UPDATE: 11/13/13, 10:38 a.m. EST. The names of the lawyers from Davis Polk advising Western Refining have been added to the ninth paragraph of this report.
Foreign buyers and private-equity firms continued to spur activity in the energy M&A sector over the past week, yielding roles for a half-dozen Am Law 100 and leading Canadian firms.
In a deal that Reuters reports marks the latest effort to capitalize on rising U.S. oil production, private-equity firms TPG Capital and Acon Investments announced Tuesday the $775 million sale of their 38.7 percent controlling stake in Northern Tier Energy to Western Refining, an El Paso–based energy company.
Keith Fullenweider, a Houston-based Vinson & Elkins M&A partner, is leading a team from the firm advising TPG and Acon on the sale of Northern Tier, which the private-equity firms formed in 2010 following their $900 million acquisition of Marathon Oil’s downstream assets. Vinson and Cleary Gottlieb Steen & Hamilton took the lead on that deal for TPG and Acon, according to our previous reports.
Vinson and Cleary also advised on a $325 million initial public offering for Northern Tier last year that generated $3 million in legal fees and expenses, according to an U.S. Securities and Exchange Commission filing made at the time by the Ridgefield, Conn.–based oil refiner and retailer, which owns a 17 percent stake in the Minnesota Pipeline. Peter Gelfman has served as Northern Tier’s general counsel since 2011.
Washington, D.C.–based Acon’s chief legal and compliance officer is Teresa Bernstein. Former Cravath, Swaine & Moore corporate partner Ronald Cami became TPG’s general counsel in 2010, while David Reintjes serves as the Fort Worth–based private-equity giant’s chief compliance officer and deputy general counsel. (Former Arnold & Porter partner David Bonderman, one of America’s richest people, cofounded TPG in 1992.)
Other Vinson lawyers advising TPG and Acon on the sale of Northern Tier, which operates the SuperAmerica gas station and convenience store chain, include M&A partner James Hanna, tax partner John Lynch, environmental partner Susan Snyder, employee benefits partner Brian Bloom, and associates John Bell, Christopher Colquitt, Lina Dimachkieh, Matthew Dobbins, Austin March, Julian Seiguer, Atman Shukla and Missy Spohn.
Davis Polk & Wardwell and Pillsbury Winthrop Shaw Pittman are advising Western Refining on the deal, which also will give the independent oil refiner control of a Northern Tier refinery in Minnesota near the Bakken shale formation. Western Refining’s general counsel is Lowry Barfield.
Pillsbury corporate and securities partner Patrick Devine in San Francisco is leading a team from the firm working on the transaction, which is being financed with $245 million in cash and senior debt.
Other Pillsbury lawyers working for Western Refining include energy industry cohead Robert James, franchise and distribution practice leader Bruce McDiarmid, Latin American practice coleader Eric Save, environmental partner Michael McDonough, executive compensation and employee benefits partner Scott Landau and tax partner Timothy Burns. (Pillsbury and its lawyers have enjoyed a long relationship with energy giant Chevron, which sold a pipeline system to Western Refining in 2003.)
Davis Polk M&A partner John Amorosi, credit partner Lawrence Wieman and capital markets partner Maurice Blanco also are advising Western Refining. The firm represented the underwriters on a $382.5 million IPO for Western Refining in January 2006, which an SEC filing at the time shows generated $620,000 in legal fees and expenses.
Andrews Kurth, which took the lead for Western Refining on that IPO, grabbed a key role last week on a separate energy-related deal.
G. Michael O’Leary, cochair of Andrews Kurth’s corporate and securities practice, and Locke Lord are advising Tulsa-based NGL Energy Partners on its $890 million cash acquisition of The Gavilon Group’s oil transportation and pipeline business.
Leading the Locke Lord team advising NGL are oil and gas partner Terry Radney, corporate and tax chair Mitch Tiras, employee benefits and executive compensation partner Edward Razim III, environmental partner Gerald Higdon, IP transactional practice head Brit Nelson, corporate partner Van Jolas, and associates Jeannie Diep, Laura Ferguson, Greg Heath, Anna Kuperstein, Ryan Morgan and Derek Speck.
