Vinson & Elkins counsel Kathryn Wilson of Houston helped the Canada Pension Plan Investment Board (CPPIB) negotiate an agreement to buy $300 million of common stock in the fast-growing Houston energy company Halcon Resources Corp.
That stock purchase deal is largely done, except for closing, but it’s contingent on Halcon completing a pending $1.45 billion acquisition of oil and gas assets in the Williston Basin, located primarily in North Dakota. On Oct. 22, Halcon announced a definitive agreement to buy the assets from Petro-Hunt of Dallas and an affiliated entity. The $1.45 billion consists of $700 million in cash and $750 million in equity.
Wilson, who does oil and gas capital markets work, says the project was her first for CPPIB, but V&E represents underwriters for Halcon and the firm has worked on three or four public and private offerings for Halcon this year.
“I was very familiar with the company, but my expertise is in the oil and gas capital markets side,” she says.
Wilson says she started work on the CPPIB transaction in late September and it moved along quickly. “It was a pretty significant commitment just because Halcon had this giant transaction going on at the same time, so we had to get up to speed,” she says.
V&E partner Keith Fullenweider, who worked with Wilson on the deal, says Halcon is selling common stock to CPPIB to help raise equity for the Petro-Hunt transaction. He says it’s not unusual to have a stock purchase contingent on the closing of another deal.
The $1.45 billion acquisition will have an effective date of June 1 and is expected to close by December.
In addition to Wilson and Fullenweider, other V&E lawyers from Houston representing CPPIB on the stock purchase are associates James Brown, John Grand and Jenarae Garland.
Thompson & Knight represents Halcon, and Fulbright & Jaworski is outside counsel for Petro-Hunt.
The Thompson & Knight team representing Halcon includes Houston corporate securities partners William Heller and Harry Beaudry, oil and gas partner Hunter White and tax partner Roger Aksamit. Finance partner Andrew Flint of Houston, counsel Brian Minyard of Dallas and partner Robert Saunders of New York worked on the bridge commitment, borrowing base adjustment and related financing matters. Others are Houston oil and gas associate Lucas LaVoy and corporate securities associate Kristen Ford.
John Broomes of Wichita, Kan., a member of Hinkle Law Firm, also represents Halcon in the transaction.
At Halcon, David Elkouri, executive vice president and general counsel, is working on the deal, along with in-house lawyers Jason Payne and Kason Kerr.
The Fulbright team for Petro-Hawk includes corporate partner Glen Hettinger of Dallas and Houston energy partner Deborah Gitomer and tax partners Jack Allender and Robert Phillpott.
— BRENDA SAPINO JEFFREYS