The energy asset sale Houston lawyer Carlos Solé spent more than a year working on for BP was far from the typical deal.
Tesoro Corp. of San Antonio announced on Aug. 13 that its board approved agreements for the purchase of BP’s integrated refining and marketing business in Southern California for about $2.5 billion. The purchase price includes the value of assets and inventory.
“Typically you will have a refinery transaction. This is broader. You have underlying refinery assets being sold together with the variety of gasoline stations, which added a degree of complexity to it,” says Solé, a partner in DLA Piper.
The deal, which is expected to close before mid-2013, includes a refinery in Carson plus about 800 dealer-operated retail stations in Southern California, Nevada and Arizona. Tesoro also announced that the deal calls for it to acquire the ARCO brand in that region plus an integrated logistics system that Tesoro intends to offer to Tesoro Logistics LP within the first year of ownership.
Solé says U.K.-based BP, a longstanding DLA Piper client, “started indicating to the market” in February 2011 that it was interested in selling its Southern California operation. Solé says he started work on the deal about 14 months ago; he led the team negotiating the purchase and sale agreements.
“I worked on other deals during that time as well, other M&A deals, either in the upstream space, the power sector, but June and July, [BP] consumed all of my time,” Solé says, adding that the deal had an “extra layer” because BP wanted to retain its Northern California business and sell the Southern California part.
While it will be months before the deal closes, Solé says the majority of his work is complete. “Now it shifts over to the regulatory approval processes,” he says.
The DLA Piper team also includes partners Greg Dahlgren, Dennis Wieczorek, Caryn Englander, Paul Shadle and Jason Levin of Chicago; Matt Covington of San Francisco; and associates Jeremy Kennedy and Travis King of Houston.
On the BP in-house side, Jane Hammond, senior attorney, mergers and acquisitions, is working on the transaction.
Charles Parrish, executive vice president, general counsel and secretary of Tesoro, turned to a team from Pillsbury Winthrop Shaw Pittman led by San Francisco corporate and securities partner Bruce McDiarmid. Other team members include San Francisco finance partners James Robert, Michael Hindus and Robert Spjut and associates Brian Scaccia and Alicia McKnight; global sourcing partner Michael Murphy; executive compensation and benefits partner Christine Richardson; employment partner Paula Weber; and corporate and securities partner Patrick Devine. Pillsbury environment, land use and natural resources partners Jerry Ross of Houston, David Farabee of San Francisco and Michael Barr of Los Angeles, associate Julia Miller of Los Angeles and counsel Brad Raffle of Houston also are on the deal, as are real estate partners Glenn Snyder of San Francisco and Laura Hannusch of Houston, and intellectual property partner Richard Zaitlen of Los Angeles.
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