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.
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