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Bracewell Represents Phillips 66 Partners in Gray Oak Pipeline and South Texas Gateway Terminal Joint Ventures

HOUSTON – Bracewell LLP represented Phillips 66 Partners in the joint venture, construction and operating agreements with San Antonio-based refining company Andeavor and an equity option with Canadian midstream company Enbridge Inc. in relation to the Gray Oak Pipeline. The firm also represented Phillips 66 Partners in a 25 percent interest in a joint venture with Houston-based Buckeye Partners LP to develop the new South Texas Gateway Terminal at the mouth of Corpus Christi Bay.

Phillips 66 Partners will own a 75 percent stake in the Gray Oak Pipeline joint venture, while Andeavor will hold the remaining 25 percent ownership in the crude oil pipeline, which is expected to be commissioned by the end of 2019. There is an option for Enbridge to indirectly acquire up to 32.75 percent in the pipeline joint venture. Buckeye Partners will operate the South Texas Gateway Terminal and have a 50 percent stake, while Phillips 66 Partners and Andeavor will each have a 25 percent ownership interest in the terminal.

The Gray Oak Pipeline system will transport crude oil from West Texas to the Corpus Christi, Sweeny and Freeport markets. Based on results of a second open season, the Gray Oak Pipeline could deliver crude oil of up to 700,000 barrels per day or more from the Permian Basin to downstream markets. The Gray Oak Pipeline will be linked in Corpus Christi to the new South Texas Gateway Terminal, the deep-water marine storage terminal positioned to serve as the primary outlet for crude oil delivered off of the planned pipeline.

Phillips 66 Partners is a growth-oriented master limited partnership formed by Phillips 66 to own, operate, develop and acquire primarily fee-based crude oil, refined petroleum products and natural gas liquids pipelines and terminals and other transportation and midstream assets. The Gray Oak Pipeline marks Andeavor’s first project in the Gulf Coast region.

Bracewell lawyers involved in the transactions included:

Partners: G. Alan Rafte, George D. Fatula, Mark K. Lewis, Elizabeth L. McGinley, Dale D. Smith, Hans P. Dyke, Bruce R. Jocz and Rebecca L. Baker

Senior Counsel: Steven J. Lorch

Counsel: Tamara L. McKinzie

Associates: Patrick K. Johnson, Shannon M. Rice, Sarah L. Rafie and Sidney Troy Nuñez