
Sarah K. Morgan

Texas Tower
845 Texas Avenue
Suite 4700
Houston, Texas 77002





Sarah Morgan co-heads V&E’s Mergers & Acquisitions and Capital Markets practice group and is a member of the firm’s partnership admissions committee. She is an experienced securities lawyer who focuses on capital-raising transactions for clients in the energy industry and other sectors. Sarah represents public companies, private companies, investment banks, management teams and private equity in all forms of capital-raising transactions, including IPOs, registered offerings of debt and equity securities, private placements of debt and equity securities, preferred equity investments, at-the-market continuous offering programs (ATMs), tender offers, exchange offers and private debt exchanges. She advises clients, including public companies and their boards of directors, on securities disclosure, corporate governance and compliance matters and ESG matters.
She also advises companies and private equity funds concerning mergers, acquisitions, disposition and separation transactions, including significant experience regarding combinations with Special Purpose Acquisition Companies (SPACs) and spin-off transactions.
A highly skilled practitioner, Sarah has extensive knowledge of securities law and has been recognized by Chambers USA (nationwide and in Texas for Debt and Equity Capital Markets) and Legal 500 US, and she has been named a Texas Rising Star by Super Lawyers. She was also selected to be included in the BTI Client Service All-Stars list. An interviewee cited in her Chambers 2021 profile described Sarah as a “fierce advocate for her clients” and a “tremendous lawyer.”
Sarah serves as a sponsor member of the Houston chapter of WCD (Women Corporate Directors). She also serves on the board of directors of the Boys & Girls Club of Greater Houston.
Experience Highlights
Sunpro Solar in its $865 million sale to ADT
Live Oak Acquisition Corp. II, a SPAC, in its $1.4 billion business combination with Navitas Semiconductor, the industry leader in Gallium nitride power ICs
Live Oak Mobility Acquisition Corp., a SPAC, in its $253 million initial public offering of units
TPG Pace Tech Opportunities, a SPAC, in its $1.7 billion business combination with Nerdy Inc., a direct-to-consumer platform for live online learning
Rice Acquisition Corp., a SPAC, in its $232 million initial public offering of units
HighPeak Energy Partners, LP and its affiliates in a $900 million business combination with Pure Acquisition Corp., a SPAC
Venator Materials PLC in its $522 million initial public offering of ordinary shares by a selling shareholder and separation from Huntsman Corporation
A large international energy company in its $1.5 billion investment grade offering of senior notes
TPG in its $2.66 billion acquisition of assets from EnerVest in a SPAC business combination
Routinely advises publicly traded companies on 1933 Act and 1934 Act compliance, listing exchange requirements, and ESG matters (including corporate governance and board of directors matters)
Berry 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
Quintana Energy Services Inc. in its $96 million initial public offering of common stock
Covey Park Energy LLC in its $225 million private placement of Series A preferred units to fund in part Covey Park’s acquisition of properties in the Haynesville Shale from Chesapeake Energy Corporation
BP Midstream Partners LP in its $765 million initial public offering of common units
Venator Materials PLC in its $522 million initial public offering of ordinary shares by a selling shareholder and separation from Huntsman Corporation
Underwriters to Tallgrass Energy GP, LP in its $1.4 billion initial public offering of common units
Spark Energy Inc. in its $54 million initial public offering of common stock
Underwriters to USD Partners LP in its $155 million initial public offering of common units
