Five Firms Advise $3.5 Billion Sale of W. Va. Coal Mines by Consol

Consol Energy said Monday it has reached an agreement to sell five of its coal mining operations in West Virginia to Murray Energy in a deal worth roughly $3.5 billion—a total that includes cash, assumed debt and future considerations.

Canonsburg, Pa.–based Consol, the country’s largest producer of coal extracted from underground mines, said the sale fits into its plan to focus more closely on its natural gas operations.

The mines in question, which produced 28.5 million tons of thermal coal last year, are spread across West Virginia and represent all of Consol’s longwall coal operations in the state. Murray will also acquire river and dock operations from Consol that include a fleet of 21 towboats and 600 barges used to transport coal and other commodities along the Ohio River.

Murray, based in Saint Clairsville, Ohio, has agreed to pay Consol $850 million in cash upfront for the mines and has pledged another $184 million in future payments. Murray has also agreed to assume $2.4 billion in Consol debt. The deal is expected to close by the end of the year, pending regulatory approval.

Kirkland & Ellis is representing Murray in connection with the acquisition. Corporate partner William Sorabella is leading the team, which also includes debt finance partner Ashley Gregory and capital markets partner Christian Nagler. Corporate associates Dylan Hanson and Adi Herman are also working on the matter. They are all in New York. Corporate partner Daniel Michaels is working on the deal from Washington.

Michael McKown is Murray’s general counsel.

Consol, meanwhile, is being advised by attorneys at Greenberg Traurig; Wachtell, Lipton, Rosen & Katz; West Virginia-based Steptoe & Johnson; and Buchanan Ingersoll & Rooney.

The Greenberg Traurig team serving as Consol’s lead counsel is led by corporate and securities shareholder David Gitlin and labor and employment shareholder Robert Goldich, both in Philadelphia. New York lawyers are financial restructuring shareholder Maria DiConza, and corporate and securities of counsel Ephraim Schmeidler. Lawyers in London, Houston, Washington, Tysons Corner and Boca Raton are corporate and securities shareholder Frank Adams, energy shareholder William Garner, and tax shareholders Robert Simon, Thomas West Jr.,Ian Herbert and Marvin Kirsner. Associates are Jillian Bunyan, Greg Cox, Avi Fox, Aileen Kim, Dewayne Nichols, Rebecca Rosenthal, Godric Shoesmith, Adam Silverman, Lewis Snyder, Paul Stephan, Nina Varughese and Nikki Wise.

The Wachtell team is led by corporate partner David Katz, with antitrust partner Joseph Larson, executive compensation and benefits partner Adam Shapiro, restructuring and finance partner Eric Rosof, tax partner Deborah Paul and associate Nathaniel Asker.

Buchanan Ingersoll is fielding a Pittsburgh-based team that includes corporate shareholders Lewis Davis Jr., Brian Novosel and Hannah Frank.

Consol’s chief legal officer is Stephen Johnson.

Steptoe & Johnson, an energy law firm that is a distinct entity from the international law firm of the same name that it spawned, was unable to provide names of the firm lawyers working on the transaction.

Seven Firms Converge on $11.2 Billion REIT Deal

American Realty Capital Properties had to wait more than seven months, but it finally reached a deal to create the country’s largest real estate investment trust in the net lease sector.

American Realty has agreed to acquire rival Cole Real Estate Investments in a cash and stock deal worth $11.2 billion, including assumed debt. The transaction calls for American Realty to pay Cole shareholders either 1.0929 of its own shares or $13.82 in cash for each Cole share. The stock offer valued each Cole share at $14.59—a 13.8 percent premium, based on both companies’ closing prices on Oct. 22, the day before the deal was announced.

American Realty offered Cole $5.7 billion in March as part of an unsolicited takeover bid worth a total of $9 billion, including debt. The offer was withdrawn the next month after Phoenix-based Cole rebuffed American Realty in favor of purchasing its own external manager, Cole Holdings Corporation, from founder and chairman Christopher Cole for roughly $127 million. Cole then moved ahead with a previously planned public offering in June.

