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Year in Review
In a ranking of top U.S. deals by transaction value, Clear Channel Communications’ sale to Thomas H. Lee Partners and Bain Capital, ranked 6th with a total value of $18,566.7 million. Akin Gump represented Clear Channel. Anadarko Petroleum’s purchase of Kerr-McGee Corp., a deal with a total value of $16,004.1 million, ranked 10th. Akin Gump represented Anadarko. Mergerstat Review – Top U.S. Deals Scoreboard December 2006
In a ranking of top U.S. advisors ranked by number of deals (YTD 2006), Akin Gump ranks 25th with 51 total deals. As ranked by enterprise value of deals, Akin Gump ranks 24th, with a total enterprise value of $70,671.5 million. Mergerstat Review – Top U.S. Advisors December 2006
Dear Clients and Friends, 2006 was a strong year. In aggregate, U.S. M&A spending soared to a 15-month high in late 2006 with both public and private company deals experiencing significant growth. Akin Gump ranked well among top legal advisors, handling 51 deals valued at $70,671,500,000 by early December. Please note our scoreboard results on the inside covers. While energy was not at the top of the list of industries driving deal growth in 2006, the
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sector was quite active as the table below demonstrates:
Industry Deal Activity Industry Deal Value YTD 11/30/2006 YTD 11/30/06 ($Mil) Energy Services Oil and Gas
Electric, Gas, Water & Sanitary Services
0 130
$20,263.6
110
$52,369.4
192
$30,684.7
Source: FactSet Mergerstat LLC, December, 2006, p. 5.
Ironically, 2006 began with predictions of economic and credit cycle downturns, but they proved to be mistaken. Liquidity remained strong and investors continued to channel funds into all areas of the financial markets. With oil and gas prices high, margins attractive and profits comfortable, many energy clients moved to reposition their companies financially and strategically.
Private equity investment levels in 2006 very closely approached the record-high levels seen in 2000. On the energy side, we saw a distinct appetite for such investments among our clients, especially relative to exploration and production activity. We look forward to working with you in 2007.
– Corporate Energy and Emerging Markets Team
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UPSTREAM Top of the Charts Deal We advised Anadarko Petroleum Corporation in its twin acquisitions of Oklahoma Citybased Kerr-McGee Corporation and Denver’s Western Gas Resources, Inc. The two separate but simultaneous transactions, announced in June 2006, totaled $21.1 billion in cash, with an additional $2.2 billion in estimated assumed debt. The two acquisitions were completed simultaneously within an unusually short five-week period. This combined transaction was highly strategic, with Anadarko locking in access to a vitally important geographic region and securing industry-leading positions in the Gulf of Mexico and the Rockies.
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“Given the compressed time frame, we had a lot of work to do.... I thought it was a great demonstration of
teamwork and communication”
– Charlene Ripley, General Counsel of Anadarko The American Lawyer, September 2006
Gulf of Mexico Asset Disposition
We represented The Houston Exploration Company in its sale of substantially the entire Louisiana portion of its Gulf of Mexico assets to a private investor for $910 million.
Kazakhstan Acquisition
We advised Lukoil Overseas in its acquisition of interest in U.S.-based Chaparral Resources, which operates in Kazakhstan to develop the Karakudukmunai oil field.
Asset Portfolio Adjustments
Prior to its acquisition by Anadarko, we represented Kerr-McGee Corporation in the sale of its Gulf of Mexico assets for $1.3 billion to W&T Offshore.
MIDSTREAM
Midstream Venture Formation Quest Midstream Partners, L.P., a Delaware limited partnership recently formed to own and operate a natural gas gathering pipeline system (Quest Midstream), sold 4,864,866 common units, representing an approximate 48.64 percent interest in Quest Midstream, for $18.50 per common unit, or approximately $90 million, in a private placement to a group of institutional investors led by Alerian Capital Management, LLC, and co-led by Swank Capital, LLC. Akin Gump represented Swank in this transaction, which closed on December 28, 2006.
Special Committee Representation We represented a special committee of the board of directors of Crosstex Energy, L.P.
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DOWNSTREAM Profits from U.S. refining and marketing operations increased 56 percent in Q306 relative to Q305 as an increase in gross margins was magnified by increased refinery throughput.These very favorable downstream market conditions drove significant deal activity:
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Heavy Oil Joint Venture
We represented EnCana as U.S. counsel in the transfer of two oil sand fields to a Canadian partnership and two refineries to a U.S. limited liability company jointly owned by EnCana and Conoco-Phillips with an aggregate value of $15 billion.
Canadian Refinery Sale
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Akin Gump represented Vitol Refining Group BV in the sale of its Come by Chance, Newfoundland, petroleum refinery to Harvest Energy Trust.
