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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

Great Plains Energy Incorporated
Acquisition of Westar Energy
Representing Great Plains Energy in its pending acquisition of Westar Energy in a combined cash and stock transaction valued at approximately $12.2 billion.

Colorado Interstate Gas Company, L.L.C.
144A Debt Offering
Represented Colorado Interstate Gas Company, a wholly owned pipeline subsidiary of Kinder Morgan, Inc., in its Rule 144A offering of $375 million of senior notes.

Tallgrass Energy Partners, LP
Acquisition of Interest in Rockies Express Pipeline
Represented the conflicts committee of the board of directors of Tallgrass Energy Partners, LP in the acquisition of a 25 percent membership interest in Rockies Express Pipeline LLC from a unit of Sempra U.S. Gas and Power for cash consideration of approximately $440 million.

Kinder Morgan, Inc.
Preferred Stock Offering
Represented Kinder Morgan, Inc. in its first public offering of preferred equity securities, consisting of $1.6 billion of 9.75% Series A Mandatory Convertible Preferred Stock.

EOG Resources, Inc.
Debt and Equity Offerings
Represented the underwriters in EOG Resources Inc.’s shelf offerings of equity and debt securities totaling over $15.6 billion over seven years.

Tallgrass Energy Partners, LP
Drop-down Acquisitions
Represented the conflicts committee of the board of directors of Tallgrass Energy Partners, LP in three separate acquisitions, for total consideration of $2.0 billion, of ownership interests in Pony Express Pipeline LLC from its parent sponsor.

Venoco, Inc.
Strategic Financing Transactions
Represented 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.

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

Kinder Morgan, Inc.
Acquisition of KMP, KMR and EPB
Represented 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.
ATM Program
Represented 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.

Tallgrass Energy Partners, LP
Drop-down Acquisition
Represented the conflicts committee of the board of directors of Tallgrass Energy Partners, LP in the acquisition of Trailblazer Pipeline Company LLC  from its parent sponsor.

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

Western Gas Partners, LP
Drop-down Acquisitions
Represented the special committee of the board of directors of Western Gas Partners, LP in four separate drop-downs of assets totaling $1.4 billion from Anadarko Petroleum Corporation.

Canadian E&P Company
Debt Private Placement
Represented a Canadian exploration and production company in its private placement in the United States of $200 million of debt securities.

Apache Corporation
Debt Tender Offer
Represented Apache Corporation in its $850 million tender offer for its senior notes.

Chesapeake Energy Corporation
Debt Offering and Tender Offers
Represented 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.
Acquisition of Copano Energy, LLC
Represented Kinder Morgan Energy Partners, L.P. in its $5 billion acquisition of Copano Energy, LLC.

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

LRR Energy, L.P.
Drop-down Acquisitions
Represented 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
Acquisition and Debt Financing
Represented 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.

National Oilwell Varco, Inc.
Debt Offering
Represented 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
ATM Programs
Represented 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.

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

FMC Technologies, Inc.
Debt Offering
Represented the underwriters in FMC Technologies, Inc.’s $800 million offering of debt securities.

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

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

Apache Corporation
Debt and Equity Financing for Acquisition
Represented 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
Conversion from Income Trust to Corporation
Represented 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.
Debt Private Placement and Redemption
Represented 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
Pipeline Construction Debt Financing
Represented Rockies Express Pipeline LLC in its $3.0 billion debt financing of the construction of its pipeline.

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

Rockies Express Pipeline LLC
Pipeline Construction Debt Financing
Represented 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.
Sale of Interest in Natural Gas Pipeline
Represented 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

Euromoney Institutional Investor PLC, IFLR1000 Financial & Corporate Guide, Rising Star, Capital Markets: Debt and Equity, 2016-2017
Legalease, The Legal 500 United States, Capital Markets: Debt Offerings, 2014-2016; Capital Markets: Equity Offerings, 2014-2016
Thomson Reuters, Texas Super Lawyers, Rising Star, 2013