BP Asset Sales
BP p.l.c. has been on a selling spree. In October the company struck a deal to sell its 50 percent stake in TNK–BP, Russia’s third-largest oil company, to OAO Rosneft Oil Company. BP will receive $12.3 billion in cash and an 18.5 percent stake in Rosneft worth about $14 billion. The parties hope to close the deal within six months. Rosneft will buy the rest of TNK–BP from Alpha Access Renova, or AAR, the consortium of Russian billionaires that owns the other half of the company.
BP also agreed last year to five different U.S. asset sales of $1 billion or more that could net the troubled oil company up to $12.755 billion, money that will help defray costs associated with the Deepwater Horizon oil spill in 2010. BP announced within weeks of the disaster that it planned to sell up to $38 billion in assets. It began by selling $7 billion in oil and gas assets in Texas, New Mexico, Canada, and Egypt to Apache Corporation [Big Deals, September 2010] and has since sold properties all over the world.
The most recent flurry of sales started with the $1.2 billion sale of properties located in the Hugoton Basin in Kansas to Linn Energy LLC, a deal announced on February 25 and closed the next month. Linn also agreed on June 25 to pay BP $1.03 billion for natural gas fields in Wyoming, a deal that closed in July.
BP then struck a deal to sell its Carson, California, refinery, along with the facility’s inventory of oil and 800 Arco-branded gas stations in Southern California, Nevada, and Arizona, to Tesoro Corporation for $2.475 billion on August 13. The parties hope to close before the middle of 2013.
On September 10 Plains Exploration & Production Company announced that it had agreed to pay BP $5.55 billion for oil and gas assets in the Gulf of Mexico. Plains will also pay Royal Dutch Shell plc $560 million for a 50 percent stake in the Holstein oil fields, the rest of which the buyer will purchase from BP. The parties expect to close by the end of the year.
BP also struck a deal on October 8 to sell its Texas City, Texas, refinery and related assets to Marathon Petroleum Corporation for $598 million in cash and as much as $700 million more over the next six years, depending on the refinery’s profitability. Marathon will also pay $1.2 billion for the refinery’s current hydrocarbon inventory. The parties hope to close the deal early in 2013. Regulators must approve the sales of the refineries and Plains’s proposed acquisition of the Gulf of Mexico assets.
For buyer OAO Rosneft Oil Company (Moscow)
Cleary Gottlieb Steen & Hamilton: Corporate: Daniel Braverman, Russell Pollack, and associates Gabriele Antonazzo and Marie-Hélène Farrelly. Antitrust: Antoine Winckler. Russian law: Murat Akuyev and asso­ciates Yulia Savitskaya and Mikhail Suvorov. (Braverman, Antonazzo, and Farrelly are in London; Pollack is in Paris; Winckler is in Brussels; Akuyev, Savitskaya, and Suvorov are in Moscow.) Cleary advised the company on its 2006 IPO and numerous matters since then.
For buyer Plains Exploration & Production Company (Houston)
In-House: General counsel John Wombwell and assistant general counsel Carolyn Bertrand.
Latham & Watkins: Michael Darden, Jeffrey Muñoz, and associates Christopher Bennett, Dane Johnson, Stephen Szalkowski, and Wesley Thoman. (All are in Houston.) Latham represented the company last year on its $450 million sale of a 20 percent stake in its Gulf of Mexico assets to EIG Global Energy Partners LLC and in 2010 on the sale of its shallow-water properties in the Gulf of Mexico to McMoran Exploration Co. for $818 million. Darden, who helped launch Latham’s Houston office when he joined from Baker Botts two years ago, previously advised Plains on matters involving offshore assets. Michael Dillard, who came to Latham from Akin Gump Strauss Hauer & Feld, represented the company on its 2002 IPO and numerous other securities law matters.
For buyer Marathon Petroleum Corporation (Findlay, Ohio)
In-House: Group counsel Michael Barnett, senior attorney Bruce Lazar, senior counsel Kristi Clark, general attorney Timothy Berry, and attorney John Staler. Environmental: assistant general counsel Virginia King and attorney Sherry Hesselbein.
Jones Day: Energy: Dickson Chin, Kenneth Driver, Gerald "Jerry" Farano, William "Fritz" Henze III, Jeffrey Schlegel, and Charles "Chuck" Wehland. Real estate: Michelle Brown, Susan Cox, and David Lowery. Intellectual property: Joseph Beauchamp. Antitrust: Peter Love, Fiona Schaeffer, and Tom Smith. Tax: Todd Wallace. Labor and employment: Brian Easley and Mark Temple. Restructuring: Thomas Howley. M&A: Peter Izanec. Banking: Robert Graves. Litigation: Scott Cowan. Health care: John Bibby Jr. (Chin, Henze, and Schaeffer are in New York; Driver, Farano, Love, and Smith are in Washington, D.C.; Schlegel, Beauchamp, Temple, Howley, and Cowan are in Houston; Wehland, Easley, Graves, and Bibby are in Chicago; Brown, Cox, Lowery, and Wallace are in Dallas; Izanec is in Cleveland.)
