O’Melveny Advises a Private Consortium on Merger with PureWest Energy
June 1, 2023
FOR IMMEDIATE RELEASE
DALLAS—June 1, 2023— O’Melveny advised PW Consortium, a private consortium of family offices and financial institutions, on its merger agreement with PureWest Energy, LLC, a leading Rocky Mountain independent natural gas producer, for US$1.84 billion in cash.
The transaction was announced on May 31.
Members of PW Consortium include A.G. Hill Partners LLC; Cain Capital LLC; Eaglebine Capital Partners, LP; Fortress Investment Group; HF Capital, LLC; Petro-Hunt LLC; and Wincoram Asset Management.
“The breadth and depth of O’Melveny’s expertise was instrumental in closing this complex transaction,” said Joe O’Brien, President and CEO of A.G. Hill Partners and newly appointed Chairman of PureWest.
PureWest Energy, LLC is a private energy company focused on developing its long-life gas reserves in Wyoming’s Green River Basin where the Company controls more than 111,000 net acres in and around the prolific Pinedale and Jonah Fields.
The O’Melveny team advising PW Consortium was led by partner and Texas Corporate Regional Head Whit Roberts and partner Jason Schumacher. The team also included partners Alexander Anderson, Will S. Becker, Ryan Cicero, Courtney Dyer, Tracie Ingrasin, David J. Johnson Jr., Garrett Johnston, Sid Mody, Abby F. Rudzin, and Kimberly F. Williams; senior counsel Warren Fox and John D. Renneisen; counsel Austin Elder, Albert Jou, Cheryl Looper, Tom Oslovar, and Ramon Ramirez; and associates Eleanor Gilbert, Andi Hasaj, Sahil Nooruddin, Luke Ohnmeis, Brent Rubin, Silvia Smith, and Maya Spitzer.
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PureWest Energy issued the following announcement:
FAMILY OFFICE-LED PRIVATE CONSORTIUM ACQUIRES PUREWEST
- Family Office-led consortium ownership provides platform for long-term stability and value creation
- Existing executive team and employee base remains in-place
DENVER, May 31, 2023 /PRNewswire/ -- PureWest Energy, LLC (“PureWest” or the “Company”), a leading Rocky Mountain independent natural gas producer has completed an all-cash merger with a newly formed entity sponsored by a private consortium of family offices and financial institutions ("PW Consortium") for a total consideration of US$1.84 billion.
Following the closing of the transaction, PureWest's existing management and employees will remain in-place, a new Board of Directors will be formed composed of representatives from PW Consortium and the entity will remain branded as PureWest Energy, LLC.
Chris Valdez, PureWest CEO commented, “Since its inception, PureWest has achieved a remarkable series of accomplishments. Our team has successfully consolidated operations on the Pinedale Anticline, showcasing a sustainable inventory runway. Moreover, we have positioned our brand as a prominent market leader in low methane certified gas and earned recognition as the best workplace in Denver. We are thrilled about our partnership with the new equity consortium, which will further fortify the robust platform we have established.”
Ty Harrison, PureWest President and CFO, added, “This transaction strategically positions PureWest for sustainable long-term value creation by leveraging its unique capital structure, which includes family office equity and securitized debt. The Company plans to increase its high-margin production through development, as well as execute its differentiated gas strategy.”
Members of PW Consortium include A.G. Hill Partners LLC, Cain Capital L.L.C., Eaglebine Capital Partners, LP, Fortress Investment Group, HF Capital, LLC, Petro-Hunt LLC and Wincoram Asset Management.
As part of the transaction, the Company closed on a third asset-backed securitization. The offering featured $200 million of notes offered and sold as a 4(a)(2) private placement (the "Notes Offering"). The Notes were investment grade rated by an NRSRO. Additionally, as part of the transaction, the Company has closed on a divestiture of producing wellbores to investment vehicles managed by Wincoram Asset Management.
Evercore served as exclusive financial advisor and Vinson & Elkins served as legal counsel to PureWest.
Guggenheim Securities, LLC served as sole financial advisor and O'Melveny & Myers LLP, David B. Denechaud, PLLC and Jackson Walker LLP served as legal counsel to the PW Consortium. Guggenheim Securities, LLC also served as sole structuring advisor, sole book-running manager and sole placement agent in connection with the Notes Offering.
PureWest Energy, LLC is a private energy company focused on developing its long-life gas reserves in Wyoming's Green River Basin where the Company controls more than 111,000 net acres in and around the prolific Pinedale and Jonah Fields. PureWest is focused on achieving ever-higher ESG performance as part of its commitment to stakeholders and has an industry leading methane intensity rate of 0.05%, more than two years with zero motor vehicle incidents, and PureWest's employee led community investment program. Additional information is available at PureWest.com.
The Notes were offered in a private offering to certain accredited investors and qualified institutional buyers ("QIBs") under Section 4(a)(2) of the Securities Act. The Notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States or to, or for the benefit of, US persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
Media Contact:Anthony Odem, VP – Finance