Practices

Porter Hedges corporate and energy partners have significant experience representing clients in transactions involving Master Limited Partnerships (MLPs). Our work in this area focuses on representation of conflicts committees in affiliated party transactions, including the “drop down” of businesses and assets. We advise clients in all relevant sectors, including midstream and upstream energy markets.

Representative examples of our work on behalf of our clients involved in MLPs include:

• Served as counsel to the conflicts committee of an MLP in its acquisition of certain natural gas gathering and processing businesses located in West Texas and Louisiana.
• Represented an energy investment and merchant bank for the conflicts committee in the repurchase of incentive distribution rights in exchange for the issuance to the general partner of a new class of incentive distribution rights secured by a promissory note.
• Represented the conflicts committee of an MLP in its acquisition of a natural gas liquids business valued at over $500 million.
• Represented the conflicts committee of an MLP focused on acquiring, exploiting and developing oil and natural gas properties in its agreement to acquire such properties in Wyoming, West Texas, New Mexico, Montana and North Dakota.
• Represented an international investment bank as advisor to the audit, conflicts and governance committee of the general partner in its agreement to merge to form the largest publicly traded energy partnership with an enterprise value of more than $26 billion.
• Served as counsel to the conflicts committee of an MLP in its agreement to purchase natural gas producing properties in Texas.
• Represented an international investment bank as advisor to the conflicts committee of the board of directors of an MLP formed to own, operate and acquire a diversified portfolio of energy assets in its agreement to simplify their capital structure.
• Represented the conflicts committee of an MLP in the acquisition of all of the limited partnership and indirect general partnership interests previously owned by an affiliated diversified energy enterprise.