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Jimmy Vallee

Partner, Corporate Department
T 1(713) 860-7307
F 1(713) 353-2594
Jimmy Vallee is a partner in the Mergers and Acquisitions and Energy practices at Paul Hastings and is based in the firm’s Houston office. Mr. Vallee has extensive experience representing clients in mergers and acquisitions, corporate finance, joint ventures, and corporate governance matters, primarily focused on energy companies, investment banks and investors involved in the oil and gas exploration and production (E&P), midstream, and oil field services industries. Recognized as one of “Houston’s Top Energy Dealmakers,” Mr. Vallee has advised clients in more than US$65 billion worth of global energy transactions. His clients include public and private corporations, master limited partnerships (MLPs), investment banking firms, sovereign wealth funds and private equity funds.

Mr. Vallee has represented numerous clients in substantial energy M&A and corporate finance transactions, including American Electric Power, Atlas Energy Group, Atlas Pipeline Partners, Atlas Resource Partners, Baker Hughes, Bookend Capital, BP, Castex Energy, CenterPoint Energy, Chevron, Citigroup, Crestwood Midstream Partners, CST Brands, Eagle Rock Energy Partners, Electricité de France, Enogex, Enable Midstream Partners, Evercore, Exco Resources, Fidelity Investments, Goldman Sachs, Halliburton, Jefferies, JP Energy Partners, JP Morgan, Memorial Resource Development, Memorial Production Partners, M-I Swaco, Morgan Stanley, OGE Energy Corp., PennEnergy Resources, Quicksilver Resources, Rangeland Energy, Reliant Energy, SHD Oil & Gas, Smith International, Tall Oak Midstream, Targa Resources, Tesoro, Vanguard Natural Resources, Wells Fargo Energy Capital, and The Williams Companies.

