Baker Botts represents TPC Group Inc. of Houston in its pending acquisition by First Reserve Corp. and SK Capital Partners for about $850 million including debt.
Simpson Thacher & Bartlett represents the venture capital companies in the transaction that will take TPC Group private.
On Aug. 27, TPC announced it had entered into a definitive merger agreement with investment funds sponsored by First Reserve, which is an investment firm in the energy industry, and SK Capital, an investment firm targeting chemicals. The agreement calls for TPC Group shareholders to receive $40 per share in cash for each share of common stock they own.
TPC Group’s board of directors has approved the agreement. It is expected to close during the fourth quarter of 2012, pending approval from stockholders, antitrust clearances and other customary closing conditions.
Rishi Varma, vice president and general counsel of TPC, turned to a large group from Baker Botts.
The Baker Botts team, all of Houston, includes corporate partners Breen Haire and Steve Massad, senior associate Jason Rocha and associate Carina Sahni; employee benefits and executive compensation partner Gail Stewart and special counsel Chris Pratt. Others on the team are tax partner Michael Bresson of Washington, D.C., and associate Jon Lobb of Houston; antitrust partner Paul Cuomo of D.C. and associate Charles Malaise of Dallas; finance partners Herschel Hamner of Houston and Luke Weedon of Dallas, associates Andrew Thomison and Rachael Lichman of Houston; and litigation partners David Sterling and Danny David of Houston; environmental special counsel Whitney Swift of Austin; real estate senior associate Kimberly Schlanger of Houston; intellectual property senior associate Robinson Vu of Houston; FCPA partners Paul Luther and Ama Adams of D.C.; and energy regulatory partner Jim Barkley of Houston. In London, antitrust partner Paul Lugard also is involved.
The Simpson Thacher lawyers for First Reserve and SK Capital, all in New York City, include mergers-and-acquisitions partner Bill Curbow and associates Sebastian Tiller, Chi Pan and Lindsay Thomas; credit partner Alden Millard and associates Dan Kay and John Freese; capital markets partner Ed Tolley and associate David Azarkh; tax partner John Creed and associate Seojung Park; executive compensation and employee benefits counsel Aimee Adler and associate Jennifer McGroarty; intellectual property partner Lori Lesser and associates Mindy Lok and Erin Lein; real estate counsel Krista McManus; environmental senior counsel Michael Isby and associate Tim Mulvihill; and antitrust senior counsel Michael Naughton and associate Ellen Frye. In London, antitrust partner David Vann and associate Jane Lee also are working on the deal.
Lawyers from Skadden, Arps, Slate, Meagher & Flom advised the special committee of the TPC Group board of directors, including M&A partner Frank Bayouth of Houston and corporate finance partner Richard Aftanas of New York and corporate associates Nicholas Slavin and Frederick Day of Houston.