Frost Brown Todd: Environmental: Kevin McMurray, Steven Wesloh, and associate Thaddeus Driscoll. (All are in Cincinnati.)
For buyer Tesoro Corporation (San Antonio)
In-House: General counsel Charles "Chuck" Parrish, lead deal lawyer and antitrust counsel P. Scott Rammell, real estate counsel Brooks Meltzer, intellectual property counsel Stoney Vining, information technology counsel Cliff Barr, marketing counsel Arseni Grokhovski, logistics counsel Barron Dowling, and calciner and cogeneration counsel Charles Magee.
Pillsbury Winthrop Shaw Pittman: Corporate: Patrick Devine and Bruce McDiarmid. Finance: Michael Hindus, Robert James, Robert Spjut, and associates Alicia McKnight and Brian Scaccia. Global sourcing: Michael Murphy. Executive compensation and benefits: Christine Richardson. Employment and labor: Paula Weber. Environmental: Michael Barr, David Farabee, Jerry Ross, counsel Brad Raffle, and associate Julia Miller. Real estate: Laura Hannusch and Glenn Snyder. Intellectual property: Richard Zaitlen. (All are in San Francisco except for Los Angeles–based Barr and Zaitlen and Houston-based Ross, Raffle, Miller, and Hannusch.)
Bingham McCutchen: Environmental: Colleen Doyle and counsel Diana Martin. (Both are in Los Angeles.)
Cooley: Antitrust: Jackie Grise, Marc Schildkraut, and associates Megan Browdie, David Burns, Sharon Connaughton, and Tanisha James. (All are in Washington, D.C.)
Cox Smith: Real estate: Rodrigo Figueroa, C. Michael Montgomery, John Stewart, and associates Jeffrey Bizon, Alan Gretzinger, and Caroleene Hardee. Intellectual property: Derrick Pizarro. Corporate: Jeffrey Gifford. (All are in San Antonio.)
McGuireWoods: Corporate: Charles Cavallo III, Craig Culbertson, Donald Ensing, and associates Bryan Bylica, Salina Canoy, Joshua Ciccone, Angelique Dousis, Samuel Esan, and Stephanie Zabela. Real estate: Lisa Atty, Thomas Becket, John Visconsi, Joan Wolff, counsel Michael Brooks, and attorney Brandon Barker. (All the corporate lawyers are in Chicago except for Houston-based Cavallo and Dousis, and Pittsburgh-based Ciccone. All the real estate lawyers are in Los Angeles.)
For buyer Linn Energy LLC (Houston)
In-House: Senior counsel Holly Anderson.
Baker Botts: Tax: Michael Bresson and senior associate James Chenoweth. State tax: Matthew Larsen, Renn Neilson, and associate Jacob Bitter. Antitrust: Paul Cuomo and associate Vishal Mehta. (Bresson, Chenoweth, and Neilson are in Houston; Larsen and Bitter are in Dallas; Cuomo and Mehta are in Washington, D.C.) Linn largely handled the deal in-house. Bresson and Baker Botts partner Kelly Rose are advising Linn on the issuance of stock in LinnCo LLC.
For seller BP p.l.c. (London)
In-House: Group general counsel Rupert Bondy, deputy company secretary Jens Bertelsen, assistant general counsel–dispute resolution Joanne Cross, managing counsel–Russia and Kazakhstan Eugene Nikulin, senior counsel–antitrust Michael Sosso, senior counsel–M&A Jane Hammond and Lisa Harville, and counsel–M&A Emily Leung. Not all lawyers worked on all deals.
Linklaters: Litigation: Michael Bennett. Corporate: Stephen Griffin, Jeremy Parr, and Sarah Wiggins. (All are in London.) Linklaters advised on the deal with Rosneft and has represented BP for many years on its investments in Russia.
Gardere Wynne Sewell: Corporate: Jerry DeVault, Douglas Eyberg, Charles Meacham, Frank Putman, Timothy Spear, and asso­ciates Khurram Jiwani, Austin Ke, Jennifer Smith, and Eunice Song. (All are in Houston except for Dallas-based Ke and Austin-based Smith.) Eyberg and Spear led a team that advised on the sale of the Deepwater Gulf of Mexico assets. Spear was the lead lawyer on the sale of the Hugoton assets in Kansas, Eyberg on the sale of the Wyoming assets. Eyberg also led a team that advised BP on the $3.1 billion sale of fields in the Permian Basin to Apache Corporation in 2010.