Experience

Mergers and Acquisitions

  • Represented Tall Oak Midstream, an EnCap Flatrock portfolio company, in its $1.55 billion sale of assets to EnLink Midstream Partners, LP and EnLink Midstream, LLC
  • Represented Memorial Resource Development Corp. in its $284 million acquisition of Louisiana oil and gas properties from Rockcliff-QLS Joint Venture LLC
  • Represented Vanguard Natural Resources, an upstream MLP, in its $614 million public-to-public merger with Eagle Rock Energy Partners, LP
  • Represented Conflicts Committee of Crestwood Midstream Partners LP, a midstream MLP, in its $7.5 billion public-to-public merger with Crestwood Equity Partners LP
  • Represented Atlas Resource Partners LP, an upstream MLP, in its acquisition of Arkoma properties from its parent, Atlas Energy Group LLC
  • Represented Vanguard Natural Resources, an upstream MLP, in its announced $539 million public-to-public merger with LRR Energy, LP
  • Represented CST Brands in the sale of a 5% interest in CST’s wholesale fuel supply business to CrossAmerica Partners LP for a total consideration of $50.4 million
  • Represented a Consortium of financial funds in their $120 million disposition of working interests in oil and gas wells in the West Virginia region of the Marcellus Shale
  • Represented Atlas Resources Partners, L.P. in its acquisition of substantially all of the assets of GeoMet
  • Represented CST Brands in its purchase of 100% of the membership interests of Lehigh Gas GP LLC, the general partner of Lehigh Gas Partners LP, and all of the outstanding incentive distribution rights in LGP
  • Represented Oklahoma City-based Midstream Company in a series of gathering and processing joint ventures with various natural gas and crude oil producers
  • Represented OGE Energy in its $11 billion joint venture to form a master limited partnership with CenterPoint Energy and ArcLight Capital Partners
  • Represented Jefferies LLC in its role as financial advisor to Inergy Midstream in its $7 billion public-to-public merger with Crestwood Midstream Partners
  • Represented Atlas Energy Resources, an upstream master limited partnership, in its $1.42 billion public-to-public merger with Atlas America
  • Represented Enogex in its $80.5 million acquisition of 235 miles of natural gas gathering assets from Chesapeake Midstream Development and certain subsidiaries of Access Midstream Partners, L.P.
  • Represented Jefferies & Company in its role as financial advisor to Copano Energy in its $5 billion all unit, public-to-public merger with Kinder Morgan
  • Represented Houston-based E&P Company in its acquisition of working interests in certain onshore and offshore properties and associated partnership interests from New York-based Private Equity Firm for approximately $68 million
  • Represented SHD Oil & Gas, a Bakken focused E&P company, in its $100 million private placement of secured notes and associated restructuring transactions
  • Represented Atlas Energy in its $1.7 billion Marcellus Shale E&P joint venture with Reliance Industries.
  • Represented Jefferies & Company in its role as financial advisor to Helix Energy Solutions in its $700 million sale of Energy Resource Technology GOM Inc. to Talos Production LLC
  • Represented PennEnergy Resources in connection with an upstream joint venture in the Marcellus Shale
  • Represented a Midstream MLP in its potential joint venture with another Midstream MLP to construct and operate a major crude oil pipeline
  • Represented a Consortium of financial funds in the acquisition of working interests in oil and gas wells in the West Virginia region of the Marcellus Shale
  • Represented Atlas Pipeline Partners in its $682 million sale of the Elk City natural gas gathering and processing system to Enbridge Energy Partners, L.P.
  • Represented Phoinix Global, a leading provider of high pressure flow control equipment and products utilized in hydraulic fracturing and flow back of oil and gas wells, in its acquisition by Forum Energy Technologies
  • Represented Atlas Pipeline Partners in its $300 million sale of the NOARK gas gathering and interstate transmission system to Spectra Energy Partners, L.P.
  • Represented CenterPoint Energy in its acquisition of T.C.T.
  • Represented Atlas Pipeline Partners in its $1.85 billion acquisition of Anadarko Petroleum’s interests in the Chaney Dell and Midkiff/Benedum natural gas gathering and processing systems
  • Represented Atlas Pipeline Partners in its $250 million midstream joint venture with Williams Field Services Group to form Laurel Mountain Midstream
  • Represented OMK in connection with the acquisition of pipe processing business in Houston.
  • Represented CenterPoint Energy in its acquisition of Satolutions
  • Represented Continental Airlines in connection with its $8.5 billion all-stock, public-to-public merger of equals with United Airlines
  • Represented The Riverside Company in the management buy-out of Welltec
  • Represented Unocal in the formation of a midstream joint venture in Alaska with Marathon Oil

Energy Private Equity and Capital Markets

  • Represented Tall Oak Midstream II, LLC in securing $300 million equity commitment from EnCap Flatrock Midstream Fund
  • Represented Atlas Energy Group, LLC in its financing with Deutsche Bank AG and other lenders in connection with the spin-off transactions contemplated by the mergers of Atlas Energy, L.P. with a subsidiary of Targa Resources Corp. and Atlas Pipeline Partners, L.P. with a subsidiary of Targa Resources Partners LP
  • Represented Tall Oak Midstream, LLC in securing $400 million equity commitment from EnCap Flatrock Midstream Fund
  • Represented Atlas Resource Partners, L.P. in a $250 million second lien financing
  • Represented SHD Oil & Gas, a Bakken focused E&P company, in amending its notes facility to increase the outstanding amount to $200 million
  • Represented Tall Oak Midstream, LLC in securing a $100 million senior credit facility that may be expanded to $150 million
  • Represented Citigroup Global Markets, J.P. Morgan, Deutsche Bank AG New York Branch, BofA Merrill Lynch, and Goldman Sachs Bank USA, in the underwritten committed debt financing for Fieldwood Energy LLC’s acquisition of Apache Corporation’s Gulf of Mexico Shelf business for $3.75 billion
  • Represented Atlas Pipeline Partners, L.P. in amending its revolving credit facility with the initial borrowing capacity of $800 million, and the ability to increase the Partnership's total available borrowing capacity to $1.05 billion
  • Represented Tall Oak Midstream, LLC in securing $100 million equity commitment from EnCap Flatrock Midstream Fund
  • Represented Rangeland Energy in securing $200 million equity commitment from EnCap Flatrock Midstream.
  • Represented Atlas Pipeline in its $1.125 billion private placement of Common Units in connection with its acquisition of assets from Anadarko
  • Represented Mountaineer Keystone in securing $400 million equity commitment from First Reserve
  • Represented Atlas Energy in $600 million private placement of Common Units and Class D Units in a PIPE transaction, with UBS Securities LLC acting as placement agent
  • Represented Wells Fargo Energy Capital in the financing of asset acquisition of BMC, Ltd.
  • Represented Rangeland Energy in securing equity commitment from Encap Energy Infrastructure Fund and Flatrock Energy Advisors
  • Represented Plexus Holdings PLC in connection with IPO of £11 million of Ordinary Shares, underwritten by Bell Lawrie

