© 2017 The Texas Lawbook.
By Natalie Posgate
(Jan. 3) – Downstream energy company Delek US Holdings said Tuesday that it will beef up its presence in the Permian Basin by combining with Dallas-based Alon USA Energy, an independent refiner and marketer of petroleum products that owns a refinery in the Big Spring area of West Texas.
Under the terms of the deal, Tennessee-based Delek will purchase all outstanding shares of Alon’s common stock. The $675 million price tag includes a $464 million equity value of the remaining shares, plus an assumption of $152 million of net debt and $59 million of the market value for the non-controlling interest in Alon USA Partners, LP.
The companies turned to three firms in Texas – Norton Rose Fulbright, Vinson & Elkins and Gibson, Dunn & Crutcher – to handle the negotiations of the transaction.
Alon General Counsel James Ranspot turned to Houston corporate partner Gillian Hobson of V&E to handle its end of the deal. Hobson received assistance on the corporate M&A end from Houston associates Scott Rubinsky, Atma Kabad, Jane Ehinmoro and Natalie Steen.
V&E attorneys advising on executive compensation/benefits, labor & employment, real estate, litigation, intellectual property tax and environmental matters included Dallas partners Shane Tucker and Jim Meyer and associates Steve Oyler, Will Russ and Brian Russell; Houston partners Sean Becker, Devika Kornbacher and Ryan Carney, counsel Larry Pechacek and associate Brandon Tuck; and attorneys from the firm’s Washington, D.C. office.
A group of Dallas lawyers from Gibson Dunn advised the special committee of Alon’s board of directors, which approved the transaction. Corporate partner Jay Tabor led the Gibson Dunn corporate deal team, which also included associates Caitlin Calloway and Needhi Vasavada. Partnr David Sinak and associate Michael Canon advised on tax matters.
Delek hired Norton Rose Fulbright to handle its end of the transaction. Leading the deal team was Houston partner Daniel Mark, who received assistance from Houston partners Robert Philpott, Mark Miller and Daniel Tristan; Houston associate Scott Brown; and attorneys from the firm’s New York and Washington, D.C. offices.
Delek retained Tudor, Pickering, Holt as its exlusive financial advisor, while Alon hired J.P. Morgan. Delek also hired the Delaware firm Morris, Nichols Arsht & Tunnell for legal advice.
Closing of the deal, which is slated for the first half of 2017, is subject to regulatory approval and a majority votes in favor cast by Delek’s shareholders.
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