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Andrews Kurth Kenyon and V&E Work on $1.1B MLP Exchange Transaction

August 2, 2017 Natalie Posgate

A group of Houston lawyers from two Texas firms on Monday handled a complex transaction for the coal industry’s first publicly-traded master limited partnership and its general partner that is worth around $1.1 billion.

In the transaction, Tulsa-based Alliance Resource Partners will issue 56.1 million of its common units to its general partner, Alliance Holdings GP, LP, priced at Monday’s closing of around $20.2 per share. In exchange, Alliance Holdings’ incentive distribution rights in the MLP have been eliminated, and its 1 percent general interest in Alliance Resource Partners has been converted into a non-economic general partner interest.

David Oelman

While both parties will remain publicly traded following the exchange transaction, the Alliance companies may undergo a simplification transaction at a later date that could make Alliance Resources Partners the sole reporting and trading entity with a “substantially larger public float,” a joint company statement said.

Monday’s transaction was unanimously approved by the board of directors of Alliance Holdings’ general partner and the conflicts committee of Alliance Resource Partners’ managing general partner.

The board of Alliance Holdings turned to Vinson & Elkins corporate partner Dave Oelman and associate Shamus Crosby to lead its end of the negotiations. The V&E deal team also included capital markets associates Daniel McEntee, Justin Hunter, Jane Ehinmoro and Jing Tong and counsel Dan Spelkin. Partner Ryan Carney and Christin Mainguy provided tax advice.

Bill Cooper

The conflicts committee turned to Andrews Kurth Kenyon partner Bill Cooper to lead its end of the deal. Other Andrews Kurth Kenyon lawyers involved in the deal included corporate partner Jon Daly, corporate associates Jennie Miller and Freddy Feldman, tax partner Robert McNamara and tax associate Jocelyn Tau.

The Alliance Holdings board turned to Wells Fargo for financial advice, while the conflicts committee engaged Robert W. Baird & Co.

Natalie Posgate

Natalie Posgate covers pro bono work, public service and diversity within the Texas legal community.

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