Philip Haines

Philip Haines helps domestic and international clients of all sizes solve problems, access the capital markets, navigate through complex transactions and achieve their individual business objectives through creative solutions and dedicated client service.

Phil has a corporate and securities practice with a focus on public and private offerings, acquisitions and divestitures.

Phil has represented clients in connection with more than 90 public and private offerings of debt, equity and preferred securities with a combined transaction value in excess of $35 billion, and more than 20 acquisitions or divestitures to consummation with a combined deal value in excess of $12 billion.

Phil also regularly advises companies in connection with corporate governance issues and periodic reporting obligations.

Phil has broad experience in a range of industries, having worked with royalty trusts and downstream, midstream, upstream and services companies in the energy industry; movie producers, script writers and directors in the entertainment industry; closed-end funds; investment banks and other investment advisors in the financial services industry; durable medical equipment and nursing companies in the healthcare industry; entrepreneurs, founders and investors in the data analytics industry; and inventors, engineers and manufacturers in the fire arms and defense industries.

Phil has assisted clients with more than:

• 90 public and private offerings of debt, equity and preferred securities with a combined transaction value in excess of $35 billion; and
• 20 acquisitions and divestitures to completion with a combined deal value in excess of $12 billion.

Experience:

• Representation of the sellers in connection with the sale of their respective equity interests in certain midstream joint venture companies to an NYSE-listed midstream company for approximately $470 million (2018)
• Representation of a dual-listed (NYSE/TSX) retail energy provider as US counsel in connection with its US$250 million (approximately C$325 million equivalent) non-revolving multi-draw senior unsecured term loan facility. In connection with the loan, the issuer issued an aggregate of 7,462,561 warrants to the Lenders, with each warrant being exercisable for one common share of the issuer (2018)
• Representation of the underwriters in connection with an offering of preferred stock by an NYSE-listed container leasing and shipping company (2018)
• Representation of the sales agent in the upsizing and recommencement by an NYSE-listed diversified, closed-end management investment company of an at-the-market equity program for the offer and sale of up to 14,138,865 Common Shares (2018)
• Representation of the underwriters in connection with a $445 million offering by an NYSE-listed midstream MLP of its 7.625% Series D Fixed-to-Floating Rate Cumulative
• Redeemable Perpetual Preferred Units (2018)
• Representation of the U.K. and U.S. subsidiaries of an Indian parent company in connection with the sale of the subsidiaries to a U.S. portfolio company (2018)
• Representation of the underwriters in connection with a $450 million offering by an NYSE-listed midstream MLP of its 7.375% Series C Fixed-to-Floating Rate Cumulative
• Redeemable Perpetual Preferred Units (2018)
• Representation of the underwriters in connection with $93.389 million follow-on equity offering of an NYSE American-listed, upstream company (2018)
• Representation of the underwriters in an offering by a NASDAQ-listed commercial real estate MLP of 2,000,000 of its Series C Floating-to-Fixed Rate Cumulative Perpetual
• Redeemable Convertible Preferred Units. (2018)
• Representation of the underwriters in connection with an offering by an NYSE-listed transportation finance and logistics company of its 8.50% Series A Fixed-to-Floating
• Rate Cumulative Redeemable Perpetual Preferred Stock. (2018)
• Representation of a Delaware corporation and its Canadian parent company, a dual-listed (NYSE/TSX) retail energy provider, in connection with the acquisition of EdgePower Inc. (2018)
• Representation of a dual-listed (NYSE/TSX) retail energy provider in connection with its sale of $100 million aggregate principal amount of Convertible Unsecured Senior Subordinated Debentures (2018)
• Representation of the sole sales agent in connection with an NYSE-listed shipping MLP’s commencement of a $120 million at-the-market offering of common units and preferred units (2018)
• Representation of the sales agent in the commencement by an NYSE-listed diversified, closed-end management investment company of an at-the-market equity program for the offer and sale of up to 5,739,210 Common Shares (2018)
• Representation of an NYSE-listed hospitality advisory company in its commencement of an at-the-market equity program having an aggregate offering price of up to $20 million of Common Stock (2018)
• Representation of an NYSE-listed midstream master limited partnership in its acquisition of all the general partner interests of one of its subsidiaries from third party owners (2017)
• Representation of an NYSE-listed oil field services company in its acquisition of substantially all of the assets of Well Service Group Inc. and Utility Access Solutions Inc. (2017)
