Sarah K. Morgan
First Avenue Plaza
44 Cook Street
Suite 320
Denver, CO 80206
Texas Tower
845 Texas Avenue
Suite 4700
Houston, Texas 77002
Sarah Morgan co-heads V&E’s Mergers & Acquisitions and Capital Markets practice group. She has an extensive corporate practice, advising on capital-raising transactions, mergers and acquisitions and other strategic transactions. Sarah represents public companies, private companies, investment banks, management teams, private equity in all forms of capital-raising transactions, including IPOs, registered offerings and 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 also counsels companies and boards of directors in M&A transactions, take privates and other complex corporate transactions, including significant experience regarding complex carveout or spin-off transactions and SPAC combinations. She advises clients, including public companies and their boards of directors, on securities disclosure, corporate governance and compliance matters and a broad range of ESG issues and related risks.
Sarah has been selected to the BTI Client Service All-Stars list multiple times, as well as named “Most Effective Dealmaker” by Texas Lawyer, and is well known as a “super sharp and knowledgeable lawyer who regularly handles complicated deals” (Chambers interviewee comments). A client mentions, “She has a deep knowledge of complex capital markets transactions. She stays ahead of the curve on deals and anticipates problems before they arise” (Chambers USA 2024). Her extensive knowledge of securities law has been recognized by Chambers USA (nationwide and in Texas for Debt and Equity Capital Markets), Legal 500 US, LawDragon500, IFLR100, Best Lawyers in America and Super Lawyers (Texas Rising Star), among others. Sarah also has significant experience in the energy industry, particularly with respect to energy transition industry verticals, and was named one of the “25 Most Influential Women in Energy” by Oil & Gas Investor. She is also an advisory board member of Greentown Labs Houston and a member of the Capital Formation Committee of the Greater Houston Partnership’s (GHP) Houston Energy Transition Initiative (HETI) and a contributing author of HETI’s white paper on the Energy Transition in Houston. Sarah serves as a sponsor member of the Houston chapter of WCD (Women Corporate Directors) and also serves on the executive committee and the board of directors of the Boys & Girls Club of Greater Houston.
Experience Highlights
Fervo Energy, a geothermal development company, in its $244 million Series D capital raise
Crestwood Equity Partners in the $7.1 billion sale of the company to Energy Transfer in an all-equity transaction
MN8 Energy, Inc. in its initial public offering of common stock (In Registration)
Sunpro Solar, a residential solar company, in its $865 million sale to ADT
Live Oak Acquisition Corp. II, in its $1.4 billion business combination with Navitas Semiconductor, the industry leader in Gallium nitride power ICs
Underwriters to Archaea Energy Inc., a renewable natural gas company, in a $265 million public offering of Class A common stock by a selling stockholder
TPG Pace Tech Opportunities, 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.
Venator Materials PLC in its $522 million initial public offering of ordinary shares by a selling shareholder and separation from Huntsman Corporation
Occidental Petroleum Corporation in its spin-off of California Resources Corporation
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)
MN8 Energy, Inc. in its initial public offering of common stock (In Registration)
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
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
More than 50 initial public offerings (issuer and underwriter representation)
Tallgrass Energy Partners, LP in its $600 million offering of senior notes
HighPeak Energy, Inc. in its $225 million offering of senior notes
California Resources Corporation in its $600 million offering of senior notes
Blue Racer Midstream, LLC in its $600 million offering of senior notes
A large international energy company in its $1.5 billion investment grade 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
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
Crestwood Equity Partners in the $7.1 billion sale of the company to Energy Transfer in an all-equity transaction
Sunpro Solar, a residential solar company, in its $865 million sale to ADT
TPG Pace Tech Opportunities, in its $1.7 billion business combination with Nerdy Inc., a direct-to-consumer platform for live online learning
TPG Pace Beneficial Finance in its $1.4 billion business combination with EVBox, a leading global provider of smart charging solutions for electric vehicles (terminated)
HighPeak Energy Partners, LP, an oil and gas exploration and production company, and its affiliates in a $900 million business combination with Pure Acquisition Corp.
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 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.
