© 2015 The Texas Lawbook.
By Natalie Posgate
(Jan. 26) – The two MLP pipeline companies that Dallas-based Energy Transfer Equity controls, Energy Transfer Partners and Regency Energy Partners, have announced that they will merge in an $18 billion deal.
Latham & Watkins represents ETP, which is purchasing all of Regency’s publicly traded units. Baker Botts represents Regency and Akin Gump represents Regency’s conflicts committee.
Latham’s Houston-based corporate deal team was led by partners Ryan Maierson, Debbie Yee and William Finnegan, who received assistance from associates Chad MacDonald and Emily Korinek. Other Houston attorneys involved in the deal included tax partner Tim Fenn and environmental partner Joel Mack. The deal team also included attorneys from the firm’s Washington, D.C. office.
Latham has handled numerous deals for Energy Transfer, including its $5.3 billion purchase of Sunoco, Inc. and $9 billion acquisition of Southern Union, both of which occurred in 2012. This past October, Latham advised ETP when it formed two joint ventures with Phillips 66 to develop the Dakota Access Pipeline and Energy Transfer Crude Oil Pipeline.
ETP General Counsel Tom Mason, previously a transactional attorney at Vinson & Elkins and Andrews Kurth, was also involved in the deal.
Dallas partner Neel Lemon and Houston partner AJ Ericksen led the Baker Botts corporate team. They received assistance from Houston associates Jeremy Moore, Nathan Tanner, Chelsie Gonzalez and Harrison Tucker.
Dallas partner Steve Marcus and associate Aaron Pinegar handled the tax aspect of the deal. Partner Luke Weedon, also based in Dallas, handled finance issues. From Houston, employee benefits partner Rob Fowler and litigation partner David Sterling contributed their expertise to the transaction. Attorneys from Baker Botts’ Washington, D.C. office handled the antitrust aspect of the deal.
Lemon and Ericksen are not new to handling big-dollar deals for Regency. They also advised the company in its $5.6 billion acquisition of the Pennsylvania MLP, PVR Partners, LP, which closed last March.
Regency General Counsel Todd Carpenter was also heavily involved in the deal. Carpenter was previously the GC at ETP, a position he filled when it acquired Southern Union, where he was the assistant general counsel.
Akin Gump’s team included Houston corporate partners Chris LaFollette and John Goodgame, who led the deal, as well as Houston corporate partner W. Thomas Weir and associate Christopher Centrich.
In 2013, LaFollette and Weir represented Regency’s conflicts committee when the company acquired Southern Union Gathering Company for $1.5 billion.
The ETP-Regency merger, which is expected to close in the second quarter of 2015, will make ETP the second largest MLP, according to the joint press release. The two companies say the merger will also broaden the midstream footprint in Texas as well as the Marcellus and Utica shale plays in Appalachia.
Other law firms involved in the deal included two Delaware law firms: Morris, Nichols, Arsht & Tunnell, which co-represented Regency’s conflicts committee with Akin Gump, and Richards Layton & Finger, which represented ETP’s conflicts committee.
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