Texas deal lawyers were busy last week, particularly in energy, which saw a good-sized strategic acquisition and two initial public offerings unveiled in the midstream, or infrastructure, space. But securities work in other industries occurred that involved lawyers from the Lone Star State.
Here’s the rundown:
Jones Day, Locke Lord advise on $300M Enable/Align Combination
Oklahoma City-based Enable Midstream Partners expanded its footprint in Arkansas, Louisiana and Texas with its Sept. 12 announcement that it is acquiring Tailwater Capital-backed Align Midstream for $300 million.
The combination was helped along by Jones Day partner Jeff Schlegel and associate David Stringer in Houston, who advised Enable. The two have both worked on midstream deals before, most recently advising SHV Energy on its $170 million acquisition of the propane businesses of American Midstream Partners earlier this month.
Enable’s general counsel is Mark Schroeder, who previously was deputy general counsel of CenterPoint Energy and general counsel of its midstream unit.
Locke Lord shepherded Dallas-based Tailwater through the process with a Houston team led by M&A partner Greg Heath. Since he was promoted to partner in 2013, Heath has worked on a range of deals, including advising Stronghold on its acquisition by Quanta Services in July for $450 million, WildHorse Resource Development on its purchase of oil and gas properties from Anadarko Petroleum and KKR in May for $625 million and Main Street Capital on its acquisitions of Clad-Rex Steel, NuStep and Oildom Publishing, also in May, for undisclosed sums. He’s also worked with other midstream operators on deals, including M5 Midstream, Cone Midstream Partners and NGL Energy Partners.
Bill Swanstrom, an M&A partner who is also co-chair of Locke Lord’s energy practice group, assisted Heath. Others from Houston included environmental partner Jerry Higdon, tax partner Eric Larson, labor partner Sara Longtain, tax/employee benefits and compensation partner Ed Razim, tax partner Buddy Sanders and associates Ryan Morgan, Elizabeth Corey, Jeannie Diep, Laura Ferguson, Kerstie Moran and Brooks Vanlandingham. M&A partner Van Jolas and associate Emily Self also pitched in from Dallas.
Piper Jaffray unit Simmons & Company International’s Billy O’Neil in Houston was Align’s financial adviser.
BP, Howard unveil midstream IPO’s aided by V&E, Baker Botts, Latham
Two midstream master limited partnerships announced initial public offerings this week that suggest a possible turn in sentiment for these types of investments, which have been battered along with commodity price swings.
British oil giant BP filed plans Sept. 11 for an IPO of its midstream unit, BP Midstream Partners, following up on management’s suggestion in July that it might do so. If BP keeps 60 percent of the new unit, the spinoff could lead to $1.1 billion in net debt reduction for the parent, according to analysts at Tudor, Pickering, Holt & Co.
Vinson & Elkins partners David Oelman and Sarah Morgan in Houston are advising BP Midstream. Baker Botts partners Joshua Davidson in Houston and Mollie Duckworth in Austin are counseling the underwriters, which include Citi, Goldman Sachs, Barclays, Credit Suisse, JP Morgan and UBS.
Hans Boas, managing counsel of BP America, was appointed chief legal counsel and secretary of BP Midstream’s general partner this month.
V&E’s Oelman is an experienced hand on IPOs of midstream MLPs and their affiliates, counseling Dominion Midstream Partners, Plains GP Holdings, Columbia Pipeline Partners and Antero Midstream Partners as issuer’s counsel and serving as underwriters’ counsel on many more of their offerings. Morgan represented QR Energy, Pacific Drilling and Spark Energy on their IPOs and has represented the underwriters on the public debuts of USD Partners and Tallgrass Energy Partners.
Meanwhile, Baker Botts’ Davidson has worked on several IPOs of midstream MLPs for issuers and underwriters, including advising Shell Midstream on its $920 million IPO in the fall of 2014 (many believe its success prompted BP to do the same with its midstream unit). Duckworth, meanwhile, has worked on public debuts for Tallgrass, EQT and NextEra.
Both Davidson and Duckworth also worked on Shell Midstream’s $275 million sale of stock to Tortoise Capital Advisors on Sept. 15, which will help it pay down its credit facilities. Others who worked on their team included corporate associates Sarah Dodson and Jennifer Gasser, tax partner Robert Phillpott and tax associates Jared Meier and Zak Morozov.
