PDC Energy’s $1.3 Billion Acquisition of Great Western Petroleum

Latham & Watkins represented Great Western in the transaction while Milbank advised ActOil Colorado, LLC.

PDC Energy, Inc. (PDC) (Nasdaq: PDCE) has entered into a definitive purchase agreement with Great Western Petroleum, LLC (Great Western) and certain sellers under which PDC will acquire Great Western in a transaction valued at approximately US$1.3 billion, including net debt of approximately US$500 million (the Acquisition).

Under the terms of the agreement, the Acquisition will be financed through the direct placement of approximately 4.0 million shares of PDC common stock and approximately US$543 million of cash, subject to customary post-closing adjustments.

Great Western is a Denver-based D-J Basin operator owned by affiliates of EIG, TPG Energy Solutions, L.P.  and The Broe Group. Its mission is to provide products and services to its customers at a competitive price, while adding value through long term relationships, excellent customer service, and its broad knowledge of the petroleum industry.

PDC Energy, Inc. is an independent oil and gas company focused on maintaining a strong balance sheet and solid debt metrics while delivering value-added organic growth from a liquids-rich portfolio through horizontal drilling. 

Latham & Watkins LLP represented Great Western in the transaction with a corporate deal team led by Austin partner David Miller (Picture) and Houston partners Nick Dhesi and Stephen Szalkowski, with Houston associates Thomas Verity, Jonathan Villa, Robert Cunningham, Alice Parker, Katie Walker and Shreya Patel. Advice was also provided on finance matters by Houston partner Matthew Jones, with Houston associate Max Fin; on tax matters by Houston partners Tim Fenn and Jared Grimley, with Houston associate Emily Fawcett; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; on environmental matters by Los Angeles counsel Joshua Marnitz; and on antitrust matters by Washington, D.C. partner Jason Cruise and Washington, D.C. counsel Peter Todaro, with Los Angeles associate Nick Eberhart and Washington, D.C. associate Caitlin Fitzpatrick. 

The Milbank deal team was led by Global Corporate partner John Franchini with associates Danny Tyrrell and Pragyan Patnaik.

Involved fees earner: Jason Cruise – Latham & Watkins; Robert Cunningham – Latham & Watkins; Nick Dhesi – Latham & Watkins; Nick Eberhart – Latham & Watkins; Emily Fawcett – Latham & Watkins; Timothy Fenn – Latham & Watkins; Max Fin – Latham & Watkins; Caitlin Fitzpatrick – Latham & Watkins; Jared Grimley – Latham & Watkins; Matthew Jones – Latham & Watkins; Adam Kestenbaum – Latham & Watkins; Joshua Marnitz – Latham & Watkins; David Miller – Latham & Watkins; Alice Parker – Latham & Watkins; Shreya Patel – Latham & Watkins; Stephen Szalkowski – Latham & Watkins; Peter Todaro – Latham & Watkins; Thomas Verity – Latham & Watkins; Jonathan Villa – Latham & Watkins; Katie Walker – Latham & Watkins; John Franchini – Milbank LLP; Pragyan Patnaik – Milbank LLP; Daniel Tyrrell – Milbank LLP;

Law Firms: Latham & Watkins; Milbank LLP;

Clients: ActOil Colorado, LLC; Great Western Petroleum;