Vinson & Elkins and Paul, Weiss, Rifkind, Wharton & Garrison are representing Houston-based Talos Energy LLC in its planned acquisition of Stone Energy Corp. in a deal that involves an all-stock combination valued at $1.9 billion.
Stone, based in Lafayette, Louisiana, turned to Akin Gump Strauss Hauer & Feld.
On Nov. 21, Talos and Stone announced that their boards of directors unanimously approved the merger that will link the offshore exploration and production companies. Terms of the transaction call for each outstanding share of Stone common stock to be exchanged for one share of Talos common stock, and current Talos shareholders will be issued about 34.2 million common shares, giving them a 63 percent stake in the company at closing. Based on Stone’s stock price, the new company, to be known as Talos Energy Inc., will be valued at about $1.9 billion.
The combined company will be headquartered in Houston. Both companies have operations in the Gulf of Mexico.
The transaction is subject to approval from Stone shareholders, consent from the majority of Stone unaffiliated note holders, certain regulatory approvals and other customary closing conditions. The transaction is expected to close late in the first quarter of 2018 or early in the second quarter.
The V&E team for Talos is led by corporate partners Stephen Gill and Lande Spottswood, both of Houston, and Dan Komarek of New York, with assistance from associates Connor Long of Houston, and Bobak Fatemizadeh, Jeff Shah and Julia Tong, all of New York. Others, for tax and executive compensation/benefits issues, include partners David Peck and Wendy Salinas, both of Dallas, and Stephen Jacobson and Jason McIntosh, both of Houston; counsel Katherine Mull of Dallas, and associates Curt Wimberly of Houston and Gina Hancock of Dallas. The team also includes regulatory counsel Damien Lyster of Washington, D.C.; energy transactions/projects partner Boyd Carano and senior associate Alan Alexander, both of Houston; environmental senior associate Brandon Tuck of Houston; finance partner Brian Moss and senior associate Guy Gribov, both of Houston; and antitrust partner Neil Imus of Washington, D.C.
The Paul Weiss team advising Talos, all in New York, includes partners Greg Ezring, Tracey Zaccone and Brad Okun; counsel Austin Witt; and associates Brendan Christian and Brian Grieve.
At Akin Gump, oil and gas partner John Goodgame and senior counsel Rebecca Tyler, both of Houston, lead the deal team for Stone. They are assisted by tax partner Alison Chen and oil and gas partner David Sweeney, both of Houston; financial restructuring partner Michael Stamer and finance partner Jaisohn Im, both of New York; environment and natural resources partner David Quigley, litigation partner Paul Butler and antitrust partner Paul Hewitt, all of Washington, D.C.; and executive compensation/employee benefits partner Robin Schachter of Houston. Others are environment and natural resources senior counsel Andrew Oelz of Los Angeles; executive compensation/employee benefits senior counsel Aimee Adler of New York; labor and employment senior counsel Brian Patterson of Houston and Dallas; oil and gas associates Mary Lovely, Michelle Moreland, Leana Garipova, John McEntire, Allyson Li and Niki Roberts, all of Houston; labor and employment associate Scott Friedman of Houston; oil and gas senior practice attorney Shane Sullivan of Houston; and antitrust senior practice attorney Stacy Kobrick of Washington, D.C.