Alaina Brooks and Kendall Talbott have been a team for a half-dozen years at Dallas-based EnLink Midstream Partners, which has operations in the Permian Basin, Oklahoma’s Midcontinent and Louisiana’s Gulf Coast.
As executive vice president, chief legal officer and chief administrative officer, Brooks leads the seven-lawyer legal department. She also oversees corporate compliance, regulatory, environmental health and safety and human resources. She also played a critical role in the creation of EnLink’s strategic plan. Talbott is the deputy general counsel and leads on all things M&A and capital markets.
As a team, they have played key roles in the energy company’s extraordinary growth, including:
• Developing and implementing a $13 billion corporate organizational restructuring and simplification transaction announced last fall and still underway;
• Bringing online several organic midstream transportation projects;
• Eliminating dozens of nuisance lawsuits;
• Selling Devon Energy’s $3.12 billion interest in EnLink’s to Global Infrastructure Partners last June;
• Coordinating a $400 million securities offering in late 2017, and
• Securing an $850 million term loan agreement in December.
The duo first teamed up in 2012. They have built a seven-lawyer legal department that outside counsel say possesses expertise in their specialty areas and a wealth of knowledge in their industry and business.
“Kendall is one of the best lawyers I have ever met,” Brooks told The Texas Lawbook about her No. 2.
The feeling is mutual.
“Alaina is super smart and thinks very strategically,” Talbott says.
The Dallas-Fort Worth Chapter of the Association of Corporate Counsel and The Texas Lawbook are pleased to announce that Brooks and Talbott are separately finalists for two categories in the 2018 Outstanding Corporate Counsel Awards.
Brooks is a finalist for the General Counsel of the Year Award for a Midsized Legal Department. Talbott is a finalist for Senior Counsel of the Year for a Midsized Legal Department.
“For years, Alaina has demonstrated sophisticated leadership as she has overseen the legal affairs of EnLink’s midstream services business, as well as the complex organizational structure of a two-tiered master limited partnership and public general partner,” says Baker Botts partner Preston Bernhisel, who nominated Brooks and Talbott for the awards. “From her days growing up in Oklahoma, Alaina has demonstrated strength and determination, particularly in the male-dominated oil and gas industry.”
Bernhisel says that Talbott has been “a key driver” for EnLink on all corporate and securities matters.
“Kendall has led EnLink’s efforts in significant M&A transactions and securities offerings while navigating public reporting and compliance in a highly regulated industry,” he says. “Kendall demonstrates incredible business acumen, often working directly with the finance and treasury teams.
“She is not afraid to jump in and prepare her own spreadsheet analyses in support of finance decisions,” Bernhisel says.
Story of Alaina Brooks
Brooks was born in Mustang, OK, where she was raised by her single mother and her grandparents.
“I was determined to raise myself out of that and have a different life,” she says.
Her grandfather was “a crusty old Marine” who pushed her to go to college.
“Don’t you go get a philosophy degree where you can’t get a job,” her grandfather told her. “Get a degree that gets you a job and makes money.”
Brooks obtained bachelor’s and master’s degrees in accounting from Oklahoma State University and then headed east to Duke University School of Law for her doctor of jurisprudence.
“I love being a lawyer,” she says. “Even at the law firm where you work yourself to the bone, I loved every minute of being a lawyer.
“Every single day, I am thankful that I have a good paying job, and I want to earn it every single day,” she says.
Brooks practiced tax litigation at Baker Botts for three years and then five-and-a-half years at Weil, Gotshal & Manges.
“I’ve been very lucky to have some amazing mentors at Baker Botts and Weil,” she says.
In 2008, Crosstex Energy General Counsel Joe Davis brought Brooks in-house to handle litigation matters.
“At one point, we had about 35 nuisance cases pending,” she says. “I put together a litigation and business strategy, and we were able to successfully bring those to a conclusion.
“I really liked being in-house because I was able to get involved with different parts of the company to help reduce risks and improve their business practices,” she says.
Lawyers say that Brooks played a key role in 2013 when Crosstex teamed up with Devon Energy to create EnLink Midstream.
A few months after the EnLink formation was finalized, Davis informed Brooks that he was taking a break and that she was being promoted.
“EnLink didn’t interview any other candidates, and it made me realize that corporate leadership and the board had confidence in me to do the job and that I was adding value,” she says.
In recent years, Brooks has been given additional responsibilities, including overseeing health and safety, human resources and public affairs.
Kendall Talbott Joins the EnLink Team
Talbott was born in Houston but spent a lot of time growing up in Amarillo, Denver and Dallas. Her father was in the oil and gas business, while her mother was extremely active in her children’s school matters.
When she was 10, her father decided to go to law school at night to help bolster his education and experience.
“That really influenced me,” she says. “The sad part of the story is that he graduated valedictorian from law school in 1996, but he died a year later from an unexpected heart attack.”
Talbott went to college at the University of North Carolina, where she majored in business and was a two-time All-American on the school’s tennis team.
“I had three choices as I was finishing college – play on the professional tennis tour, go work in investment banking or go to law school,” she says. “Then I received an early acceptance from [the University of Texas School of Law], which allowed me to stop interviewing and made it pretty clear what I should do.”
Talbott became even more interested in law in the summer of 2004 when she interned for the father of a friend who represented a crane company involved in the Texas A&M University bonfire litigation.
“I helped review depositions for key topics and organized documents,” she says. “It was a defining point for me. It was my initial contact with the law and I loved it.”
Despite the experience, Talbott knew she wanted to practice corporate and securities law. During law school, she interned one year at a venture capital firm and then clerked at law firms, including Baker Botts, in the summers. She graduated in 2008, just as the capital markets froze and deal-making slowed to a crawl.
“I got really good at handling the early stages of a deal because we kept doing them over and over and over,” she says. “Deal negotiations would start but never finish.”
At Baker Botts, she worked on a few memorable transactions, including Dell’s acquisition of Perot Systems in 2009 for $3.9 billion and IBM’s $1.4 billion acquisition of an AT&T business software unit in 2010.
“My time at Baker Botts was fast and furious, which is exactly what every young corporate lawyer lives for,” Talbott says. “Watching Andy Baker work his magic and leave no stone unturned was amazing. It was a marathon and a sprint at the same time.”
In 2012, Crosstex was searching for a corporate lawyer and Talbott had worked on various projects for the company.
A year after Talbott started at Crosstex, the company announced its deal with Devon Energy and a plethora of M&A activity followed over the past five years.
“This job has been a fabulous experience,” she says.
All that being said, Brooks and Talbott do not agree on everything. Confidential sources say that Brooks and Talbott are headed for a major showdown against each other next month and that their differences appear irreconcilable.
In mid-February, Talbott will don Carolina Blue. Brooks will prominently display Duke Blue. The Tar Heels and Blue Devils will face off at Cameron Indoor Stadium on Feb. 20, but the trash talk has already started.
“Nails on a chalk board, Mark,” Talbott says. “Keep in mind that Alaina went to Puke for law school, not undergrad. So, it wouldn’t be possible to have the same pride in her law school competitive encounter as one of a person’s undergrad. I don’t have strong feelings about this.”
Clearly, Brooks doesn’t either.
“This isn’t a big deal for me,” Brooks says. “I hate that’s she’s so nervous and worried about Duke beating that other school that no one has heard of.”
Talbott fires back, “Another relevant point that someone who cared about this would make is that the overall record between Carolina and Duke to date has Carolina leading 137-111.
“Not a big deal, but wanted you to have the facts,” Talbott says. “Doesn’t really matter though, especially to a Carolina student-athlete.”
And March Madness is still two months away.