Erin Jennings

Erin’s practice covers general corporate and securities matters and mergers and acquisitions. Erin regularly assists clients in U.S. capital markets transactions and advises clients regarding periodic SEC reporting, corporate governance and compliance matters, as well as acquisitions and divestitures. Erin has represented both issuers and underwriters in initial public offerings, follow-on offerings, at-the-market (ATM) offerings, tender offers and private placements. Erin has worked with exploration and production companies, midstream companies, upstream companies, oilfield services companies, power and utilities companies, retail companies, investment funds and investment banks. 

Securities

• Represented the underwriters in Kinder Morgan, Inc’s $750,000,000 offering 4.800% Senior Notes due 2033 and $750,000,000 offering of 5.450% Senior Notes due 2052.
• Represented the sales agents (Stifel and Roth) in connection with the commencement of a $100 million ATM program for W&T Offshore, Inc.
• Represented the underwriters in Kinder Morgan, Inc’s $500,000,000 offering 1.750% Senior Notes due 2026 and $300,000,000 offering of 3.600% Senior Notes due 2051.
• Represented the underwriters in Kinder Morgan, Inc.’s $750 million offering of 3.600% Senior Notes due 2051
• Represented the underwriters in Kinder Morgan, Inc.’s $750 million offering of their 2.000% Senior Notes due 2031 and $500 million offering of their 3.250% Senior Notes due 2050.

• Represented the initial purchasers in connection with $1.4 billion Rule 144A Private Placement of Senior Notes.

• Represented the initial purchasers in connection with $1 billion Rule 144A private placement of senior notes of a limited liability company that is wholly owned by a Fortune 500 company.

• Represented the underwriters in Energy Transfer Operating, L.P.’s public offering of $1.6 billion of preferred units was comprised of 500,000 of ETO’s 6.750% Series F Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units, liquidation preference $1,000 per unit, and 1,100,000 of ETO’s 7.125% Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Units, liquidation preference $1,000 per unit.

• Represented the underwriters in Energy Transfer Operating, L.P.’s public offering of $4.5 billion senior notes comprised of $1.0 billion aggregate principal amount of 2.900% senior notes due 2025, $1.5 billion aggregate principal amount of 3.750% senior notes due 2030, and $2.0 billion aggregate principal amount of 5.000% senior notes due 2050.

• Represented the initial purchasers in connection with $100 million Rule 144A private placement of senior notes of a limited liability company owned 50% by an affiliate of an NYSE-listed, midstream company and 50% by an affiliate of an NYSE-listed, power company.
• Represented a leading world-wide retailer in its offering of $1.5 billion aggregate principal amount of notes, consisting of $500 million aggregate principal amount of its 2.375% notes due 2029 and $1 billion aggregate principal amount of its 2.950% notes due 2049.
• Represented initial purchasers in connection with $750 million Rule 144A private placement of senior notes of an NYSE-listed, midstream MLP.
• Represented a Dow 30 company in its offering of $16 billion aggregate principal amount of its notes.
• Represented the underwriters in connection with Perpetua Resources Corp.’s $57.5 million offering of common stock, including the full exercise by the underwriters’ of their over-allotment option.
• Represented the sales agent in connection with the commencement of a new at-the-market offering program for PHX Minerals Inc.
• Represented the underwriter in connection with a public block trade by USA Compression Holdings, LLC of 5,000,000 of its common units representing limited partner interests in USA Compression Partners, LP with a variable price reoffering.
• Represented the underwriters in connection with Quintana Energy Services Inc.’s initial public offering.
• Represented the initial purchasers in a private placement by Sunoco LP and Sunoco Finance Corp. of $1 billion aggregate principal amount of  4.875% senior notes due 2023, $800 million aggregate principal amount of the 5.500% senior notes due 2026, and $400 million aggregate principal amount of 5.875% senior notes due 2028.
• Represented BofA Merrill Lynch and Barclays as lead placement agents in connection with Black Stone Minerals, L.P.’s private placement of $300 million of series B cumulative convertible preferred units to an affiliate of The Carlyle Group.
• Represented Enterprise Products Operating LLC and Enterprise Products Partners L.P. in connection with the issuance by Enterprise Products Operating LLC of its $700 million aggregate principal amount of its 4.875% Junior Subordinated Notes D due 2077 and $1 billion aggregate principal amount of its 5.250% Junior Subordinated Notes E due 2077, both of which are unconditionally guaranteed on a subordinated, unsecured basis under an unconditional guarantee by Enterprise Products Partners L.P.
• Represented the sales agents in connection with the commencement of an ATM equity program having an aggregate offering price of up to $1 billion of common units representing limited partner interests in Energy Transfer Equity, L.P.
• Represented Trinidad Drilling Ltd. in its issuance of $350 million aggregate principal amount of its 6.625% Senior Notes due 2025.
• Represented Energy Transfer Partners, L.P. in its tender offer for all of the outstanding common units representing limited partner interests in PennTex Midstream Partners, LP.
• Represented the underwriters in the issuance of $600 million aggregate principal amount of Energy Transfer Partners, L.P.’s 4.200% Senior Notes due 2027, and $900 million aggregate principal amount of Energy Transfer Partners, L.P.’s 5.300% Senior Notes due 2047.