Inbound Investor to the United states – Acquisition of a Gulf Coast Refinery Complex
We assisted in the strategic evaluation of and negotiation for purchase of one of the largest refinery complexes in the United States. Our team’s work included M&A, regulatory, environmental and operational considerations. Sale of the complex to our client for more than $5 billion was halted when one of the two joint venture owners of the complex exercised a right of refusal in a surprise decision.
Inbound Downstream U.S. Investment
We advised Netherlands-based Astra Oil in its purchase of U.S. Oil & Refining’s Tacoma, Washington, refinery and in its sale/contribution of the Pasadena Refinery to a joint Petrobras/Astra Oil venture.
Oilfield Service Minority Interest Sale Akin Gump represented Baker Hughes Corporation in its sale for $2.4 billion to Schlumberger Limited of its 30 percent minority interest in WesternGeco, a seismic venture jointly owned with Schlumberger.
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POWER PLAYS The U.S. power industry is undergoing a significant round of investment in pollution control at existing coal-fired power plants. Some analysts estimate that the industry will invest up to $30 billion for sulfur dioxide (SO2 ) controls alone.The question of how companies will recover these costs is complex as generation owners face a patchwork quilt of regulated processes and competitive forces across the United States.
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Generation Asset Acquisition
We represented Dynegy Inc. in its $2.3 billion purchase of LS Power Group’s generation portfolio and acquisition of a 50 percent stake in a development joint venture with the privately held power plant investor. The combined company will have more than 20,000 megawatts from 31 power plants in 15 states.We also represented the company in term loan and revolving credit agreements.
144A Offering
We represented Friedman Billings Ramsey in the 144A common stock offering by KGen Power LLC.
Tax Exempt Securities
We have done significant securities work for First Energy, including an equity offering for Toledo Edison Senior Notes, as well as tax-exempt securities for First Energy Generation Corp and First Energy Nuclear Generation Corp, some of them for the purpose of pollutioncontrol measures.
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CAPITAL MARKETS activities Lenders Akin Gump represented the Bank of Montreal, Credit Suisse, LaSalle Business Credit and Lehman Brothers in bank financings for energy ventures, including a number of oilfield service and supply ventures.
Borrowers
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We advised Anadarko Petroleum Corporation, Crimson Exploration, Dynegy Holdings Inc. and Genesis Crude Oil.
Underwriters
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We represented Lehman Brothers and Friedman Billings Ramsey in a number of energyrelated 144A high-yield bond and stock including exploration and production, midstream, power and renewable energy ventures.
We represented Friedman Billings Ramsey in the initial broadly based institutional offering for a new upstream MLP Issuers
We advised Anadarko Petroleum Corporation, Bronco Drilling, Dynegy Holdings Inc., Gulfport Energy, PHI, Inc. and Transmeridian Exploration in a number of offerings.
PRIVATE EQUITY HIGHLIGHTS
Exploration and Production Equity Commitments • Akin Gump advised Avista Capital Partners in its equity commitments for Celtique Energie Ltd. and Manti Exploration, LLC. • We also advised Kayne Anderson in investment transactions, including its equity commitment for Augustus Energy Partners LLC. • We represented the management of Enduring Resources, LLC in the venture’s secondround financing. • We represented Lehman Brothers in its initial funding for Ensource Energy LLC and preferred stock investment in Mountain Drilling Company. • We advised Quanta Energy Partners and Aspect Energy in the structuring and formation of the $1 billion Quanta Resources fund.
Latin American Drilling Divestiture We advised Bridas International Holdings Limited, Bridas Central Company Limited and Associated Petroleum Investors Limited in its sale to Allis-Chalmers for all of the outstanding capital stock of DLS Drilling Logistics and Services Corporation, a drilling, workover and other oil and gas field services business.
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CROSS BORDER EXPERIENCE Our Moscow and London offices continued to provide significant support to European, as well as North American, energy clients. English Law Bid for Nelson Resources Limited This transaction was a public bid by Lukoil for all the issued share capital of Nelson Resources Limited (Nelson). Akin Gump acted through its Moscow and London offices for Lukoil Overseas Holding Ltd in the English law bid for Nelson. The bid was worth US$2.4 billion (including US$400 million of debt).
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The Nelson Resources transaction exemplifies the types of deals for which Akin Gump is particularly qualified to act, as it required expertise in the energy a strong presence in Moscow, and a knowledgeable English law team Institutional Business Sale
sector,
In Russia, Akin Gump is representing Aton Capital Group in the just-announced sale of 100 percent of its institutional business, which includes ZAO Aton Broker and Aton International Ltd to Bank Austria Creditanstalt AG (BA-CA), a member of UniCredit Group, for US$424 million in cash. The transaction is expected to close in the first quarter of 2007, subject to certain regulatory approvals.
