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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

DCP Midstream Partners, LP — 50/50 joint venture between Phillips 66 and Spectra Energy, in a transaction combining all of the assets and debt of Midstream with 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.

Delek Logistics Partners, LP — acquisition of a crude oil storage tank and rail offloading racks from its sponsor, Delek US Holdings, Inc., for $62 million and in its acquisition of crude oil storage tanks and a products terminal its sponsor for $96 million

Enbridge Energy Partners, L.P. — represented the Special Committee of the Board of Directors of Enbridge Energy Management, L.L.C. in connection with the equity restructuring of Enbridge Energy Partners, L.P. pursuant to which its general partner permanently waived its existing incentive distribution rights in exchange for a new class of units and new incentive distribution units

Enbridge Energy Partners, L.P. — represented the Special Committee of the Board of Directors of Enbridge Energy Management, L.L.C. in the acquisition by Enbridge Energy Partners, L.P. of the remaining 66.67 percent interest in the U.S. segment of the Alberta Clipper Pipeline owned by Enbridge Energy Company, Inc., EEP’s general partner, for the issuance of a new class of units with an aggregate notional value of $694 million and repayment of $306 million in indebtedness owed to EECI

Energy Transfer Partners, L.P. — drafting and negotiating shipper transportation services agreements and Federal Energy Regulatory Commission regulatory approvals and related matters, including with respect to recent transactions undertaken by Energy Transfer involving the Bakken Pipeline Project that include a sale of an interest to MarEn Bakken Company LLC for $2 billion and a $2.5 billion project financing

Ferrellgas Partners, L.P. — $175 million private placement of senior notes

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

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

Holly Energy Partners, L.P. — $62 million acquisition from HollyFrontier Corporation of the newly constructed naphtha fractionation and hydrogen generation units at HollyFrontier Corporation’s El Dorado refinery

Holly Energy Partners, L.P. — representing Holly Energy Partners, L.P. in an 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

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.

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

Midcoast Energy Partners, L.P. — representing the Conflicts Committee of the Board of Directors of the general partner of Midcoast Energy Partners, L.P. in a 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

Phillips 66 Partners LP — 50/50 joint venture with Plains All American Pipeline L.P. to own and operate the STACK Pipeline LLC

Phillips 66 Partners LP — form 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

QR Energy LP — represented the Conflicts Committee of the Board of Directors of the general partner of QR Energy LP in its $3 billion acquisition by Breitburn Energy Partners LP

Tallgrass Energy Partners, LP — represented the Conflicts Committee of the Board of Directors of the general partner of Tallgrass Energy Partners, LP in its 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

Tallgrass Energy Partners, LP — represented the Conflicts Committee of the Board of Directors of the general partner of Tallgrass Energy Partners, LP in its acquisition of Tallgrass Terminals, LLC and Tallgrass NatGas Operator, LLC from Tallgrass Development, LP for $140 million

Tallgrass Energy Partners, LP — represented the Conflicts Committee of the Board of Directors of the general partner of Tallgrass Energy Partners, LP in the acquisition of a 25 percent membership interest in Rockies Express Pipeline LLC from a unit of Sempra U.S. Gas and Power for $440 million

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

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

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

Western Refining Logistics, LP — represented Conflicts Committee of the Board of Directors of the general partner of Western Refining Logistics, LP in its 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

Western Refining Logistics, LP — represented the Conflicts Committee of the general partner of Western Refining Logistics, LP in its acquisition from its sponsor, Western Refining, Inc., of an approximately 375 mile portion of the TexNew Mex Pipeline between Star Lake, New Mexico in the Four Corners region and T Station in Eddy County, New Mexico and an 80,000 barrel capacity crude oil storage tank in Star Lake, New Mexico, for $180 million in cash and common units

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