Underwriters to Tallgrass Energy Partners, LP in its $314 million initial public offering of common units
Susser Petroleum Partners LP in its $224 million initial public offering of common units
Forum Energy Technologies, Inc. in its $436 million initial public offering of common stock
Pacific Drilling S.A. in its $57 million initial public offering of common stock
QR Energy, LP in its $355 million initial public offering of common units
California Resources Corporation in its $600 million offering of senior notes
Blue Racer Midstream, LLC in its $600 million offering of senior notes
Underwriters to Tallgrass Energy Partners, LP in its $750 million offering of senior notes
Underwriters to Sunoco LP in its $800 million offering of senior notes
Plains All American Pipeline, L.P. in its $750 million public offering of investment grade senior notes
Underwriters to Rockies Express Pipeline LLC in its $750 million offering of senior notes
Magnolia Oil & Gas Operating LLC in a $400 million unsecured notes offering
Underwriters to Rockies Express in its $550 million offering of senior notes
Underwriters to Tallgrass Energy Partners, LP in its $500 million offering of senior notes
A large international energy company in its $1.5 billion investment grade offering of senior notes
Covey Park Energy LLC in its $175 million offering of senior notes
Covey Park Energy LLC in its $450 million offering of senior notes
Nexeo Solutions, Inc in its $175 million offering of senior notes
TPG Pace Tech Opportunities, a SPAC, in its $1.7 billion business combination with Nerdy Inc., a direct-to-consumer platform for live online learning
HighPeak Energy Partners, LP and its affiliates in a $900 million business combination with Pure Acquisition Corp., a SPAC
Sale of $400 million convenience store business to a large convenience store chain
TPG in its $2.66 billion acquisition of assets from EnerVest in a SPAC business combination
KLR Energy Acquisition Corp. in the $445 million combination with Tema Oil and Gas Company to form Rosehill Resources in a SPAC business combination
Nexeo Solutions, a chemicals and plastics distributor and TPG Capital portfolio company, in its $1.575 billion merger with WL Ross Holdings Corp. in a SPAC business combination
A large international energy company in the spin-off of its California oil and gas business into an independent and separately traded company
Energy XXI in its $2.3 billion acquisition of EPL Oil & Gas, Inc., creating the largest publicly traded independent oil and gas producer on the Gulf of Mexico Shelf
AIM Midstream Holdings in the $50 million sale of 90% of its ownership interest in the general partner of American Midstream Partners and 100% of its subordinated units of American Midstream Partners to High Point Infrastructure Partners
Caiman Energy II in the $1.5 billion joint venture with Dominion to provide midstream services to natural gas producers operating in the Utica shale
Caiman Energy in the $2.5 billion sale of Caiman Eastern Midstream, LLC, a gas and liquids processing company focused in the Marcellus Shale, to Williams Partners
Frontier Drilling in the $2.16 billion merger of the independent drilling company with Noble Corporation, an offshore drilling contractor
Credentials
- University of Virginia School of Law, J.D., 2004 (Articles Development Editor, Virginia Journal of Law and Politics, 2003–2004)
- Rice University, B.A., 2001
- Selected to the “25 Influential Women in Energy” list, Oil & Gas Investor, 2022
- Selected to the 500 Leading Dealmakers in America, Lawdragon, 2022
- Selected to the 500 Leading Lawyers in America, Lawdragon, 2022
- Chambers Global, Capital Markets: Debt & Equity (Central USA), 2022
- Chambers USA, Capital Markets: Debt & Equity (Central United States)(Nationwide), 2021 and 2022; Capital Markets: Debt & Equity (Texas), 2021 and 2022
- IFLR1000, 2020 and 2021
- Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2010–2012 and 2014–2019