San Antonio-based Howard Midstream Partners also announced a midstream IPO this past week with a $200 million placeholder (it’s backed by Alberta Investment Management and Alinda Capital Partners). This time, Latham & Watkins partner John Greer in Houston is advising Howard while Vinson & Elkins partners Douglas McWilliams and Thomas Zentner are assisting the underwriters, who include Barclays; RBC Capital Markets,; Tudor, Pickering, Holt; and BofA Merrill Lynch.
Howard Midstream’s general counsel is Brett Braden, who left Latham this spring to take on this role. Before practicing at Latham, he was at V&E.
Greer has worked on several MLP IPOs, including JP Energy Partners, QEP Midstream Partners, Summit Midstream Partners and Southcross Energy Partners. He also advised QEP Resources Inc. on the sale of midstream assets to Tesoro Logistics Partners for $2.5 billion.
McWilliams also has worked on several MLP IPOs, including advising Rice Midstream Partners on its $474 million public debut in 2014 and the underwriters on Noble Midstream Partners, PennTex Midstream Partners, Shell Midstream Partners, USD Partners and QEP Midstream Partners.
Braden and McWilliams worked on a previous MLP IPO together, that of CNX Coal Resources in 2015, with Braden advising the issuer when he was at Latham and McWilliams the underwriters.
DLA Piper aids Kayne Anderson-backed Sabinal on Chevron purchase
It was also an active week for exploration and production deals, with Chevron closing its first big sale of properties in West Texas’ and New Mexico’s Permian Basin to private equity-backed Sabinal Energy.
Sabinal received outside counsel from DLA Piper partner Steven Torello in Houston and Kirkland & Ellis partners Will Bos and Andy Veit and associates Chad Nichols, Alex Cross and Mahalia Burford. Sabinal’s general counsel is Jim Connor, who previously was assistant general counsel at Hess and senior counsel at El Paso Corp.
The Woodlands, Texas-based Sabinal didn’t say how much it paid for the assets. But Kayne Anderson committed $300 million to the company last year, which is about what analysts at Tudor, Pickering, Holt think the Chevron properties are worth.
Nabors picks up Robotic Drilling with assistance from Haynes and Boone
Houston-based Nabors Industries announced Sept. 5 it paid an undisclosed sum for Norway’s Robotic Drilling Systems, which the company will integrate with its rig equipment unit Canrig.
Nabors general counsel Julia Wright said she handled the deal along with Arthur Cohen, a partner at Haynes and Boone who splits his time between the firm’s Houston, New York and Washington, D.C. offices. Robotic Drilling received outside legal advice from Norwegian firm Schjødt and financial advice from Nabeel Siddiqui in Simmons & Co. International’s London office.
HayBoo helps Landry’s, Golden Nugget on combo and debt offer, while AKK aids Ashford Hospitality
Not everything was energy this past week. There were debt and preferred stock offerings in the entertainment and hospitality industries that helped Texas lawyers chalk up those billable hours.
Haynes and Boone said it advised Landry’s Restaurants and Golden Nugget in a transaction that involves an offering of $1.4 billion in senior notes of Golden Nugget along with a reorganization that will combine the restaurant operations of Landry’s with all of Golden Nugget’s gaming operations. Both are owned by Houston billionaire Tilman Fertitta, who earlier this month agreed to buy the Houston Rockets NBA franchise for $2.2 billion.
The team included partners Monika Sanford and Paul Amiel in Dallas and partner Kristina Trauger in Houston. Steven Scheinthal is Fertitta’s general counsel. White & Case represented the underwriters on the offering, including Jefferies, which was the lead.
HayBoo has represented Landry’s before, advising it on its sale of Joe’s Crab Shack to J.H. Whitney Capital-backed JCS Holdings in 2006 for $192 million. It also advised Landry’s when it bought Joe’s Crab Shack back in August as part of its acquisition of the assets of the bankrupt Ignite Restaurant Group for $57 million.
Andrews Kurth Kenyon also had securities work, announcing Friday that it advised Ashford Hospitality Trust on a $95 million preferred stock offering that closed Aug. 25. The firm had counseled it before on previous issues, including a $111 million common stock offering in 2015.
The AKK team included Houston corporate partners George Vlahakos and Rob Taylor, Dallas real estate partner Tom Popplewell, Dallas tax partners Will Becker and Brooks Antweil, Dallas litigation partner Mike Hoffman, Dallas corporate/securities associate Sunyi Snow and Dallas tax associate Stephanie McDermott.