Jones Day’s Sprint to Close Weir – Seaboard Deal

by Mark Curriden, Senior Legal Affairs Writer 

DECEMBER 19 — Just three weeks. That’s how long it took Dallas M&A lawyer Troy B. Lewis and his team at Jones Day to close The Weir Group’s $675 million acquisition of Houston-based Seaboard Holdings, an independent wellhead solutions provider focused on the growing North American unconventional oil and gas drilling and production markets.

The Weir Group, which is based in the United Kingdom, reached the all cash deal with Seaboard the evening of November 22 and officially announced it the next morning.

“From the first call I received on the matter in late October until the closing (Wednesday), this transaction moved with remarkable speed,” said Lewis, a 1987 graduate of the University of Texas Law School.

“The deal signed on the Tuesday before the long Thanksgiving weekend,” he said. “We all left the office that Tuesday thinking that the sprint was over and that we could slow down the pace a bit between signing and closing.”

The Federal Trade Commission had different plans. The FTC granted Weir Group’s request for early termination of the waiting period under applicable antitrust laws immediately following the Thanksgiving break.

“With that hurdle cleared, there was another sprint to get to a closing,” said Lewis.

Jones Day has represented The Weir Group in transactional matters for more than a decade.

Lewis first represented Weir Group in 2007 in connection with its $635 million purchase of Ft. Worth-based SPM Flow Control, Inc., a leading manufacturer of high-pressure well service pumps and related flow control equipment. In 2008, Lewis represented Weir Group in its $40 million acquisition of Odessa-based Mesa Manufacturing, Inc., a specialist manufacturer of cementing pumps and other products for the oil and gas drilling and well service industries. Weir SPM, Weir Mesa and now Weir Seaboard are part of the Weir Oil & Gas division, which has its head office in Ft. Worth.

And Lewis represented Weir Group in its purchase of American Hydro Corporation, a Pennsylvania-based manufacturer of high-efficiency turbine components for hydro-electric power generation.

Other Texas lawyers who worked on the Weir group transaction for Jones Day included Rob Schroeder (Dallas – M&A), Brad Levy (Dallas – M&A), Alex Hanson (Dallas – M&A). Todd Wallace (Dallas – Tax), Karen Currie (Dallas – Tax), Catherine Weir (Dallas – Real Estate), and Gary Short (Dallas – Employee Benefits & Executive Compensation).

Weir’s financial advisors were Bank of America Merrill Lynch.

Kirkland & Ellis represented Seaboard Holdings. Harris Williams and Co. and Simmons Co. International served as financial advisors.

Mark Curriden is senior legal affairs writer for TexasLawbook.net and is Writer in Residence at SMU Dedman School of Law.