Deal Wrap, published periodically, is a compilation of some of the largest deals carried out in Texas.

Gibson, Dunn & Crutcher is representing Encino Acquisition Partners (EAP) of Houston in its pending $2.2 billion acquisition of Chesapeake Energy’s oil and gas assets in the Utica Shale in Ohio. Chesapeake turned to Shearman & Sterling, while Kirkland & Ellis advised EAP on financing.

On July 26, EAP announced it had signed a definitive agreement to acquire the assets. The Canada Pension Plan Investment Board (CPPIB) and Houston-based Encino Energy formed EAP in 2017 to make oil and gas production and development assets in the lower 48 states. For the Chesapeake acquisition, CPPIB will invest about $1 billion in EAP and own about 98 percent of the partnership. Encino Energy will also invest along with CPPIB and will operate the assets.

The transaction is expected to close during the fourth quarter, subject to customary closing conditions including regulatory approvals.

The Gibson Dunn team is led by Houston partner Justin Stolte and Denver partner Beau Stark.  Others are benefits partner Michael Collins of Washington, D.C., CFIUS (Committee on Foreign Investment in the United States) partner Jose Fernandez of New York, tax partner James Chenoweth of Houston and environmental partner Peter Modlin of San Francisco.

Shearman did not provide a deal team.

The Kirkland lawyers working on financing for EAP include debt finance partners Will Bos and Andy Veit, both of Houston, and capital markets partner Matthew Pacey of Houston.

Energy Transfer Equity to Acquire Energy Transfer Partners

Vinson & Elkins is representing Energy Transfer Partners (ETP) in an agreement to merge with a wholly owned subsidiary of Energy Transfer Equity (ETE) in a unit-for-unit exchange. Latham & Watkins is representing ETE.

The transaction, announced on Aug. 1, has been approved by the boards of directors and conflicts committees of both Dallas-based partnerships and is expected to close during the fourth quarter, subject to approval by a majority of the unaffiliated unitholders of ETP and other customary closing conditions.

ETE owns the general partner of ETP, and the transaction, valued at a reported $27.5 billion, simplifies the corporate structure. Currently, ETP is a master limited partnership that owns U.S. energy assets, while ETE is an MLP that owns the general partner and all of the incentive distribution rights of ETP.

The Vinson & Elkins team for ETP is led by partners Lande Spottswood and Steve Gill, both of Houston. Additionally, tax partners Gary Huffman of Washington, D.C., and Ryan Carney of Houston are working on the transaction.

At Latham, the deal team for ETE is led by Houston partners Bill Finnegan and Debbie Yee. Others are tax partners Tim Fenn of Houston and Larry Stein of Los Angeles, and finance partner Craig Kornreich of Houston.

Potter Anderson & Corroon was legal counsel to ETE’s conflicts committee, and Richards, Layton & Finger had the same role for ETP’s conflicts committee.

Harvest Midstream Acquisition of Energy Assets From Williams Partners

Houston-based Harvest Midstream Co. turned to Bracewell for its pending acquisition of $1.125 billion of energy assets from Williams Partners, which is represented by Davis Polk & Wardwell.

On July 30, Harvest Midstream announced a definitive agreement to acquire assets in the Four Corners area, including more than 3,700 miles of pipeline, two gas processing plants and a carbon dioxide treating plant, from Tulsa-based Williams Partners. Harvest Midstream is an affiliate of Hilcorp Energy Co., also of Houston.

The deal is expected to close in the next few months, subject to customary closing conditions.

The Bracewell team for Harvest Midstream includes Houston partners W. Cleland Dade, Rebecca Baker, Mark Holmes, Aaron Roffwarg, Scott Sanders, Dale Smith and Tony Visage. Others are New York partners Daniel Hemli and Elizabeth McGinley, Washington, D.C., partner D. Kirk Morgan II, and Austin partner Timothy Wilkins.

At Hilcorp, Michael Fertitta, senior vice president and general counsel, is working on the deal, along with deputy general counsel Spencer Kerr and senior legal counsel Chris Miller.

The Davis Polk lawyers, all in New York or Washington, D.C., include corporate partners Louis Goldberg and Oliver Smith; antitrust and competition partner Howard Shelanski; tax partner Avishai Shachar; real estate partner Brian Hirsch, and executive compensation partner Kyoko Takahashi Lin.