© 2017 The Texas Lawbook.
By Natalie Posgate
(Feb. 1) – Tulsa-based natural gas pipeline company ONEOK said Wednesday that it will purchase all outstanding common units of its master limited partnership, ONEOK Partners, for $9.3 billion in common stock. The companies assert the overall value of the transaction is $17.2 billion.
The companies said that the transaction will cause ONEOK’s distributable cash flow to double and that the MLP’s unitholders will benefit from lower cost of funding with elimination of incentive distribution rights, improve capital markets access and enhanced dividend growth.
The terms of the transaction were reviewed by an independent conflicts committee, which recommended approval of the transaction to the board of directors of the general partner of ONEOK Partners.
ONEOK turned to Houston corporate partner Frank Bayouth of Skadden, Arps, Slate, Meagher & Flom to handle its end of the transaction. He received assistance from Houston corporate associates Christopher Baeza, Kelly Willimas, Pete Osornio and Marc-Anthony Delgado, as well as attorneys from the firm’s Chicago, New York and Los Angeles offices.
ONEOK Partners’ conflicts committee hired Houston corporate partner Mike O’Leary of Andrews Kurth Kenyon to advise on its end of the negotiations. The Houston-based deal team also included corporate partner Jordan Hirsch and corporate associate Kayleigh McNelis, as well as tax partners Robert McNamara and Angela Richards and tax associate Jocelyn Tau.
J.P. Morgan and Morgan Stanley are serving as ONEOK’s financial advisors, while Barclays is representing the ONEOK Partners conflicts committee.
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