© 2016 The Texas Lawbook.
By Natalie Posgate
(Jan. 13) – The Woodlands-based Anadarko Petroleum Corp. is pulling out of the Eagle Ford Shale by selling its $2.3 billion assets there to Blackstone Group and Sanchez Energy Corp., the companies said Thursday, and the companies needed 83 lawyers from six law firms to help them do it.
Anadarko said it would use the proceeds to focus its efforts in the Delaware Basin area of the Permian Basin in West Texas, as well as Colorado’s DJ Basin and deepwater projects in the Gulf of Mexico.
Anticipated to close in the first quarter of 2017, the deal is the latest example in a trend toward E&P companies selling off assets in order to specialize in areas they find the most profitable, such as the Permian Basin, an oil-rich area that spans 48 million acres and is cheap to drill in.
Anadarko General Counsel Amanda McMillian turned to a Houston-based group from Latham & Watkins to handle the big-dollar sale. Corporate partner Robin Fredrickson led the Latham deal team, which also included associates James Robertson, Michael Sellner and Corey Allen.
Partner Tim Fenn and associate James Cole provided advice on tax matters, while partner Catherine Ozdogan and associate Christina Stegemoller advised Anadarko on finance matters.
Blackstone and Sanchez said they are entering a 50/50 joint venture to acquire the Eagle Ford assets.
Houston-based Sanchez Energy’s general counsel, Gregory Kopel, turned to Akin Gump Strauss Hauer & Feld partner David Elder to handle the JV formation. Others on the Houston-based Akin Gump team included partners Patrick Hurley, Michael Byrd and Eric Muñoz; senior counsel Rebecca Tyler; counsel Stephen Boone and Gonzalo Castro; and associates Eduardo Canales and Jacob Johnson.
Blackstone turned to Kirkland to advise on the JV matter. The primarily Houston-based team was led by corporate partners Andrew Calder, Rhett Van Syoc, Bradford Rossi, Cody Carper and associates Jackie Kelso, Jesse Wallin, Sanjay Bapat, Timothy Vaughan, Leah Charlesworth and John Montgomery. The team also included environmental transactions partner Paul Tanaka; tax partners Chad McCormick and Zackary Pullin and associate Tim Campany; debt financing partner Andy Veit and associates John Zarbock and Chad Nichols; and capital markets partner Justin Hoffman and Michael Rigdon.
Blackstone and Sanchez Energy both turned to a separate team of Kirkland lawyers to handle the acquisition itself of the Eagle Ford assets, which includes approximately 155,000 net acres in the Dimmit and Webb counties of South Texas. Houston corporate partners Anthony Speier and Rahul Vashi led the primarily Houston-based acquisition team from Kirkland, which also included corporate associates Ahmed Sidik, Raj Krishnan, Lauren Swadley, David Moore and Michael Cline; debt finance partners William Bos and Mary Kogut and associate Angel Torres.
Blackstone and Sanchez Energy are partially funding the acquisition through cash on hand. In addition, Sanchez Energy has secured financing commitments from financial partners and commercial banks. The financing will entail a revolving credit facility and an issuance of non-convertible perpetual preferred equity. Blackstone also utilized some debt financing to fund the acquisition.
A third Kirkland deal team advised Sanchez Energy on the financing portion of the deal. That deal team also included Calder, Bos, Kogut and Torres. It also included Houston corporate partner John Pitts and associates Allan Kirk, William Mabry and Brandon Bishoff; capital markets partner Matt Pacey and associate Robbie Hopkins; and debt finance associate Kevin Elliott.
Kirkland’s three deal teams also involved 16 attorneys from the firm’s New York, Chicago, San Francisco and Washington, D.C. offices.
A group of Houston lawyers from Simpson Thacher & Bartlett advised J.P. Morgan, Citibank and Morgan Stanley, which were involved in the two different financing packages associated with the deal. The firm also worked on due diligence matters associated with reviewing the M&A documents.
Houston Simpson Thacher partner Robert Rabalais led the Blackstone’s financing for the lenders as well as the due diligence matters, receiving assistance from Houston associate Jim Cross and an attorney from the firm’s New York office.
Houston partner Matt Einbinder represented the lenders associated with Sanchez’s financing.
Intrepid Partners, which served as financial advisor to Sanchez Energy’s board of directors in the transaction, hired Houston corporate partner Hillary Holmes and corporate associate Monica White to advise in its role in the deal.
A group of Houston Andrews Kurth Kenyon lawyers led by Houston corporate partner Mike O’Leary represented GSO Capital Partners, which served as a investment/financial partner to Sanchez Energy in the acquisition and joint venture formation. Other Andrews Kurth attorneys on the deal team included partners Hal Haltom, Chris Richardson, Jon Daly, Allison Mantor and Rob Taylor and associates Jennie Miller, Jerry Chandapillai, Ashley Muehlberger and Ming Lei.
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