Sarah H. Mitchell

Partner

Mergers & Acquisitions and Capital Markets

Overview

Sarah leads the Firm’s transactional insurance practice and counsels clients on insurance matters in complex corporate transactions. In connection with public and private M&A deals, private equity investments, tax equity investments, tax credit transfer deals, and securities offerings, Sarah advises on the use of representations & warranties insurance, tax insurance and other transactional risk insurance, the placement and run-off of D&O insurance, the transfer and retention of insurance assets, and other insurance matters. Sarah negotiates the terms of insurance policies and advises clients on the insurance aspects of all types of transactions. Sarah also advises clients on director and officer indemnification matters, as well as counseling policyholders with respect to insurance claims under representations & warranties insurance policies as well as other lines of commercial insurance.

Sarah has represented clients from a variety of industries, including private equity, energy, pharmaceutical, banking, life sciences, real estate, communications, retail, restaurant, hospitality, financial services, and manufacturing companies.

Experience Highlights

Enbridge (US) Inc. in its $1.2 billion acquisition of seven operating U.S. landfill gas-to-renewable natural gas facilities in Texas and Arkansas from Morrow Renewables
Brookfield Renewable Power in the approximately $1 billion acquisition of Scout Clean Energy from Quinbrook Infrastructure Partners
DigitalBridge in its acquisition of a controlling stake in Vertical Bridge Holdings, the largest private owner and operator of wireless communications infrastructure in the U.S.
Blackstone in its acquisition of Sabre Industries from The Jordan Company
Apollo Global Management in the acquisition of a majority interest in Total Operations and Production Services, a leading provider of gas compression services for the Permian Basin with a focus on electric driven compression systems that offer customers improved performance and reduced emissions, from Black Bay Energy Capital
The Sinclair Companies in the combination of Sinclair Oil’s refining, renewable diesel and logistics assets with those of HollyFrontier Corporation and Holly Energy Partners, L.P.
Tinicum in its acquisition of Watlow^®, a designer and manufacturer of complete thermal systems
TPG Growth and The Rise Fund in their majority investment in Greenhouse, a hiring software company
Mercuria Investments in the $169 million acquisition of Beyond6, an alternative fuels solution platform supporting the decarbonization of heavy-truck transportation, from HC2 Holdings (now Innovate Corp. (NYSE: VATE))
Caelus Natural Resources Alaska, a portfolio company of Apollo Global Management, in the sale of 100 percent of the Nuna discovery, located near the Oooguruk Field in Alaska, to ConocoPhillips Alaska

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Hygo Energy Transition in its $5 billion merger with New Fortress Energy
Quantum Energy Partners and Post Oak Energy Capital in the $3.6 billion sale of Oryx Midstream to Stonepeak Infrastructure Partners
Roan Resources in its $1 billion sale to Citizen Energy Operating, LLC, an affiliate of Warburg Pincus
The Carlyle Group in a $374 million investment commitment to Amp Solar Group, a Canadian-based global renewable energy platform, to support its growth in core markets in North America, Japan, Australia, Spain and the UK
Clovis Point Capital in a $40 million investment in NinjaCat, Inc., the leading all-in-one platform for marketing teams to store, report, monitor and analyze data at scale
Takkion Holdings, a subsidiary of funds managed by affiliates of Apollo Global Management, in connection with the acquisition of a majority interest in Transportation Partners & Logistics, a leading provider of logistics, transportation, and supply chain management solutions serving renewable energy and industrial markets
Kibo, a leader in cloud commerce solutions and a Vista Equity Partners portfolio company, in its acquisition of Certona, a provider of real-time, AI-driven omnichannel personalization software solutions
Morgan Stanley Energy Partners its acquisition of Specialized Desanders, a provider of sand management solutions to the oil and gas industry

Represented a private equity buyer of a gas-fired power plant on a R&W insurance claim for breaches of financial statements representations
Represented a private equity portfolio company in the financial services industry on a R&W insurance claim involving a third-party demand that alleged non-compliance with law
Represented a private equity portfolio company in the technology space on a R&W insurance claim for breaches of material contracts and customer representations
Represented a private equity buyer and its portfolio company in the midstream energy space on a R&W insurance claim for breaches of condition of assets representations
Represented a private equity portfolio company in the manufacturing space on a R&W insurance claim in connection with a bolt-on acquisition for breaches of the labor and employment representations