Kirkland & Ellis: Energy: Karen Sheffler, Michael Woods, and associates Matthew Mauney and Jason Whiteley. Antitrust: Ian Conner, Ellen Jakovic, Bilal Sayyed, and associates Nina Frant and Joseph Nord. Real estate: John Caruso. (All are in Washington, D.C., except for Chicago-based Caruso.) Kirkland advised on the sale of the Texas City refinery. Kirkland represents BP in many of the lawsuits related to the Deepwater Horizon oil spill.
Greensfelder, Hemker & Gale: Litigation: John Petite and asso­ciates Daniel Garner and Abby Risner. Real estate: Chalegne O’Brien. (All are in St. Louis.) The firm represented BP on franchising issues and the sale of retail assets in the Texas City refinery deal.
Vinson & Elkins: M&A: Christopher Collins. Environmental: Carol Dinkins. Real estate: Sanford "Sandy" Weiner. (All are in Houston.) V&E advised on the sale of the Texas City refinery.
DLA Piper: Corporate: Gregory Dahlgren and Carlos Solé III. Franchise law: Dennis Wieczorek. Real estate: Caryn Englander and Paul Shadle. Environmental: Matthew Covington. Intellectual property: Jason Levin. (All are in Chicago except for Houston-based Solé and San Francisco–based Covington.) DLA advised on the sale of the Carson, California, refinery.
Arnold & Porter: Antitrust: Deborah Feinstein, senior counsel Ronald Redcay, and associate Michael B. Bernstein. (Feinstein and Bernstein are in Washington, D.C.; Redcay is in Los Angeles.) The firm advised on sale of the Carson, California, refinery.
For seller AAR
In-House: At Access Industries: general counsel Alejandro Moreno. At Renova Management AG: head of foreign litigation Evgenia Loewe and director of strategic projects Maksim Goldman.
Skadden, Arps, Slate, Meagher & Flom: Corporate: Michal Berkner, Linda Davies, Dmitri Kovalenko, and Scott Simpson. Litigation and international arbitration: David Kavanagh and counsel David Edwards. Antitrust: Ingrid Vandenborre. (All are in London except for Moscow-based Davies and Kovalenko and Brussels-based Vandenborre.) AAR is a joint venture among Alfa Group Consortium, Access Industries, and Renova Group. Skadden represented Access Industries portfolio company Basell Polyolefins in its $19 billion purchase of Lyondell Chemical Co. in 2007.
Weil, Gotshal & Manges: Corporate: Marco Compagnoni, Peter King, senior associate Simon Lyell, and associate Alexander Hasek. Tax: Oliver Walker. (All are in London.) —David Marcus
Disney / Lucasfilm
George Lucas capped one of the great careers in American cinema on October 30 by agreeing to sell his production company Lucasfilm Ltd. to Walt Disney Company for $4 billion, about half of which will be in cash and half in Disney stock. The 68-year-old Lucas made his name as a filmmaker with the 1973 movie American Graffiti, but he made his fortune with the Star Wars movies, the first of which came out in 1977. That portfolio of six films motivated Disney CEO Robert Iger to acquire Lucasfilm, which had been owned entirely by its founder.
Disney has done well with its purchases of Pixar Animation Studios [Big Deals, April 2006] and Marvel Entertainment Inc. [Big Deals, November 2009], and Iger saw a similar opportunity in Lucasfilm, which is scheduled to release a new Star Wars movie in 2015. Kathleen Kennedy, the current cochairman of Lucasfilm along with Lucas, will become the company’s president after its sale to Disney, while Lucas himself will stay on as a creative consultant. Disney and Lucas hope to close the deal within a few months pending regulatory approvals.
For acquiror Walt Disney Company (Burbank, California)
In-House: Corporate/M&A: associate general counsel James Kapenstein. Intellectual property: deputy general counsel Susanne Wilson, assistant general counsel Charles Steinberg, principal counsel Catherine Bridge, and chief counsel–consumer products Michael Horn. Studio legal: chief counsel Steven Bardwil and assistant chief counsel Bill Neuschaefer. Employment and benefits: associate general counsel Shawna Swanson and assistant general counsel Barbara Kellams. Real estate: associate general counsel Anthony Basalari. Litigation: deputy general counsel Edward Nowak.
