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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

Conflicts Committee of the Board of Directors of the general partner of Tallgrass Energy Partners, LP — acquisition of all of Tallgrass Energy Partner, LP’s publicly 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

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

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 

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

Tallgrass Energy Partners, LP — $60 million acquisition of 2 percent membership interest in Tallgrass Pony Express Pipeline, LLC and other administrative assets from Tallgrass Development, LP

Conflicts Committee of the Board of Directors of the general partner of Western Refining Logistics, LP — merger with Andeavor Logistics LP in a unit-for-unit transaction valued at $1.8 billion

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.

Ferrellgas Partners, L.P. — $175 million Rule 144A offering of senior notes

Financial advisor to the Conflicts Committee of the Board of Directors of the general partner of CNX Midstream Partners LP — strategic transaction involving its sponsor, CNX Resources Corporation, and HG Energy II Appalachia, LLC

Holly Energy Partners, L.P.$278 million acquisition from HollyFrontier Corporation of newly constructed crude, fluid catalytic cracking and polymerization units at HFC’s Woods Cross refinery

Financial advisor to the Conflicts Committee of the Board of Directors of 8point3 General Partner, LLC — regarding 8point3's entry into a definitive merger agreement with CD Clean Energy and Infrastructure V JV, LLC, an investment fund managed by Capital Dynamics, Inc., and certain other co-investors

Financial advisor to the Conflicts Committee of the Board of Directors of Archrock GP LLC$307 million acquisition by Archrock, Inc of all the outstanding common units of Archrock Partners

Holly Energy Partners, L.P.acquisition from HollyFrontier Corporation of a 50 percent interest in Osage Pipe Line Company, LLC, which owns the 135-mile Osage pipeline that transports crude oil from Cushing, Oklahoma to El Dorado, Kansas

Leading North American pipeline and midstream company — $1 billion public offering of senior notes

Kinder Morgan Energy Partners LP — $1.9 billion public offering of common units

Kinder Morgan, Inc.$70 billion acquisition of the outstanding equity securities of Kinder Morgan Energy Partners, L.P., Kinder Morgan Management, LLC and El Paso Pipeline Partners, L.P.

DCP Midstream, LLC50/50 joint venture between Phillips 66 and Spectra Energy, in a transaction combining all of the assets and debt of DCP Midstream LLCwith 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

Conflicts Committee of the Board of Directors of VTTI Energy Partners GP, LLC — $75 million acquisition of a 6.6 percent interest in VTTI MLP B.V.  

Financial advisor to the conflicts commits of the Board of Directors of SunCoke Energy Partners GP LLC — $245 million acquisition of SXC’s Granite City, Illinois, cokemaking facility

Holly Energy Partners, L.P.IDR simplification transaction that will eliminate the incentive distribution rights held by its general partner and convert its general partner interest into a non-economic general partner interest in exchange for the issuance of common units of Holly Energy valued at $1.25 billion

Phillips 66 Partners LPformation of two joint ventures to develop midstream logistics in North Dakota with Paradigm Energy Partners, LLC that will enhance crude oil transportation, with capital commitments of the partners for approximately $300 million

Special Committee of the Board of Directors of the general partner of Western Gas Partners, LP — $750 million acquisition of Springfield Pipeline LLC from Anadarko Petroleum Corporation

Conflicts Committee of the Board of Directors of the general partner of Western Refining Logistics, LP — acquisition from St. Paul Park Refining Co. LLC of four million barrels of refined product and crude oil storage tanks, a light products terminal, a heavy products loading rack, certain rail and barge facilities, certain other related logistics assets, and two crude oil pipeline segments and one pipeline segment not currently in service

Conflicts Committee of the Board of Directors of the general partner of Tallgrass Energy Partners, LP — acquisition of an additional 31.3 percent interest in Tallgrass Pony Express Pipeline, LLC for $475 million of cash and 6,518,000 common units

Conflicts Committee of the Board of Directors of the general partner of Midcoast Energy Partners, L.P. — merger agreement between MEP and Enbridge Energy Company, Inc., an indirect subsidiary of Enbridge Inc., whereby EECI will acquire, for cash, all of the outstanding publicly held common units of MEP

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Delaware Chancery Court Dismisses Challenge to MLP Drop Down Transaction

The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the "General Partner") in 2009. The plaintiff alleged that the defendants, in the course of approving the transaction, breached the MLP’s limited partnership agreement, the implied covenant of good faith and fair dealing and default fiduciary duties. In finding for the defendants, the court concluded that under the applicable standard set forth in the limited partnership...

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