© 2013 The Texas Lawbook.
By Mark Curriden
Senior Writer for The Texas Lawbook
In what is believed to be one of the largest master limited partnership formations ever, Houston-based CenterPoint Energy announced Thursday that it is entering into an agreement with two other companies to form an MLP with nearly $11 billion in assets, including interstate pipelines, field service businesses and other midstream operations.
The new MLP, which teams CenterPoint with Oklahoma City-based OGE Energy Corp., formerly known as Oklahoma Gas & Electric, and ArcLight Capital Partners, which is an energy-focused investment firm based in Boston, will have more than 8,400 miles of interstate gas pipelines, 11,000 miles of gathering lines and 11 processing plants.
CenterPoint will have a 59 percent ownership in the new MLP. OGE Energy will have a 28 percent ownership stake. Lawyers involved in the transaction say it may be one of the largest MLP formation in U.S. history.
Texas lawyers from Baker Botts, Jones Day and McDermott Will & Emery are leading the transaction for their respective clients.
The Baker Botts team, which is representing its long-time client CenterPoint, is being led by Houston corporate law partner J. David Kirkland. Other key Baker Botts partners involved include Gerald M. Spedale (corporate in Houston); Jason A. Rocha (corporate in Houston); Michael P. Bresson (tax law in Houston); James Chenoweth (tax law in Houston); Renn Neilson (tax law in Houston); Herschel Hamner (corporate finance in Houston); Mark A. Bodron (employee benefits in Houston); and David M. Rodi (antitrust law in Houston).
Baker Botts has represented CenterPoint in a plethora of transactional, regulatory and litigation matters. Kirkland was involved in advising the energy company $3.6 billion sale of Texas Genco Holdings in 2005.
CenterPoint General Counsel Scott Rozzell chaired the energy practice group at Baker Botts before he went in-house. Deputy GC Christopher J. Arntzen, also a former Baker Botts lawyer, played a major role in the transaction.
Jones Day, which is advising OGE, is being led by Houston corporate M&A partner Jimmy Vallee. Vallee also is representing financial advisors in Kinder Morgan’s $5 billion acquisition of Copano Energy, which was announced in January.
The Jones Day team in Texas recently advised OGE in the formation of its midstream subsidiary Enogex Holdings LLC, which also is a partnership with ArcLight Capital Partners. Vallee also represented Enogex in its $80 million purchase of midstream assets from Chesapeake and Access Midstream last August.
Other Texas-based Jones Day lawyers involved in the transaction are Omar Samji (energy in Houston); Kim Hicks (M&A in Houston); Todd Wallace (tax law in Dallas); Karen Currie (tax law in Dallas); Louis Jenull (tax law in Dallas); Alexandra Wilde (M&A in Dallas); Robert Cardone (M&A in Dallas); Akash Shah (M&A in Dallas); Jordan Bethea (M&A in Dallas); Shane Trawick (energy in Dallas) and Ahmed Sidik (energy in Houston).
McDermott Houston partner Blake Winburne, who chairs the firm’s global energy practice, is advising ArcLight Capital. Brad Gathright, a Houston partner whose practice focuses on project development and corporate finance in the energy sector, also is playing a significant role for ArcLight Capital.
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