© 2014 The Texas Lawbook.
By Natalie Posgate – (September 29) – Ten business days, nine deals and 12 law firms later, Texas M&A lawyers sure deserved the weekend.
On Thursday, Dallas-based Energy Transfer Partners announced its first dropdown transaction with its new subsidiary, Houston-based Susser Petroleum Partners, LP. Susser will acquire Mid-Atlantic Convenience Stores, LLC for $768 million.
The dropdown will include approximately 110 company-operated retail convenience stores and 210 dealer-operated and consignment sites from the MACS/Tigermarket business. Susser, which also announced that it will soon be named Sunoco LP, will also acquire Hawaii-based Aloha Petroleum, Ltd. from ETP in a separate transaction for $240 million.
Vinson & Elkins represented ETP in the dropdown, with Houston partner Matt Strock as the lead attorney. He received assistance from New York partner Price Manford, as well as Dallas associate Brian Russell and Houston associates Tim Mayhle and John Bell.
Houston partner Jon Daly of Andrews Kurth led the transaction for Susser. Other attorneys on the deal time included partners Bob Jewell, Tom Ford, Allison Mantor, Angela Richards, Lisa Shelton and O’Banion Williams and associates Chris Porter, Patrick Dies, Cindy Lin, Matt Martin and Matt Grunert. All attorneys are based in Houston, The Woodlands or Austin.
In another drop-down transaction, V&E also announced that it advised El Paso-based Western Refining, Inc. in its agreement to sell its wholesale business to its master limited partnership, Western Refining Logistics, LP for $360 million.
Houston corporate partner Alan Beck and associates Lande Spottswood and James Garrett led the deal, and received assistance from associates Justin Hunter, David Latham and Robert Hughes. Other key members of the V&E team included Houston partners Ted Stockbridge, Ryan Carney, Larry Nettles and Tom Wilson and associates Lauren Anderson, James Melchers, Matt Dobbins, Corinne Snow and Martin Luff; Dallas partner David D’Alessandro and associates Casey Fisk, Jenn Cooley and Russell Oshman; and other non-Texas attorneys.
Bracewell & Giuliani represented the conflicts committee of Western Refining Logistics, with Houston partner W. Cle Dade as the lead attorney. The Bracewell team also included Houston partners Gregory W. Bopp, Jason B. Hutt, Jason M. Jean, Aaron P. Roffwarg and Scott C. Sanders; Houston associates Elizabeth B. Behncke, G. Adam Dempsey and Jessica Edwards; and attorneys from the firm’s Washington, D.C. and Seattle offices.
Baker Botts announced Thursday that it represented Houston-based Cabot Oil & Gas Corporation in its closing of a $925 million private placement for unsecured notes to a group of institutional investors. The Houston-based deal team was led by corporate partner Lyman Paden. Associates Josephine Vashi and Chad Davis also played a significant role.
Diedre Shearer, Cabot’s corporate secretary and managing counsel, was also involved. Before joining Cabot in 2011, she was the assistant general counsel at Houston-based KBR, Inc.
Boston-based Bingham McCutchen represented the investing parties, which included Merrill Lynch, Pierce, Fenner & Smith Incorporated, who acted as lead placement agent and sole bookrunner. Cabot said it will use proceeds from the offering to repay its outstanding borrowings under its credit facility and to fund its Eagle Ford Shale acquisition, among other purposes.
Wednesday, Morgan Lewis announced that it advised Total E&P USA, an affiliate of French oil and gas company Total S.A., in the sale of its 25 percent interest in Cardinal Gas Services LLC to a group of Korean companies for $400 million.
Houston energy partners David Asmus and Joseph Roger led the deal for Total E&P. Also assisting were Houston partner Christopher Amandes, Houston associates Ian Furman and Adam Kowis and attorneys from the firm’s Philadelphia, New York and Washington, D.C. offices.
The Korean companies hired the London law firm, Clifford Chance, to advise them in the deal.
Also on Wednesday, Pittsburgh-based Atlas Resource Partners, LP announced it has agreed to acquire oil assets in the Eagle Ford Shale from an undisclosed party for $225 million. In addition, Atlas Energy, LP’s development subsidiary will purchase eight wells and 53 undeveloped drilling locations for approximately $115 million.
