Deal Wrap, published periodically, is a compilation of some of the largest deals carried out in Texas.
Bracewell represents Blue Ridge Mountain Resources of Irving in its pending all-stock merger with Eclipse Resources Corp., which turned to Norton Rose Fulbright. Vinson & Elkins represents Houston-based EnCap Investments, which is Eclipse’s majority stockholder.
The combined company will have an enterprise value of about $1.4 billion and an equity value of about $908 million.
On Aug. 28, Eclipse, based in State College, Pennsylvania, and Blue Ridge announced the deal, which is expected to close during the fourth quarter of the year, subject to customary closing conditions and approval from the majority of holders of Blue Ridge common stock. When the deal closes, shareholders in Eclipse. which operates in the Marcellus and Utica shales, will own 57.5 percent of the combined company, and shareholders in Blue Ridge, an independent exploration and production company, will own the other 42.5 percent.
The Bracewell partners working on the merger for Blue Ridge include Charles Still Jr, Bruce Jocz, Carl von Merz, Rebecca Baker and Heather Brown, all of Houston; and Elizabeth McGinley, Michele Alexander and Daniel Hemli, all of New York.
The Norton Rose Fulbright team for Eclipse was led by Bryn Sappington, a corporate, M&A and Securities partner in Dallas, along with Dallas corporate, M&A and securities partner Paul Conneely. Also, tax partners Alexander Clark and Bill Bowers, both of Dallas, are assisting on the transaction.
The V&E lawyers for EnCap, all in Houston, are led by corporate partners Matt Strock and Steve Gill, with assistance from James Garrett. Others include executive compensation/benefits partner Stephen Jacobson and tax partner John Lynch.
Diamondback Energy Acquisition of Energen Corp.
Akin Gump Strauss Hauer & Feld represents Midland-based Diamondback Energy in its pending acquisition of Energen Corp., which turned to Wachtell, Lipton, Rosen Katz for the all-stock deal valued at about $9.2 billion.
Diamondback and Energen, based in Birmingham, Alabama, announced a definitive agreement Aug. 14. The $9.2 billion value of the deal includes $830 million of Energen net debt.
The transaction was unanimously approved by the board of directors of each company, and is expected to be completed by the end of the fourth quarter, subject to approval of shareholders from both companies, regulatory approvals and customary closing conditions.
Akin Gump corporate partner Seth Molay of Dallas led the team for Diamondback, a longtime client of Akin Gump. Recently, Molay and others from the firm represented Diamondback in the pending $1.2 billion acquisition of Midland Basin assets from Ajax Resources.
In addition to Molay, the Akin Gump corporate team advising Diamondback on the Energen deal includes New York partner Jeffrey Kochian and Dallas partner Matt Zmigrosky. Others are executive compensation and employee benefits partner Robin Schachter of Los Angeles, tax partner Ron Nardini of New York, environment and natural resources partner David Quigley of Washington, D.C., corporate partner Alan Laves of Dallas, oil and gas partner Michael Byrd of Houston, and labor and employment partner Lauren Leyden of New York.
The Wachtell team for Energen, all in New York, is led by corporate partners Andrew Brownstein and Mark Gordon, with assistance from antitrust partner Nelson Fitts, executive compensation and benefits partner Jeannemarie O’Brien, restructuring and finance partner Joshua Feltman and tax partner Jodi Schwartz.