2022_Top_10_Midstream_Financings

2022 Top 10 Midstream Financings

In 2022, we handled exciting and important financings for industry leaders — both lenders and borrowers — in the midstream space. Over the course of the year, we assisted our clients with a wide array of financing structures to finance the acquisition (including seller financings, buy-ins, and back-levering of investments), monetization, construction, recapit a lization, and operation of midstream assets and entities. We are grateful for our clients’ trust in us, the successes we have helped our clients achieve, and the new challenges in the year ahead that we will tackle together. Some of our favorite midstream financings from 2022 include: 2022 Year in Review

• Targa Resources Corporation — Represented the borrower in a (i) $2 billion bridge loan commitment and $1.5 billion term loan for the Lucid Energy Delaware acquisition with Mizuho Bank Ltd., as administrative agent and (ii ) $2.75 billion revolving credit facility, with Bank of America as administrative agent • Guardian Pipeline L.L.C. — Represented the administrative agent in connection with a $120 million unsecured term loan facility in favor of a subsidiary of natural gas midstream services provider ONEOK, Inc. • DCP Midstream Operating, LP — Represented the borrower , a midstream petroleum services company, in a $1.4 billion unsecured, revolving credit facility with ESG-linked pricing, with Mizuho Bank Ltd. as administrative agent. • Phillips 66 Company — Represented (i) the borrower in a $5 billion revolving credit agreement with Mizuho Bank, Ltd. as administrative agent replacing (a) the previous $5 billion amended and restated credit agreement, under which Phillips 66 was the borrower and Phillips 66 Company was the guarantor and (b) the $750 million amended and restated credit agreement for Phillips 66 Partners LP (“PSXP”) as the borrower, (ii) the issuer in the exchange of up to $3.2 billion of seven series of notes issued by PSXP for new notes issues by Phillips 66 Company in connection with the buy-in of PSXP, and (iii) various facilities for its operated joint ventures. Bracewell also represented the borrowers in the previous credit facilities. • Sunoco LP — Represented the administrative agent in connection with a $1.5 billion revolving credit facility for one of the largest independent fuel distributors in the United States, an affiliate of Energy Transfer, secured by a first priority lien on substantially all personal property of the Borrower and subsidiary Guarantors. • Boardwalk Pipelines LP — Represented the administrative agent in an unsecured $1 billion revolving credit facility for a natural gas and liquids pipeline and storage company subsidiaries of the Loews Corporation. • KMI — Represented (i) the borrower in a (a) $3.5 billion 5-year revolving credit facility and (b) $500 million 364-day revolving credit facility, each with Barclays Bank PLC as administrative agent, (ii) the issuers in offerings of registered and 144A senior notes aggregating $1.8 billion, and (iii) various facilities for its operated joint ventures.

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• USD Partners — Represented the administrative agent , in a $275 million senior secured, revolving credit facility to USD Partners LP and USD Terminals Canada ULC, hydrocarbon rail transport and crude oil terminaling companies, secured by substantially all assets of the borrowers and their subsidiaries, including rail terminaling facilities in Alberta, Canada, and in Oklahoma and Wyoming. • Pilot Water Solutions LLC — Represented the borrower in a $500 million secured revolving credit in connection with the Borrower’s acquisition of Horus Infrastructure IA LLC, the holding company for the Oilfield Water Logistics (OWL) company group, secured by substantially all assets of the Borrower and its subsidiaries. • Energy-Focused Private Equity Sponsor — Represented the borrowers in two term loan and letter of credit facilities aggregating $276.6 million with Investec Bank PLC as administrative agent and lender as structured back-levering financing, secured by substantially all of the assets of the Borrowers and their wholly-owned subsidiaries, including interests in a joint venture owning a floating production system and related lateral pipelines in the Gulf of Mexico.

Accolades and Awards

Bracewell consistently ranks in the top quartile of Refinitiv’s league tables for syndicated loans.

For the 15th year in a row, Bracewell’s market-leading finance teamwas ranked Band 1 for Texas: Banking & Finance by Chambers.

“...the depth of their team and their ability to handle complex matters is very strong…” – Chambers 2022

“...they punch above their weight…” - Chambers 2022

“The team was knowledgeable, professional, and responsive. They were clearly experienced with the subject matter, and they worked effectively with our team throughout the entire process.” - Legal 500 2022

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Team Update

Stephanie Song , a partner in Bracewell LLP’s Houston Office, was named a 2022 Woman Who Means Business by Houston Business Journal in the Outstanding Leaders in Law category.

Heather Brown and Kate Day , partners in our Houston office, were shortlisted for awards at the annual Euromoney Legal Media Group’s Women in Business LawAmericas Awards .

Andrew Bueso , an Associate in our Houston office, was promoted to Partner.

Key Contacts

Heather L. Brown Partner Houston

Jeris Diana Brunette Partner New York

Andrew C.J. Bueso Partner Houston

Kate H. Day Partner Houston

William H. Ebert Partner Washington, DC

Mark C. Evans Chairman Houston

Dewey Gonsoulin Partner Houston

Rebecca Keep Partner New York

Robin J. Miles Partner New York

Stephanie Koo Song Partner Houston

Thomas M. Tomlinson Partner Houston

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