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
- Texas Lawyer, Texas Legal Awards, “Most Effective Dealmaker,” 2022
- Selected to the “25 Influential Women in Energy” list, Oil & Gas Investor, 2022
- Selected to the BTI Client Service All-Stars list, 2016 and 2022
- Chambers Global, Capital Markets: Debt & Equity (Central USA), 2022–2024
- Chambers USA, Capital Markets: Debt & Equity (Central United States)(Nationwide), 2021–2024; Capital Markets: Debt & Equity (Texas), 2021–2024
- The Best Lawyers in America© (BL Rankings, LLC), Mergers & Acquisitions Law (Houston), 2024 and 2025; Securities / Capital Markets Law, 2025
- IFLR1000, 2020–2023
- Legal 500 U.S., Finance: Capital Markets: High-Yield Debt Offerings, 2016 and 2022-2024; Finance: Capital Markets: Debt Offerings, 2022-2024; Finance: Capital Markets: Equity Offerings, 2022-2024; M&A/Corporate & Commercial: M&A: Large Deals ($1 Billion plus), 2022-2024; M&A/Corporate & Commercial: Private Equity Buyouts, 2023 and 2024
- Selected to the 500 Leading Dealmakers in America, Lawdragon, 2022 and 2024; Selected to the 500 Leading Lawyers in America, Lawdragon, 2022–2024 and Selected to the 500 Leading Energy Lawyers, Lawdragon, 2023
- Selected to the Texas Rising Stars list, Super Lawyers (Thomson Reuters), 2010–2012 and 2014–2019
- Adviser: Greentown Labs Advisory Board
- Member of Houston Energy Transition Initiative (HETI) Capital Formation Committee
- Sponsor member of the Houston chapter of WCD (Women Corporate Directors)
- Member of the executive committee and the board of directors of the Boys & Girls Club of Greater Houston
- Member: Houston Bar Association
- Admitted only in Texas
- Colorado Application Pending
- Press ReleaseOctober 31, 2024
- Rankings & AwardsOctober 21, 2024
- InsightOctober 17, 2024
V&E Securities & ESG Update
- Deals & CasesAugust 27, 2024
- InsightJune 21, 2024
V&E ESG Update
- Rankings & AwardsJune 12, 2024
- Deals & CasesJune 7, 2024
- Rankings & AwardsJune 6, 2024
- Event RecapJune 5, 2024
- Deals & CasesApril 1, 2024
- InsightMarch 28, 2024
- Deals & CasesMarch 25, 2024
- Event RecapMarch 19, 2024
- InsightMarch 15, 2024
V&E SEC Update | Originally Published March 7, 2024
- InsightMarch 14, 2024
V&E ESG Update
- Deals & CasesMarch 8, 2024
- Deals & CasesMarch 6, 2024
- Deals & CasesFebruary 29, 2024
- Rankings & AwardsFebruary 15, 2024
- InsightFebruary 2, 2024
V&E SEC Update | Originally Published January 22, 2024
- Deals & CasesJanuary 23, 2024
- InsightJanuary 3, 2024
Published by Westlaw Today
- Event RecapOctober 31, 2023
- Rankings & AwardsOctober 26, 2023
- InsightOctober 12, 2023
- InsightOctober 11, 2023
V&E Environmental Update | Originally Published September 27, 2023
- Event RecapAugust 31, 2023
- Rankings & AwardsAugust 21, 2023
- Deals & CasesAugust 16, 2023
- InsightJuly 26, 2023
V&E Cybersecurity Update
- Deals & CasesJuly 21, 2023
- Rankings & AwardsJuly 14, 2023
- InsightJuly 12, 2023
V&E Securities & ESG Update
- Event RecapJune 14, 2023
- Rankings & AwardsJune 12, 2023
- InsightJune 5, 2023
- Rankings & AwardsJune 1, 2023
- InsightMay 8, 2023
V&E SEC Update
- InsightApril 7, 2023
- InsightApril 3, 2023
V&E Securities & ESG Update
- Rankings & AwardsMarch 17, 2023
- Deals & CasesMarch 8, 2023
- Rankings & AwardsFebruary 16, 2023
- InsightJanuary 31, 2023
V&E Finance Update
- Rankings & AwardsJanuary 17, 2023
- Deals & CasesNovember 22, 2022
