January 17, 2012 6:35 PM

Energy Deal Frenzy Keeps Firms Busy

Posted by Brian Baxter

Just as mining transactions kept lawyers busy through the holidays, energy M&A is providing firms steady work this month.

Lawyers from nine Am Law 200 and international firms have landed key roles on the following energy transactions announced in January:

Sinopec / Saudi Aramco

As part of a $200 billion effort to double its refining capacity over the next decade, the Saudi Arabian Oil Company (Saudi Aramco) announced plans this month to build a new refinery in the western Saudi city of Yanbu as part of a joint venture agreement with China National Petroleum, also known as Sinopec.

Vinson & Elkins and White & Case took lead roles on the $8.5 billion joint venture between the state-owned oil companies, sibling publication The Asian Lawyer reports.

Vinson M&A partners Paul Deemer and Nicholas Song in Beijing are advising Sinopec, a longtime firm client. Shao Jingyang serves as the head of Sinopec's in-house legal department.

The Asian Lawyer reports that White & Case oil and gas group head Wendell Maddrey and energy and infrastructure partners Jason Webber, Hallam Chow, and Waleed Al-Nuwaiser are advising longtime client Saudi Aramco.

David Kultgen became the second general counsel in the Dhahran-based company’s history in 2010, according to sibling publication Corporate Counsel. U.K. publication Legal Week reports that Kultgen has spent most of his legal career on the Arabian peninsula.

Pembina Pipeline / Provident Energy

On Monday, oil and gas pipeline operator Pembina Pipeline announced that it would acquire Canadian rival Provident Energy for $3.1 billion. Provident is one of North America's largest extractors of natural gas liquids. Both companies are based in Calgary.

New York–based Paul, Weiss, Rifkind, Wharton & Garrison corporate partner Andrew Foley, a member of the firm's Canadian practice, is leading a team providing U.S. counsel to Pembina that includes tax partner David Mayo, antitrust counsel Didier Malaquin, and international trade counsel Richard Elliott. (Paul Weiss opened an office in Toronto last year.)

Blake, Cassels & Graydon securities, energy, and commercial law partner Dallas Droppo in Calgary is leading a team from his firm serving as Canadian counsel to Pembina. Other Blakes lawyers working on the matter include corporate partner Chad Schneider, energy partner Ben Rogers, tax partner Robert Kopstein, antitrust partner Deborah Salzberger, banking partner Warren Nishimura, labor and employment cochair Brian Thiessen, and partner Abdul-Basit Khan, and regulatory partner Gordon Cameron.

Former Blakes partner Leslie O'Donoghue is a member of Pembina's board. The company's general counsel is D. James Watkinson.

For its part, Provident turned to a team of lawyers from Andrews Kurth, Dorsey & Whitney, and Norton Rose Canada for counsel.

Jack MacGillivray, the head of Norton Rose Canada's Calgary office, is leading a team from the firm representing Provident on the deal. Other Norton Rose lawyers working on the matter include corporate partners Justin Ferrara and Scott Negraiff, tax partner Darren Hueppelsheuser, antitrust partner John Carleton, and energy partner Chrysten Perry. All joined the firm on January 1 when Calgary-based Macleod Dixon officially became the latest Canadian firm to be folded into London-based Norton Rose.

Andrews Kurth antitrust partner Kay Lynn Brumbaugh in Dallas and Dorsey corporate partner Dan Miller in Vancouver are providing U.S. legal counsel to Provident on the proposed transaction.

Bruce Libin, a former senior partner at leading Canadian firm Bennett Jones, serves on Provident's board. The company's sale to Pembina is expected to close in March.

Venoco, Inc. / Marquez

Denver-based oil and gas company Venoco said Monday it will be bought out by its cofounder and CEO Timothy Marquez in a deal worth roughly $770 million, Bloomberg reports. Marquez will take control of the natural gas company through affiliated trusts and foundations operating under a wholly owned entity called the Denver Parent Corporation.

Wachtell, Lipton, Rosen & Katz corporate partner Igor Kirman is leading a team from the firm advising Marquez that includes employee benefits partner David Kahan, restructuring and finance partner Joshua Feltman, and tax partner Deborah Paul. Marquez's group previously held 50.3 percent of Venoco's common stock, according to Venoco.

SEC filings by Venoco show that Frank Placenti, chair of the corporate finance and governance practice at Squire Sanders, is advising a special committee of the company's board on the transaction. Squire Sanders unofficially shortened its name last week.

Terry Anderson is Venoco's general counsel. Mark Snell, a former chief financial and administrative officer for Latham & Watkins, is a member of the Venocos board. Reuters reports the deal values Venoco at $1.5 billion. Marquez made his first takeover offer last August, according to MarketWatch.

Icahn / CVR Energy

Activist investor Carl Icahn and his affiliates picked up a 14.5 percent stake in Sugar Land, Texas–based oil refiner CVR Energy for about $144.7 million, Reuters reports. The purchase makes Icahn the largest shareholder in CVR, whose stock price surged upon news of the investment.

CVR issued a statement welcoming Icahn's increased investment, only to have its board subsequently adopt a poison pill. The antitakeover measure would trigger once an investor gains more than 15 percent of the company. CVR stated that the plan was not aimed at preventing an acquisition, but simply to give its board enough time to consider all potential offers and protect "against inadequate or coercive takeover attempts."

Edmund Gross serves as general counsel for CVR. SEC filings by the company show that Keith Schaitken, associate general counsel of a holding company controlled by Icahn, is advising the financier on his investment in CVR. Other members of Icahn's in-house team include former Winston & Strawn corporate partner Daniel Ninivaggi, who became president of Icahn Enterprises in 2010.

Last year CVR tapped Fried, Frank, Harris, Shriver & Jacobson for outside counsel on its acquisition of Gary-Williams Energy for $625 million, including about $100 million in working capital by the target.

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