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Corporate and Securities

Corporate & Securities

Our corporate and securities group acts as trusted advisors to some of the world’s leading companies, financial institutions and private equity firms, and we also have a track record of partnering with small and mid-cap companies as they grow. With a reputation for excellence, responsiveness and understanding our clients’ businesses, we provide commercial, practical and creative advice to help our clients achieve their business objectives.

We counsel clients on a broad spectrum of legal and business matters, including capital markets transactions, mergers and acquisitions, corporate governance, general corporate matters and securities law compliance. We provide a comprehensive solution that includes all of the practice areas necessary to complete complex corporate and securities transactions, including tax, antitrust, environmental, energy regulatory, intellectual property, labor and employment, employee benefits and executive compensation, real estate and litigation.

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Our corporate and securities group represents issuers and underwriters in tens of billions of dollars of securities offerings annually, ranking us among the nation’s leaders in capital markets transactions. We advise on IPOs and follow-on equity offerings by corporations and master limited partnerships (MLPs), offerings of high‐yield and investment-grade debt securities, PIPEs and other private placements. We also are experienced in the structuring and offering of preferred, convertible, hybrid and other complex and innovative corporate and MLP securities, as well as in refinancings, restructurings and other liability management transactions.

Our corporate and securities group advises clients on the full range of corporate and securities law issues applicable to public and private companies, including corporate governance, duties of directors and officers, and other state corporate, partnership and limited liability company law matters, SEC reporting, and compliance with securities laws and regulations and stock exchange rules.

Our corporate and securities group serves as counsel on virtually every type of purchase and sale transaction involving public and privately held businesses. Totaling billions of dollars annually, these transactions include mergers, stock sales and exchanges, management and leveraged buyouts, acquisitions and dispositions of partnership interests and joint venture interests, acquisitions and dispositions of assets, tender offers, recapitalizations, roll-ups and other business combinations. In addition to buyers and sellers, we represent special committees of boards of directors and financial advisors in M&A transactions. We also represent funds, companies and management teams in private equity investments.

Bracewell is one of the select few law firms that are nationally recognized for having depth and experience in matters that are unique to master limited partnerships. We have represented MLPs and MLP sponsors since the 1980s when the modern day MLP structure was created. We have represented many of the largest and most active MLPs in a variety of areas, including initial public offerings (IPOs) and other capital markets offerings, drop-downs, mergers and acquisitions and commercial contracts, as well as in tax, finance, regulatory, environmental and litigation matters. Bracewell also regularly represents conflicts committees in drop-downs, MLP buy-ins and mergers, incentive distribution right (IDR) waivers and restructurings, preferred unit issuances and other related-party transactions, investment banking firms in fairness opinions rendered to conflicts committees of MLPs and lenders to MLPs.

Experience

Recent Notable Matters

Holly Energy Partners, L.P.   formation of a 50/50 joint venture, Cushing Connect Pipeline & Terminal LLC, with Plains All American Pipeline, L.P. for the purpose of owning and operating a crude oil terminal in Cushing, Oklahoma and constructing, owning and operating a crude oil pipeline from Cushing, Oklahoma to Tulsa, Oklahoma

Underwriters for Evergy, Inc. Notes $1.6 billion issuance of notes for this new parent company’s inaugural public offering

COG Operating LLC contribution of 13 salt water disposal wells and approximately 40 miles of large-diameter produced water gathering pipelines to Solaris Water Midstream, LLC in exchange for cash and equity in Solaris Midstream Holdings, LLC

Prosperity Bancshares, Inc. $2.1 billion proposed acquisition of LegacyTexas Financial Group, Inc., which is the second largest bank merger in the history of Texas

Global Infrastructure Partnerspreferred equity investment of up to $200 million in Dos Rios Crude Intermediate LLC, a subsidiary of Noble Midstream Partners LP formed to hold Noble Midstream’s 30% equity interest in the EPIC Crude Pipeline, which is being designed with an initial capacity of 590 MBbl/d from the Permian Basin and Eagle Ford to the Gulf Coast

