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Acquisitions, Mergers, and Sales

Thompson & Knight attorneys represent businesses and investors in all aspects of mergers, acquisitions, consolidations, combinations, and sales.

Overview

Thompson & Knight attorneys represent businesses and investors in all aspects of mergers, acquisitions, consolidations, combinations, and sales. We advise the executives, boards of directors and special committees, investment bankers, financial institutions, and investors of acquiring companies and target companies, including public and private corporations and partnerships, limited liability companies, and other business entities. Our focus is on capital formation, corporate governance, securities, and other regulatory issues as we structure innovative deals that accomplish our clients’ business goals.

The team’s “client service is 10 out of 10.” – Client Testimonial, Chambers USA 2019

Our attorneys analyze, structure, negotiate, and manage merger, acquisition, and disposition transactions, helping our clients formulate the tactics, structure, and negotiating positions necessary to complete the deal. We have an understanding of corporate governance that combines our decades of corporate counsel experience with astute commercial litigation skills, using it to advise our clients’ boards of directors on business judgment, disclosure, regulatory compliance, and shareholder communication issues. In transactions involving minority stockholders or other owners, we help clients identify and address governance issues, conflicts of interest, and fiduciary responsibilities for an effective response to dissident stockholders and stockholders with statutory or contractual appraisal rights.

Experience

  • Represented Silver Hill Energy Partners in its $2.4 billion sale to RSP Permian Inc., which set “a new high-water mark” for Delaware Basin transactions
  • Represented Yates Petroleum Corporation in its $2.4 billion merger with EOG Resources, Inc.
  • Represented the Conflicts Committee of American Midstream Partners LP in its $2 billion merger with JP Energy Partners LP
  • Represented Indonesian state-owned oil and gas company Pertamina in the $1.75 billion acquisition of ConocoPhillips’ Algerian Business Unit, ConocoPhillips Algeria Limited
  • Represented Brazos Delaware, LLC in the $1.75 billion sale of its Delaware Basin subsidiaries to Bison Midstream Holdings, LLC, an affiliate of Morgan Stanley Infrastructure Inc.
  • Represented Halcón Resources Corporation in the $1.4 billion sale of its operated assets in the Williston Basin to an affiliate of Bruin E&P Partners, a portfolio company of Arclight Capital Partners
  • Represented Ajax Resources LLC in the sale of its northern Midland Basin assets to Diamondback Energy Inc. for $1.25 billion, consisting of $900 million in cash and 2.58 million shares of Diamondback common stock
  • Represented Fieldwood Energy LLC in the acquisition of SandRidge Energy, Inc.’s Gulf of Mexico and Gulf Coast business unit for a net cash payment of approximately $705 million and the assumption of approximately $370 million in abandonment liabilities, for a total transaction size of approximately $1.075 billion
  • Represented Sinopec International Petroleum Exploration and Production Corporation in the acquisition of oil and gas assets in Oklahoma from Chesapeake Energy Corp. for $1.02 billion
  • Represented Fisterra Energy, a subsidiary of The Blackstone Group, in the $900 million sale of the Mexican holding companies of Ventika, Mexico’s largest onshore wind farm and one of the largest wind farms in Latin America
  • Represented Samsung C&T, a Seoul-based construction, engineering, and trading unit of the Korean conglomerate, in its approximately $800 million purchase, along with Korea National Oil Corporation, of Parallel Petroleum LLC of Texas
  • Represented one of the world’s largest equipment rental companies in asset purchases from one of North America’s largest specialty pump rental companies and a Texas-based general rental business for a combined purchase price of approximately $780 million
  • Represented a Japanese multinational engineering, electrical equipment, and electronics company in the $674 million acquisition of a worldwide power systems business from a diversified company that provides a broad range of high-technology products and services to the global aerospace and building systems industries
  • Represented a subsidiary of a Chilean conglomerate in its $289 million acquisition of one of the largest networks of travel centers in the United States, with 38 locations throughout the Midwest and Texas
  • Represented The Michaels Companies, Inc. in its $150 million purchase, through its subsidiary, Michaels Stores, Inc., of 100% of the equity of Lamrite West, Inc., Darice, Inc., and ConsumerCrafts, LLC, headquartered near Cleveland, Ohio
  • Represented a national pizza chain in the $135 million sale of all its stock to a New York-based private equity firm
  • Represented a sports nutrition supplements company in the $55 million sale of a 68% stake in the company to a Connecticut-based private equity firm
  • Represented Tempur Sealy International, Inc. in the $48 million sale of its innerspring component business to Leggett & Platt
  • Represented a leading provider of business improvement solutions headquartered in London in its $30 million purchase of stock of a U.S.-based environmental and occupational risk management company
  • Represented South Korea-based Doosan Heavy Industries & Construction Co., Ltd. in its acquisition from Platte River Ventures LLC of ACT Independent Turbo Services, Inc., a leading independent full-service gas and steam turbine repair company focused on large frame turbines for power and industrial end users

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