© 2013 The Texas Lawbook.
By Natalie Posgate
Staff Writer for The Texas Lawbook
Irving-based Pioneer Natural Resources Company has entered a definitive merger agreement with its Delaware limited partnership, Pioneer Southwest Energy Partners LP.
The current value of the deal stands at approximately $1.46 billion, based on today’s market close.
The agreement will make Pioneer Southwest a wholly-owned subsidiary of Pioneer’s operating company, Pioneer Natural Resources, USA, Inc. through a stock-for-unit exchange.
Vinson & Elkins and Delaware firm Morris, Nichols, Arsht & Tunnell are representing Pioneer in the deal.
Houston M&A partner Mike O’Leary of Andrews Kurth is representing Pioneer Southwest’s conflicts committee of the board of directors of the general partner, which negotiated the terms of the deal on behalf of the Delaware limited partnership.
The V&E team primarily comes from the firm’s Dallas office. Leading the deal are M&A and capital markets partners Mike Wortley and Robert Kimball, with assistance from associate Michael Allers.
Also assisting on the matter are partners Thomas Crichton, David D’Alessandro and Michael Holmes; and associates Elizabeth Brandon, Casey Fisk, Missy Spohn, Lanchi Huynh, Rob Derivaux, Scott Fulford and Julia Pashin. Counsel Andi Yorio and associate Daniel McEntee from V&E’s Houston office are also involved, as well as Washington, D.C. partner Cathy Lewis.
Both Wortley and Kimball have represented Pioneer in previous matters.
Wortley represented Pioneer in its $1.15 billion sale of Eagle Ford acreage with affiliates of Reliance Industries Limited, the formation of a publicly-traded MLP and Pioneer’s acquisition of Evergreen Resources, Inc. for at least $1.7 billion.
Kimball advised Pioneer a $2.1 billion cash-in-stock acquisition of a publicly-traded U.S. exploration and production company, a $4.5 billion acquisition by merger of a publicly-traded U.S. company and the $675 million disposition of all of its operations in Argentina in three related stock and asset transactions.
The companies anticipate the deal to close in the fourth quarter of 2013.
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