A cross-border team at Norton Rose Fulbright represents Tesco Corp. in its pending acquisition by Nabors Industries in a stock-for-stock transaction valued at $220 million. Nabors, which has its corporate headquarters in Houston, turned to longtime outside counsel Milbank, Tweed, Hadley & McCloy, and, as Canadian counsel, Stikeman Elliott.
Nabors announced Aug. 14 that it reached a deal to acquire all issued and outstanding common stock of Tesco, which provides technology for upstream energy companies. Nabors owns and operates drilling rigs. Once the transaction closes, Tesco shareholders will own about 10 percent of the outstanding shares of Nabors.
Houston corporate, M&A and securities partner Brian Fenske and Calgary securities partner Jamie Gagner jointly lead the Norton Rose team for Tesco. Fenske said coordination was not an issue, despite teams in Houston and Calgary and two different time zones.
“I know Jamie Gagner, the leader of the Calgary team, really well. We’ve worked on other deals together. The benefit of the firm is we just don’t have lawyers in another country, we know each other,” Fenske said.
Fenske said Norton Rose Fulbright has done work for Tesco for about two years, and the company first approached the firm specifically because it has lawyers outside the United States. Tesco is based in Houston, but incorporated in Canada, and Fenske said using lawyers in Houston and Calgary makes sense.
He said the deal came together quickly because the companies had been talking for a long time.
The transaction has been approved by the boards of directors of both companies, and is subject to approval by Tesco security holders and customary closing and regulatory approvals. It also requires court approval in Canada, Fenske said, because Tesco is incorporated there. The deal is expected to close during the fourth quarter.
In Houston, the Norton Rose Fulbright deal team includes employee benefits senior counsel Ron Adzergy; tax partner Jack Allender; corporate, M&A and securities associate Mark Hamrick, senior associate Trevor Pinkerton, and foreign legal adviser Rishika Sengupta. The Calgary team includes partners Darren Heuppelsheuser, Rujuta Patel, Rashi Sengar and Kirsty Sklar and associate Felix Haspel.
Others include tax partner Michael Flemenbaum of New York; litigation partner Dan Wellington and associate Luke McFarland, both in Washington, D.C.; and Brussels partner Christian Filippitsch.
Julia Wright, vice president and general counsel of Nabors, leads the company’s deal team, with assistance from Joe Walker, assistant general counsel.
The Milbank team for Nabors, all in New York, is led by corporate partners Charles Conroy and Scott Golenbock with associates Kyle Smit and Hannah Hwang. Others are global capital markets partner Brett Nadritch; antitrust partner Fiona Schaeffer; executive compensation partner Mike Shah and associates Nicholas DeLuca and Kelly Bartley; and tax special counsel Max Goodman and associate Michael Goon.
Stikeman Elliott is Canadian counsel to Nabors. The team includes M&A partners Christopher Nixon and Ben Hudy, both of Calgary; competition and foreign investment partner Michael Kilby of Toronto; tax partner John Lorito and associate Lindsay Gwyer, both of Toronto, and associate Kevin Guenther of Calgary; and labor and employment associate Kristopher Noonan of Calgary.
Senior reporter Brenda Sapino Jeffreys covers the business of law in Texas. Contact her at firstname.lastname@example.org. On Twitter: @BrendaSJeffreys.