Should Santa Claus require an alternative to reindeer power for his sled, two Texas energy partnerships might be able to provide some assistance.
Andrews Kurth, Bracewell & Giuliani and Vinson & Elkins are advising on two big energy industry deals announced Monday: Regency Energy Partners’ roughly $1.3 billion buy of two Texas pipeline systems and Kinder Morgan Energy Partners’ nearly $1 billion purchase of two tanker companies that transport crude oil.
Stephen Gill, a Houston-based Vinson M&A partner, is leading a team from the firm representing Eagle Rock Energy Partners on its sale of 8,100 miles of oil and gas pipeline to Dallas-based Regency, a master limited partnership and subsidiary of pipeline magnate Kelcy Warren’s Energy Transfer Equity L.P.
A press release announcing the transaction states that Regency has agreed to pay $200 million in stock and $520 million in cash for Eagle Rock’s midstream assets, while also assuming $550 million in outstanding Eagle Rock debt. The deal is expected to close in the second quarter of next year.
Former Thompson & Knight partner Charles Boettcher serves as Eagle Rock’s chief compliance officer and general counsel. Another former Thompson & Knight partner, Christopher Ray, is an Eagle Rock director, while current Norton Rose Fulbright corporate governance cochair Peggy Heeg serves as an independent director of the Houston-based master limited partnership.
Other Vinson lawyers advising Eagle Rock on the transaction include tax partner John Lynch, employee benefits partner David D’Alessandro, labor and employment partner Sean Becker, antitrust partners Dionne Lomax and William Vigdor, capital markets partners Douglas McWilliams and C. Michael Harrington, finance partner David Wicklund, complex commercial litigation partner Michael Holmes, environmental partner Larry Nettles and real estate counsel E. Scot Dixon. The Vinson associates working on the matter are Benjamin Barron, Kimberley Biagoli, Ryan Carney, Matthew Dobbins, Adam Law, Kai Liekefett, Brandie Mask, Shaun Mathew, Jason McIntosh, Sarah Mitchell, Dario Mendoza, Scott Rubinsky, Atman Shukla and David Thompson.
Vinson’s vaunted energy practice was also busy last week advising Dallas-based Summit Midstream Partners on its $190 million purchase from Blackhawk Midstream LLC of a stake in pipeline systems serving the Utica Shale play in eastern Ohio, according to the Oil & Gas Financial Journal.
Energy partner Douglas Bland is leading a Vinson team working on that deal. Other lawyers from the firm working on the matter include M&A partner Marc Rose, tax partner David Peck, labor and employment partner Vanessa Griffith, D’Alessandro, Nettles and associates Matthew Cox, Regina Ibarra, Thomas Laughlin, Igor Norinsky, Julie Pashin, Will Russ and Nathan Zhang. Brock Degeyter serves as general counsel for Summit Midstream, while attorneys Christopher Leininger and Susan Tomasky are members of its board of directors.
Vinson also advised PVR Partners in October on its $5.6 billion sale to Dallas-based Regency, which according to our previous reports was represented on that deal by Baker Botts. The Am Law Daily reported in February on Akin Gump Strauss Hauer and Feld and Locke Lord’s advising Regency on its $1.5 billion cash-and-stock acquisition of Southern Union Gathering.
Andrews Kurth, which advised Regency’s parent Energy Transfer Partners on that transaction, is also counseling the company on its current purchase of midstream assets from Eagle Rock. Former Andrews Kurth partner Thomas Mason is general counsel of Energy Transfer Partners. Frances Kilborne serves as assistant general counsel for Regency, whose former general counsel Paul Jolas stepped down in May 2012, according to an SEC filing.
In the second pipeline deal announced Monday, Latham & Watkins is taking the lead for Aurora, Colo.–based Cross-Country Pipeline on its acquisition of Power Associates International. Latham corporate partner John Giouroukakis is leading a team of lawyers from the firm advising Cross-Country, a portfolio company of longtime Latham private equity client Odyssey Investment Partners. (Latham advised Odyssey earlier this month on its $615 million sale of BarrierSafe Solutions International to Australia’s Ansell Ltd.)
Sibling publication The Asian Lawyer reported last week on Asia Pacific legal giant King & Wood Mallesons snagging the lead role advising Australian pipeline operator APA Group on its $1.3 billion acquisition of gas distribution rival Envestra Ltd.
As for Kinder Morgan, which on Monday announced its $962 million cash purchase of American Petroleum Tankers and State Class Tankers through pipeline operating unit Kinder Morgan Energy Partners, the Dallas-based energy giant has once again turned to Bracewell for outside counsel on the deal.
The Bracewell lawyers advising Kinder Morgan Energy Partners on its purchase of the two tanker companies include energy partner Michael Telle, business and regulatory cochair Gregory Bopp, finance partner Heather Brown, restructuring partner Robert Burns, antitrust partner Daniel Hemli, employee benefits partner Scott Sanders, environmental partner Timothy Wilkins and associates Rebecca Baker, Clay Brett, Jason Jean, Jonathan Lozano, Jennifer Necas and J. Charles Nixon.
Bracewell advised Kinder Morgan Energy Partners last year on a $6.22 billion pipeline deal with parent Kinder Morgan, according to our previous reports. The firm also represented Kinder Morgan Energy Partners as its $3.2 billion purchase earlier this year of natural gas services company Copano Energy. David DeVeau, general counsel of Kinder Morgan, is working on the current deal along with deputy general counsel Adam Forman and assistant general counsel R. Eric McCord.
Kinder Morgan Energy Partners is acquiring the tanker companies from affiliates of private equity firms The Blackstone Group and Cerberus Capital Partners, respectively.
Simpson Thacher & Bartlett corporate partner Andrew Calder—named an Am Law Daily Dealmaker of the Week in November for his work advising Blackstone-backed GeoSouthern Energy on its $6 billion sale of assets to Devon Energy—and associate Jay Blackman are advising the sellers, along with partner Alon Harnoy and associate Meital Dror from New York–based corporate boutique Shiboleth. The sale of the tanker companies is expected to close in the first quarter of 2014.
Simpson, of course, has has longstanding ties to Blackstone, which announced last week its $685 million acquisition of three power plants in Texas from British energy company Centrica’s North American unit Direct Energy.
Last week Jones Day helped Tokyo-based TonenGeneral Sekiyu become Japan’s third-largest oil refiner following its $241.3 million acquisition of an 89.9 percent stake in Mitsui Oil. M&A partner Nobutoshi Yamanouchi, who merged his former Tokyo-based firm with Jones Day in 2001, is leading a team of lawyers working on the deal that includes tax partner Koichi Inoue, antitrust partners Shinya Watanabe and Yizhe Zhang, and global disputes partner Peter Wang. TonenGeneral was formed in 2000 following the merger of former Exxon Mobil affiliates Tonen and General Sekiyu.
The Am Law Daily reported earlier this month on the bevy of large firms around the world reaping the benefits from a flurry of late-year energy M&A deals. Among the energy developments noted in that story was pending legislation in Mexico to lift restrictions on foreign investment in the country’s energy industry, which was nationalized in 1938.
On Monday, Mexico’s president signed into law the controversial bill, as the country hopes an influx of outside capital will boost falling domestic oil production. Bingham McCutchen and Mayer Brown were two Am Law 100 firms to issue client alerts in response to the legislation’s passage.