Jones Day advised Atlas, with Houston M&A partners Omar Samji and Jeff Schlegel as the lead attorneys. The Jones Day deal team also included Dallas partners Todd Wallace and Karen Currie and associate Louis Jenull; Houston associates Isaac Griesbaum, Kit Rockhill, Laurens Wilkes, Colin McGee and Robert Dahnke; and attorneys from the firm’s Cleveland, Columbus and Chicago offices.
Austin partner Gaye White of Thompson & Knight represented the seller, which remains confidential. Others on the T&K team included Dallas partners David Wheat and John Rain and associate Brandon Bloom.
Thompson & Knight also represented Houston-based EnCap Investments LP in its $225 million investment in Sierra Oil & Gas S de RL de CV, which is Mexico’s first independent oil and gas company. EnCap has the option to double its existing commitment once the initial equity is fully invested.
The team included Houston partners Sarah McLean, Roger Aksamit and Anna Marie Dempsey; Dallas partner John Cohn; Monterrey partner Gabriel Ruiz; and Houston associates Nathan Stone and Paul Yin.
A non Texas-based team from Norton Rose Fulbright represented Sierra.
Riverstone Holdings LLC also committed $225 million to Sierra. The M&A team was primarily led by attorneys in V&E’s New York and Palo Alto offices, but Dallas associate Thomas Laughlin was involved. Other Texas attorneys on the deal included Dallas partner David Peck, Houston partner Sean Becker and Houston associates Jason McIntosh, Stephen Jacobson and Allyson Seger.
V&E also recently advised Riverstone in its portfolio company, Eagle Energy Exploration LLC’s agreement to acquire oil and gas assets in Oklahoma’s Mississippi Lime play from Fairway Resource Partners II, LLC for $195 million.
Houston partner Jay Cuclis and New York partner David Cohen led the deal for Riverstone, and received assistance from Dallas associates John Grand and Elena Sauber and Houston associates Danny Hatch and Chris Boling. The V&E team also included Dallas partners David Peck and associate Brian Russell; Houston partner Larry Nettles, associate Jennifer Cornejo and counsel Sabina Walia; and attorneys from the firm’s Washington, D.C. offices.
Simpson Thacher & Bartlett co-counseled with V&E in the representation of Riverstone and Eagle. The team was mostly New York and Washington, D.C-based, but Houston partner Robert Rabalais was involved.
T&K partner Debra Villarreal of Dallas led the deal for Fairway. The T&K team also included Dallas partner Mary McNulty and associates Cole Bredthaur and Brandon Bloom.
V&E also advised Morgan Stanley Infrastructure in its agreement to acquire co-ownership of Eureka Holdings, LLC, which is a natural gas gathering system in the Marcellus and Utica shale basins in the Appalachian region.
New York partner David Cohen led the deal for Morgan Stanley Infrastructure, with Houston associates Jay Blackman and Shannyn Piper and Dallas associates Peter Marshall and Matt Cox assisting on the M&A matters.
Other attorneys involved in the deal included Dallas partners Josiah Daniel and Brian Bloom; Houston partner John Lynch, Sean Becker and James Olson; Houston of counsel Sandy Weiner; Houston and Dallas associates Suzanne Clevenger, Stephen Jacobson and Will Russ; and attorneys from the firm’s Washington, D. C. office.
When the transaction completes, Morgan Stanley Infrastructure will co-own Eureka Hunter with Houston-based Magnum Hunter Resources Corporation. Ridgeline Midstream Holdings, LLC selling the initial stake to Morgan Stanley Infrastructure.
A Dallas-based team of lawyers from Norton Rose Fulbright represented Magnum Hunter in the transaction. Partner Brett Todd led the corporate matters, and received assistance from partners Rob Hale and Dave Morrison and associates Craig Oliver and Stephanie Tso. Other lawyers involved in the deal included tax partner Bill Bowers, employee benefits senior associate William Gibson, commercial finance partner Anita Tarar and Federal Energy Regulatory Commission partner Lisa Tonery, who is based in New York.
Last week, Latham, Baker Botts and Gibson, Dunn & Crutcher were involved in the German conglomerate Siemens’s agreement to purchase all of New York-based Dresser-Rand Group Inc.’s outstanding shares for $7.6 billion, but none of the lawyers were from Texas.
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