M&A, Joint Venture and Corporate Transactions

• Represented management of San Juan Holdings in connection with the formation  of a joint venture with Lime Rock Partners to purchase for $64.2 million plus contingency payments the offshore Gulf of Mexico oil and gas properties of Arena Energy LP in connection with Arena’s bankruptcy.
• Represented Banpu Public Company Limited (“Banpu”) and its Delaware holding affiliate Banpu North America Corporation (“BNAC”) in the capital contribution and corporatization of BKV Oil & Gas Capital Partners, L.P., and establishment of BKV Corporation.
• Represented a private equity firm in its $125 million investment in a Pennsylvania-based company that produces sustainable base oils from its facilities in the United States and Germany.
• Represented a Dow 30 company in its formation of a strategic entertainment joint venture for the purpose of developing original, interactive content.
• Represented PBF Energy Company LLC in its contribution to PBF Logistics LP of all its limited liability company interests in Paulsboro Natural Gas Pipeline Company LLC, which owns and operates a pipeline.
• Represented a client in its approximately $23 million acquisition of Alaska-based companies that own and operate offshore supply vessels, as well as related warehouse, storage and staging facilities, and provide related marine services.
• Represented FourPoint Energy, LLC in a $525 million equity capital raise from Quantum Energy Partners in connection with its acquisition of certain strategic upstream and midstream assets in the Anadarko Basin.
• Represented Enterprise Products Partners L.P. in its affiliate's $189 million acquisition of the midstream business and assets of Azure Midstream Partners, L.P. and its operating subsidiaries in East Texas and North Louisiana from Azure's bankruptcy proceedings in the United States Bankruptcy Court for the Southern District of Texas.
• Represented Sterling Construction Company, Inc. in its acquisition of Texas-based Tealstone Residential Concrete, Inc. and Tealstone Commercial, Inc.

Conflicts Committee

• Represented the Conflicts Committee of Andeavor Logistics LP in Andeavor Logistics LP’s acquisition of Western Refining Logistics, LP. In conjunction with the merger, Andeavor Logistics LP issued 78 million of its common units to Andeavor in exchange for the cancellation of Andeavor Logistics LP’s Incentive Distribution Rights and the conversion of its economic general partner interest into a non-economic general partner interest.
• Represented the Conflicts Committee of the Board of Directors of the General Partner of DCP Midstream Partners LP in DCP Midstream Partners LP’s acquisition of the assets of a joint venture between Phillips 66 and Spectra Energy Corp.

• Received Presidential Award, Houston Bar Association (2022)