Accolades and Recognitions

  • Recognized as one of “Houston’s Top Energy Dealmakers” by Houston Business Journal (July 2013 and June 2015)
  • Named to “10 Energy Lawyers Under 40 to Watch” by Law360 (March 2010)
  • Named a “Texas Rising Star,” a select group of attorneys chosen by Texas Super Lawyers, Law & Politics magazine, and the publishers of Texas Monthly (2007-2009)

Speaking Engagements and Publications

Mr. Vallee is a frequent speaker on M&A, corporate governance, master limited partnerships, energy regulation and transactions, and securities law:

Seminars

  • Regional Energy Conference, Harnessing Regional Opportunity in the new Energy Economy (February 2013)
  • The MLP Conference 2011 (October 2011)
  • Transactions in the Marcellus Shale: The Next Moves on the Game Board (July 2011)
  • 2011 Proxy Season Outlook (January 2011)
  • Asset Management Agreements: Structural, Commercial, and Regulatory Issues to Consider (November 2009)
  • Negotiating and Managing Multi-User Terminal Agreements (November 2006)
  • Regasification – European Permitting and Siting Issues (September 2006)
  • The Global Outlook for LNG (February 2004)

Publications

  • Low Oil Prices Produce Calamity: Opposing View, USA Today (January 2016)
  • 2015 Energy Year in Review, Oil & Gas Monitor (January 2016)
  • Get Ready for Energy M&A Boom: Private Equity’s Next Shopping Spree, Oil & Gas Monitor (September 2015)
  • IRS Ends Moratorium on Private Letter Rulings Related to Qualifying Income for Master Limited Partnerships (March 2015)
  • Global M&A 2014 Mid-Year Report (July 2014)
  • Delaware Supreme Court Reaffirms MLPs’ Freedom to Contract Out of Fiduciary Duties (July 2013)
  • Texas Railroad Commission Updates Rules for Construction of Oil and Gas Wells (May 2013)
  • M&A Trends to Watch 2010, Houston Business Journal (March 2010)
  • SEC Clarifies New Disclosure Rules for Oil and Gas Reserves (March 2010)
  • Fourth Circuit Restores Bankruptcy Safe Harbor Protections for Natural Gas Supply Contracts that Are "Commodity Forward Agreements" (February 2009)
  • Overcoming Complex Issues When Acquiring Natural Gas Assets: Negotiating and Preparing the Acquisition Agreement, Natural Gas Contracts, Vol. 20, No. 2 (May 2004)
  • FERC Hackberry decision will spur more US LNG terminal development, Oil & Gas Journal (November 2003)
  • Antitrust, 32 Tex. Tech L. Rev. 599 (2001)
  • How Can Companies Close to Bankruptcy Soften the Burden of Periodic Reporting to the SEC?, Vol. 31 No. 53 Houston Business Journal, Business Survival Guide 28 (2001)

Professional and Community Involvement

  • Chairman of the board of trustees of St. Francis Episcopal Day School – Houston, Texas
  • Member of the American Bar Association (Business Law Section)
  • Member of the Association for Corporate Growth (Houston Chapter)
  • Member of the Energy Bar Association
  • Member of the State Bar of Texas
  • Member of the Houston Bar Association

Education

  • Texas Tech University, J.D. (cum laude, Managing Editor, Law Review), 2000
  • Lamar University, B.S. (summa cum laude), 1997