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Harder, Troy L.
Troy L. Harder
Partner
P: +1.713.221.1456
F: +1.713.437.5349

Natalie Moreno

+1.713.222.3079

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.

Representative Matters

Venoco, Inc. in a series of strategic financing transactions, including the issuance of $175 million of first lien senior secured debt securities and the exchange of $194 million of existing debt securities for $150 million of second lien senior secured debt securities.

The conflicts committee of the board of directors of Tallgrass Energy Partners, LP in the $700 million drop-down of a one-third interest in Pony Express Pipeline LLC from its parent sponsor.

Kinder Morgan, Inc. in its first registered public offering of euro-denominated notes, consisting of €1.25 billion aggregate principal amount of debt securities.

The underwriters in EOG Resources Inc.’s $1.0 billion offering of debt securities.

Kinder Morgan, Inc. in its acquisition of Kinder Morgan Energy Partners, L.P., Kinder Morgan Management, LLC and El Paso Pipeline Partners, L.P. for a total transaction value of $76 billion.

Kinder Morgan, Inc. in its establishment of a $5.0 billion “at-the-market” equity sales program and a $4.0 billion commercial paper program.

The conflicts committee of the board of directors of Tallgrass Energy Partners, LP in two separate drop-downs of assets from its parent sponsor.

Kinder Morgan Energy Partners, L.P. in shelf offerings of equity and debt securities totaling over $13.6 billion over five years.

The conflicts committee of the board of directors of Western Gas Partners, LP in a $375 million drop-down of assets from Anadarko Petroleum Corporation.

The underwriters in EOG Resources Inc.’s shelf offerings of equity and debt securities totaling over $5.7 billion over five years.

A Canadian exploration and production company in its private placement in the United States of $200 million of debt securities.

Apache Corporation in its $850 million tender offer for its senior notes.

Chesapeake Energy Corporation in its $2.3 billion offering of debt securities and concurrent tender offers for existing debt securities.

Kinder Morgan Energy Partners, L.P. in its $5 billion acquisition of Copano Energy, LLC.

Kinder Morgan, Inc. in three separate offerings by selling stockholders totaling $6.4 billion in proceeds.

The conflicts committee of the board of directors of LRR Energy, L.P. in three separate drop-downs of assets from its parent sponsor.

Apache Corporation 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.

The underwriters in National Oilwell Varco, Inc.’s $3.0 billion offering of debt securities.

Kinder Morgan Energy Partners, L.P. and Kinder Morgan Management, LLC in the establishment and management of two separate “at-the-market” sales programs for their common equity securities.

The conflicts committee of the board of directors of QR Energy, LP in two drop-downs of assets from its parent sponsor.

The underwriters in FMC Technologies, Inc.’s $800 million offering of debt securities.

Kinder Morgan, Inc. in its $38 billion acquisition of El Paso Corporation, creating the third largest energy company in North America.

Kinder Morgan, Inc. in its $3.2 billion initial public offering, the second largest energy company IPO in U.S. history.

Apache Corporation 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.

Enerplus Corporation with respect to U.S. securities laws in its conversion from a Canadian income trust to a corporation.

North American Energy Partners Inc. in its private placement of $225 million of debt securities and concurrent redemption of existing debt securities.

Rockies Express Pipeline LLC in its $3.0 billion debt financing of the construction of its pipeline.

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

The special committee of the board of directors of Western Gas Partners, LP in four separate drop-downs of assets totaling over $1.0 billion from Anadarko Petroleum Corporation.

Midcontinent Express Pipeline LLC in its private placement of $1.3 billion of debt securities to finance construction of its pipeline, named Project Finance International's Bond Deal of the Year.

Kinder Morgan, Inc. in its sale of an 80% interest in a natural gas pipeline for over $5.2 billion.

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, 2014-2015; Capital Markets: Equity Offerings, 2014
Thomson Reuters, Texas Super Lawyers, Rising Star, 2013