50 percent Interest Sale
We represented LUKOIL Overseas Holding Ltd. in the sale of a 50 percent interest in Caspian Investments Resources Ltd. to Mittal Investments SARL for US$980 million, plus US$160 million in assumed debt.
Gasoline Retail Station Purchase
We represented OAO LUKOIL in the purchase of 376 retail stations in Western and Central Europe from ConocoPhillips for an undisclosed price.
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0N THE H0RIZON Beijing Office Opening Late in 2006 Akin Gump opened an office in Beijing. The demand for legal services in China has escalated rapidly, driven largely by two factors: 1) staggering rates of economic growth and 2) enormous foreign direct investment (more than $1 billion each week). Chinese companies moving into overseas markets need a broad array of policy and regulatory services, while Western companies entering or expanding in China require experienced legal counsel. Akin Gump is well-positioned to advise both, and an office in China will improve our ability to serve clients.
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Initially we will focus our efforts in Beijing on energy, international trade, intellectual property, policy and funds/private equity – five of the firm’s strategic priority areas and strengths, and areas in which there is a significant demand for legal services. We will further grow our Beijing office as dictated by our clients’ business interests.
Richard Wilkie to Speak at CERAWeek 2007
Richard Wilkie, partner in charge of our Moscow office, will speak at CERAWeek 2007 on Tuesday, February 13, 2007. The theme of CERA’s 26th Annual Executive Conference, in Houston, Texas, is “Strategies for a High Stakes World: Innovation, Investment, and the Future of Energy.” Richard will be a panelist on the Russia and Caspian Energy Critical Issues Forum along with the following industry executives, as well as with CERA analysts: Dr. Iskander R. Diyashev, chairman of the board and vice president, Independent Resource Development Corporation; Chris Finlayson, executive vice president, Shell E&P Services (Russia); and Ray Leonard, vice president - Eurasia, Kuwait Energy Company KSC. Energy has become increasingly intertwined with geopolitics and globalization, creating new tensions in international trade and political negotiations. The result is more complex relationships between national governments and energy companies – a reality the panelists will address.
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In a list of law firms representing principals on the 10 largest deals in 2006, Akin Gump is named twice, for its work with Clear Channel Communications and Anadarko Petroleum. Julie Kaufer, Frank Reddick and Terry Schpok are listed as lead counsel for Clear Channel in its sale to Bain Capital. Michael Dillard, Bill Morris and Julien Smythe are listed as lead counsel for Anadarko in its acquisition of Kerr-McGee Corp. The Wall Street Journal – Who Are the Lawyers? November 21, 2006
In a ranking (by deal volume) of counsel in globally announced November M&A deals, Akin Gump ranks 14th, with a deal volume of $27,288 million. In U.S. announced deals (by volume) Akin Gump ranks 13th. In a ranking (by volume) of globally announced private equity deals, Akin Gump ranks tied for 8th, with a deal volume of $26,700 million. Bloomberg – M&A Legal Advisory League Table November 2006
Akin Gump Strauss Hauer & Feld LLP is a leading advisor to energy companies and provides a full range of legal services, including corporate transactions, project finance and development, and advocacy. Our lawyers have represented every segment of the energy industry on issues ranging from energy policy to tax questions to environmental and land use challenges. Akin Gump, a leading international law firm, numbers more than 900 lawyers with offices in 15 cities. Energy clients include public and private companies, financial institutions, private equity firms and sovereign states working across the energy value chain from independent exploration and production activity to renewable energy investment. Our strength as a legal advisor lies in our knowledge of global and domestic energy markets, our broad and deep transactional experience, our commitment to efficient teamwork with our clients and our attention to their strategic considerations.
For more informaton, contact: Michael E. Dillard Houston 1111 Louisiana Street 44th Floor Houston, TX 77002-5200 713.220.5800 fax: 713.236.0822 Fred Heller London CityPoint, Level 32 One Ropemaker Street London EC2Y 9AW United Kingdom 44.20.7012.9600 fax: 44.20.7012.9601
Mark Zvonkovic New York 590 Madison Avenue New York, NY 10022-2524 212.872.1000 fax: 212.872.1002
Richard J. Wilkie Moscow Ducat Place II 7 Gasheka Street Moscow 123056 Russia 7.495.783.7700 fax: 7.495.783.7701
Anthony (Tony) J. Renzi Jr. WASHINGTON Robert S. Strauss Building 1333 New Hampshire Avenue, N.W. Washington, DC 20036-1564 202.887.4000 fax: 202.887.4288
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