Encana Corp.’s $4.1 billion Acquisition of Newfield Exploration

Credit Suisse and TD Securities acted as financial advisors to Encana and delivered opinions to Encana’s Board of Directors. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Blake, Cassels & Graydon LLP acted as legal advisors to Encana. J.P. Morgan Securities LLC provided a fairness opinion to Newfield’s Board or Directors and both J.P. Morgan and Goldman Sachs & Co. LLC served as financial advisors. Scotiabank served as a technical advisor to Newfield. In addition, Kirkland & Ellis LLP and Wachtell, Lipton, Rosen & Katz served as legal advisors. Shearman & Sterling advised TD Securities on the deal

Encana Corporation (Encana) (TSX, NYSE: ECA) and Newfield Exploration Company (Newfield) (NYSE: NFX)  have entered into a definitive agreement whereby Encana will acquire all of the outstanding shares of common stock of Newfield in an all-stock transaction valued at approximately $5.5 billion. In addition, Encana will assume $2.2 billion of Newfield net debt. The strategic combination will create a leading multi-basin company and has been unanimously approved by the Boards of Directors of both companies. Subject to receipt of regulatory and shareholder approvals by both companies, the transaction is expected to close in the first quarter of 2019.

Under the terms of the merger agreement, Newfield shareholders will receive 2.6719 Encana common shares for each share of Newfield common stock. Upon completion of the transaction, Encana shareholders will own approximately 63.5 percent of the combined company and Newfield shareholders will own approximately 36.5 percent. Two directors from the Newfield Board of Directors will join the Encana Board upon closing.

Paul, Weiss advised Encana Corporation with a team including Adam Givertz (Picture), Jeffrey Marell and Andrew Foley; tax partner David Sicular; and employee benefits partner Lawrence Witdorchic.

Kirkland & Ellis advised Newfield with a team led by Sean T. Wheeler, and Douglas E. Bacon.

Wachtell, Lipton, Rosen & Katz advised Newfield with a team led by Daniel A. Neff and Gordon S. Moodie.

Shearman & Sterling advised TD Securities with a team including Robert Masella and Andy Zwecker.


Involved fees earner: Adam Givertz – Paul Weiss Rifkind Wharton & Garrison; Jeffrey Marell – Paul Weiss Rifkind Wharton & Garrison; Andrew Foley – Paul Weiss Rifkind Wharton & Garrison; David Sicular – Paul Weiss Rifkind Wharton & Garrison; Lawrence Witdorchic – Paul Weiss Rifkind Wharton & Garrison; Daniel Neff – Wachtell, Lipton, Rosen & Katz; Gordon Moodie – Wachtell, Lipton, Rosen & Katz; Sean Wheeler – Kirkland & Ellis; Douglas Bacon – Kirkland & Ellis; Robert Masella – Shearman & Sterling; Andy Zwecker – Shearman & Sterling;

Law Firms: Paul Weiss Rifkind Wharton & Garrison; Wachtell, Lipton, Rosen & Katz; Kirkland & Ellis; Shearman & Sterling;

Clients: Newfield Exploration; TD Securities; Encana Corporation;



Author: Ambrogio Visconti