• Representation of the underwriters in Energy Transfer Partners, L.P.’s $1.5 billion offering of 950,000 6.250% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units and 550,000 6.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (2017)
• Representation of the underwriters in an offering by Sunoco Logistics Partners Operations L.P. of $750 million aggregate principal amount of its 4.000% senior notes due 2027 and $1.5 billion aggregate principal amount of its 5.400% senior notes due 2047 (2017)
• Representation of BP in the sale of 30% of the membership interests in Olympic Pipe Line Company LLC. (2017)
• Representation of the underwriters in a $1.007 billion follow-on equity offering of 54,000,000 common units representing limited partner interests in Energy Transfer Partners, L.P. (2017)
• Representation of the buyer in its approximately $150 million acquisition of all the seller’s interest in a pipeline company (July 2017)
• Representation of Spark Energy, Inc. in connection with the commencement of an at-the-market equity program (July 2017)
• Representation of the sales agents in the commencement of an at-the-market equity program for common units representing limited partner interests in Energy Transfer Partners, L.P. having an aggregate offering price of up to $1 billion (May 2017)
• Representation of Just Energy Group Inc. in connection with the commencement of an at-the-market preferred equity program for Just Energy’s 8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares having an aggregate offering price of up to of $150 million. The at-the-market preferred equity program will be conducted pursuant to the Multijurisdictional Disclosure System, which allows eligible Canadian issuers to make registered cross-border public offerings of securities in the U.S. using a prospectus prepared and reviewed in Canada (May 2017)
• Representation of the underwriters in the $340 million initial public offering of common units representing limited partner interests in Hess Midstream Partners LP, an NYSE-listed midstream master limited partnership (2017)
• Representation of the sales agent in connection with the commencement of an at-the-market program for up to 4,750,000 common shares of beneficial interest in Fiduciary/Claymore MLP Opportunity Fund, an NYSE-listed, diversified, closed-end management investment company (February 2017)
• Representation of a dual listed (NYSE/TSX) energy company in connection with its $100 million offering of Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares (February 2017)
• Representation of the sales agent in connection with the commencement of an at-the-market program for up to 3,900,000 common shares of beneficial interest in Guggenheim Strategic Opportunities Fund, an NYSE-listed, diversified, closed-end management investment company (December 2016)
• Representation of an NYSE-listed midstream master limited partnership in its $72 million follow-on offering of common units representing limited partner interests (November 2016)
• Representation of the underwriters in the registered offering of $600 million of 3.95% notes of Buckeye Partners, L.P., an NYSE-listed midstream master limited partnership (November 2016)
• Representation of the underwriters in the $360 million follow-on offering of common units representing limited partner interests in Dominion Midstream Partners, LP, an NYSE-listed midstream master limited partnership (November 2016)
• Representation of the underwriters in the $581 million follow-on offering of limited partnership units representing limited partner interests in Buckeye Partners, L.P., an NYSE-listed midstream master limited partnership (October 2016)
• Representation of an NYSE-listed midstream master limited partnership in connection with the commencement of a $400 million at-the-market program (October 2016)
• Representation of the sole agent in connection with the commencement of a $12.5 million at-the-market program for 9.00% Series A Cumulative Preferred Stock of Mitcham Industries, Inc., a NASDAQ-listed energy company (October 2016)
• Representation of the underwriters in the $56 million follow-on offering of common units representing limited partner interests in Landmark Infrastructure Partners LP, a NASDAQ-listed master limited partnership (October 2016)
• Representation of the sales agent in connection with the commencement of an at-the-market program for up to 2,632,734 common shares of beneficial interest in Guggenheim Credit Allocation Fund, an NYSE-listed, diversified, closed-end management investment company (September 2016)
• Representation of a private upstream energy company in the $26 million sale of certain of its assets to the U.S. subsidiary of a foreign energy company (September 2016)
• Representation of the underwriters in the $652 million follow-on offering of common units representing limited partner interests in Sunoco Logistics Partners L.P., an NYSE-listed midstream master limited partnership (September 2016)
• Representation of the underwriters in the $46 million follow-on offering of 7.90% Series B Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in Landmark Infrastructure Partners LP, a NASDAQ-listed master limited partnership (August 2016)
• Representation of the managers in connection with the commencement of a $150 million at-the-market program for Dominion Midstream Partners, LP, an NYSE-listed midstream master limited partnership (July 2016)