- Legal 500 U.S., Capital Markets: High-Yield Debt Offerings, 2016
- Selected to the BTI Client Service All-Stars list, 2016 and 2022
- Member: Houston Bar Association; Houston Young Lawyers Association
- Texas
- Rankings & AwardsJune 16, 2022
- InsightJune 14, 2022
V&E SEC Update
- Rankings & AwardsJune 1, 2022
- InsightMay 26, 2022
V&E ESG Update
- Press ReleaseMay 26, 2022
- Rankings & AwardsMay 10, 2022
- Proposed SEC Climate Disclosures: An Overview of the Proposed Rule and What Companies Need to Do NowInsightApril 11, 2022
- Event RecapApril 8, 2022
- InsightMarch 31, 2022
- Event RecapMarch 29, 2022
- Deals & CasesMarch 25, 2022
- InsightMarch 23, 2022
- InsightMarch 11, 2022
V&E SEC Update
- Rankings & AwardsFebruary 21, 2022
- Rankings & AwardsFebruary 17, 2022
- InsightJanuary 25, 2022
Published in The Texas Lawbook on January 11, 2022
- InsightDecember 20, 2021
Published in NYSE Inside the Ice House
- Deals & CasesNovember 9, 2021
- Event RecapNovember 4, 2021
- Deals & CasesOctober 25, 2021
- Deals & CasesOctober 20, 2021
- Deals & CasesOctober 12, 2021
- Deals & CasesSeptember 27, 2021
- Deals & CasesSeptember 20, 2021
- InsightSeptember 13, 2021
- Deals & CasesSeptember 7, 2021
- Press ReleaseAugust 27, 2021
- IFLR1000 2021 Recognizes Vinson & Elkins in 21 Practice Categories, Recommends 52 Individual LawyersRankings & AwardsAugust 25, 2021
- Rankings & AwardsJuly 15, 2021
- Deals & CasesJune 18, 2021
- Rankings & AwardsMay 12, 2021
- InsightApril 9, 2021
V&E SPAC & Shareholder Litigation Update
- Deals & CasesMarch 4, 2021
- Deals & CasesJanuary 29, 2021
- InsightJanuary 25, 2021
- Deals & CasesJanuary 20, 2021
- Event RecapJanuary 13, 2021
- Deals & CasesDecember 23, 2020
- Deals & CasesDecember 22, 2020
- Deals & CasesDecember 10, 2020
- InsightNovember 24, 2020
- Deals & CasesOctober 28, 2020
- Deals & CasesOctober 26, 2020
- InsightOctober 14, 2020
V&E ESG Update
Published in Law360 - Rankings & AwardsOctober 2, 2020
- Deals & CasesSeptember 16, 2020
- Event RecapSeptember 15, 2020
- InsightSeptember 3, 2020
V&E SEC Update
- InsightSeptember 3, 2020
V&E SEC Update
- Event RecapAugust 13, 2020
- InsightJuly 31, 2020
- Event RecapJuly 30, 2020
- Deals & CasesJuly 16, 2020
- Deals & CasesMay 4, 2020
- InsightApril 21, 2020
- Event RecapApril 2, 2020
- Event RecapMarch 16, 2020
- Deals & CasesFebruary 20, 2020
- InsightJanuary 1, 2020
- V&E+September 10, 2018
- “The Year of the SPAC: Alternative Form of Financing SPACs,” The Austin CFO Leadership Council, February 11, 2021 (speaker)
- “The Gatekeepers’ Course: Navigating Evolving Trends in Corporate Governance and Compliance,” V&E Houston Office, June 12, 2019 (speaker)
- “The Gatekeepers’ Course: Navigating Evolving Trends in Corporate Governance and Compliance,” V&E Dallas Office, June 5, 2019 (speaker)
- “The Gatekeepers’ Course: Navigating Evolving Trends in Corporate Governance and Compliance,” V&E Austin Office, May 28, 2019 (speaker)
- “Kayo Womens Energy Summit,” April 16, 2019 (speaker)
- “Building and Overseeing Effective Compliance and Corporate Governance,” January 30, 2019 (speaker)
- “2018 Kayo Women’s Energy & Resources Summit,” June 13, 2018 (speaker)
- “Energy Series CLE: MLP 101: Market Trends and Updates,” V&E Houston Office, October 17, 2017 (speaker)
- “E&P: M&A and Opportunities for Investment,” 2017 Kayo Women’s Energy Investment Conference, June 12, 2017
- “Financing the Industry: Current Trends and Considerations,” Women’s Energy Network National Conference, April 26-28, 2017 (moderator)
- “Alternative Capital: 144A Equity Offerings and Special Purpose Acquisition Companies,” V&E Houston Office, February 22, 2017 (speaker)
- “Preparing for an IPO: Market Update, Process and Timeline,” V&E’s Houston Office, November 9, 2016 (speaker)
- “Thoughts for Officers and Directors of E&P Companies and MLPs in 2016,” V&E website, January 19, 2016 (co-author)
News & Insights
V&E SEC Update
V&E ESG Update