Am Law 100, Canadian Firms Advise on Big Energy Deals

, The Am Law Daily



UPDATE: 11/13/13, 10:38 a.m. EST. The names of the lawyers from Davis Polk advising Western Refining have been added to the ninth paragraph of this report.

Foreign buyers and private-equity firms continued to spur activity in the energy M&A sector over the past week, yielding roles for a half-dozen Am Law 100 and leading Canadian firms.

In a deal that Reuters reports marks the latest effort to capitalize on rising U.S. oil production, private-equity firms TPG Capital and Acon Investments announced Tuesday the $775 million sale of their 38.7 percent controlling stake in Northern Tier Energy to Western Refining, an El Paso–based energy company.

Keith Fullenweider, a Houston-based Vinson & Elkins M&A partner, is leading a team from the firm advising TPG and Acon on the sale of Northern Tier, which the private-equity firms formed in 2010 following their $900 million acquisition of Marathon Oil’s downstream assets. Vinson and Cleary Gottlieb Steen & Hamilton took the lead on that deal for TPG and Acon, according to our previous reports.

Vinson and Cleary also advised on a $325 million initial public offering for Northern Tier last year that generated $3 million in legal fees and expenses, according to an U.S. Securities and Exchange Commission filing made at the time by the Ridgefield, Conn.–based oil refiner and retailer, which owns a 17 percent stake in the Minnesota Pipeline. Peter Gelfman has served as Northern Tier's general counsel since 2011.

Washington, D.C.–based Acon’s chief legal and compliance officer is Teresa Bernstein. Former Cravath, Swaine & Moore corporate partner Ronald Cami became TPG's general counsel in 2010, while David Reintjes serves as the Fort Worth–based private-equity giant’s chief compliance officer and deputy general counsel. (Former Arnold & Porter partner David Bonderman, one of America’s richest people, cofounded TPG in 1992.)

Other Vinson lawyers advising TPG and Acon on the sale of Northern Tier, which operates the SuperAmerica gas station and convenience store chain, include M&A partner James Hanna, tax partner John Lynch, environmental partner Susan Snyder, employee benefits partner Brian Bloom, and associates John Bell, Christopher Colquitt, Lina Dimachkieh, Matthew Dobbins, Austin March, Julian Seiguer, Atman Shukla and Missy Spohn.

Davis Polk & Wardwell and Pillsbury Winthrop Shaw Pittman are advising Western Refining on the deal, which also will give the independent oil refiner control of a Northern Tier refinery in Minnesota near the Bakken shale formation. Western Refining's general counsel is Lowry Barfield.

Pillsbury corporate and securities partner Patrick Devine in San Francisco is leading a team from the firm working on the transaction, which is being financed with $245 million in cash and senior debt.

Other Pillsbury lawyers working for Western Refining include energy industry cohead Robert James, franchise and distribution practice leader Bruce McDiarmid, Latin American practice coleader Eric Save, environmental partner Michael McDonough, executive compensation and employee benefits partner Scott Landau and tax partner Timothy Burns. (Pillsbury and its lawyers have enjoyed a long relationship with energy giant Chevron, which sold a pipeline system to Western Refining in 2003.)

Davis Polk M&A partner John Amorosi, credit partner Lawrence Wieman and capital markets partner Maurice Blanco also are advising Western Refining. The firm represented the underwriters on a $382.5 million IPO for Western Refining in January 2006, which an SEC filing at the time shows generated $620,000 in legal fees and expenses.

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