Represented operator of solar power plant in claim under general liability insurance policies
Represented pharmaceutical company in connection with working capital arbitration and related indemnification claims under master purchase agreement, resulting in $700 million settlement in favor of client
Represented Houston museum in Hurricane Harvey claim under property and business interruption insurance policy
Represented major pharmaceutical company as insured in a suite of 10 ad-hoc arbitrations concerning a denial of coverage in a pharmaceutical-related insurance policy excess tower

Capabilities

Credentials

Education

Harvard Law School, J.D., 2008 (Staff, Journal of Law and Gender)
Vanderbilt University, B.A., Spanish, Honors in the College of Arts and Sciences, magna cum laude, 2005 (Phi Beta Kappa)

Admissions

New York
Texas
U.S. Court of Appeals for the Third Circuit
U.S. District Courts for the Southern and Eastern Districts of New York
U.S. District Courts for the Northern, Southern, Eastern, and Western Districts of Texas

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“Are We ‘Walking the Walk’ or just ‘Talking the Talk’ on R&W Claims?,” Aon’s M&A and Transaction Solutions Symposium, January 30, 2024 (panelist)
“O&G M&A Trends; Representation and Warranty Insurance in O&G Deals,” Dallas Bar Association Energy Section, 38^th Annual Review of Energy Law, August 17, 2023 (panelist)
“Ask an Underwriter Anything: What M&A Deal Professionals and Their Advisors Most Want to Know,” Aon M&A and Transaction Solutions Symposium, January 31, 2023 (co-moderator)
“Recent Trends in Representations and Warranties Insurance,” Dallas Bar Association M&A Section, May 11, 2021 (panelist)
“Everything You Want to Know About Insurance But Were Afraid to Ask,” Association for Corporate Growth’s Strategic Acquirer Summit, November 4, 2019 (panelist)
“Claims Session: The Claim Settlement Process,” Transaction Insurance Insights Conference – Hosted by Advisen, January 30, 2019 (panelist)
“The Nuts and Bolts of Representations and Warranties Insurance in M&A Transactions,” September 5, 2018 (panelist)
“Insuring M&A Transactions,” September 5, 2018 (panelist)
“Representations and Warranties Insurance in Energy M&A: An Old Product Gets a New Look,” V&E Houston Office, April 11, 2018 (panelist)
“September 1 Changes to Texas Insurance Law for Property Claims Following Hurricane Harvey,” V&E Property Insurance Law Update E-communication, August 30, 2017 (co-author)
“Thoughts for Officers and Directors of E&P Companies and MLPs in 2016,” V&E website, January 19, 2016 (co-author)
“The Latest on Reinsurance Litigation, Arbitration and Risk Management,” Perrin Conferences Emerging Insurance Coverage & Allocation Issues in 2012 CLE Presentation, February 23, 2012 (co-authored)
“Chapter 31: Notice of Accident, Claim or Suit,” New Appleman Law of Liability Insurance, Matthew Bender, 2011 (co-authored)
“Changing Politics of Asbestos Bankruptcies,” HB Asbestos Bankruptcy Current Trends & Future Outlook CLE Presentation, October 6, 2010 (co-authored)
“How Bankruptcies Are Continuing to Change the Landscape of Asbestos Litigation and How to Implement Strategies in Response,” American Conference Institute 11th Annual Advanced Forum on Litigating & Managing Asbestos Claims CLE Presentation, April 21, 2010 (co-authored)
“Ensuring Insurer Standing to Object to Reorganization,” Law360, Guest Expert Column, August 31, 2009
“The Effect of Supreme Court Patent Jurisprudence on Copyright Law,” American Bar Association Intellectual Property Law Section Annual Conference CLE Presentation, April 4, 2009 (co-authored)

Recognitions

The Best Lawyers in America© (BL Rankings, LLC), Insurance Law (Dallas), 2025–2027
MergerLinks, Top Mid Cap M&A Lawyers in North America, 2023
Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2023