Baker Botts Represents Evercore as Financial Advisor to Special Committee in Western Gas Partners’ $1.5 Billion Acquisition of Nuevo Midstream

Western Gas Partners, LP (NYSE: WES) (“WES” or the “Partnership”) announced that it agreed to acquire Nuevo Midstream, LLC (“Nuevo”), a leading Delaware Basin gas gatherer and processor, for $1.5 billion. The Partnership expects the acquisition will close in the fourth quarter of 2014, subject to regulatory approval and customary closing conditions.

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Shell Midstream Partners Prices Largest MLP IPO in History

Shell Midstream Partners, L.P., a limited partnership formed by Royal Dutch Shell, announced the pricing of its initial public offering of 40,000,000 common units representing limited partner interests at $23.00 per common unit. The underwriters of the offering have a 30-day option to purchase up to an additional 6,000,000 common units from Shell Midstream Partners. The common units will begin trading on the New York Stock Exchange on October 29, 2014 under the ticker symbol “SHLX.”  The offering is expected to close on or about November 3, 2014, subject to customary closing conditions.

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McGuireWoods Advises Tesoro Logistics in $2.5 Billion Acquisition of QEP Resources’ Midstream Business

McGuireWoods lawyers from the firm’s Houston and Chicago offices advised Tesoro Logistics LP in its $2.5 billion acquisition of QEP Resources Inc.’s natural gas pipeline and processing business, the latest in a series of major asset acquisitions McGuireWoods has negotiated for the Fortune 100 energy company.

Tesoro Logistics is an affiliate Tesoro Corp., which operates six petroleum refineries in the western United States with a combined capacity of more than 850,000 barrels per day. Its acquisition of QEP Field Services includes strategically located, high-quality natural gas pipelines and processing facilities in the Rockies, the Uinta Basin and North Dakota. The acquisition of QEP Field Services will enable Tesoro Logistics to offer integrated crude oil and natural gas services throughout its geographic footprint. The transaction is expected to close in the fourth quarter of 2014 and is subject to regulatory approval.

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Baker Botts Represents Williams Partners (WPZ) in $50 Billion Merger with Access Midstream Partners (ACMP)

Earlier today, The Williams Companies, Inc. (NYSE: WMB), Williams Partners L.P. (NYSE: WPZ) and Access Midstream Partners, L.P. (NYSE: ACMP) announced that Williams Partners and Access Midstream Partners have entered into a merger agreement to combine the two master limited partnerships in a transaction valued at approximately $50 billion. The merger would create a premier large-cap MLP with expected 2015 adjusted EBITDA of approximately $5 billion and expected 10% to 12% annual distribution growth through the 2017 guidance period.

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Kirkland Advises Vista Equity Partners in Formation and Fundraising of Vista Equity Partners Fund V

Kirkland represented Vista Equity Partners in the formation and fundraising of Vista Equity Partners Fund V, its fifth flagship fund, which completed its fundraising six months early and announced its final closing on October 15, 2014. With Kirkland’s assistance, Fund V far exceeded its $3.5 billion target, raising in excess of $5.775 billion in limited partner commitments. Investors in Fund V include significant commitments from Fund IV limited partners as well as new corporate limited partners, public pension plans, non-U.S. pension funds and sovereign wealth funds, foundations and high-net-worth individuals, including many Vista portfolio company executives. Target investments, for which Vista routinely retains Kirkland as counsel, will focus on middle and upper-middle market enterprise software companies.

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Simpson Thacher Represents Tesoro Logistics LP in Committed Financing in Connection with its Announced Acquisition of QEP Field Services, LLC.

The Firm is representing Tesoro Logistics LP (“TLLP”) in connection with the committed financing for its announced acquisition of 100% of the outstanding equity interests of QEP Field Services, LLC (“QEPFS”), including up to $2.5 billion in senior unsecured bridge financing and a $900 million revolving credit facility. The bridge financing will be reduced by the amount of gross proceeds TLLP receives from a public offering of its common units and a private placement of its debt securities.

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Baker Botts Represents Cabot Oil & Gas in $925 Million Private Placement

On September 24, 2014, Cabot Oil & Gas Corporation (NYSE: COG) announced the closing of a $925 million private placement of senior unsecured notes to a group of institutional investors. In total, Cabot raised $925 million through the following three series of notes: $100 million of 7-year 3.24% notes due 2021, $575 million of 10-year 3.67% notes due 2024 and $250 million of 12-year 3.77% notes due 2026. Proceeds from the offering will be used to repay Cabot’s outstanding borrowings under its credit facility, fund its Eagle Ford Shale acquisition and for other general corporate purposes.

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