Ashley Burns Muehlberger
Associate
Ashley is an Associate in the Corporate section of the Houston office. Ashley’s practice focuses on public and private mergers and acquisitions transactions primarily involving companies in the energy industry. Her experience includes forming joint venture companies, drafting and negotiating purchase and sale agreements, merger agreements, joint venture agreements, limited liability company agreements, partnership agreements, gas gathering agreements, processing agreements, and transportation agreements. Ashley has experience working on the foregoing matters for oil and gas shale properties, including the Barnett Shale, Eagle Ford Shale, Marcellus Shale, Niobrara Shale, and Haynesville Shale plays.
Ashley also advises clients regarding periodic SEC reporting, corporate governance and compliance matters.
Representative Experience
Recent Energy Work
- Representation of private oil and gas company in its acquisition of certain oil and gas assets in Alaska from large publicly held oil and gas company for $375 million
- Representation of public oil and gas company in its sale of Eagle Ford Shale oil and gas properties for $100 million
- Representation of private midstream oil and gas company in connection with a $1 billion joint venture involving a south Texas crude oil and condensate gathering and transportation pipeline system
- Representation of a large midstream gathering and processing MLP in negotiating gas gathering agreements and gas processing agreements in the Eagle Ford Shale, Marcellus Shale, Niobrara Shale, Haynesville Shale and Utica Shale plays in connection with its acquisition of $2.7 billion of assets from a publicly held energy company
- Representation of private oil and gas company in its sale of its shallow water Gulf of Mexico shelf oil and natural gas interests to independent oil and gas E&P company for $550 million
- Representation of private oil and gas company with significant Mid Continent leasehold positions in Oklahoma and Texas in merger with major public oil and gas company for $2.8 billion
- Representation of independent power producer in its acquisition of a 760 MW natural gas-fired combined cycle power plant in Mississippi
- Representation of large oil refiner in a $7 billion merger of equals
- Representation of Houston-based drilling company in the sale of its land drilling division for $510 million
- Representation of large public oil company in its $3.9 billion acquisition of an offshore oil company for cash and stock consideration
- Representation of energy-focused private equity firm in its acquisition of all of the Series A interest in the GP of a publicly traded MLP for approximately $100 million
Other Recent M&A Work
- Representation of one of the world's largest automakers in the acquisition of one of the nation's leading independent auto finance companies in connection with a $3.5 billion all-cash transaction
- Representation of global provider of oilfield products and services in its acquisition of privately held isotopic analysis company for cash and stock consideration
Recent Compliance and Special Committee Work
- Representation of special committees of boards of directors of several midstream MLPs in connection with certain transactions, including the acquisition of certain tangible assets and real property located in the Eagle Ford Shale play; the acquisition of gathering and processing assets in South and Central Texas; the acquisition of interests in the East Texas gathering system; the acquisition of certain crude oil storage tanks and related real property; and the acquisition of certain midstream assets in the Haynesville and Bossier Shale plays
- Assists directors and officers and 10% shareholder clients with Section 16 and Section 13 reporting and compliance matters
Recent Capital Markets Work
- Representation of underwriters in connection with a $195 million IPO of an NYSE-listed retail fuel distribution master limited partnership
- Representation of underwriters in follow-on offering by MLP of $650 million aggregate principal amount of 4.875% Notes due 2021
- Representation of issuer in registered public offering of 4,140,000 shares of common stock for $125.5 million
- Representation of issuer in private placement of $115 million of Convertible Senior Notes and concurrent registered public offering of common stock
- Representation of issuers and underwriters in numerous public equity and debt financings, including master limited partnerships (MLPs)
Publications
- Recent Ruling Allows a Shareholder Lawsuit to Proceed After a Negative Say-on-Pay Vote: Quirk or Harbinger? (October 6, 2011)
- DC Circuit’s Proxy Access Decision to Stand, but SEC to Allow “Private Ordering” of Proxy Access (September 20, 2011)
- Oil and Gas Companies Should Expect Increased SEC Scrutiny of Operations and Reserves (September 6, 2011)
- PCAOB Floats Possibility of Mandatory Audit Firm Rotation Financial Fraud Report (January 2012) (August 31, 2011)
- DC Circuit Panel Vacates Proxy Access Rule (July 28, 2011)
- PCAOB Considers Changes to Standards for Auditors’ Reports on Audited Financial Statements Financial Fraud Report (November/December 2011) (July 6, 2011)
- SEC Proposes Rules for Compensation Committees and Compensation Advisers (April 21, 2011)
- SEC Proposes Rules to Implement the Dodd-Frank Act’s Mine Safety Disclosure Requirements (January 25, 2011)
- SEC Proposes Disclosure Rules for Payments by Resource Extraction Issuers (January 13, 2011)
- SEC Issues Interpretive Guidance Regarding Liquidity and Capital Resources Disclosures (October 20, 2010)
- SEC Proposes Enhanced Short-Term Borrowing Disclosure Rules (October 20, 2010)
- SEC Proposes Amendments to Issuer Repurchase Rule (February 16, 2010)
