More than 50 lawyers from five different law firms – including Bracewell, Haynes and Boone, Kirkland & Ellis and Latham & Watkins – are representing clients in the $3.8 million merger this week of Silver Run Acquisition II with Alta Mesa Holdings and Kingfisher Midstream.
Don’t forget the financial advisers, which include Barclays, Tudor, Pickering, Holt, Citigroup, Goldman Sachs, Morgan Stanley and JP Morgan.
The combined companies will become known as Alta Mesa Resources.
Silver Run is an oil and gas focused acquisition firm created by New York-based private equity firm Riverstone Holdings, which has $37 billion in energy assets worldwide. In March, Silver Run raised $1 billion in an IPO handled by Vinson & Elkins.
In this transaction, Riverstone General Counsel Stephen Coats turned to Latham & Watkins’ Houston partner Debbie Yee and Washington, DC. Partner Nick Luongo as its legal adviser. Bill Nelson, a partner in the Houston office of Haynes and Boone is representing Alta Mesa Holdings. Kingfisher and HPS Investment Partners has Bracewell’s Alan Rafte as its lead legal counsel.
Bayou City Energy General Counsel Darren Lindamood, who is a former lawyer at Norton Rose Fulbright, turned to Kirkland partner Bill Benitez and associate Cyril Jones – both based in Houston – as its legal advisers. Bayou City is a major investor in Alta Mesa Holdings. ARM Energy Holdings, which is the operator of Kingfisher’s assets and an equity owner of Kingfisher, hired Salt Lake City-based Durham, Jones & Pinegar as its outside lawyers.
Based in Houston, Texas, Alta Mesa is a leading pure-play exploration and production company focused on the prolific STACK play in the Anadarko Basin. With approximately 120,000 contiguous net acres and about 4,200 gross identified drilling locations, Alta Mesa is among the largest and most active operators in the STACK.
Kingfisher Midstream, a private midstream company formed by HPS Investment Partners and ARM, has Alta Mesa as its leading client.
Bayou City Energy Management is a Houston-based private equity firm founded in 2015 to focus on making investments in the North American upstream oil and gas sector.
For Silver Run, the Houston-based Latham lawyers who worked on the transaction include: Luongo; Yee; corporate associate Chad MacDonald and tax associate Jim Cole. Latham represented Silver Run in its 2016 purchase of Centennial Resources. The firm has advised Riverstone in several major transactions. Riverstone GC Coats worked with several Latham partners, including Robin Fredrickson and Jeff Munoz, while they were all partners at V&E. Yee has been involved in some of the biggest energy M&A transactions of the past few years, including Energy Transfer Partners’ $18 billion acquisition of Regency Partners.
HayBoo’s Nelson has represented Alta Mesa in various matters for more than a decade. In 2016, HayBoo represented Alta Mesa in a joint development agreement with Bayou City Energy to drill and develop wells in the STACK play in central Oklahoma. In 2014, the firm advised Alta Mesa in a $350 million recapitalization with an investment from Highbridge Principal Strategies.
Nelson recently led a team of HayBoo lawyers representing KMG Chemicals in its $495 million acquisition of Flowchem. Other HayBoo partners representing Alta Mesa on this deal are Kristina Trauger, Vicki Odette, Sam Lichtman, Buddy Clark, Jesse Gelsomini and Kraig Grahmann. Counsel John Menke and associates Kristin Santamaria, Nick Rice, Don Shiman and Simin Sun are also involved.
Bracewell partner Alan Rafte of Houston is lead legal counsel for Kingfisher and HPS. Rafte is currently representing Apache Corp. in its $713 million sale of Canadian assets.
Other Bracewell partners advising Kingfisher and HPS are Hans P. Dyke, Jason M. Jean, Bruce R. Jocz, L. McGinley, Troy L. Harder, Rebecca L. Baker, Daniel E. Hemli, Kevin A. Ewing, D. Kirk Morgan II and Heather Palmer. Senior Counsel Vivian Y. Ouyang and associates W. Jared Berg, Kenni E. Callahan, Charlotte Keenan and Kathy Witty Medford are also involved.
Bayou City Energy has used Kirkland and Bill Benitez as legal counsel on several previous matters, including the sale of assets earlier this year to High Mesa, which is a limited partner of Alta Mesa. In 2016, Benitez represented the private equity firm Blackstone in the formation of two oil and gas companies, Fort Worth-based Jetta Permian and Dallas-based Guidon Energy.
Other Houston-based Kirkland lawyers on the Bayou City team include associates Jesse Wallin, Jeannie Poland, Timothy Vaughan and Michael Fisherman. Tax partner Mark Dundon, tax associate Joe Tobias and debt finance partner Andy Veit also worked on the transaction.