In a year when he’s already managed Vinson & Elkins’ work on five deals, each valued at more than $1 billion, Houston mergers-and-acquisitions partner Jeff Floyd led deal teams on two major energy deals announced this week.
Floyd led the V&E team representing Devon Energy Corp. in a deal with Crosstex Energy Inc. and the team representing Plains All American Pipeline in a definitive agreement to merge with PAA Natural Gas Storage.
“It’s nice to be in the oil patch these days,” Floyd says in reference to his work the last few weeks.
“We have enough people that we can staff multiple teams at the same time in the energy sector. There was no overlap except me between the two teams. If you are doing my role, you can do multiple transactions,” Floyd says.
Floyd says his role is managing the client and managing the delivery of service, along with negotiating the most sensitive and substantive parts of the transaction.
“Usually, in a merger transaction, younger partners or senior associates will negotiate large chunks of the merger agreement. I was involved principally more in the unique aspects of each deal,” he says.
Floyd says the Plains deal started in August, but the Devon/Crosstex deal came together over three weeks beginning in late September.
“For the last 10 days of that deal, we were ensconced in Dallas ’round the clock,” he says, noting that the Plains deal was far enough along that he was able to monitor it over the phone.
Devon, Crosstex Deal
In the Devon deal, the Oklahoma City-based company announced on Oct. 21 it would contribute all of its U.S. midstream business into Crosstex Energy Inc. and Crosstex Energy LP, both of Dallas, to form a new midstream business. Devon will contribute assets valued at $4.9 billion.
The new company—its name will be announced when the deal closes—will consist of a master limited partnership and a general partner, the companies announced in a press release. The transaction is expected to close during the first quarter of 2014, subject to approval by stockholders of Crosstex Energy Inc., regulatory approvals and customary closing conditions. The new company will be headquartered in Dallas.
The V&E lead team assisting Floyd includes partner Ramey Layne and associates Lande Spottswood, James Garrett and Crosby Scofield, all of Houston. Others include Houston partners John B. Connally and David Oelman.
Other V&E lawyers assisting are corporate associates Thomas Zentner, Michael Allers and Thomas Verity; tax partners Tom Crichton and Jim Meyer, both of Dallas, and associate Ryan Carney of Houston; employee benefits partner David D’Alessandro and associates Katherine Mull and Alex Farr, all of Dallas; employment partner Tom Wilson and associate Grace Ho, both of Houston; antitrust partners Billy Vigdor and Cathy Lewis, both of Washington, D.C.; environmental partner Larry Nettles of Houston; and regulatory partner Jay Seegers of Houston.
Lyndon Taylor, executive vice president and general counsel at Devon, is working on the transaction with assistance from Connie Tatum.
Baker Botts represents Crosstex in the deal. The team was led by partners Doug Rayburn and Steve Marcus, both of Dallas, and Steve Massad of Houston. Others, all of Dallas, are partners Courtney York and Eric Winwood, senior associate Preston Bernhisel, and associates Krysta Edwards and Bryan Henderson.
The in-house lawyers at Crosstex working on the deal include Joe Davis, executive vice president and general counsel, along with Scott Goldberg, Alaina Brooks and Kendall Talbott.
Three Delaware firms are also involved: Richards, Layton & Finger is Delaware counsel to Crosstex. Potter Anderson Corroon is counsel to the special committee of the Crosstex Energy Inc. board. Morris, Nichols, Arsht & Tunnell is counsel to the conflicts committee of the Crosstex Energy GP board.
Plains, PNG Deal
On Oct. 22, Plains All American Pipeline of Houston announced a definitive agreement and plan of merger with PAA Natural Gas Storage (PNG) of Houston that will result with PNG becoming a wholly owned subsidiary of Plains through a unit-for-unit exchange. Plains will acquire the portion of PNG it doesn’t already own, which is valued at roughly $920 million assuming a market cap of common units of $1.7 billion.
The terms of the merger agreement were approved by the conflicts committee of the board of the general partner of PNG, which negotiated terms on behalf of PNG. Richard McGee, executive vice president and general counsel at PNG, used lawyers from Richards Layton, including directors Srinivas Raju and William Haubert.
In addition to Floyd, the V&E team representing Plains includes mergers-and-acquisitions partner Alan Beck and associate Lauren Anderson, and capital markets partner Sarah Morgan and associate Will Burns, all of Houston. Others are tax partners John Lynch of Houston and Jim Meyer of Dallas, employment partner Brian Bloom of Dallas, environmental partner Larry Nettles of Houston and antitrust partner Billy Vigdor of Washington, D.C.