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About Troy

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.                    

Troy has represented companies involved in all aspects of the energy industry, including exploration and production companies, master limited partnerships, pipeline joint ventures and oilfield services companies. His experience with MLPs includes both representation of the partnerships in a variety of capital markets transactions and representation of conflicts committees in drop-down transactions. He has also advised companies in a variety of other industries, such as private equity firms, bank holding companies and manufacturing companies.

Experience

Recent Notable Matters

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 of the board of directors 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.

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

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. — first public offering of preferred equity securities, consisting of $1.6 billion of 9.75% Series A Mandatory Convertible Preferred Stock

EOG Resources Inc. — represented the underwriters in EOG Resources Inc.'s shelf offerings of equity and debt securities totaling over $15.6 billion over seven years

Tallgrass Energy Partners, LP — represented the conflicts committee of the board of directors in three separate acquisitions, for total consideration of $2.0 billion, of ownership interests in Pony Express Pipeline LLC from its parent sponsor

Kinder Morgan, Inc. — first registered public offering of euro-denominated notes, consisting of €1.25 billion aggregate principal amount of debt securities

Western Gas Partners, LP — represented the Special Committee of the Board of Directors of the general partner of Western Gas Partners, LP in connection with the partnership’s acquisition of the Delaware Basin JV Gathering LLC from a subsidiary of Anadarko Petroleum Corporation

Kinder Morgan, Inc. — establishment of a $5 billion "at-the-market" equity sales program and a $4 billion commercial paper program

Tallgrass Energy Partners, LP — represented the conflicts committee of the board of directors in the acquisition of Trailblazer Pipeline Company LLC from its parent sponsor

Canadian E&P Company — private placement in the United States of $200 million of debt securities

Apache Corporation — $850 million tender offer for its senior notes

Chesapeake Energy Corporation — $2.3 billion offering of debt securities and concurrent tender offers for existing debt securities

Kinder Morgan Energy Partners, L.P. — approximately $5 billion acquisition of Copano Energy, L.L.C.

Kinder Morgan, Inc. — three separate offerings by selling stockholders totaling $6.4 billion in proceeds

LRR Energy, L.P. — represented the conflicts committee of the board of directors in three separate drop-downs of assets from its parent sponsor

Apache Corporation — $2.85 billion acquisition of Cordillera Energy Partners III, LLC (which holds oil and gas assets in the Anadarko/Granite Wash Basin) for a combination of cash and Apache Corporation stock

National Oilwell Varco, Inc. — represented the underwriters in National Oilwell Varco, Inc.'s $3 billion offering of debt securities

Kinder Morgan Energy Partners, L.P. and Kinder Morgan Management, LLC — establishment and management of two separate “at-the-market” sales programs for their common equity securities

QR Energy, LP — represented the Conflicts Committee of the board of QRE GP, L.L.C. in connection with QR Energy’s acquisition of QRE GP, L.L.C. and the elimination of the management incentive fee structure in exchange for the right to earn up to 11.6 million Class B units

Credentials

Education

University of Houston Law Center,
J.D.
2002
magna cum laude
Baylor University,
Bachelor of Business Administration
1995

Bar Admissions

Texas

Affiliations

State Bar of Texas

News

News

Venoco $250 Million of New Financings

April 14, 2015
Global Legal Chronicle

Weil, Bracewell Advise on Kinder Morgan Deal: Business of Law

August 12, 2014
Bloomberg Businessweek - Online

PEOPLE IN BUSINESS

March 20, 2011
Houston Chronicle Online/chron.com

Noteworthy

Noteworthy

Euromoney Institutional Investor PLC
IFLR1000 Financial & Corporate Guide
Rising Star, Capital Markets: Debt and Equity, 2016
The Legal 500 United States
M&A: Large Deals ($1Billion+), 2017; Capital markets: Debt Offerings - Advice to Issuers, 2017; Capital Markets: Equity Offerings - Advice to Issuers, 2017; Capital Markets: Debt Offerings, 2014 - 2016; Capital Markets: Equity Offerings, 2014 - 2016
Thomson Reuters
Texas Super Lawyers
Rising Star, 2013

Events

Past Events