Denbury Resources Inc.’s $1.7 Billion Acquisition of Penn Virginia Corporation

Vinson & Elkins is representing oil and gas company Denbury Resources in its $1.7 billion acquisition of Penn Virginia Corp., which is using Skadden, Arps, Slate, Meagher & Flom and Gibson, Dunn & Crutcher for the oil and gas deal.

On Oct. 28, Plano-based Denbury and Penn Virginia, based in Radnor, Pennsylvania, announced a definitive merger agreement calling for Denbury to acquire Penn Virginia for about $1.7 billion including assumed debt. Denbury is an independent oil and gas company with operations focused in the Gulf Coast and Rocky Mountain regions, while Penn Virginia operates in the Eagle Ford Shale in south Texas.

The transaction was unanimously approved by the boards of directors of each company, and Penn Virginia shareholders holding 15 percent of outstanding shares signed an agreement to vote in favor of the deal. The transaction is expected to close during the first quarter of 2019, subject to approval by Penn Virginia shareholders, and also approval by Denbury’s stockholders of the issuance of common stock. It is also subject to antitrust approvals and customary closing conditions.

The Vinson & Elkins team for Denbury is led by corporate partners Steve Gill (picture) and Jeff Floyd, both of Houston. Others are tax partner Lina Dimachkieh, finance partner Guy Gribov, oil and gas partner Bryan Loocke, labor/employment partner Sean Becker and environmental partner Larry Nettles, all of Houston; executive compensation partner David D’Alessandro of Dallas; antitrust partner Billy Vigdor of Washington, D.C.; and bankruptcy partner Steve Abramowitz of New York.

At Gibson Dunn, Houston partner Hillary Holmes leads the firm’s team for Penn Virginia. Others are corporate partner Tull Florey, oil and gas partner Justin Stolte, finance partner Shalla Prichard, and tax partner James Chenoweth, all of Houston; and benefits partner Sean Feller of Century City, California.

The Skadden team, also for Penn Virginia, includes M&A partners Leif King of Palo Alto and Frank Bayouth of Houston; tax partner Sally Thurston of New York; executive compensation and benefits partner Erica Schohn of New York; banking partner Kristine Dunn of Los Angeles; capital markets partner Michelle Gasaway of Los Angeles; environmental partner Don Frost of Washington, D.C.; labor and employment partner Karen Corman of Los Angeles; and real estate partner Meryl Chae of Los Angeles.

 

Involved fees earner: Stephen Gill – Vinson & Elkins LLP; Jeffery Floyd – Vinson & Elkins LLP; Lina Dimachkieh – Vinson & Elkins LLP; Guy Gribov – Vinson & Elkins LLP; Bryan Loocke – Vinson & Elkins LLP; Sean Becker – Vinson & Elkins LLP; David D’Alessandro – Vinson & Elkins LLP; Larry Nettles – Vinson & Elkins LLP; William Vigdor – Vinson & Elkins LLP; Steven Abramowitz – Vinson & Elkins LLP; Hillary Holmes – Gibson Dunn & Crutcher; Tull Florey – Gibson Dunn & Crutcher; Justin Stolte – Gibson Dunn & Crutcher; Shalla Prichard – Gibson Dunn & Crutcher; James Chenoweth – Gibson Dunn & Crutcher; Sean Feller – Gibson Dunn & Crutcher; Leif King – Skadden Arps Slate Meager & Flom; Frank Bayouth – Skadden Arps Slate Meager & Flom; Sally Thurston – Skadden Arps Slate Meager & Flom; Erica Schohn – Skadden Arps Slate Meager & Flom; Karen Corman – Skadden Arps Slate Meager & Flom; Kristine Dunn – Skadden Arps Slate Meager & Flom; Michelle Gasaway – Skadden Arps Slate Meager & Flom; Don Frost Jr. – Skadden Arps Slate Meager & Flom; Meryl Chae – Skadden Arps Slate Meager & Flom;

Law Firms: Vinson & Elkins LLP; Gibson Dunn & Crutcher; Skadden Arps Slate Meager & Flom;

Clients: Denbury Resources Inc.; Penn Virginia;