US: Latham lead on $21B Pipeline Merger

Latham & Watkins is advising Dallas-based Energy Transfer Partners in its pending merger with Newtown Square, Pennsylvania-based Sunoco Logistics Partners, which turned to outside counsel at Vinson & Elkins. The deal is valued at about $21 billion.

ETP and SXL both have a financial interest in the still-unfinished Dakota Access Pipeline, a project slated to move oil from North Dakota to Illinois but currently the target of protests by Native Americans and environmental activists.

On Nov. 21 ETP and SXL announced the merger agreement calling for EXL to acquire ETP in a unit-for-unit transaction. Both pipeline companies are master limited partnerships and the deal would consolidate pipeline companies controlled by Dallas billionaire Kelcy Warren. Dallas-based Energy Transfer Equity LP (ETE) owns ETP’s general partner and SXL’s general partner is a consolidated subsidiary of ETP.

Terms of the agreement call for ETP unitholders to receive 1.5 common units of SXL for each common unit of ETP they own. The transaction is expected to close during the first quarter of 2017, subject to approval from ETP unitholders and other customary closing conditions. It has been approved by the boards of directors and conflicts committees of both partnerships.

Full Content: Texas Lawyer

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