© 2015 The Texas Lawbook.
By Natalie Posgate
(May 18) – The oil patch may be looking a little dry, but Texas transactional lawyers are still being kept busy by their energy clients.
Attorneys from Andrews Kurth, Baker Botts, Vinson & Elkins and Gibson, Dunn & Crutcher announced five deals this past week in which they helped their clients raise nearly $18 billion through securities offerings and internal asset dropdowns/affiliate consolidations. Andrews Kurth handled four of the five deals, Baker Botts handled three, Vinson & Elkins handled three and Gibson Dunn handled one.
In the biggest deal, valued at $13.8 billion, Tulsa-based The Williams Companies acquired all public shares of its master limited partnership, Williams Partners LP. Upon the closing of the proposed stock-for-unit transaction, which is expected to close in the third quarter of 2015, the combined entity will likely be one of the largest C-Corps in the energy sector.
A predominantly non-Texas-based team from Gibson Dunn handled the corporate aspect of the deal for Williams, but the team included corporate associate Melissa Persons and securities associate Jonathan Whalen.
Houston partner Robert McNamara of Andrews Kurth advised Williams on tax matters.
Baker Botts lawyers from Houston and Austin handled the deal for Williams Partners, with corporate partner Josh Davidson as the lead attorney. He received assistance from partner Tull Florey and associates Alyssia Bernazal, Jennifer Wu and Rachel Ratcliffe.
Partner Michael Bresson and special counsel Chuck Campbell advised on tax matters. Partners David Sterling, Bill Kroger and Danny David handled litigation matters.
In the next biggest deal, Houston-based Enterprise Products Partners’ operating subsidiary priced a $2.5 billion offering of senior unsecured notes comprised of $750 million due May 7, 2018, $875 million due Feb. 15, 2026 and $875 million due May 15, 2046. Enterprise expects to use the net proceeds of the offering to repay debt, repay amounts outstanding on the maturity of Enterprise Products Operating’s $400 million principal amount of Senior Notes X due in June and other general company purposes.
Houston partner David Buck of Andrews Kurth led the offering for Enterprise and received assistance from partners Robert McNamara and Lee McMurtry and associates Jennie Miller, Coleman Wombwell, Kayleigh McNelis, Jocelyn Tau and Matt Grunert – all of whom are also based in Houston.
Houston partners Doug McWilliams and Michael Harrington of Vinson & Elkins represented the underwriters of the offering, which included Wells Fargo; Barclays Capital; Credit Suisse Securities; Mitsubishi UFJ Securities; Mizuho Securities USA; RBC Capital Markets; SunTrust Robinson Humphrey; U.S. Bancorp Investments; BBVA Securities; Merrill Lynch, Pierce, Fenner & Smith; DNB Markets; Morgan Stanley & Co.; Scotia Capital; SMBC Nikko Securities America; UBS Securities; and Deutsche Bank Securities.
V&E also represented the underwriters in Pittsburgh-based EQT GP Holdings’ IPO, which closed Friday and raised $676 million. Houston partners David Oelman and Mike Telle worked with the underwriters, which included Barclays, Goldman Sachs, BofA Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank Securities, J.P. Morgan, RBC Capital Markets, Wells Fargo Securities, MUFG, BNP Paribas, PNC Capital Markets, Scotia Howard Weil, SunTrust Robinson Humphrey, Ladenburg Thalmann, Oppenheimer & Co. and U.S. Capital Advisors.
A predominantly Austin and Houston-based Baker Botts team led by corporate partner Mollie Duckworth handled the IPO for EQT, which also included partners Josh Davidson, Mike Bresson, Chad McCormick, James Chenoweth, Chuck Campbell, Shalla Prichard, Matt Kuryla and Rob Fowler; special counsel Terence Rozier-Byrd and Lyman Paden; and associates Sally Russell, Alyssia Bernazal, Jennifer Wu, Rachel Ratcliffe, Zackary Pullin, Jared Meier, Rachael Lichman, Cathy Yang, Jerrod Harrison and Daniel Kruger.
Another Baker Botts corporate partner, Hillary Holmes of the firm’s Houston office, handled Shell Midstream Partners’ agreement to buy additional interests in Zydeco Pipeline Company and Colonial Pipeline Company from Shell Pipeline Company for $448 million.
It is unclear at this time who Shell Pipeline’s legal counsel was for the deal, but a May 11 SEC filing indicates that the legal work may have been handled in-house.
Houston partner Mike O’Leary of Andrews Kurth represented the conflicts committee of the board of directors of the general partner of Shell Midstream, which approved the terms of the transaction. O’Leary received assistance from Houston partner Robert McNamara and associates Kayleigh McNellis, Morgan Kenner and Matthew Martin, as well as Washington, D.C. partners Bill Cooper and Shemin Proctor.
O’Leary also represented the underwriters participating in Houston-based Black Stone Minerals’ IPO, which raised around $427.5 million. O’Leary received assistance from Houston partners Jon Daly, Tom Ford and Allison Mantor; Austin partner Lisa Shelton; The Woodlands associate Chris Porter; and Houston associates Taylor Landry, Mike Hoffman, Harve Truskett and Ali Farish.
The underwriters were Barclays Capital; Merrill Lynch, Pierce, Fenner & Smith; Citigroup Global Markets; Credit Suisse Securities; Wells Fargo Securities; J.P. Morgan Securities; Morgan Stanley & Co.; Raymond James & Associates; Scotia Capital; and Simmons & Company International.
Partners Mike Rosenwasser and Brenda Lenahan of V&E’s New York office and attorneys from Delaware firm Richards, Layton & Finger represented Black Stone in the IPO.
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