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Baker Botts’ Rose and Prichard advise LINN Energy on $2.3 billion acquisition

Rose and Prichard advised LINN on acquisition of asset package from Devon Energy Corp.

Shalla Prichard of Baker Botts

Baker Botts partners Kelly Rose and Shalla Prichard were part of the team that advised LINN Energy LLC on the financing and acquisition of its $2.3 billion purchase of five U.S. operating areas from Devon Energy Corp. The asset package comprises approximately 900,000 net acres across the Rockies, mid-Continent, east Texas, north Louisiana and south Texas regions with approximately 4,500 total wells.

According to the firm, LINN has identified more than 1,000 future drilling locations and more than 600 recompletion opportunities. LINN has secured $2.3 billion of committed interim financing for the acquisition of Devon assets, subject to final documentation. Scotiabank was the lead arranger on the financing, which included Barclays, RBC Capital Markets and Wells Fargo.

The complicated deal was done quickly, according to Rose, who is head of the Corporate Department in Baker Botts’ Houston office. “It’s always a challenge to execute on a tight timeframe and this deal was no exception,” she told WIPL. “The financing was technically complicated as well--with facilities at both the parent and sub level for acquisition financing. There were a lot of issues to think through in making sure it all worked together.”

The ongoing partnership between in-house and outside counsel played a key role in the success of the deal, Rose said. “Teamwork is what gets deals like this one done--LINN has an excellent in-house legal staff that has deep and broad experience in executing complex acquisitions,” she said. “We’ve been LINN’s primary outside counsel for years, so we know what’s important to them, and how they like a deal to be run. Our collaborative process plays a big part in the long-term success of our working relationship, and it is one of the things I like the best about working with them.”

This deal is part of an ongoing uptick in M&A activity, according to Prichard. “So in our Finance group, that translates to increased activity for acquisition financings, including fully committed bridge loans, term loan financings and more high yield/capital markets financings,” she said. “The LINN/Devon acquisition is certainly illustrative of those trends.”  

Kelly Rose of Baker BottsRose handles a wide range of corporate and securities matters. In the securities area, she represents issuers, investment banking firms and investors, as well as selling stockholders, in public offerings and private placements of equity and debt securities, including initial public offerings, follow-on and secondary public offerings, 144A offerings and venture capital financings. She also advises companies on mergers and acquisitions, including negotiated acquisitions and divestitures, tender offers, exchange offers and corporate reorganizations. In addition, she counsels clients on an ongoing basis on disclosure issues, compliance with federal securities laws, corporate governance, state corporate law issues and general corporate concerns.

Also based in the Houston office, Prichard counsels borrowers, financial institutions and other institutional investors in senior and subordinated debt, acquisition financings, asset-based lending, equipment and project financings, secured and unsecured lending, warrant and other equity purchases, structured financings, receivables financings, real estate financings and other forms of debt and equity financing. Prichard represents clients who are in the upstream, midstream and downstream energy sectors, including clients in the oil and gas, chemical, pipeline and offshore drilling industries. 

Amy Stickel

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