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Troy L. Harder

Harder, Troy L.

Partner

P +1.713.221.1456
F +1.713.437.5349
troy.harder@bgllp.com

Assistant

Linda Cole
+1.713.221.3385

Troy Harder advises clients in all aspects of corporate and securities law, with an emphasis on corporate finance transactions. He has experience representing both issuers and investment banks in a wide range of capital markets transactions, including initial public offerings, public and private offerings of debt and equity securities, tender offers, consent solicitations and exchange offers. He also counsels clients in connection with SEC reporting and corporate governance and compliance matters, including insider reporting and compliance with the rules of the New York Stock Exchange and NASDAQ.

Mr. Harder has represented companies involved in all aspects of the energy industry, including exploration and production companies, master limited partnerships, pipeline joint ventures and oilfield services companies. His experience with MLPs includes both representation of the partnerships in connection with a variety of capital markets transactions and representation of conflicts committees in connection with drop-down transactions. He has also advised companies in a variety of other industries, such as private equity firms, bank holding companies, investment banks and manufacturing companies.

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Representative Matters

 

Represented a midstream MLP in its $5 billion acquisition of a NASDAQ-listed midstream energy company.

Represented the issuer in three separate offerings by selling stockholders totaling $6.4 billion in proceeds.

Advised the conflicts committee of the board of directors of an upstream MLP in three separate drop-downs of assets from its parent sponsor.

Represented a midstream MLP in shelf offerings of equity and debt securities totaling over $13.0 billion over five years.

Represented an exploration and production company in its acquisition of a privately held exploration and production company for $2.85 billion and in two separate offerings of debt securities totaling $5.0 billion.

Represented the underwriters in an oilfield services company’s $3.0 billion offering of debt securities.

Represented a midstream MLP in the establishment and management of two separate “at-the-market” sales programs for its common equity securities.

Advised the conflicts committee of the board of directors of an upstream MLP in two drop-downs of assets from its parent sponsor.

Represented the underwriters in an oilfield services company’s $800 million offering of debt securities.

Represented the acquiring company in its $38 billion acquisition of an NYSE-listed company, creating the third largest energy company in North America.

Represented the underwriters in an exploration and production company's shelf offerings of equity and debt securities totaling over $6.8 billion over five years.

Represented the general partner of a midstream MLP in its $3.2 billion initial public offering, the second largest energy company IPO in U.S. history.

Represented an exploration and production company in its separate offerings of common stock, convertible preferred stock and debt securities used to finance a $7.0 billion acquisition of oil and gas assets.

Advised a Canadian exploration and production company with respect to U.S. securities laws in its conversion from a Canadian income trust to a corporation.

Represented a Canadian energy services provider in its private placement of $225 million of debt securities and concurrent redemption of existing debt securities.

Represented a joint venture in its $3.0 billion debt financing of the construction of a new pipeline.

Represented a private equity firm in its initial investment and equity commitment of $75 million in an exploration and production company.

Advised a special committee of the board of directors of a midstream MLP in four separate drop-downs of assets totaling over $1.0 billion from its parent sponsor.

Represented a joint venture in its private placement of $1.3 billion of debt securities to finance construction of a new pipeline, named Project Finance International's Bond Deal of the Year.

Represented an energy company in its sale of an 80% interest in a natural gas pipeline for over $5.2 billion.

Represented the selling shareholders in a secondary offering of $136 million of NYSE-listed equity securities.

Represented the subject company in a $22 billion management-led buyout.

Represented a Canadian energy services provider in its initial public offering on the New York Stock Exchange and concurrent capital reorganization.

Represented an energy company in its private placement of $2.15 billion of senior notes and subsequent exchange offer.

Advised two investment banks as the dealer managers in an exploration and production company's tender offer for $100 million of preferred stock.

Represented an energy company in its establishment of a $2 billion commercial paper program to finance a major pipeline project.

Education

J.D., magna cum laude, University of Houston Law Center, 2002
B.B.A., Baylor University, 1995

Bar Admissions

Texas

Affiliations

State Bar of Texas

Noteworthy

Legalease, The Legal 500 United States, Capital Markets: Debt Offerings, 2014; Capital Markets: Equity Offerings, 2014
Texas Super Lawyers, Rising Star, 2013