The board of Samson Resources II LLC said Tuesday it approved the sale of the company’s assets in East Texas and north Louisiana to Houston-based Rockcliff Energy II LLC for $525 million. The parties expect the deal to close on Sept. 29.
Willkie Farr & Gallagher LLP provided outside legal advice to Tulsa, Okla.-based Samson Resources II with a team led by partners Michael de Voe Piazza and Cody Carper and associate David Aaronson in Houston.
Locke Lord LLP’s David Patton assisted Rockcliff. Rockcliff is backed by private equity firm Quantum Energy Partners.
Jefferies LLC and Houlihan Lokey Capital Inc. advised Samson Resources II. J.P. Hanson led the deal from Houlihan, where he is head of the exploration and production group officing out of Dallas and New York. Jefferies’ Ajay Khurana and Geoff Angulo worked on the deal from Houston.
Piazza, partners Angela Olivarez and Jennifer Hardy, as well as Houston associates Aaronson and Garrett Johnston, were part of the team that represented the second lien agent in connection with the Chapter 11 restructuring of Samson Resources Corp., which sold the East Texas and North Louisiana assets to Samson Resources II. Partner Ana Alfonso and counsel Weston Eguchi in New York were also part of that team.
That’s not all. Carper, who joined Willkie in April, advised Samson Resources Corp. on the sale of six packages of oil and gas assets, including the one being divested to Rockcliff, through the chapter 11 process when he was with his previous firm, Kirkland & Ellis.
Locke Lord’s Patton said he has had a long relationship with Rockcliff’s management team, especially CEO Alan Smith.
Samson Resources Corp. emerged from bankruptcy on March 1.
New York-based Willkie opened its office in Houston in 2014, its first new U.S. office opening in more than 30 years. It’s led by partner Bruce Herzog and Piazza, who joined from Bracewell, and Olivarez, who joined from Jones Day.
Samson Resources II announced May 8 that it had hired Jefferies and Houlihan Lokey to sell the assets, which cover 210,000 net acres and produce 90 million cubic feet equivalent of natural gas per day.
The company intends to use the proceeds to pay down all the outstanding debt — estimated to be between $210 million and $215 million – that remains under its $280 million senior secured revolving credit facility due Sept. 1, 2019 as well as fees associated with the transaction. The rest will be used to fund the company’s capital needs next year along with a possible distribution to its equity investors.
Samson Resources II CEO and president Joseph A. Mills said in a statement that he was pleased with the transaction, as the purchase price reflects the quality of the assets in the area.
Rockcliff’s Smith said in a statement that the deal establishes it as a major player in the region. “These assets provide a good balance of production and drilling inventory in multiple horizons, and we are excited to apply our deep unconventional experience and capabilities to create value for our investors over the years to come,” he said.
Now that it’s sold the East Texas and north Louisiana assets, Samson Resources II plans to focus on its oil and gas properties in the Powder River and the Green River Basins of Wyoming, where it said it expects to explore strategic and development opportunities.