Deal Wrap: Activity in Shales Keep Lawyers Busy
Several of the big Texas deals announced in September involve companies operating in the Permian Basin and other shales.
September 14, 2018 at 04:27 PM
5 minute read
Fracking
Deal Wrap, published periodically, is a compilation of some of the largest deals carried out in Texas.
Akin Gump Strauss Hauer & Feld. Orrick Herrington & Sutcliffe and Vinson & Elkins are working on a $950 million acquisition of a company operating in the hot Permian Basin area of Texas.
Akin Gump represents EagleClaw Midstream in its pending acquisition of Caprock Midstream Holdings from Energy Spectrum Capital and Caprock Midstream Management for about $950 million in cash. Orrick represents Energy Spectrum Capital and Caprock Midstream Management, while Caprock Midstream Holdings turned to V&E.
On Sept. 5, Midland-based EagleClaw, the largest privately held midstream operator in the Permian's Delaware Basin in West Texas, announced binding agreements to acquire Caprock Midstream Holdings for $950 million plus pre-closing adjustments. Caprock, based in Humble near Houston, is a privately held midstream operator with assets in the Delaware Basin. EagleClaw is a Blackstone Energy Partners portfolio company.
The deal is expected to close by year end. The combined business will operate under the EagleClaw name.
Global energy and transactions partners Thomas McCaffrey and Patrick Hurley, both of Houston, lead the Akin Gump team advising Blackstone and EagleClaw. Others are global energy and transactions partners William Morris, Robert Shearer, Andrew Lehman and Shar Ahmed, all of Houston; tax partner Alison Chen of Houston; environment and natural resources partner David Quigley of Washington, D.C.; corporate partner Scott Welkis of New York; and labor and employment partner Brian Patterson of Houston and Dallas.
At V&E, corporate partner Mike Saslaw and John Grand, both of Dallas, lead the deal team. Other advisers include tax partner David Pack of Dallas; executive compensation/benefits partner Shane Tucker of Dallas; labor/employment partner Sean Becker of Houston; environmental partner Larry Nettles of Houston; finance partner Tzvi Werzberger of New York; antitrust partner William Vigdor of Washington, D.C.; and intellectual property partner Peter Mims of Houston.
Orrick partner David Ronn of Houston led the firm's team advising Energy Spectrum Capital and Caprock Midstream Management.
EagleClaw Midstream Ventures Joint Venture with Kinder Morgan Texas Pipeline
In another deal involving EagleClaw and announced on Sept. 5, V&E advised Midland-based EagleClaw on definitive joint venture agreements with Kinder Morgan Texas Pipeline, a Kinder Morgan subsidiary, that will pave the way for the $2 billion Permian Highway Pipeline Project. Bracewell represented longtime client Kinder Morgan, of Houston.
The pipeline will transport natural gas production from the Permian Basin to markets along the Texas Gulf Coast, and plans call for it to be in service in late 2020, assuming timely receipt of regulatory approvals. The definitive agreements were announced because the joint venture participants secured sufficient transportation agreements with shippers.
V&E partner Keith Fullenweider of Houston led the corporate team for EagleClaw, with assistance from others, including tax partner John Lynch of Houston.
The Bracewell lawyers for Kinder Morgan include partners Jason Jean of Houston, D. Kirk Morgan of Washington, D.C., and Elizabeth McGinley of New York.
The in-house team at Kinder Morgan includes Bill Wolf, vice president and deputy general counsel; Melinda Winn, Steven Kolos and Patrick Stewart, all assistant general counsel; Jordan Mintz, chief tax officer, and Jeffrey Utay, vice president-tax.
Flywheel Energy Acquisition of Fayetteville Shale E&P
Vinson & Elkins represents Flywheel Energy in its pending $1.87 billion acquisition of Fayetteville Shale E&P and related assets from Southwestern Energy Co., which turned to Latham & Watkins.
On Sept. 4, Spring-based Southwestern Energy announced a definitive agreement with Flywheel Energy, a privately held company in Oklahoma City, Oklahoma, backed by Kayne Private Energy Income Funds, to sell Fayetteville Shale E&P and related midstream gathering assets for $1.87 billion in cash, plus an additional $438 million of debt.
The transaction is expected to close in December but will be effective as of July 1.
Houston partner Bryan Loocke leads V&E's team for Flywheel Energy and Houston partner Michael Telle leads the advisers on a corporate line of equity connected to the acquisition. Others on the team include environmental partner Larry Nettles of Houston; executive compensation/benefits partner Stephen Jacobson of Houston; labor/employment partner Sean Becker of Houston; tax partner Todd Way of Dallas, and antitrust partner Hill Wellford of Washington, D.C. Finance partner Guy Gribov of Houston led the acquisition financing team.
At Latham, corporate partner Jeffrey Munoz leads the deal team. Others are tax partner Tim Fenn of Houston, benefits and compensation partner David Taub of Los Angeles, securities partner John Greer of Houston, and finance partner Catherine Ozdogan of Houston.
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