Houston-based energy infrastructure provider Genesis Energy LP announced Thursday its biggest deal in two years — the acquisition of all of Tronox Ltd.’s Alkali business for $1.3 billion in cash — and two Houston law firms got a piece of it.
Akin Gump Strauss Hauer & Feld is advising Genesis with a team co-led by J. Vincent Kendrick and Patrick Hurley in Houston.
Others on the team include Chris Centrich, Erik Shoemaker, Randy Santa Ana, David Sweeney and Shane Sullivan on the corporate side; Alison Chen on tax; David Quigley and Andrew Oelz on environmental; Lauren Leyden, Desiree Busching and Michael Gerald on labor and employment; and Paul Hewitt, Davina Garrod and Alaric Green on antitrust.
Akin attorneys Patrick Hurley, Matt Wendlandt, Chip Cowell, Chase Armbrust, Patrick Moneypenny and Chen also worked on a private placement of preferred units to finance the deal.
All of the members of the Akin team were in Houston except for Quigley and Hewitt, who are in Washington; Oelz and Gerard, who are in Los Angeles; Leydon and Busching, who are in New York; and Garrod and Alaric, who are in London.
Genesis’ general counsel is Kristen O. Jesulaitis, who previously worked at Akin Gump in the corporate and securities department.
Kendrick has advised Genesis before on several equity and debt offerings and private placements, joint ventures and acquisitions and divestitures, including its purchase of pipelines in the Gulf of Mexico two years ago from Enterprise Products Partners for $1.5 billion.
Andrews Kurth Kenyon is working on the financing, advising GSO Capital Partners and KKR Global Infrastructure Investors II on their purchase of $750 million worth of 8.75% class A convertible preferred units from Genesis.
Mike O’Leary, co-chair of the firm’s corporate and securities practice in Houston, led the deal team.
Other members of the group included Courtney Cochran Butler, Tom Ford, Allison Mantor, O’Banion Williams, Lisa Shelton, Shemin V. Proctor, Tom Taylor, Matt Grunert, Lydia Gromatzky, Michael Massiatte, Gia Cribbs, John Seward, Warren Knull, John Stribling, Garrett Hughey, Amanda Thienpont, Elizabeth Cone and Carolyn Exnicios.
All of the attorneys are based in Houston except for Massiatte, who is in Dallas; Shelton and Gromatzky, who are in Austin; and Proctor, Cribbs and Seward, who are in Washington.
Andrews Kurth has worked around Genesis matters before, including representing Enterprise Products Partners on the $1.5 billion pipeline sale to Genesis. It’s also advised underwriters on various Genesis stock and debt offerings.
Kirkland & Ellis and Willkie Farr & Gallagher are providing outside legal counsel to Tronox, mostly with attorneys out of Chicago and New York.
Tronox’s financial adviser is Credit Suisse, which was hired to sell the unit back in February to raise funds for its $1.6 billion purchase of the titanium dioxide unit of privately held global chemical and mining company Cristal. Bankers Spyros Svoronos, Haidee Lee and Macon Thompson handled it out of New York.
Michael Zawadzki led the deal from GSO in New York and Brandon Freiman from KKR in Menlo Park, Calif.
Tronox, which is headquartered in Stamford, Conn., picked up the business from FMC Corp. in 2015 for $1.6 billion.
The unit is the world’s largest producer of natural soda ash, or sodium carbonate, which is used to make glass, dry detergents and various chemicals and other industrial products. It produces 4 million tons of natural soda ash per year, or about 28% of the world’s supply, and has an estimated remaining reserve life of more than 100 years.
The acquisition and the sale of the preferred units are subject to customary closing conditions, including regulatory approvals, but the parties expect the deal to close in the second half of this year.
Genesis CEO Grant Sims said in a statement that the acquisition strategically fits with its existing assets, sharing qualities with its refinery services business, and will provide stable cash flow (the unit generated $166 million in Ebitda for the 12 months ending June 30). He also said the deal will be immediately deleveraging and provide further diversification and substantial scale to the partnership.
Genesis’ operations include offshore pipeline transportation, onshore facilities and transportation, refinery services and marine transportation in Texas, Louisiana, Arkansas, Mississippi, Alabama, Florida, Wyoming and the Gulf of Mexico.
Andrews Kurth Kenyon announced on Friday that it worked on two other deals.
The firm advised Enbridge Inc. on the sale of Olympic Pipe Line Co. to an unnamed buyer for $160 million, with Jordan Hirsch, Rob Taylor, Tom Ford, Angela Richards, Shemin V. Proctor, Phil Haines, Kayleigh McNelis, Brett Reamer and Jocelyn Tau on the deal team. The firm also counseled Basic Energy Services Inc. on a $50 million offering of stock, with David Buck, Robert McNamara, Lisa Shelton, Michael Hoffman, Garrett Hughey and Jocelyn Tau on the deal team.