- Event RecapNovember 17, 2022
- Event RecapNovember 15, 2022
- InsightNovember 7, 2022
V&E SEC Update
- Deals & CasesOctober 17, 2022
- InsightOctober 11, 2022
- InsightOctober 6, 2022
- InsightSeptember 13, 2022
V&E SEC Update
- Event RecapSeptember 13, 2022
- IFLR1000 2022 Recognizes Vinson & Elkins in 21 Practice Categories, Recommends 49 Individual LawyersRankings & AwardsAugust 25, 2022
- Deals & CasesAugust 4, 2022
- Rankings & AwardsJuly 26, 2022
- 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 by The Texas Lawbook on January 11, 2022
- InsightDecember 20, 2021
Published by NYSE Inside the Ice House
- Deals & CasesNovember 9, 2021
- Deals & CasesSeptember 27, 2021
- InsightJanuary 25, 2021
- “Houston’s Energy Transition Moment,” The Texas Lawbook, February 13, 2023 (co-author)
- “Ask The Expert: Board Oversight of Climate Risk and Opportunity,” Latino Corporate Directors Association Annual Convening, October 25, 2022 (panelist)
- “Net Zero Workshop,” V&E Houston Office, October 19, 2022 (speaker)
- “Implementation of the IRA and Credits Addressed,” Women Corporate Directors Chapter Meeting, October 18, 2022 (speaker)
- “AgTech & Sustainable Food Private Company IPO Readiness Conference,” September 27, 2022 (speaker)
- “Energy Roundtable Discussion: What the Inflation Reduction Act Means for the Energy Industry,” Women Corporate Directors’ (WCD) Annual Global Institute Conference, September 13, 2022 (moderator)
- “Corning, Polaris Pressed on Climate Reporting as SEC Wraps Rules,” Bloomberg Law, September 7, 2022 (quoted)
- “Energy Transition Roundtable,” Houston Chapter CleanTech Leaders Roundtable Dinner, September 6, 2022 (moderator)
- “Texas Powerhouse: Vinson & Elkins,” Law360, August 12, 2022 (quoted)
- “Women in Energy: Sarah Morgan, Vinson & Elkins,” Oil and Gas Investor, August 1, 2022 (speaker)
- “SPAC Overview and Market Update,” Texas General Counsel Forum’s Statewide Virtual CLE Program, May 12, 2022 (speaker)
- “The SPAC Life Cycle: Business, Legal and Accounting Considerations,” Practising Law Institute, April 19, 2022 (speaker)
- “M&A Experts Answer Big Question of Upstream Consolidation,” Hart Energy, April 6, 2022 (panelist)
- “Vinson & Elkins Partner Morgan on Returning Market Windows at IPO Edge Going-Public Bootcamp,” IPO Edge, March 30, 2022 (speaker)
- “2021 Capital Markets in Texas: An Extraordinary Year ‘Across the Board’,” The Texas Law Book, March 16, 2022 (quoted)
- “A Conversation with S&P Global Ratings on Sustainable Finance,” V&E Houston Office, March 10, 2022 (moderator)
- “Risks and Rewards of the Energy Transition,” Credit Sussie’s 27th Annual Energy Summit, March 1, 2022 (panelist)
- “Capital Markets Will Power the Energy Evolution,” The Texas Lawbook, January 11, 2022 (co-author)
- “Vinson & Elkins Partner Sarah Morgan Offers a Lawyer’s View of the Energy Transition,” Inside the ICE House: Apple Podcast, December 20, 2021 (podcast)
- Washington, D.C. WCD Chapter Meeting, November 16, 2021 (speaker)
- Financial Times, October 28, 2021 (author)
- “Changing the Playing Field: Implications of US Financial Policy for M&A Outlook,” Financial Times, October 28, 2021 (panelist)
- “Discussion on The US M&A Landscape in a Shifting Policy Environment,” Financial Times Live, October 13, 2021 (panelist)
- “SPAC to the Future 2,” June 16, 2021 (speaker)
- “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)