American Realty has also been busy since withdrawing that initial bid for Cole, reaching an agreement to acquire rival REIT CapLease in a transaction worth $2.2 billion. And in July, American Realty agreed to buy related company American Realty Capital Trust IV (ARCT IV) for roughly $3.1 billion in cash and stock.

All the same, American Realty still wanted to strike a deal with Cole. With an agreement now in place, the two companies are set to form a REIT with an enterprise value of $21.5 billion and a combined portfolio that includes more than 3,700 properties—most of which are retail locations leased to more than 600 tenants, among them major companies such as Bed Bath & Beyond, FedEx and Walgreens. The deal is expected to close in the first half of 2014, pending the approval of regulators and both companies’ shareholders.

Proskauer Rose is advising American Realty. The team is led by partners Peter Fass and Steven Lichtenfeld, coheads of the firm’s real estate capital markets group, and M&A partner Daniel Ganitsky, all of whom are based in New York. Other New York lawyers are employee benefits partner Ira Bogner, finance partner Andrew Bettwy, tax partner Les Loffman, financial services group co-head Kathy Rocklen, litigation partner Sarah Gold, and tax special counsel Timothy Donovan. New York associates are Stephen Brecher, Rachel Hughes and William Fogleman, tax; Adela Cho, Alice Dullaghan and Martha Rose, corporate; Erin Durba, litigation; Michael Ellis, M&A; Andrea Hwang, finance; and Yelena Simonyuk, environmental. Proskauer lawyers working on the deal from Los Angeles are real estate partner D. Eric Remensperger, finance senior counsel Rajani Gupta, corporate associate Kathryn Sheets and real estate associate Kevin Wilkins.

American Realty’s general counsel is Jesse Galloway.

Orrick, Herrington & Sutcliffe is representing Barclays as a financial adviser to American Realty. Orrick corporate partners Karen Dempsey in San Francisco and Peter Rooney in New York are working on the matter along with managing associate Jonathan Solorzano, also in San Francisco.

ARCT IV’s support was required under the agreement and the company’s board has voted to approve the deal. Weil, Gotshal & Manges is representing ARCT IV with an all-New York team that includes M&A partners Michael Aiello and Matt Gilroy, as well as corporate associates Joanna Jia and Megan Pendleton.

Meanwhile, attorneys at Wachtell, Lipton, Rosen & Katz; Venable; and Morris, Manning & Martin are advising Cole on the transaction.

The Wachtell attorneys, all in New York, are led by real estate and REIT M&A partner Robin Panovka, corporate partner Ronald Chen and corporate associate Donald Casey. Corporate partner Trevor Norwitz, executive compensation and benefits partner Michael Segal, tax partner T. Eiko Stange, litigation partner William Savitt, antitrust partner Ilene Knable Gotts and litigation counsel Andrew Cheung are also advising. Other Wachtell associates working on the matter are D. Miishe Addy, executive compensation and benefits; Oliver Board, corporate; Caith Kushner, restructuring and finance; Michael Sabbah, tax; and Yuni Yan Sobel, antitrust; along with visiting attorney Joanne Ong.

Corporate partner James Hanks Jr. is leading the Venable team on the deal along with corporate associates Nicholas Collevecchio and Jeffrey Keehn. All are in Baltimore.

Morris Manning’s team is led by firm chairman John Morris and corporate partner Lauren Burnham Prevost, both of whom are based in Atlanta.

Kimberly Smith serves as Cole’s general counsel.

Fried, Frank, Harris, Shriver & Jacobson corporate partners Philip Richter and Abigail Bomba, along with litigation partner Peter Simmons, are representing Goldman Sachs in its role as financial adviser to Cole in its sale to American Realty. All are in New York.

Sullivan & Cromwell is advising Cole chairman Christopher Cole with a team led by corporate partners Alison Ressler in Los Angeles and Benjamin Weber in New York. Additional New York lawyers are compensation and benefits partner Matthew Friestedt, tax partner Andrew Mason, and compensation and benefits special counsel Henrik Patel. New York associates are Jeanette Braun, Guy Inbar, Georg Krause-Vilmar and Jane Wang. Working on the deal from Los Angeles are corporate special counsel Ann Chen and associate Gideon Rov.