Skadden, Arps, Slate, Meagher & Flom: M&A: Howard Ellin, Brian McCarthy, and counsel Timothy Fesenmyer and Andrew Garelick. Intellectual property and technology: Anthony Dreyer, Stuart Levi, and counsel Andrew Woodard and Elaine Ziff. Tax: Kenneth Betts. Executive compensation and benefits: Joseph Yaffe. Antitrust: John Nannes. E.U. and international competition: Frederic Depoortere and counsel Nikolaos Peristerakis. Labor and employment: Karen Corman and counsel Lisa D’Avolio. Environmental: counsel Stacy Kray. (All are in New York except for the following: McCarthy, Garelick, Betts, and Corman are in Los Angeles; Yaffe and Kray are in Palo Alto; Nannes is in Washington, D.C.; Depoortere and Peristerakis are in Brussels.) McCarthy represented Disney on its $7.4 billion purchase of Pixar in 2006.
For target Lucasfilm Ltd. (San Francisco)
In-House: General counsel David Anderman, director of business affairs Christine Talarides, and head of business development Jennifer Seibly.
Latham & Watkins: Corporate: Tad Freese, Christopher "Kit" Kaufman, Jamie Leigh, and associates Charlotte Chang, Abtin Jalali, and Chad Rolston. Intellectual property: Anthony Klein and associates Lee Baker, Heather Bromfield, Isabel Chon, and Kathleen Cui. Real estate: David Shapiro and associate Jeffrey Anderson. Employee benefits and executive compensation: associates James Metz and Ashley Wagner. Tax: David Raab and associate Matthew Dewitz. Employment law: Linda Inscoe. Environmental: Karl Karg. Antitrust: Joshua Holian, Susanne Zuehl­ke, counsel Sydney Smith, and associate Tomas Nilsson. (All are in Menlo Park, California, except for the following: Shapiro, Anderson, and Karg are in Chicago; Raab and Dewitz are in New York; Inscoe and Holian are in San Francisco; Zuehlke and Nilsson are in Brussels; Smith is in Washington, D.C.) Kaufman has done work for Lucasfilm for more than 20 years. —D.M.
Leucadia / Jefferies
Leucadia National Corporation began building a stake in Jefferies Group Inc. in April 2008, and on November 12 the holding company struck a deal to finish the job by agreeing to pay $2.6 billion in stock for the 71 percent of the investment bank that it doesn’t already own. Leucadia will offer 0.81 of its shares per Jefferies share, consideration worth $17.66. The deal came at a 24 percent premium to the target’s closing price on November 9, the last trading day before the deal was announced. The parties hope to close the deal in the first quarter of 2013, pending approvals from regulators and both sets of shareholders.
For acquiror Leucadia National Corporation (New York)
Weil, Gotshal & Manges: M&A: Andrea Bernstein, Matthew Gilroy, and associates Allison Donovan, Jamie Lurie, and Michael Ray. Tax: Mark Hoenig, Chayim Neubort, and associate Mark Dundon. (Dundon is in Dallas; the others are in New York.) Bernstein has worked with Leucadia since she began practicing at Weil more than 30 years ago. Retired Weil partner Stephen Jacobs also represented Leucadia for many years and still counsels the company.
For Leucadia’s board of directors
Proskauer Rose: Corporate: Martin Bienenstock, Lorenzo Borgogni, and associates Yoon Suk Choo, Mina Farbood, and Daniel Forman. Employee benefits and executive compensation: Andrea Rattner. Tax: Martin Hamilton and Stuart Rosow. Litigation: associate Michael Richter. (All are in New York.) Bienenstock is a former Weil partner. In 2001 he represented a joint venture between Leucadia and Berkshire Hathaway that acquired Finova Group Inc., a distressed lender.
For target Jefferies Group Inc. (New York)
In-House: General counsel Michael Sharp and associate general counsel Roland Kelly.
Morgan, Lewis & Bockius: Corporate: R. Alec Dawson, Sheryl Orr, and Robert Robison. Securities: Stephen Farrell. Tax: Kenneth Kail. Finance: Richard Petretti. (All are in New York.) Lloyd Feller, senior securities counsel at Morgan Lewis, was Jefferies’s general counsel from 2002 to 2011, when he rejoined the firm.
For transaction committee of Jefferies board
Wachtell, Lipton, Rosen & Katz: Corporate: Edward Herlihy, David Shapiro, and associate Marshall Shaffer. Executive compensation and benefits: Jeannemarie O’Brien and associate Adam Kaminsky. Finance: associates Emily Johnson and Gregory Pessin. Tax: Joshua Holmes and Jodi Schwartz. (All are in New York.) —D.M.
Marcus is senior writer for TheDeal.com. Email: firstname.lastname@example.org.
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