Troy Harder advises clients in all aspects of corporate and securities law, with an emphasis on corporate finance transactions. He has experience representing both issuers and investment banks in a wide range of capital markets transactions, including initial public offerings, public and private offerings of debt and equity securities, tender offers, consent solicitations and exchange offers. He also counsels clients in connection with SEC reporting and corporate governance and compliance matters, including insider reporting and compliance with the rules of the New York Stock Exchange and NASDAQ. He has significant experience advising boards and conflicts committees in corporate governance matters and related party transactions.
Troy has represented companies involved in all aspects of the energy industry, including exploration and production companies, midstream companies, pipeline joint ventures, oilfield services companies and public utilities. He has also advised companies in a variety of other industries, such as private equity firms, bank holding companies and manufacturing companies.
Recent Notable Matters
Phillips 66 — $3.8 billion acquisition of all of the publicly held common units of DCP Midstream, LP in a cash for unit merger transaction
Drilling Tools International — business combination with ROC Energy Acquisition Corp., a special purpose acquisition company, that resulted in DTI becoming a US publicly listed company
Sable Offshore Corp. — purchase from Exxon Mobil Corporation of the Santa Ynez field in Federal waters offshore California and associated onshore processing and pipeline assets, including pipeline assets acquired by Exxon Mobil from Plains Pipeline L.P. and the proposed merger with Flame Acquisition Corp., a special purpose acquisition entity
Kinder Morgan, Inc. — $1.225 billion acquisition of Stagecoach Gas Services LLC, a natural gas pipeline and storage joint venture between Consolidated Edison, Inc. and Crestwood Equity Partners LP
Southern Natural Gas Company, L.L.C. — $300 million Rule 144A offering of senior notes
Apache Corporation — three separate public notes offerings totaling $3.25 billion and concurrent tender offers for debt securities
Tallgrass Energy, LP — represented the Conflicts Committee in the acquisition of all of Tallgrass Energy, LP’s publicly held common shares by a group led by Blackstone Infrastructure Partners for approximately $3.2 billion
Underwriters for EOG Resources Inc. — $1.5 billion public notes offering
Tennessee Gas Pipeline Company, L.L.C. — $1.0 billion Rule 144A notes offering
Kinder Morgan Canada Limited — acquisition of all of the equity securities of Kinder Morgan Canada by Pembina Pipeline Corporation
Altus Midstream Company — $625 million private placement of preferred equity
Pioneer Natural Resources Company — $400 million sale of pressure pumping assets to ProPetro Holding Corp.
Western Gas Partners, LP — represented the Special Committee in the merger between Western Gas Partners, LP and Western Gas Equity Partners, LP and the concurrent acquisition of substantially all of Anadarko Petroleum Corporation’s remaining midstream assets for $4.015 billion
Apache Corporation — creation of Altus Midstream Company in a $3.5 billion transaction with Kayne Anderson Acquisition Corp.
Kinder Morgan, Inc. — shelf offerings of debt securities totaling $4.5 billion over four years
Tallgrass Energy Partners, LP — represented the Conflicts Committee in four separate acquisitions, for total consideration of over $2.0 billion, of ownership interests in Pony Express Pipeline LLC from its parent sponsor
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
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
Tallgrass Energy Partners, LP — represented the Conflicts Committee in the $400 million acquisition of a 24.99 percent membership interest in Rockies Express Pipeline LLC from its parent sponsor
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.
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
Colorado Interstate Gas Company, L.L.C. — a wholly owned pipeline subsidiary of Kinder Morgan, Inc., in its Rule 144A offering of $375 million of 4.15 percent senior notes due 2026
Kinder Morgan Energy Partners, L.P. — shelf offerings of equity and debt securities totaling over $13.6 billion over five years
Kinder Morgan, Inc. — public offering of preferred equity securities, consisting of $1.6 billion of 9.75% Series A Mandatory Convertible Preferred Stock
Underwriters’ Counsel for EOG Resources Inc. — shelf offerings of equity and debt securities totaling over $15.6 billion over seven years
Kinder Morgan, Inc. — registered public offering of euro-denominated notes, consisting of €1.25 billion aggregate principal amount of debt securities
Publications and Speeches
"2023 Q3 Capital Markets Update," CFGI Houston CPE Event, November 14, 2023