The Work

April 30, 2011 9:17 AM

Texas and Delaware Firms Take Sides on $2.5 Billion Energy Deal

Posted by Brian Baxter

Five firms are advising various parties on a deal that will see Enterprise Products Partners reacquire former subsidiary Duncan Energy Partners.

Enterprise Products has sought to take control of natural gas services provider Duncan for several months, according to The Associated Press. The latest offer by Enterprise Products values Houston-based Duncan at about $2.5 billion. The midstream operator, which stores and transports liquid natural gas and other products, was spun off from Enterprise Products's parent company in 2006.

Vinson & Elkins corporate partner Douglas McWilliams, tax partner John Lynch, employee benefits partner Dorene Cohen, antitrust partner Neil Imus, and associates William Jordan, Lande Spottswood, Ryan Carney, and Jason McIntosh are advising Duncan on the deal.

Duncan's chief legal officer is Stephanie Hildebrandt. Richard Snell, an estate-planning partner at Thompson & Knight in Houston, serves on Duncan's board of directors.

Enterprise Products currently owns 58 percent of DEP Holdings, Duncan's general partner. Under the terms of the agreement, Duncan unit holders will receive 1.01 common units of Enterprise Products for each Duncan unit they own after the deal closes in the third quarter of 2011. The offer is a 35 percent premium on Duncan's closing price on February 22, the day before Enterprise Products made its first offer for Duncan.

Robert Weible, cohead of the securities and corporate governance practice at Baker & Hostetler, is advising DEP Holdings on the deal, along with partner Donald Brodsky and associate Adam Law. Delaware firm Potter Anderson & Corroon also is advising Duncan's general partner.

Houston-based Enterprise Products turned to Andrews Kurth corporate partners David Buck and William Cooper, tax partners Robert McNamara and Thomas Ford, Jr., employee benefits partner L. Lee McMurtry III, and associates Jennie Miller and Christopher Griffith for counsel on the deal. Delaware firm Morris, Nichols, Arsht & Tunnell is also advising Enterprise Products on the transaction.

E. William Barnett, a retired and former managing partner at Baker Botts, and Randa Williams, a former attorney at Houston firms Brown Sims and Butler & Binion, serve on the board of Enterprise Products. Williams is the billionaire daughter of the late Dan Duncan, who left behind his $12.4 billion pipeline empire after passing away in March 2010.

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