Bracewell and Andrews Kurth Lead Apache’s $2.85 billion Purchase of Cordillera

by Janet Elliott, Contributing Writer

Two Houston law firms represent the buyer and seller in Apache Corporation’s $2.85 billion acquisition of privately held Cordillera Energy Partners III, LLC., which was announced today.

Bracewell & Guiliani serves as Apache’s legal advisors on the transaction, while Andrews Kurth represents Cordillera.

The acquisition will add estimated proved reserves of 71.5 million barrels of oil equivalent, and more than double Apache’s holdings in Andarko Basin plays in western Oklahoma and the Texas Panhandle. The Houston-based company said it will use horizontal drilling and expects to triple the pace of activity in the combined Apache and Cordillera acreage.

The sellers, including EnCap Investments, other institutional investors and Cordillera management will receive approximately $600 million in Apache common stock, with the balance paid in cash to be funded with debt. The acquisition is subject to regulatory approval and is expected to close in the second quarter.

Bracewell & Guiliani’s team was led by Alan Rafte, chair of the firm’s Business and Regulatory Section. He was joined by Houston partners Bryan Loocke, Greg Bopp, John Brantley, Stephen Crain, Troy Harder, and Bruce Jocz. Dan Hemli, a partner in the New York office and Tim Wilkins, a partner in the Austin office assisted, along with Jackie Java, counsel in the Washington D.C. office, and Houston associates Stephen Boone and Keith Cooper.

Andrews Kurth’s team was led by Mike O’Leary, co-chair of the Corporate/Securities practice. He was assisted by Houston tax partners Allison Mantor, Lee McMurtry, Chris Fenelon and Tom Ford, chair of the Tax Section; business transactions partner Hal Haltom; and corporate/securities associates Ashley Burns and Cindy Lin. Dallas antitrust partner Kay Lynn Brumbaugh also was involved.

Loocke said the transaction was marked by personal relationships among some of the key players. George Solich, Cordillera’s president and chief executive office, is “ex-Apache,” Loocke said.

“There was an interesting dynamic with that,” he said. “It was a very fun deal to work on.”