By Claire Poole
(Aug. 31) – Houston corporate lawyers Robin Fredrickson and Jeff Muñoz of Latham & Watkins were driving to an early Fourth of July dinner with friends and clients in Austin last year when they received a call.
ArcLight Capital Partners wanted its portfolio company, Bruin E&P Partners, to buy 104,000 acres in North Dakota’s Williston Basin owned by Houston-based Halcón Resources for $1.4 billion. The Boston-based private equity firm said the deal required urgency. Fredrickson and Muñoz needed to have the necessary paperwork done in a matter of days.
The couple – partners in law and life – cut the trip short and drove back to Houston the next morning. Muñoz drove while Fredrickson drafted the documents on her laptop.
“Quit jerking the car,” Fredrickson told her partner.
“But the road is curvy,” Muñoz answered.
The duo had the legal documents ready for ArcLight by that Sunday night and the deal was announced less than a week later on July 11. In fact, the transaction actually closed by the Sept. 7 deadline, even though Houston was thrown into complete chaos for weeks in August because of Hurricane Harvey and the subsequent massive flooding in the city.
Fredrickson and Muñoz are the dealmaking power couple in the oil patch. Since 2012, they have represented energy companies and private equity firms in more than 100 big-dollar, complex mergers, acquisitions and joint ventures with a combined deal value of $60 billion, according to Latham.
“They are super smart, business-oriented lawyers who have a lot of experience,” says former Consol Energy/CNX Gas corporate counsel Ryan Purpura, who is now a partner at McGuireWoods. “They know how to get things done.”
Fredrickson has been busy so far this year. Recent deals she’s handled include:
• Advising Riverstone Holdings on its $1.6 billion purchase of Lucid Energy Group II;
• Representing Total on its $339 million acquisition with Statoil of a 60 percent interest in the Gulf of Mexico’s North Platt discovery from bankrupt Cobalt International Energy;
• Counseling Global Infrastructure Partners on its $3.12 billion purchase of Devon Energy’s interests in the EnLink midstream entities; and
• Advising Hess Corp. on its agreement in June to sell Utica shale assets in Ohio it owned with CNX Resources Corp. to Ascent Resources-Utica for $800 million.
Muñoz has been equally busy. In May, he represented Morgan Stanley Infrastructure unit North Haven Infrastructure Partners II on the purchase of the Delaware Basin units of Old Ironsides-backed Brazos Midstream for $1.75 billion.
“We’ve worked on a lot of deals together,” Fredrickson says. “It just depends on whether it needs to be done super fast.”
Adds Muñoz: “The only time we work on deals together is when they’re really big or really fast.”
They often split up the work on deals so they can do them faster – and so that neither one of them is working for the other, he says.
“Usually the client will email us both to see which one has the time,” Fredrickson says.
Michelle Hicks, an assistant general counsel at Exelon unit Constellation in Houston, has known the couple since they were at Vinson & Elkins – and not yet a couple.
Hicks remembers working on one deal with V&E partner Fielding “Tres” Cochran, who sent her and another female attorney to Louisiana to do due diligence on a transaction – with Fredrickson supervising.
“They called us ‘Tres’ Angels,’” she says. “Back then, it was a big deal to send three women to do that.”
Fredrickson has been a great mentor and always happy to help out – even when Hicks went in-house, she says.
“She really cares. She’s willing to take the time to go through a markup with associates and explain why you do certain things, like provisions,” Hicks says. “She also really wants to help women, which, when I started, was rare.”
Hicks says Muñoz is more of a political animal than Fredrickson.
“She doesn’t have the patience for the internal politicking you have to do, which is why sometimes she comes across as tough,” Hicks says. “But once you get to know her, she’s really a softy – she loves babies – but she doesn’t want anyone to know that.”
Fredrickson grew up in Albuquerque. Her father was a professor of dermatology. She followed him into the medical field, working as a nurse for five years, but she didn’t much care for it.
“I hated nursing from day one,” Fredrickson says. “I didn’t like people telling me what to do. And you met a lot of unhappy people because people were sick.”
She considered becoming a pharmacist or a doctor and did well enough on the MCAT to get a few interviews, but doctors told her what they really needed were nurses.
