© 2014 The Texas Lawbook.
By Natalie Posgate – (August 7) – It’s been a busy week for transactional lawyers at Baker Botts. The firm represented Transocean Partners LLC in its $443 million initial public offering; LINN Energy, LLC in its $340 million acquisition of Hugotin Basin assets from Pioneer Natural Resources; and the underwriters in VTTI Energy Partners LP’s $423 million IPO. The value of the three deals totaled to $1.2 billion.
Houston partners Gene Oshman, Josh Davidson and A.J. Eriksen led the $443 million IPO for Transocean Partners LLC, which is a Marshall Islands limited liability company formed by Transocean Ltd. The corporate team also included Houston associates Jonathan Bobinger, Nathan Tanner and Daniel Gottschalk.
More attorneys from Baker Botts’ Houston office were involved in the deal for other aspects of the law. Partner Derek Green and associate Jon Lobb handled the tax matters and partner Gail Stewart and special counsel Chris Pratt took care of employee benefits. Dallas partner Luke Weedon advised on finance matters associated with the transaction.
Transocean issued 20 million common units priced at $22 each.
Baker Botts has handled several high-dollar matters for Transocean, including the $58 billion merger combination with Global SantaFe, which is the largest oilfield services transaction in history. The firm also advised on Transocean’s $9 billion acquisition of R&B Falcon, $6.6 billion convertible bond offering (the largest in history) and many other transactions.
Oshman and Ericksen were part of the team that worked on the Global SantaFe merger and the convertible bond offering. They also advised Transocean in its domestication of the Cayman Islands to Switzerland. In addition, Oshman has represented the company on a $1.1 billion sale of drilling rigs to Shelf Driling, as well as a $15 billion bridge loan, among other transactions.
Washington, D.C. partner Catherine Gallagher and New York partner Adorys Velazquez of Vinson & Elkins served as underwriters counsel for the joint book-running managers in the offering, which included Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.
In the $340 million deal with Pioneer, Houston tax partner James Chenoweth led the Baker Botts team on its representation of LINN. The tax team also included Dallas partner Matt Larsen and Dallas and Houston associates Tara Lancaster and Zack Pullin. Lawyers from the firm’s Washington, D.C. office led the antitrust matters of the deal.
LINN in-house counsel Richard Frazier was also heavily involved in the transaction, which is expected to close in the third quarter.
Baker Botts serves at LINN’s primary outside counsel for deals. In June, the firm represented LINN when it agreed to purchase $2.3 billion worth of drilling assets from Devon Energy in the Rockies, Mid-Continent, East Texas, North Louisiana and South Texas regions. Chenoweth was also a lead lawyer in that transaction. Baker Botts has also represented LINN in acquisitions involving the Jonah Field and Permian Basin, and advised LINNCo’s $1.1 billion IPO in 2012.
Bracewell represented Pioneer in the deal, with Houston partner Alan Rafte as the lead attorney. Others involved from the firm include Houston partners Amy Karff Halevy, Bruce Jocz and Heather Palmer; associate Chris Miller; and attorneys from the firm’s New York office.
In the VTTI Energy Partners IPO, Dallas corporate partner Doug Rayburn led the Baker Botts team in its representation of the underwriters in the transaction. He received assistance on the corporate end from Dallas associates Preston Bernhisel, Krysta Edwards and Cole Davis. Dallas partner Steve Marcus handled the tax aspect of the deal, and Houston partner Scott Janoe and associate Catherine Yang handled the environmental matters.
Underwriters included Citigroup; J.P. Morgan; Wells Fargo; Merrill Lynch; Pierce, Fenner & Smith Incorporated; Credit Suisse Securities (USA) LLC; and Deutsche Bank Securities Inc.
The underwriting syndicate also included Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.; Mitsubishi UFJ Securities (USA), Inc.; BNP Paribas Securities Corp.; HSBC Securities (USA) Inc.; SG Americas Securities, LLC; SMBC Nikko Securities America, Inc.; Credit Agricole Securities (USA) Inc.; and ING Financial Markets LLC.
Latham & Watkins represented VTTI, a London-based independent storage business that was established in April and has one of its terminals in Florida.
VTTI offered 20 million common units at $21 each.
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