasesMay 4, 2021
- InsightApril 9, 2021
V&E SPAC & Shareholder Litigation Update
- Deals & CasesMarch 26, 2021
- Deals & CasesMarch 19, 2021
- Deals & CasesMarch 9, 2021
- Rankings & AwardsFebruary 18, 2021
- Deals & CasesFebruary 11, 2021
- Deals & CasesFebruary 9, 2021
- Deals & CasesFebruary 8, 2021
- Deals & CasesFebruary 8, 2021
- Deals & CasesFebruary 5, 2021
- Deals & CasesJanuary 25, 2021
- Deals & CasesJanuary 22, 2021
- Deals & CasesJanuary 22, 2021
- Event RecapJanuary 13, 2021
- InsightJanuary 7, 2019
- InsightSeptember 14, 2018
- “SPAC Regulation – Past, Present and Future,” University of Arkansas at Little Rock Law Review, Winter 2022, Vol. 45, Issue 2 (co-author)
- “Market Update: Evolution of Midstream IPO Structures,” V&E Houston Office, September 12, 2018 (speaker)
- “MLP Transitions: Understanding the Process and Critically Evaluating the Long-Term Costs and Expected Benefits of Simplifications, Roll-ups and Conversions,” April 19, 2018 (speaker)
- “Energy Series CLE: MLP 101: Market Trends and Updates,” V&E Houston Office, October 17, 2017 (speaker)
- “Alternative Capital: 144A Equity Offerings and Special Purpose Acquisition Companies,” V&E Houston Office, February 22, 2017 (speaker)
- “LinnCo and LINN to Permit Partners to Exchange Into Corporate Blocker,” V&E Capital Markets and Tax Update E-Communication, March 24, 2016 (co-author)
- “Dramatic Changes to Partnership Audit Rules and Their Implications for Existing Partnerships,” V&E Tax Update E-communication, November 5, 2015 (co-author)
- “Retail Preferred Offerings Expand Outside of the Traditional E&P MLP Space,” V&E MLP Update E-communication, October 12, 2015 (co-author)
- “MLP 201,” Energy Series, November 18, 2014 (presenter)