Bill Laughlin, a former partner at Locke Lord predecessor firm Locke Liddell & Sapp, serves as general counsel for NGL Energy, which raised $74 million two years ago in an IPO. (The listing generated $1.1 million in legal fees and expenses for Akin Gump Strauss Hauer & Feld and Latham & Watkins, according to an SEC filing.)
For its part, Omaha-based Gavilon, which was owned by a private investment consortium after being spun off from ConAgra Foods in 2008, has turned to Omaha’s McGrath North Mullin & Kratz for local counsel and Jones Day for deal counsel on the sale of its energy unit.
Jones Day private equity partner Robert Kennedy and M&A of counsel Nicholas Rodriguez are leading the team from the firm advising Gavilon. Other Jones Day lawyers working on the transaction includes tax partner Edward Kennedy, banking and finance partner Charles Bensinger III, antitrust partners Bruce McDonald and Bevin Newman, employee benefits partner Charmaine Slack, government regulation partner Mary Beth Deemer and IP partner Warren Nachlis.
The Am Law Daily reported last year on Jones Day’s role representing Gavilon—then owned by private investment firms General Atlantic, Ospraie Management and Soros Fund Management—on its $5.6 billion sale to Japan’s Marubeni. Ultimately, the Japanese trading house agreed to pay $1 billion less for Gavilon after deciding to exclude its energy unit from the deal, which closed in July.
As a result, that unit will now be sold to NGL Energy in a transaction expected to close by December.
In a third notable energy deal announced within the last week, Calgary-based oil and gas producer Talisman Energy said Friday it had agreed to sell its Montney oil field assets in northeast British Colombia to Malaysian-owned Progress Energy Canada for $1.4 billion.
Activist investor Carl Icahn, who owns a nearly 7 percent stake in Talisman, has been pressuring the company to examine its strategic alternatives. Talisman agreed over the summer to put some of its Norwegian assets up for sale and named Henry Sykes—a former partner at Calgary-based Bennett Jones—to its board of directors.
Robert Rooney—a onetime cohead of the energy and natural resources practice at Bennett Jones and former member of the firm’s executive committee—serves as Talisman’s general counsel. Rooney is leading an in-house legal team on the deal with Progress Energy Canada that includes associate general counsel Jonathan Horlick, senior legal counsel Roni Haugen and Erin MacPherson, and legal counsel Sabeen Sheikh.
Osler, Hoskin & Harcourt energy transactional partner Robert Desbarats, corporate partner Janice Buckingham, and antitrust partner Peter Glossop are leading a team from the Toronto-based firm serving as outside counsel to Talisman on the sale of its Montney stake to Progress Energy Canada. Brian Levitt, a nonexecutive cochair of Oslers, was named to Talisman’s board earlier this year.
Meanwhile, Calgary-based Burnet, Duckworth & Palmer is taking the lead for Progress Energy Canada on its acquisition of the Talisman assets. Energy and commercial transactions partner Alicia Quesnel, oil and gas partner Stuart Money, employment partner Gina Ross, IP partner James Swanson, and associates Cassandra Calder, Heather DiGregorio, Justin Jensen, Alison Koper, Bryan Morin and Ashley Weldon make up the Burnet Duckworth team working on the matter.
Burnet Duckworth advised Calgary-based Progress Energy Canada last year on its $5.4 billion sale to Malaysia’s state-owned oil and gas company Petroliam Nasional Berhad, commonly known as Petronas. Canadian regulators initially blocked the deal in October 2012, according to affiliate publication The Asian Lawyer, before allowing it to proceed last December.
James Cummings serves as director of legal and corporate secretary for Progress Energy Canada. The company, which adopted its new name after Petronas took control, expects to close on its acquisition of Talisman assets in the first quarter of next year. Canadian regulators in Ottawa still must approve the deal under the country’s foreign takeover law.