Financial advisor to Conflicts Committee of Summit Midstream Partners — agreement to prepay $100 million of a deferred purchase price obligation and fix the remaining obligation due in 2020 at $303.5 million and eliminate Summit Midstream Partners, LP economic general partner interest and incentive distribution rights in exchange for 8.75 million Summit Midstream Partners, LP common units

Financial advisor to the board of directors of SunCoke Energy, Inc. — acquisition by SunCoke Energy, Inc. of all outstanding common units of SunCoke Energy Partners, L.P. not already owned by SunCoke Energy, Inc. in a stock-for-unit merger transaction

Underwriters of Bank7 Corp — $65 million initial public offering of common stock

Upper Bay Infrastructure Partners – acquisition of Tidewater Transportation & Terminals, a multi-commodity transportation, terminal, and marine construction and repair company serving the Pacific Northwest, from Stonepeak Infrastructure Partners. Upper Bay Infrastructure Partners was the lead investor of a group consisting of Ullico, funds and accounts under management by BlackRock, Silverfern and certain other co-investors.  

Three Rivers Natural Resource Holdings IV LLC — equity commitment of up to $500 million from funds managed by energy private equity firm Riverstone Holdings LLC and additional amounts from the company’s management team

Harvest Midstream Company$1.125 billion acquisition from Williams Partners L.P. of certain assets in the Four Corners area, including over 3,700 miles of pipeline, two gas processing plants and a CO2 treating facility

Matlin & Partners Acquisition Corporationmerger and contribution agreement with U.S. Well Services, LLC, creating one of the first publicly traded oilfield service companies with all-electric hydraulic fracturing capabilities with an enterprise value of $588 million

Conflicts Committee of the Board of Directors of the general partner of Tallgrass Energy Partner, LPacquisition of all of Tallgrass Energy Partner, LP’s publically held common units by Tallgrass Energy GP, LP in exchange for newly issued Class A Shares of Tallgrass Energy GP, LP valued at approximately $2.2 billion

Underwriters of Spirit of Texas Bancshares, Inc.$48.3 million initial public offering of common stock

Kinder Morgan, Inc.$2 billion public offering of senior notes

Lillis Energyacquisition of approximately 2,798 net acres located in the Delaware Basin in Lea County, New Mexico from OneEnergy Partners, LLC

Sysco Corporation$1 billion offering of senior notes

Financial advisor to the Conflicts Committee of the Board of Directors of the general partner of CNX Midstream Partners LP  — $265 million acquisition of 95 percent interest in the Shirley-Pennsboro gathering system from CNX Resources Corporation 

Phillips 66$1.5 billion senior notes public offering consisting of $500 million of floating rate senior notes due 2021, $800 million of 3.900% senior notes due 2028 and $200 million of 4.875% senior notes due 2044

Bluescape Resources Company LLC$2.5 billion equity investment in FirstEnergy Corp., which includes $1.62 billion in mandatory convertible preferred equity and $850 million of common equity

Underwriters of Green Bancorp, Inc.$69.7 million public offering by certain shareholders on 3,000,000 shares of its common stock

Kingfisher Midstream, LLC$3.8 billion sale of substantially all of the assets to Silver Run Acquisition Corporation II

Castleton Commodities International LLCequity investment by Tokyo Gas America Ltd. in a subsidiary of Castleton Commodities International, Castleton Resources LLC, which owns upstream oil and gas assets in East Texas

Financial advisor to the Conflicts Committee of the Board of Directors of the general partner of Blueknight Energy Partners, L.P.$90 million sale of three asphalt terminals located in Lubbock and Saginaw, Texas and Memphis, Tennessee to Ergon Asphalt & Emulsions, Inc.

Holly Energy Partners, L.P.$250 million acquisition from Plains All American Pipeline, L.P. of the 50% and 75% interest in Frontier Aspen LLC and SLC Pipeline LLC, respectively, that Holly Energy Partners does not already own

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