“I found that so offensive,” she says.
Fredrickson took the GRE and went to law school instead with the plan to go into medical malpractice. But after graduating from the University of Houston Law Center in 1988, she ended up at V&E working on energy cases.
“I never intended to be an oil and gas lawyer,” she says. “But once I got on the train, it was hard to jump off.”
Muñoz, meanwhile, grew up in Houston. His father worked for Eastern Air Lines. He went to Bellaire High School and then to the University of Texas, earning a degree in accounting. After graduation, he worked for Arthur Andersen – “Way before it fell apart,” he notes – doing oil and gas accounting and auditing work.
“While I liked accounting, it wasn’t exactly what I wanted to do for the rest of my life,” he says.
Muñoz says a lot of his friends went to law school and told him how fun and interesting it was – “how the lawyers got to structure deals while the accountants only papered them,” he adds – so he submitted some applications.
“I decided that I better go to a really good law school or just stay and be an accountant,” he says. “So I went to Stanford.”
Quips Fredrickson: “It sounded like he played the whole time.”
Muñoz admits Stanford was beautiful and there was a lot of do. But when he got out in 1993, the Bay Area was not doing that well, jobs were few and he decided to come back to Houston.
“Having worked at Arthur Andersen, I really did like the oil and gas industry,” he says. “Houston made a lot of sense and all of my family was still there.”
The two met at V&E but initially didn’t work on a lot of deals together, as Muñoz was four or five years behind Fredrickson and he was working more on the financing end.
The first transaction they handled together was in 1998 for Range Resources, which was putting together a joint venture with utility First Energy out of its Ohio office. They ended up being there for a week – at an Akron hotel that was previously a Quaker Oats silo.
“The rooms were all curved,” Fredrickson says. “I would come downstairs and they would be bussing people in to see it.”
Fredrickson and Muñoz eventually began dating and moved in together in 2006. They’ve been together ever since.
“We’re best friends,” Fredrickson says.
V&E had a policy that employees couldn’t date if they were in a boss-subordinate situation. Fredrickson and Muñoz were not even in the same practice group at the firm, but they didn’t go around trumpeting their relationship.
“I had a friend who was dating another lawyer at her firm who called me one day and said she thought they should announce it,” Fredrickson says. “I said that was ridiculous. ‘What, are you going to mug on each other at work? If someone asks, just say yes. You don’t need to make a big deal about it.’ ”
Six years ago, the two moved their law practices to Latham, which had opened in Houston two years earlier. They admit the move wasn’t easy, as Muñoz had spent 18 years at V&E and Fredrickson had been there 24 years. The two also had a lot of good friends at the firm, some of whom they considered like family.
“It’s hard to almost start over,” Muñoz says. “Latham didn’t have as strong a reputation for being an oil and gas/energy firm, and there was hesitancy from some clients who weren’t sure we would have the support we would need. But we came in hard with deals going on.”
Fredrickson says at the end of the day it was a great platform for the two lawyers.
“Latham did a lot of power work but hadn’t been able to help clients with oil and gas needs until we came in,” she says.
Fredrickson says she’s seeing a lot of large companies trying to determine what their core assets are and selling what’s not so they can put the proceeds into the ground.
“There’s still a lot of private equity money floating around looking for a home,” she says. “So what’s not core to companies may be core to them.”
Midstream deals have been particularly hot, with buyers “stretching to win these auctions,” Muñoz says.
Outside of the office, Fredrickson and Muñoz say they like to go to the movies and go out with friends. They live in the quiet Braeswood neighborhood in Houston.
Earlier this year, the two bought a house in Santa Fe near the opera house with windows facing the mountains and an office where they can work. They previously owned a home in Tennessee’s Smoky Mountains, but they found it was difficult to get to and the flights more expensive.
“Jeff likes Tennessee better, but eventually he’ll come around,” Fredrickson says.
The couple has no plan to jump to other firms, as their Latham colleagues Sean Wheeler and Michael Darden did, but to eventually retire from the firm they helped build and are continuing to build.
“We want to make sure the group is strong,” Fredrickson says. “We’ll stay around as long as necessary, but we don’t want to take up space.”