Enerplus’ $465 Million Shares Acquisition Of Bruin E&P HoldCo

Vinson & Elkins LLP advised Enerplus Corporation on the deal, while Willkie represented Bruin Purchaser.

Enerplus Corporation (TSX &NYSE: ERF) announced that it has entered into a definitive agreement to acquire all of the shares of Bruin E&P HoldCo, LLC (“Bruin”), a pure play Williston Basin private company, for total cash consideration of US$465 million.

Enerplus has agreed to acquire all of the outstanding shares of Bruin for total cash consideration of US$465 million pursuant to a purchase and sale agreement, subject to customary purchase price adjustments.  The Acquisition will be funded with a new US$400 million term loan and a concurrent $115 million bought deal equity financing. Enerplus will not assume any debt of Bruin as part of the Acquisition.  Closing of the Acquisition is subject to customary closing conditions and is expected to occur in early March 2021.

In connection with the Acquisition, Enerplus has entered into a binding agreement with RBC Capital Markets and BMO Capital Markets, who are acting as Joint Bookrunners, to provide Enerplus with a new three year, US$400 million term loan, which will be fully drawn to fund a portion of the purchase price for the Acquisition.  The new term loan will include financial and other covenants and pricing identical to Enerplus’ existing US$600 million revolving credit facility which matures October 31, 2023. Funding under the term loan is subject to limited conditions, including completion of the Acquisition and delivery of customary credit facility documentation.

Stifel FirstEnergy acted as financial advisor to Enerplus on the Acquisition. Tudor, Pickering, Holt & Co. and TD Securities acted as strategic advisors to Enerplus on the Acquisition. Vinson & Elkins LLP acted as U.S. legal advisor to Enerplus for the Acquisition and financings, and Blake, Cassels & Graydon LLP acted as legal advisor to Enerplus on the Acquisition and financings.

The V&E corporate team was led by partner Bryan Loocke (Picture), with counsel Joclynn Townsend, senior associate Cesar Leyva, and associates Alicia Vesely, Rob Vezina and Zach Parker. Also advising was partner Brian Bloom; partner Sean Becker; partner Todd Way and senior associate Christine Mainguy; partner Matthew Dobbins and senior associate Jennifer Cornejo; and partner Mike Telle and senior associate Nettie Downs.

The Willkie deal team for Bruin Purchaser was led by partners Steven Torello and David Aaronson and associates Albert Jou and Ashley Whittington.

Involved fees earner: Sean Becker – Vinson & Elkins LLP; Brian Bloom – Vinson & Elkins LLP; Jennifer Cornejo – Vinson & Elkins LLP; Matthew Dobbins – Vinson & Elkins LLP; Nettie Downs – Vinson & Elkins LLP; Cesar Leyva – Vinson & Elkins LLP; Bryan Loocke – Vinson & Elkins LLP; Christine Mainguy – Vinson & Elkins LLP; Zachary Parker – Vinson & Elkins LLP; Michael Telle – Vinson & Elkins LLP; Joclynn Townsend – Vinson & Elkins LLP; Alicia Vesely – Vinson & Elkins LLP; Robert Vezina – Vinson & Elkins LLP; Todd Way – Vinson & Elkins LLP; David Aaronson – Willkie Farr & Gallagher; Albert Jou – Willkie Farr & Gallagher; Steven Torello – Willkie Farr & Gallagher; Ashley Whittington – Willkie Farr & Gallagher;

Law Firms: Vinson & Elkins LLP; Willkie Farr & Gallagher;

Clients: Bruin Purchaser; Enerplus Corp.;

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Author: Ambrogio Visconti