Vinson & Elkins represents QR Energy in the Houston company’s pending acquisition by Breitburn Energy Partners of Los Angeles, which turned to Latham & Watkins for the $3 billion deal.
Bracewell & Giuliani advised the conflicts committee of QR Energy’s board of directors, while Gibson Dunn & Crutcher represents UBS Investment Bank, which is the financial adviser to Breitburn.
On July 24, QR and Breitburn announced a definitive merger agreement calling for Breitburn to acquire WR in a unit-for-unit exchange. The $3 billion value includes QR’s existing net debt. Following the merger, Breitburn will become the largest oil-weighted upstream oil and gas master limited partnership, according to the press release announcing the deal.
The transaction has been approved unanimously by the board of directors of Breitburn and QR, as well as the QR board’s conflicts committee. The transaction is contingent on approval from QR Energy unit holders, certain regulatory approvals and customary closing conditions. It is expected to close in late 2014 or early 2015.
Following the merger, Breitburn will employ all of QR’s staff except for those retained by Quantum Resources Management.
The V&E team for QR was led by corporate partners Jeff Floyd and Jeff Malonson, both of Houston, with assistance from corporate partner Ramey Layne of Houston and associates Shaun Mathew of Austin; Atman Shukla, Matthew Wiener and Atma Kabad, all of Houston; and Benjamin Barron of Dallas. Others are tax partner Ryan Carney and asso­ciate James Melchers, both of Houston; benefits partner David D’Alessandro of Dallas and associates Jared Whalen of Houston and Missy Spohn of Dallas; litigation partner Michael Holmes of Dallas; environmental partner Larry Nettles, counsel Larry Pechacek and associate Matthew Dobbins, all of Houston; oil and gas partner Tres Cochran of Houston; and Washington, D.C.-based antitrust partner Billy Vigdor and associate Dennis Schmelzer.
Gregg Roden, senior vice president- legal at QR, is also working on the deal, along with James Baird, managing director and general counsel at Houston’s Quantum Energy Partners, which is related to Quantum Resources Management.
The Latham team for Breitburn is led by Houston partners Sean Wheeler and Michael Dillard and Los Angeles partner Steven Stokdyk, with help from asso­ciates Chris Little, Ryan Lynch and Jayne Wabeke, all of Houston. Also, partner David Taub of Los Angeles is advising on benefits and compensation matters; partner Joel Mack of Houston is handling environmental matters; partner Tim Fenn of Houston and Laurence Stein of Los Angeles are doing tax work; and partner Dennis Lamont of New York is working on financing matters.
Gregory Brown, executive vice president, general counsel and chief administrative officer at Breitburn, is working on the transaction, with assistance from Greg Kopel and Roberta Kass.
At Bracewell, partners Gary Orloff and R. Daniel Witschey and associate J. Clay Brett advised the QR conflicts committee.
The Gibson Dunn lawyers for UBS include corporate partner Eduardo Gallardo and associate Evan D’Amico.