Three billion-dollar-plus deals were announced this week and lawyers at four out-of-state law firms with offices in Houston and Dallas helped paper them up.
Cleveland-based Jones Day said Wednesday that its Dallas office helped lead the team on counseling BBA Aviation plc on its $1.365 billion sale of its Ontic business to private equity firm CVC Capital Partners.
The team includes partners Robert Cardone and Scott Cohen in Dallas along with attorneys in the firm’s London and New York offices. Attorneys at Freshfields in New York and London represented CVC.
San Francisco-based Orrick also announced that it advised France-based Veolia on the sale of its U.S. district energy assets to private equity firm Antin Infrastructure Partners for $1.25 billion.
The team was New York-based but included Houston partner Joe Roger and associates Adam Kowis, Joe Lawlor, Jessica Sewell and Ayla Vilander. White & Case represented Antin with attorneys out of its New York office.
The Houston office of New York-based Shearman & Sterling worked on the third deal, counseling Colombia’s Ecopetrol on a $1.5 billion joint venture with Occidental Petroleum to develop Oxy properties in Texas’ Midland Basin.
That team included Houston partners Hugh Tucker, Manuel Orillac, Jeremy Kennedy and Todd Lowther (on tax). Ecopetrol’s in-house counsel on the deal is based in Bogotá.
Occidental’s in-house counsel included general counsel Marcia Backus, a former partner at Vinson & Elkins, along with assistant general counsel Brad Pollack and attorney Tessa Cabello.
Oxy’s outside counsel was Houston partner Mike Darden at Los Angeles-based Gibson Dunn. Other Texas lawyers on the team were partner Gerry Spedale, Houston associates Jasper Mason, Melissa Pick, James Robertson and Jordan Silverman and Houston partner Shalla Prichard on financing.
Financial advisors on the Oxy-Ecopetrol venture were Credit Suisse for Ecopetrol, including Tim Perry in Dallas and Mark Paull in Houston; and Tudor, Pickering, Holt for Oxy, including Travis Nichols and Eric Marshall.
Petrie Partners provided Ecopetrol’s board with a fairness opinion on the transaction (Tom Petrie, Mark Carmain and Andy Rapp) and DeGolyer & MacNaughton offered technical advice.
The in-house Oxy financial team included development chief Oscar Brown along with Michael Ure, Kevin McColloch, Tyler Sooby, Aaron Edwards and Quan Ma.
Jones Day’s Cohen said in an email that BBA Aviation is an existing Jones Day client – Michael McGuinness in New York is its relationship partner – and the work on the deal was collaborative – “everyone touched everything,” he said.
The transaction was accomplished about 92 hours after CVC preempted Ontic’s auction process at 7:30 a.m. on Friday, Cohen added. “It was a pretty impressive effort on all sides,” he said.
Orrick’s Roger said in an email that the firm has a long-standing relationship with Veolia and this particular deal team has represented Veolia on three other recent U.S. transactions.
Shearman’s Tucker said in a phone interview that the firm has represented Ecopetrol for years, and when it was looking at onshore opportunities in the U.S., “They called us.”
BBA Aviation’s Ontic unit is a top provider of original equipment manufacturer-licensed parts for aerospace. It generated 15% of BBA Aviation’s operating profit last year and sales of $216 million with major customers including Boeing, Airbus and British Airways.
BBA Aviation bought Ontic in 2006 for $67 million and has expanded it by acquiring licenses and through organic and inorganic growth, including its acquisition last year of Firstmark Corp. from Riverside-backed H-D Advanced Manufacturing Co. for $97 million (Jones Day counseled Riverside and H-D on that deal).
Ontic now supports more than 39,000 aircraft through 165 licenses for 7,000 parts and 1,200 customers worldwide, the company said.
The Ontic sale to CVC has to clear regulators and BBA Aviation’s lenders, pension trustee and shareholders but is expected to close in the fourth quarter.
BBA Aviation said the transaction multiple is meaningfully above its own trading multiple of 11.4 times this year’s underlying EBITDA and should result in a $750 million to $850 million capital return to shareholders. BBA Aviation also is selling its engine repair and overhaul unit.
The assets Veolia is selling to Antin include steam, hot and chilled water and electricity production plants and 13 networks in 10 U.S. cities. The transaction has to clear regulators and is expected to close in the fourth quarter.
Occidental’s joint venture with Ecopetrol covers its properties’ undeveloped potential in the Midland basin, with Ecopetrol purchasing a 49% interest in Oxy’s current acreage position for $750 million in cash plus $750 million of carried capital.
Oxy is keeping all existing production and will operate future development on behalf of the partnership. The deal has to clear U.S. regulators but is expected to close by year-end.
The venture is seen as a way for Occidental to develop the Midland properties with Ecopetrol’s money while Ecopetrol gains knowledge of a North American shale basin that it can apply to its assets in Colombia.
Bringing in cash now is especially important to Occidental, as it’s taking on a lot of expensive debt to acquire Anadarko Petroleum, whose shareholders are expected to vote on the deal Aug. 8.