LINN Energy LLC Senior Vice President and General Counsel Charlene Ripley turned to lawyers from Latham & Watkins for the Houston company’s pending acquisition of Berry Petroleum Co. in a deal structured as a stock-for-stock merger and valued at $4.3 billion.
Denver-based Berry is using lawyers from Wachtell, Lipton, Rosen & Katz.
On Feb. 21, LINN, LinnCo — which was created to help LINN raise equity capital to make acquisitions — and Berry announced a definitive merger agreement calling for LINN and LinnCo to acquire all of Berry’s outstanding shares for $4.3 billion, including assumed debt.
Under the deal structure, Berry will merge with LinnCo and then LINN will acquire the Berry assets.
LINN, a master limited partnership, is an oil and gas development company, and Berry is an independent oil and natural gas production company.
The agreement was approved by boards of directors of LINN, LinnCo and Berry. The deal is expected to close by June 30, pending customary closing conditions, including Hart-Scott-Rodino Antitrust approval.
Prior to approving the definitive agreement, the boards of LINN and LinnCo each formed conflicts committees. Akin Gump Strauss Hauer & Feld represents the LINN conflicts committee, and Locke Lord represents the LinnCo conflicts committee.
Latham partners Michael Dillard and Sean Wheeler of Houston lead the team for LINN and LinnCo, with assistance from Houston associates Christopher Little, Jesse Myers, Enoch Varner, Jaime Petenko, Matthew Dominy and Michael Fisherman.
Other Latham lawyers on the deal are Houston partner Tim Fenn and Los Angeles partner Laurence Stein and associates Eric Matuszak and Lauren Murphey, and New York City associate Matthew Dewitz for tax advice; Houston partner Divakar Gupta and associates David Miller, Samuel Rettew and Matthew Rinegar, Washington, D.C. partners Alexander Cohen and Barton Clark and associate Ken Wang, and Chicago partner Roderick Branch for capital markets matters; Houston partner Joel Mack and San Diego associate Buck Endemann for environmental advice; Washington, D.C. partner David Della Rocca and associates Keely O’Malley and Adam Kestenbaum for employee benefits matters; Washington, D.C. partner Marc Williamson and counsel Sydney Smith for antitrust advice; Washington, D.C. partner David Hazelton and associate Dean Baxtresser for government contracts matters; and Houston partner Catherine Ozdogan and associate Annemarie Dunleavy for finance matters.
Corporate partners Daniel Neff and David Lam lead Wachtell’s team for Berry. Others, all of New York, including corporate associates Jenna Levine and Kevin Cooper; tax partner T. Eiko Stange and associate Michael Sabbah; executive compensation and benefits partner Adam Shapiro and associate Michael Schobel, and antitrust associate Franco Castelli.
Christine LaFollette, partner-in-charge for Akin Gump in Houston, leads the team advising the LINN conflicts committee, along with tax partner W. Thomas Weir of Houston.
The Locke Lord lawyers advising the LinnCo conflicts committee include corporate partner Don Glendenning, co-chair of the firm’s corporate and transactional department and managing partner of the Dallas office, and Dallas associates David Lange and Kevin Satter. Also, Dallas tax partners Chris Allison and Andrew Betaque and associate Danielle Olson assisted.