Charlotte Keenan represents both public and private companies in capital markets transactions, mergers and acquisitions and Securities and Exchange Commission (SEC) compliance and disclosure matters. Her capital markets experience includes initial public offerings, shelf offerings, investment-grade debt offerings and other financing transactions. Charlotte assists clients with respect to business combinations, entity formation and dissolution, asset and stock purchases and sales and commercial business transactions. She has advised conflicts committees and boards of directors on fiduciary duties, corporate governance and other matters.
Charlotte represented Great Plains Energy with respect to its purchase of Westar Energy, which was the largest deal in the U.S. electricity distribution market in 2016. She was also a member of Bracewell teams that represented Kinder Morgan in the second-largest energy deal in history and in Kinder Morgan’s first registered public offering of euro-denominated notes.
Recent Notable Matters
Great Plains Energy Incorporated — revised stock-for-stock merger of equals transaction with Westar Energy, Inc., creating a company with a combined equity value of approximately $14 billion, and with nearly 13,000 MW of generation capacity and more than 51,000 miles of distribution lines
Hydro One Limited — $5.3 billion acquisition of Avista Corporation in an all-cash transaction, establishing one of North America’s largest regulated electricity and natural gas businesses with more than $25.4 billion in combined assets
VTTI Energy Partners LP — representing the Conflicts Committee of the Board of Directors of the general partner of VTTI Energy Partners LP in a merger agreement between VTTI Energy Partners LP and VTTI B.V. pursuant to which VTTI B.V. will acquire, for cash, all of the outstanding publicly held common units of VTTI Energy Partners LP
Phillips 66 — $600 million offering of floating rate notes of Phillips 66 exchangeable into floating rate notes of Phillips 66 Partners LP, the first offering by a sponsor of an MLP of debt securities that are exchangeable at the option of the sponsor into debt securities of an MLP
TechnipFMC plc — represented BofA Merrill Lynch and Wells Fargo Securities, as the exclusive dealer managers, in offers to exchange $800 million of senior notes issued by FMC Technologies, Inc. for new senior notes issued by its parent, TechnipFMC plc, and related consent solicitations by FMC Technologies, Inc.
Conflicts Committee of the Board of Directors of Midcoast Holdings, L.L.C. — the general partner of Midcoast Energy Partners, L.P. (MEP), in connection with a definitive merger agreement between MEP and Enbridge Energy Company, Inc. (EECI), an indirect subsidiary of Enbridge Inc., whereby EECI will acquire, for cash, all of the outstanding publicly held common units of MEP
DCP Midstream, LLC — 50/50 joint venture between Phillips 66 and Spectra Energy, in a transaction combining all of the assets and debt of Midstream with DCP Midstream Partners, LP. The combination creates the largest gathering and processing master limited partnership in the United States with a pro-forma enterprise value of approximately $11 billion.
Great Plains Energy Inc. — $12.2 billion acquisition of Westar Energy, the largest deal in the U.S. electricity distribution sector in 2016
Kinder Morgan, Inc. — acquisition of all the outstanding equity securities of Kinder Morgan Energy Partners, L.P., Kinder Morgan Management, LLC, and El Paso Pipeline Partners, L.P., for a total transaction value of approximately $76 billion
Kinder Morgan, Inc. — first registered public offering of euro-denominated notes, consisting of €1.25 billion aggregate principal amount of debt securities
Conflicts Committee of the Board of Directors of VTTI Energy Partners GP, LLC, the general partner of VTTI Energy Partners LP — VTTI Energy Partners’ acquisition in separate transactions of additional interests in VTTI MLP B.V. for $75 million and for $96.2 million
Underwriters in Independent Bank Group, Inc. — public offering of $45 million aggregate principal amount of subordinated notes
Conflicts Committee of the Board of Directors of the general partner of Tallgrass Energy Partners — acquisition of a 25 percent membership interest in Rockies Express Pipeline LLC for approximately $440 million
FX Energy, Inc. — $119 million sale to ORLEN Upstream Sp. z o.o., wholly-owned exploration and production subsidiary of PKN ORLEN SA.
Allegiance Bancshares Inc. — initial public offering of 2,600,000 shares of common stock at $21 per share, for gross proceeds of approximately $54.6 million
Kinder Morgan, Inc. — $6 billion debt offering consisting of $500 million of 2 percent Senior Notes due 2017, $1.5 billion of 3.05 percent Senior Notes due 2019, $1.5 billion of 4.3 percent Senior Notes due 2025, $750 million of 5.3 percent Senior Notes due 2034, and $1.75 billion of 5.55 percent Senior Notes due 2045
Special Committee of the Board of Directors of Enbridge Energy Management, L.L.C. — acquisition by Enbridge Energy Partners, L.P. of a 66.67% interest in the U.S. segment of the Alberta Clipper Pipeline owned by its general partner, Enbridge Energy Company, Inc. in exchange for the issuance of Class E units with an aggregate notional value of $694 million and the prepayment of indebtedness in the amount of $306 million