• Representation of the underwriters in the $157 million follow-on offering of common stock of Laredo Petroleum, Inc., an NYSE-listed energy company (July 2016)
• Representation of the underwriters in the registered offering of $550 million of 3.9% senior notes of a subsidiary of Sunoco Logistics Partners L.P., an NYSE-listed midstream master limited partnership (July 2016)
• Representation of the sole underwriter in the $8 million follow-on offering of 9.00% Series A Cumulative Preferred Stock of Mitcham Industries, Inc., a NASDAQ-listed energy company (June 2016)
• Representation of the sales agents in connection with the commencement of a $40 million at-the-market program for 8.00% Series A Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in Landmark Infrastructure Partners LP, a NASDAQ-listed master limited partnership (June 2016)
• Representation of the underwriters in the $104 million follow-on offering of common stock of Laredo Petroleum, Inc., an NYSE-listed energy company (May 2016)
• Representation of the underwriters in the $20 million follow-on offering of 8.00% Series A Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in Landmark Infrastructure Partners LP, a NASDAQ-listed master limited partnership (April 2016)
• Representation of an NYSE-listed midstream master limited partnership in its $2.226 billion acquisition of equity interests and assets from an NYSE-listed master limited partnership (March 2016)
• Representation of an NYSE-listed energy company in connection with the sale of its interest in certain natural gas and NGL pipelines (March 2016)
• Representation of the Agents in connection with the commencement of a $500 million at-the-market program for Buckeye Partners, L.P., an NYSE-listed midstream master limited partnership (March 2016)
• Representation of an NYSE-listed energy company in connection with the sale of its interest in a natural gas processing plant (February 2016)
• Representation of an NYSE-listed oil and gas company in an approximately $350 million transaction involving the sale of refined products terminals to an NYSE-listed midstream energy company and the creation of a joint venture (February 2016)
• Representation of the sales agents in connection with the commencement of a $50 million at-the-market program for Landmark Infrastructure Partners L.P., a NASDAQ-listed master limited partnership (February 2016)
• Representation of the managers in connection with the commencement of a $1 billion at-the-market program for Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (December 2015)
• Representation of the sales agents in connection with the commencement of a $100 million at-the-market program for StoneMor Partners L.P., an NYSE-listed master limited partnership (November 2015)
• Representation of the underwriters in the registered offering of $1 billion of senior notes of Sunoco Logistics Operations L.P., a subsidiary of Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (November 2015)
• Representation of a midstream master limited partnership in its $650 million private placement of common units representing limited partner interests (August 2015)
• Representation of a midstream master limited partnership in its $100 million registered direct offering of common units representing limited partner interests to funds managed by Kayne Anderson Capital Advisors, L.P. (August 2015)
• Representation of the underwriters in the $50 million follow-on offering of common units representing limited partner interests in Landmark Infrastructure Partners LP, a NASDAQ-listed master limited partnership (May 2015)
• Representation of an NYSE-listed master limited partnership in its registered offering of $800 million of senior notes (March 2015)
• Representation of the underwriters in the $564 million follow-on offering of common units representing limited partner interest in Sunoco Logistics Partners, L.P., an NYSE-listed master limited partnership (March 2015)
• Representation of the underwriters in the registered offering of $350 million of senior notes of Laredo Petroleum, Inc., an NYSE-listed energy company (March 2015)
• Representation of the sole underwriter in the $663 million follow-on equity offering of common stock of Laredo Petroleum, Inc., an NYSE-listed energy company (March 2015)
• Representation of the initial purchasers in the private placement of $105 million of senior notes of Natural Resource Partners L.P., an NYSE-listed master limited partnership (November 2014)
• Representation of the underwriters in the $50.4 million initial public offering of common units representing limited partner interests in Landmark Infrastructure Partners LP, a NASDAQ-listed master limited partnership (November 2014)
• Representation of a midstream master limited partnership in connection with the commencement of a $650 million at-the-market program (November 2014)
• Representation of the underwriters in the registered offering of $1 billion of senior notes of Sunoco Logistics Operations L.P., a subsidiary of Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (November 2014)
• Representation of the managers in connection with the commencement of a $1 billion at-the-market program for Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (November 2014)
• Representation of the underwriters in the $102 million follow-on equity offering of common units representing limited partner interests in Natural Resource Partners L.P., an NYSE-listed master limited partnership (October 2014)
