Rachel Ratcliffe is an associate in the Austin office of Latham & Watkins and advises public and private companies on corporate and transactional matters, principally related to mergers and acquisitions and private equity investments. She represents clients across a number of industries, including the energy, technology, software, media, and telecommunications industries.

Ms. Ratcliffe has particular knowledge in merger, acquisition, divestiture, and other business combination transactions, including take-private and MLP take-private transactions. She also counsels clients on day-to-day SEC compliance and disclosure obligations, corporate governance, and other general corporate matters.

Ms. Ratcliffe has been recognized as a Rising Star in Mergers & Acquisitions by Texas Super Lawyers, 2022, and One to Watch for Corporate Law by The Best Lawyers in America, 2021 and 2022. She was awarded the 2011 Letzeiser Gold Medal by the University of Oklahoma, recognizing the top female graduate.

Ms. Ratcliffe’s experience includes representing:

Mergers and Acquisitions – Technology, Software, Media, and Telecommunications
  • Special Committee of the Board of Directors of Barnes & Noble, Inc. in Barnes & Noble, Inc.’s US$683 million acquisition by a major investment management company*
  • Liberty Media Corporation in its US$4.4 billion acquisition of Formula 1*
  • Starz in its US$4.4 billion acquisition by Lions Gate Entertainment Corp.*
  • Liberty Interactive Corporation in its US$1.1 billion acquisition of General Communication, Inc.*
  • AffiniPay, a private fintech company, in its US$580 million sale to TA Associates*
  • Hyphen Solutions, a private construction software company, in its recapitalization and associated equity investment by affiliates of GreyLion Capital and Stone Point Capital*
Mergers and Acquisitions – Energy
  • Tallgrass Energy, LP in US$3.5 billion acquisition of its publicly held Class A shares by affiliates of Blackstone Infrastructure Partners*
  • Tallgrass Energy Holdings, LLC in its US$3.3 billion sale of the general partner of Tallgrass Energy, LP to affiliates of Blackstone Infrastructure Partners*
  • Tallgrass Energy GP, LP in its acquisition of Tallgrass Energy Partners, LP*
  • EnLink Midstream Corporation in its acquisition of EnLink Midstream Partners, LP*
  • Equitrans Midstream Corporation in its acquisition of EQGP Holdings, LP and proposed simplification plan*
  • EQT Production Company, an affiliate of EQT Corporation, in its divestiture of oil, gas, and NGL assets for approximately US$575 million*
  • NYSE-listed midstream MLPs in natural gas gathering, compression, and transport asset acquisitions from affiliated private sponsors, totaling US$2.75 billion in the aggregate*

*Matter handled prior to joining Latham

Bar Qualification

  • Texas


  • JD, University of Texas School of Law, 2014
  • BBA, University of Oklahoma, 2011

Languages Spoken

  • English