Osprey Energy Acquisition Corp., an energy-focused special purpose acquisition company (SPAC), announced June 4 that it plans to acquire the assets of Royal Resources, which is owned by funds managed by Blackstone Energy Partners and Blackstone Capital Partners. The assets are Blackstone’s mineral interests in the Eagle Ford Shale.
Wachtell represents Osprey on the acquisition, and Paul Hastings and Ledgewood are oil and gas counsel to Osprey. Kirkland advised Royal Resources, the Blackstone company.
After the deal closes, Osprey, which went public in July 2017, will be renamed Falcon Minerals Corp., and it will have a total enterprise value of about $894 million. The transaction was unanimously approved by the Osprey board of directors and is subject to approval from Osprey shareholders and other customary closing conditions.
Jimmy Vallee, a partner at Paul Hastings in Houston, said SPACs have acquired oil and gas assets before, but it is the first time a SPAC will buy mineral interests. He said he’s represented the executives who are Osprey’s management team since about 2006 in various transactions. As special oil and gas counsel in the SPAC transaction, he said the firm did the title diligence on the assets.
In addition to Vallee, the Paul Hastings team includes partners Lindsay Sparks and Greg Nelson, both of Houston.
Ledgewood, a Philadelphia firm, did not immediately provide its deal team.
The Wachtell team for Osprey, all in New York, is led by corporate partner David Lam and includes executive compensation and benefits partner David Kahan, restructuring and finance partners Gregory Pessin and Michael Benn and tax partner Joshua Holmes.
The Kirkland lawyers for Royal Resources include corporate partners Rhett Van Syoc of Houston and Claire James of New York; capital markets partners Matt Pacey and Michael Rigdon, both of Houston; debt finance partner Andy Veit of Houston, and tax partner Mark Dundon of Houston.
Deals, Deals, Deals
Thompson & Knight represented Brazos Midstream Holdings in the $1.75 billion sale of its Delaware Basin subsidiaries to a subsidiary of North Haven Infrastructure Partners (NHIP), which turned to Latham & Watkins. Weil, Gotshal & Manges represented Old Ironsides Energy, which is the financial sponsor for Brazos.
On May 29, Brazos, based in Fort Worth, and Boston-based Old Ironsides announced the completion of its sale. Brazos is now a portfolio company of NHIP, which is an investment fund managed by Morgan Stanley Infrastructure.
The Thompson & Knight team for Brazos is led by partners Wesley Williams and J. Dean Hinderliter, both of Dallas, and Cole Bredthauer of Fort Worth.
The Latham team for NHIP is led by Houston corporate partner Jeff Munoz. Other partners are Andrea Ramezan-Jackson of Washington, D.C. for tax work; Adam Kestenbaum of Washington, D.C., for employee benefits matters; and Catherine Ozdogan of Houston on finance matters.
At Weil, corporate partner Rodney Moore of Dallas leads the team for Old Ironsides, with assistance from banking and finance partner Courtney Marcus of Dallas and tax partner Jonathan Macke of Dallas.
Weil, Gotshal & Manges represents Kinder Morgan of Houston in the pending sale of the Trans Mountain Pipeline system and an expansion project to the Canadian government for $4.5 billion in Canadian dollars. Another U.S. firm, Sidley Austin, was U.S. counsel to the Canada Development Investment Corp.
Kinder Morgan announced on May 29 it would sell the Trans Mountain Pipeline system and a related expansion project to Canada and also agreed to work with the Canadian government to seek a third-party buyer through July 22.
The Weil team for Kinder Morgan is led by corporate partner Michael Aiello of New York. Others are regulatory partner Ted Posner of Washington, D.C., public company advisory group partner Ade Heyliger of Washington, D.C., executive compensation and benefits partner Paul Wessel of New York and tax partner Marc Silberberg of New York.
At Sidley, the team for Canada is led by energy partner David Asmus of Houston. Others are energy partner Jim Rice of Houston; international trade partner Jim Mendenhall of Washington, D.C.; antitrust/competition partner Karen Kazmerzak of Washington, D.C.; tax partner Laura Barzilai of New York; and employee benefits partner Mary Niehaus of Chicago.
Latham & Watkins represents Global Infrastructure Partners in its pending $3.1 billion purchase of Texas-based EnLink Midstream Partners and EnLink Midstream from Devon Energy. Oklahoma-based Devon turned to Vinson & Elkins.
Devon Announced on June 6 that it entered into a definitive agreement to sell its aggregate ownership interests in the EnLink companies to Global Infrastructure, an independent infrastructure fund manager.
The transaction is subject to customary closing conditions and is expected to close in July.
V&E partner Ramey Layne of Houston leads the corporate deal team for Devon. Others include tax partners Ryan Carney of Houston and James Meyer of Dallas; antitrust partner Neil Imus of Washington, D.C.; executive compensation/benefits partner David D’Alessandro of Dallas; and finance partner Brett Santoli of New York,
The Latham team for Global Infrastructure is led by a corporate team including New York partners Charles Carpenter and Ted Sonnenschein. Others include finance partner Jonathan Rod of New York; tax partner Tim Fenn of Houston; oil and gas partner Robin Fredrickson of Houston; regulatory partners Eugene Elrod and Patrick Nevins, both of Washington, D.C.; environmental partner Joel Mack of Houston; benefits and compensation partner Adam Kestenbaum of Washington, D.C.; and antitrust partner Mandy Reeves of Washington, D.C.