First Reserve’s $194 Million Acquisition of Goldfield


Simpson Thacher represented First Reserve, while K&L Gates LLP served as legal advisor to Goldfield in the transaction.

First Reserve entered into a definitive agreement to acquire The Goldfield Corporation (NYSE American: GV) for $7.00 per share in cash, pursuant to a cash tender offer. This represents a 64% premium to Goldfield’s closing stock price on November 23, 2020 and a 57% premium to the 30-day volume-weighted average price of $4.46 as of the same date. The transaction, which was unanimously approved by Goldfield’s Board of Directors, implies a total enterprise value for Goldfield of approximately $194 million, including net debt, and is not subject to any financing contingency. The transaction is subject to customary closing conditions and is expected to close by January 2021.

Goldfield is a leading provider of electrical transmission and distribution maintenance services engaged in the construction of electrical infrastructure for the utility industry and industrial customers, primarily in the Southeast, mid-Atlantic and Texas-Southwest regions of the United States.

First Reserve is a leading global private equity investment firm exclusively focused on energy, including related industrial markets. With over 35 years of industry insight, investment expertise and operational excellence, the Firm has cultivated an enduring network of global relationships and raised more than $32 billion of aggregate capital since inception.

The Simpson Thacher team advising First Reserve included Michael T. Holick (Picture), Nina Bakhtina, Michael Schaeppi and Alexander Porro (M&A); Alden Millard, Michael Vernace, Dennis Durkin and Kalyan Venkatraj (Banking and Credit); Barrie Covit (Funds); Andrew Purcell, Joseph Tootle and Edward Grais (Tax); Larry Moss, Patricia Adams and Ashlie Lawton (Employee Benefits and Executive Compensation); Lori Lesser and Amber Harezlak (Intellectual Property); Tim Mulvihill (Environmental); Krista McManus (Real Estate); and Kelly Karapetyan (Antitrust).

Involved fees earner: Patricia Adams – Simpson Thacher & Bartlett; Nina Bakhtina – Simpson Thacher & Bartlett; Barrie Covit – Simpson Thacher & Bartlett; Dennis Durkin – Simpson Thacher & Bartlett; Edward Grais – Simpson Thacher & Bartlett; Amber Harezlak – Simpson Thacher & Bartlett; Michael Holick – Simpson Thacher & Bartlett; Kelly Karapetyan – Simpson Thacher & Bartlett; Ashlie Lawton – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; Krista McManus – Simpson Thacher & Bartlett; Alden Millard – Simpson Thacher & Bartlett; Laurence Moss – Simpson Thacher & Bartlett; Timothy Mulvihill – Simpson Thacher & Bartlett; Alexander Porro – Simpson Thacher & Bartlett; Andrew Purcell – Simpson Thacher & Bartlett; Michael Schaeppi – Simpson Thacher & Bartlett; Joseph Tootle – Simpson Thacher & Bartlett; Kalyan Venkatraj – Simpson Thacher & Bartlett; Michael Vernace – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: First Reserve;

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Author: Ambrogio Visconti