© 2016 The Texas Lawbook.
By Natalie Posgate
(Oct. 16) – Dallas-based RSP Permian said Thursday that it is buying Silver Hill Energy Partners and Silver Hill E&P II through a cash and stock transaction that totals $2.4 billion.
Silver Hill is comprised of two privately held entitles controlled by affiliates of Kayne Anderson Capital Advisors and Ridgemont Equity Partners. Like its acquirer, Silver Hill is focused on assets in the Permian Basin – more specifically, the Delaware Basin region of the Permian.
RSP General Counsel James Mutrie turned to Houston corporate partners Steve Gill and John B. Connally of Vinson & Elkins to lead RSP’s end of the deal. They received assistance on corporate matters from Houston associates Michael Collins, Claire Campbell, Mike Marek and Megan Stephens.
A group of V&E lawyers from Houston and Dallas advised on other aspects of the deal. From Houston, partner Julian Seiguer and associates Doug Lionberger and Jing Tong advised on capital markets matters, associate Kyrie Hayden advised on energy transactions/projects matters and partner Larry Nettles advised on environmental matters. Dallas partner David Peck and associate Brian Russell handled tax matters, while Dallas partner Brian Bloom and counsel Casey Fisk worked on executive compensation and benefits matters. V&E’s Washington, D.C. office handled the antitrust aspect of the deal.
Silver Hill turned to a group of primarily Dallas-based lawyers from Thompson & Knight to handle its end of the transaction. Leading the corporate deal team was Ann Marie Cowdrey, who received assistance from partners Joe Dannenmaier, Amy Curtis, Jeremiah Mayfield and William Schuerger as well as associates Courtney Roane, Emily Semands and Tony Johnston.
Partners Dean Hinderliter and Jason Loden handled tax matters, while senior counsel Arthur Wright and associates Cole Bredthauer and Kelli Sims worked on oil and gas matters. Partner Tony Campiti handled the labor and employment work.
Kayne Anderson leaned on Houston partner Jack Langlois of DLA Piper to lead its involvement in the transaction. He received assistance from Austin partner John J. Gilluly III, Houston partner Andrew Baldinger, Austin associate Jenifer Renzenbrink Smith and attorneys from the firm’s New York office.
RBC Capital Markets and Barclays served as RSP’s financial advisors, while Jeffries provided financial advice to Silver Hill.
While both transactions will have an effective date of Nov. 1, they will close separately. The Silver Hill acquisition is expected to close in the fourth quarter of this year, with Silver Hill receiving approximately $604 million in cash and 15 million RSP shares. The Silver Hill E&P II transaction is expected to close in the first quarter of 2017, with Silver Hill receiving $646 million in cash and 16 million RSP shares.
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