© 2016 The Texas Lawbook.
By Natalie Posgate
(Oct. 25) – Ryan Maierson could probably use a nap.
The Houston-based corporate partner at Latham & Watkins led three deals in the past two days that total nearly $4 billion – and they were just as complex as they were valuable.
Andrews Kurth Kenyon’s Mike O’Leary must also be sleep deprived – he led the other side on two of the three deals.
“There seems to be a growing level of confidence with the relative stabilization of commodity prices,” Maierson said in an email. “Each has its own specific rationale and complexities, but taken on a whole I believe they are reflective of a general level of optimism that deals are going to start getting done with greater frequency. We believe there are additional transactions in the pipeline and expect to see continued activity in Q4 and into 2017.”
The merger
In the largest deal, announced Monday, Maierson and a team of Latham lawyers from Houston and Washington, D.C. represented JP Energy Partners in its $2 billion merger with American Midstream Partners. O’Leary and a team of Andrews Kurth Kenyon attorneys from Houston and Dallas advised ArcLight Capital Partners, which serves as the sponsor for both companies.
As part of the unit-for-unit merger, American Midstream will acquire 100 percent of JP Energy, and ArcLight will combine the general partners of the two companies. The merger will create a diversified midstream business operating in leading North American basins, including the Permian, Gulf of Mexico, Eagle Ford and Bakken. It will also be the third largest wholesale propane business in the U.S. and will have more than 3,100 miles of gathering and transportation pipeline.
After the deal closes late this year or early 2017, the combined partnership will be headquartered in Houston. The board of directors of the general partner of American Midstream will stay the same.
Other members of the Latham deal team included corporate partner John Greer, who co-led the deal for JP Energy with Maierson, as well as associates Cephas Sekhar, Ryan Lynch, Mark Kamand Om Pandya; tax partner Tim Fenn and associate James Cole; environmental partner Joel Mack and associate Alicia Handy; and attorneys from the firm’s Los Angeles and Washington, D.C. offices, who handled tax, regulatory and antitrust matters.
In addition to O’Leary, ArcLight’s team from Andrews Kurth included partners Melinda Brunger, Stephanie Beauvais, Courtney Cochran Butler, Jeff Butler, Kay Lynn Brumbaugh, Tom Ford and Angela Richards, as well as associates Taylor Landry, Alyssa Ladd, Harve Truskett and Jocelyn Tau.
A team from Locke Lord led by partners Bill Swanstrom and Greg Hill represented American Midstream in the deal. The Locke Lord team also included partners David Taylor, Mitch Tiras, Jeff Wallace and Van Jolas and associates Vince Cangelosi, Devon Coxand Ben Smolij. All attorneys are based in Houston except for Jolas, who is based in Locke Lord’s Dallas office.
Thompson & Knight was also involved in the deal. The firm represented the independent conflicts committee of American Midstream, which approved the terms of the merger with the boards of directors of both American Midstream and JP Energy. Houston senior counsel Alan Baden led the Thompson & Knight deal team, which also included Dallas partner Jeremiah Mayfield and Houston partner Todd Lowther.
The financial advisors in the deal were Bank of America Merrill Lynch for American Midstream, Simmons & Co. for American Midstream’s conflicts committee and BMO Capital Markets for JP Energy.
The sale
Maierson and O’Leary sat across the table from each other in another deal announced today between PennTex Midstream Partners, LLC (PennTex Development) and Energy Transfer Partners. ETP has agreed to acquire 100 percent of the general partner of its offspring master limited partnership, PennTex Midstream Partners, LP (PTXP). ETP is also acquiring 100 percent of the membership interests in PennTex Development, 6.3 million common units representing limited partner interests in PTXP and 100 percent of PTXP’s distribution rights.
The deal has a price tag of $640 million.
Maierson led the deal for PennTex Development. He received corporate assistance from Houston associates Nick Dhesi and Joshua Petersen. Fenn, Mack and Handy, who worked on the JP Energy-American Midstream deal, also worked on this transaction. The remainder of the Latham deal team was based in Washington, D.C.
O’Leary led the deal for ETP. He received assistance from Brumbaugh, who was also on the JP Energy-American Midstream deal, as well as partners George Vlahakos, Robert McNamara and Matt Grunert and associate Brooks Antweil. All attorneys are based in Houston except Brumbaugh, who is based in Andrews Kurth Kenyon’s Dallas office.
Wells Fargo served as PennTex Development’s financial advisor. The transaction is expected to close during the fourth quarter.
The acquisition
Maierson was at the negotiation table for yet another deal that was announced Monday: Buckeye Partners’ $1.15 billion acquisition of a 50 percent interest in VTTI B.V. The parent company of VTTI, Vitol Group, as well as Vitol Investment Partnership, will own the other 50 percent stake.
VTTI, based in The Netherlands, is a global marine terminal business that owns and operates approximately 54 million barrels of petroleum products storage across 13 terminals located across five continents. The terminals are predominantly located in key global energy hubs, including Northwest Europe, the United Arab Emirates and Singapore. They offer storage and marine terminalling services for refined products, liquid petroleum gas and crude oil.
Buckeye turned to Maierson and fellow Houston corporate partner Debbie Yee, also from Latham, to lead its end of the deal. The Latham deal team also included Dhesi and Cole (who were also on the PennTex Development-ETP deal), as well as Houston corporate associates Emily Korinek, William Kronenberger, Seth Rasmussen and Lance Hancock. The rest of Latham’s deal team was based in London, Chicago and Washington, D.C.
Vitol turned to a team of London lawyers from Vinson & Elkins to lead its end of the deal, but the team also included Houston tax partners Thomas Crichton and Judy Blissard.
The deal is expected to close in early January 2017.
Kudos to all attorneys involved in the negotiations. After merely writing all this out, I need a nap.
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