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Clay J. Chamberlain

Of Counsel

Clay Chamberlain primarily advises energy companies, private equity sponsors, and financial institutions in mergers & acquisitions, equity and debt financings, joint ventures, joint development, and commercial arrangements in the conventional energy and energy transition space, including upstream oil and gas (E&P), midstream infrastructure, energy storage, energy lending, and carbon capture utilization and storage (CCUS) projects. Clay also acts as outside general counsel for clients, advising on day-to-day legal and business and corporate governance matters.

In addition to his transactional practice, Clay serves as energy industry sector and local counsel in Oklahoma and Texas on expert-driven litigation for oil and gas producers and oilfield service companies.

Clay joined Ryan Whaley in the fall 2023 and is based in Oklahoma City. In both his transaction and litigation practice, Clay draws on his deep industry knowledge across the oil and gas value chain acquired during his tenure serving a General Counsel for a private equity investment group in Texas focused on conventional energy and energy transition, and three different E&P companies focused on operated acquisitions and development of assets across different basins in the lower 48.

Relevant Experience*

Energy Acquisitions, Divestitures & Joint Ventures

  • Represented energy companies and private equity sponsors in acquisitions of oil and gas properties and associated midstream assets across different basins in the lower 48 in both equity- and asset-level transactions, including acquisition targets sold in auction and sealed bid offerings, investment bank brokered transactions, and one-on-one privately negotiated transactions.
  • Represented upstream operator on a DrillCo joint venture transaction, including advising on capital commitments, drilling program, operator’s carried working interest, investor’s pre- and post-reversion working interest, IRR hurdles, and transfer restrictions and exit strategies.
  • Represented oil and gas producer on a midstream joint venture transaction for buildout and expansion of a gas gathering system and processing facilities, including advising on acreage dedications, levels of service, connection and pressure obligations, MVC, and producer equity and contractual incentives options for the anchor producer.
  • Represented energy investment fund in complete divestiture of its Rocky Mountain portfolio of oil and gas properties and associated midstream assets.
  • Represented energy companies in various divestiture scenarios from complete exit at the end of a PE fund’s life, merging PE portfolio companies, recapitalizing for drilling programs, deleveraging during loan workouts, secondary buyouts, and strategic sales.

Energy Finance

  • Representing borrowers and lenders in oil and gas reserve-based financing arrangements from $5 million to $240 million, including with respect to acquisition financing, hedging and derivatives transactions, multi-basin collateral packages, recapitalization, asset-backed securitization, loan workouts, and loan covenant packages to best balance lender protections and borrower flexibility.
  • Represented lender in cross-border financing of Canadian oil and gas assets.
  • Represented lender in financings of oilfield service companies, including frac sand supplier.
  • Represented private equity company in investment structuring and acquisition of operated oil and gas properties supported by different types of acquisition & leveraged debt financing facilities.

Energy Sector Litigation

  • Represented energy company in litigation regarding disputed ownership of carbon dioxide in connection with competing carbon capture facilities and resulting conversion of such carbon dioxide for use as a tertiary injectant.
  • Represented vertical well operators in “frac bash” or “frac hit” cases following damage to existing offset vertical wells caused by new horizontal well hydraulic fracturing.
  • Represented operator in a successful summary judgment defense to royalty calculation and post-production costs class action lawsuit.
  • Represented upstream company and its private equity sponsor in connection with trade secret litigation.

Energy Transition and Renewables

  • Represented integrated upstream/midstream company on decarbonization strategy through CCUS project development of carbon capture facilities for commonly owned gas processing plants, and Section 45Q compliant disposal of captured carbon oxide via enhanced oil recovery (EOR) operations and geological sequestration wells.
  • Represented midstream company in a renewable natural gas (RNG) joint venture for the purchase and sale of collected and extracted landfill gas and associated environmental attributes.

* Includes matters handled prior to joining Ryan Whaley.


J.D., Washington University in St. Louis, School of Law

B.A., Grinnell College

Bar Admissions

State of Oklahoma

State of Texas