• Representation of the underwriters in the $275 million initial public offering of common units representing limited partner interests in JP Energy Partners LP, an NYSE-listed master limited partnership (October 2014)
• Representation of acquirer in its $4.4 billion acquisition of the general partner of an NYSE-listed master limited partnership (October 2014)
• Representation acquirer in its $56 million acquisition of a private directional drilling company (September 2014)
• Representation of the underwriters in the registered offering of $600 million of senior notes of Buckeye Partners, L.P., an NYSE-listed master limited partnership (September 2014)
• Representation of the underwriters in the $540 million follow-on offering of LP units representing limited partner interests in Buckeye Partners, L.P., an NYSE-listed master limited partnership (September 2014)
• Representation of the underwriters in the $373 million follow-on offering of common units representing limited partner interests in Sunoco Logistics Partners, L.P., an NYSE-listed master limited partnership (September 2014)
• Representation of an NYSE-listed restaurant holding company in connection with its internal reorganization (August 2014)
• Representation of the sole underwriter in the $229 million follow-on offering of LP units representing limited partner interests in Buckeye Partners, L.P., an NYSE-listed master limited partnership (August 2014)
• Representation of acquirer in its $140 million acquisition of a private directional drilling company (July 2014)
• Representation of the managers in connection with the commencement of a $250 million at-the-market program for Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (May 2014)
• Representation of an NASDAQ-listed construction company in its $15 million follow-on offering of common stock (May 2014)
• Representation of the underwriters in the registered offering of $1 billion of notes of a subsidiary of Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (April 2014)
• Representation of an NYSE-listed energy services company in the $100 million sale of its environmental services business (March 2014)
• Representation of an NYSE-listed master limited partnership in connection with the commencement of a $75 million at-the-market program (February 2014)
• Representation of an NYSE-listed energy company in its acquisition of substantially all of the assets of a water management services company (January 2014)
• Representation of the underwriters in the registered offering of $800 million of notes of Buckeye Partners, L.P., an NYSE-listed master limited partnership (November 2013)
• Representation of the underwriters in connection with the commencement of a $75 million at-the-market program for Natural Resources Partners L.P., an NYSE-listed master limited partnership (November 2013)
• Representation of the underwriters in the $540 million follow-on offering of LP units representing limited partner interests in Buckeye Partners, L.P., an NYSE-listed master limited partnership (October 2013)
• Representation of the underwriters in the $93.7 million follow-on offering of common stock of Triangle Petroleum Corporation, an NYSE-listed energy company (August 2013)
• Representation of the underwriters in connection with the commencement of an at-the-market program for up to 1,500,000 common shares of The Cushing Royalty & Income Fund (July 2013)
• Representation of a private oilfield services company in its $35 million acquisition of four oilfield services companies (June 2013)
• Representation of the underwriters in the registered offering of $500 million of notes of Buckeye Partners, L.P., an NYSE-listed master limited partnership (June 2013)
• Representation of the underwriters in connection with the commencement of a $300 million at-the-market program for Buckeye Partners, L.P., an NYSE-listed master limited partnership (May 2013)
• Representation of the underwriters in the $143.4 million follow-on offering of common units representing limited partner interests in Suburban Propane Partners, L.P., an NYSE-listed master limited partnership (May 2013)
• Representation of the underwriters in the $25 million follow-on offering of common stock by Salient MLP Energy & Infrastructure Fund, an NYSE-listed closed-end fund (March 2013)
• Representation of the underwriters in the $349.8 million follow-on offering of LP units representing limited partner interests in Buckeye Partners, L.P., an NYSE-listed master limited partnership (January 2013)
• Representation of the underwriters in the registered offering of $700 million of senior notes of Sunoco Logistics Partners Operations L.P., a subsidiary of Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (January 2013)
• Representation of an NYSE-listed oilfield services company in its acquisition of substantially all of the assets of Alliance Drilling Fluids (December 2012)
• Representation of the underwriters in the $89.7 million follow-on offering of shares of common stock of CorEnergy Infrastructure Trust, Inc., an NYSE-listed real estate investment trust (December 2012)
• Representation of the underwriters in the $224 follow-on offering of common units representing limited partner interests in QR Energy, LP, an NYSE-listed master limited partnership (December 2012)
