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July 21, 2010 3:10 PM

Seven Firms Advise on BP's $7 Billion Asset Sale to Apache

Posted by Brian Baxter

Update, 7/22/2010, 10:20 a.m. Reuters reports that BP also is pursuing asset sales in Vietnam and Pakistan to defray oil spill cleanup costs.

BP continues to keep legions of litigators busy helping it clean up the legal mess surrounding the Gulf of Mexico oil disaster, and now we can report that armies of corporate lawyers have joined the fray.

The Am Law Daily has learned that seven firms have landed roles advising on BP's $7 billion sale of assets to Houston-based oil and gas company Apache. Sources familiar with the deal say the transaction--involving oil and gas assets in Canada, Egypt, and the U.S.--came together fairly quickly after BP sought to raise money to shore up its balance sheet and cope with mounting costs stemming from the Gulf calamity.

Sullivan & Cromwell served as global coordinating counsel to BP on the deal. James Morphy, the former head of the firm's M&A practice, advised BP along with M&A partner and IP cohead John Evangelakos and finance partner Christine Spillane.

S&C has a long relationship with the company. The firm advised BP when it acquired La Palma, Calif.-based oil company ARCO for $27 billion in 1999. S&C antitrust partner Juan Rodriguez previously served as European antitrust counsel in BP's central in-house legal department in London.

S&C also represented BP when it entered into an October 2007 deferred prosecution agreement with the Justice Department and paid $303 million in fines to settle charges of manipulating the propane market. The firm is representing a former BP director in litigation related to the Gulf oil spill, and it continues to handle corporate work for the company.

Also advising BP on the asset sale to Apache was Douglas Eyberg, head of the energy industry group at Texas firm Gardere Wynne Sewell. Eyberg was assisted by corporate chair Daniel Cohen, tax partner Michael Abbott, and energy partners Timothy Spear, Jane Hammond, and Jerry DeVault.

Michael Hurst, the managing partner of the commercial practice at Fraser Milner Casgrain in Calgary, served as Canadian counsel to BP along with M&A partner Dale Skinner, energy partner John Goetz, tax partner Anne Calverly, antitrust partner Sandra Walker, financial services partner Trevor Morawski, and corporate partner Irene Ludwig. The firm advised BP on a similar asset acquisition in March.

BP was further assisted by CMS Cameron McKenna oil and gas group head Penelope Warne, who provided U.K. counsel to BP along with energy partners Eleanor Layton and Stephen Millar. Jens Bertelsen, an associate general counsel in BP's M&A group in London, led an in-house legal team working on the deal.

Under the terms of the agreement with Apache, BP will sell the company's oil and gas assets in the Permian basin in Texas and New Mexico, upstream natural gas reserves in Alberta and British Colombia, and business and exploration concessions in Egypt's Western Desert.

Earlier this month reports surfaced that BP was mulling a possible sale of its stake in Alaska's Prudhoe Bay oil field to Apache. But that deal proved too complex to complete in such a tight time frame, according to The Wall Street Journal.

Bracewell & Giuliani chairman and energy partner Patrick Oxford led a 27-lawyer team from the firm advising Apache on the deal. Forming the bulk of the Bracewell team were energy and finance chair G. Alan Rafte, corporate cochair and tax partner Gregory Bopp, corporate partners John Brantley, Richard Rice, Gary Orloff, Mark Lewis, and Thomas Tomlinson, labor and employment partners Bruce Jocz and Robert Sheeder, financial restructuring partner Mark Joachim, antitrust partner Penelope Lister and counsel Jacqueline Java, environmental and natural resources chair Timothy Wilkins, and litigation partner Stephen Crain.

They were assisted by Janice Buckingham, energy practice cochair at Osler, Hoskin & Harcourt in Calgary, who served as Canadian counsel to the company. Oslers corporate partner R.J. Jack Thrasher, tax partner Stan Ebel, antitrust partner Peter Glossop, real estate partner Craig Harkness, employment partner Damian Rigolo, and energy partner Paula Olexiuk rounded out the team from the firm working on the deal.

M&A partner Charles Randell and antitrust chair Philippe Chappatte from U.K. firm Slaughter and May also advised Apache, whose general counsel, P. Anthony Lannie, led an in-house team that included senior counsel Brett Cupit, Richard Black, and Jack Litmer, corporate counsel Patrick Whitman and Rajesh Sharma, assistant general counsel Dominic Ricotta, and staff counsel David Bernal.

Completion of the deal requires regulatory approvals for each of the asset sales by certain dates: Oct. 29, 2010 for BP's Permian basin holdings, Jan. 31, 2011 for the Canadian assets, and July 19, 2011 for the Egyptian concessions.

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