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Vinson & Elkins advised Plains All American Pipeline, L.P. (NASDAQ: PAA) (“PAA”) in connection with an underwritten public offering (the “Offering”) of $1 billion aggregate principal amount of 5.950% senior notes due 2035 at a price to the public of 99.761% of their face value. PAA intends to use the net proceeds of approximately $988.1 million from the Offering to fund the acquisition of all the membership interests in Ironwood Midstream Energy Partners II, LLC, to fund the repurchase of certain Series A Preferred Units representing limited partner interests in PAA, and to repay amounts outstanding under its credit facilities and commercial paper program. The Offering closed on January 15, 2025.

Vinson & Elkins advised BofA Securities, Barclays and RBC Capital Markets, and the several additional underwriters participating in the offering, as underwriters’ counsel in connection with Delek Logistics Partners, LP’s underwritten public offering of an aggregate of 4,423,075 common units representing limited partner interests, including 576,922 common units sold pursuant to the underwriters’ full exercise of their option to purchase additional common units, at a price of $39.00 per unit.

Vinson & Elkins advised the underwriters in connection with Enterprise Products Operating LLC’s public offering of $2.5 billion aggregate principal amount of notes comprised of (i) $1.1 billion principal amount of 4.95% Senior Notes due February 15, 2035, and (ii) $1.4 billion principal amount of 5.55% Senior Notes due February 16, 2055.

Vinson & Elkins advised the underwriters in connection with an underwritten public offering by EnLink Midstream, LLC of $500 million aggregate principal amount of its 5.650% senior notes due 2034.

Vinson & Elkins advised Energy Transfer LP (the “Partnership”) in connection with an underwritten public offering of an aggregate of 38,755,996 common units representing limited partner interests in the Partnership (“common units”) by the selling unitholders at a price to the public of $15.78 per common unit.

Vinson & Elkins advised Targa Resources Corp. in its entry into a definitive agreement with WhiteWater, MPLX LP and Enbridge Inc., through the WPC Joint Venture, to reach a final investment decision to move forward with the construction of the Blackcomb Pipeline to transport natural gas from the Permian Basin to the Agua Dulce area in South Texas.

Vinson & Elkins represented Total Operations and Production Services, LLC (“TOPS”), a leading provider of contract gas compression services for the Permian Basin, in its entry into a definitive agreement with Archrock, Inc. (NYSE: AROC) (“Archrock”), pursuant to which Archrock will acquire TOPS, including approximately 580,000 horsepower of predominantly young electric motor drive compression assets, in a cash-and-stock transaction valued at $983 million.

Vinson & Elkins LLP represented Energy Transfer LP and Sunoco LP in the formation of a joint venture between the parties, combining their respective crude oil and produced water gatherings in the Permian Basin.

Vinson & Elkins advised Elevation Midstream, LLC (“Elevation”), an energy midstream gathering and processing company based in Denver, Colorado, in its combination with Platte River Holdings (“Platte River”), a subsidiary of ARB Midstream, LLC (“ARB”).

Vinson & Elkins advised Grayson Mill Holdings II, LLC and Grayson Mill Holdings III, LLC (together, “GM”), both private companies backed by EnCap Investments L.P. (“EnCap”), in GM’s sale to WPX Energy Williston, LLC, an affiliate of Devon Energy Corporation (“Devon”), of certain entities affiliated with GM holding oil and gas properties, rights and related assets located in the Williston and Powder River Basins for an unadjusted purchase price of $5.0 billion, subject to customary purchase price adjustments.

Vinson & Elkins advised Plains All American Pipeline, L.P. (NASDAQ: PAA) (“PAA”) in connection with an underwritten public offering (the “Offering”) of $650 million aggregate principal amount of 5.700% senior notes due 2034 at a price to the public of 99.953%.

Vinson & Elkins advised Tallgrass Energy, LP (“TGE”) in the acquisition of Phillips 66’s 25% interest in the Rockies Express Pipeline (“REX”) for an enterprise value of approximately $1.275 billion.