• Representation of a private manufacturing company in the sale of substantially all of its assets to a private engineering company (November 2012)
• Representation of the underwriters in the $223 million initial public offering of common units representing limited partner interests in Susser Petroleum Partners, LP, an NYSE-listed midstream master limited partnership (September 2012)
• Representation of an NYSE-listed oilfield services company in its acquisition of substantially all of the assets of Greywolf Production Systems Inc. and GPS Limited (July 2012)
• Representation of the underwriters in the $335 million follow-on offering of common units representing limited partner interests in QR Energy, LP, an NYSE-listed master limited partnership (April 2012)
• Representation of an NASDAQ-listed oilfield services company in its $198 million follow-on offering of common stock (March 2012)
• Representation of an NYSE Amex Equities-listed energy company in its $306 million follow-on offering of common stock (March 2012)
• Representation of the underwriters in the $250 million registered direct offering of LP units representing limited partner interests in Buckeye Partners, L.P., an NYSE-listed exploration and production master limited partnership (February 2012)
• Representation of a NASDAQ-listed exploration and production master limited partnership in the $97 million initial public offering of common units representing limited partner interests (December 2011)
• Representation of the trustee in the $501 million initial public offering of common units representing beneficial interests in an NYSE-listed royalty trust (November 2011)
• Representation of a midstream master limited partnership in the $45 million public offering of common units representing limited partner interests (September 2011)
• Representation of the underwriters in the registered offering of $600 million of senior notes of Sunoco Logistics Partners Operations L.P., a subsidiary of Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (August 2011)
• Representation of the underwriters in the $247 million initial public offering of common units representing limited partner interests in Oiltanking Partners, L.P., an NYSE-listed master limited partnership (July 2011)
• Representation of the trustee in the $232 million initial public offering of common units representing beneficial interests in an NYSE-listed energy trust (May 2011)
• Representation of the underwriters in the $285 million follow-on offering of common units representing limited partner interests in Buckeye Partners, L.P., an NYSE-listed master limited partnership (April 2011)
• Representation of the underwriters in the $213 million secondary offering of common units representing limited partner interests in Natural Resource Partners LP, an NYSE-listed master limited partnership (March 2011)
• Representation of the underwriters in the $3.3 billion initial public offering of common stock in Kinder Morgan, Inc., an NYSE-listed pipeline transportation company (February 2011)
• Representation of the underwriters in the private placement of $325 million of senior notes by Texas Gas Transmission, LLC, a subsidiary of Boardwalk Pipeline Partners, LP, an NYSE-listed master limited partnership (January 2011)
• Representation of the underwriters in the $345 million initial public offering of common units representing limited partner interests in QR Energy, LP, an NYSE-listed master limited partnership (December 2010)
• Representation of an NYSE-listed engineering, construction and services company in its $280 million acquisition of a private engineering, procurement and construction services company (December 2010)
• Representation of a TSX-listed drilling company in the private placement of $450 million of senior notes (December 2010)
• Representation of an NYSE-listed energy company in the fixed price tender offer and consent solicitation for one series of its senior notes and the registered offering of $150 million of senior notes (November 2010)
• Representation of the underwriters in the $149 million follow-on offering of common units representing limited partner interests in Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (August 2010)
• Representation of the underwriters in the $150 million initial public offering of common units representing limited partner interests in Oxford Resource Partners LP, an NYSE-listed master limited partnership (July 2010)
• Representation of the underwriters in the registered offering of $500 million of senior notes of Sunoco Logistics Partners Operations L.P., a subsidiary of Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (February 2010)
• Representation of the underwriters in $150 million secondary offering of common units representing limited partner interests by Sunoco Logistics Partners L.P., an NYSE-listed master limited partnership (February 2010)

EDUCATION:

• JD, Baylor Law School, cum laude, valedictorian, Executive Editor, Baylor Law Review, 2009
• BA, The Pennsylvania State University, 2006

BAR ADMISSIONS:

• Texas

Memberships:

• Houston Young Lawyers Association
• Chair and Trustee, Houston Young Lawyers Foundation Board of Trustees
• Houston Bar Association
• Texas Young Lawyers Association
• American Bar Association
• Trustee, Texas Bar Foundation