© 2014 The Texas Lawbook.
By Natalie Posgate – (October 27) – Texas lawyers from Baker Botts, Andrews Kurth, Latham & Watkins and Gibson, Dunn & Crutcher are advising on the $50 billion merger between two Oklahoma-based energy master limited partnerships – Williams Partners LP and Access Midstream Partners, LP.
Upon completion of the merger, which is expected to occur by early 2015, Williams Partners will become wholly owned by Access Midstream. The merged MLP will be named Williams Partners LP.
Latham & Watkins represented Oklahoma City-based Access Midstream, with Houston partner Ryan Maierson as the lead attorney. Also assisting on the corporate team were Houston associates Thomas Brandt, Carolyn Check, Sara-Ashley Hernandez and Matthew Olson.
“This merger will result in Williams Partners being one of the largest MLPs by both market capitalization and EBITDA, with a broad set of service offerings across the most prolific producing basins in the U.S.,” Maierson said. “We were privileged to have represented Access in this transaction that is transformative both for our client and for the broader MLP sector.”
Other Houston attorneys who provided advice on the deal included Houston tax partner Tim Fenn and associate Bryant Lee and environmental partner Joel Mack and associate Alicia Handy. Attorneys from the firm’s Los Angeles, San Francisco, Silicon Valley, Orange County, New York and Washington, D.C. offices also advised on the merger.
Latham has represented Access Midstream since 2012 and has handled a number of capital markets offerings and M&A matters for the partnership.
Both Access Midstream and Williams Partners formed a conflicts committee for their boards of directors to negotiate, review and approve the merger. Delaware law firm Richards, Layton & Finger advised the conflicts committee of Access Midstream.
A primarily Houston-based team of lawyers from Baker Botts advised the conflicts committee of Tulsa-based Williams Partners, with corporate partner Josh Davidson leading the deal. He received assistance from partner Tull Florey and associates Travis Wofford, Allysa Bernazal, Jennifer Wu and Sarah McDermand.
Partner Michael Bresson and special counsel Chuck Campbell handled tax matters. Partners David Sterling, Bill Kroger and Danny David took care of the litigation aspect of the deal.
Baker Botts has been representing the Williams conflicts committee on deals since 2006, including several top-down transactions. The firm also represented Williams Partners in 2012 when it acquired $2.4 billion in chemical and pipeline assets from its affiliated energy infrastructure company, Williams, which was represented by Gibson, Dunn.
Gibson Dunn is again involved in the current deal. Along with Andrews Kurth, the firms provided legal advice for Williams, which owns controlling interests in the two merging MLPs and proposed the merger on June 15.
Gibson Dunn provided advice for the M&A, finance and employee benefits aspects of the deal. The Gibson Dunn team primarily consisted of non-Texas lawyers, but Dallas corporate associate Melissa Persons was involved.
Houston partners Robert McNamara, Angela Richards and Tom Ford of Andrews Kurth provided tax advice to Williams.
Aside from its Tulsa headquarters, the merged company will have major offices in Oklahoma City, Houston, Pittsburgh, Salt Lake City and Calgary.
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