Akin Gump Advises Clients On Acquisitions And Strategic Investments

Monday, February 24, 2014 - 13:48

An Akin Gump team led by corporate partner Seth Molay advised Diamondback Energy in its three pending acquisitions of additional acreage in the Permian Basin and an underwritten public offering to fund a portion of the purchase price for these acquisitions. The offering of three million shares of Diamondback common stock was launched on February 20, 2014, and priced that night at $62.67 per share, for estimated net proceeds at closing of $181.3 million. The underwriters will have an option to purchase up to an additional 450,000 shares of common stock from Diamondback. All of the shares to be sold in the offering are being sold by Diamondback.

Prior to launching the offering, Akin Gump advised Diamondback in connection with a definitive purchase agreement to acquire 1,858 net leasehold acres in Martin County, Texas, representing a 28.8 percent working interest, for approximately $114.3 million, subject to certain adjustments. On February 18, 2014, Diamondback announced that it had entered into two other definitive purchase agreements to acquire an aggregate of 2,825 net acres in Martin County for approximately $174 million. As a result, in the past few days, Diamondback has entered into definitive agreements to acquire an aggregate of 4,683 net acres, representing a 72.6 percent working interest, for a total purchase price of $288.3 million, subject to certain adjustments. Diamondback intends to use the net proceeds from its equity offering and borrowings under its revolving credit facility to fund these acquisitions.

The offering deal team comprised Molay, senior counsel Irina Maistrenko and associates Ben Morgan and Rachel Evans. The acquisition deal team comprised Molay, partner Gabriel Procaccini and counsel Eric Muñoz.

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Akin Gump advised WMI Holdings Corp. in connection with a strategic investment in the company by KKR Management Holdings L.P. and KKR Fund Holdings L.P., subsidiaries of KKR & Co. L.P.

On January 30, KKR purchased approximately $11 million face amount of convertible preferred stock of WMI convertible into shares of common stock of the company for a conversion price of $1.10 per share. KKR also committed to purchase up to $150 million aggregate principal amount of subordinated 7.5 percent PIK notes, which may be issued in one or more tranches over a three-year period, each with a seven-year term from the date of initial issuance, subject to certain terms and conditions. Substantially all of the proceeds from the subordinated notes, if and when issued, would be used by the company to fund future acquisitions. In connection with the commitment, KKR has received five-year warrants to purchase approximately 61.4 million shares of WMI’s common stock, 30.7 million of which have an exercise price of $1.32 per share and 30.7 million of which have an exercise price of $1.43 per share. KKR also has the right for three years to participate up to 50 percent in equity offerings up to an aggregate of $1 billion by WMI subject to certain limitations, including a cap on ownership by KKR of 42.5 percent of WMI’s common equity.

Corporate practice head Kerry Berchem led the Akin Gump team advising WMI. John Howell, also a member of the corporate practice, provided valuable and significant assistance, as did Alan Laves, Julie Street and Will Holtzman. Howard Jacobson and Ron Grabov-Nardini of the firm’s tax practice gave additional support.

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A team of intellectual property lawyers at Akin Gump has won a trade secret case in the Eastern District of Texas against the medical device manufacturer Globus Medical.

Dr. Sabatino Bianco, an Arlington, Texas-based neurosurgeon, had sued Globus for misappropriation of trade secrets arising from Globus’s misuse of Dr. Bianco’s confidential information and product designs. The jury agreed and awarded more than $4 million in past damages, with future damages to be determined by the court at a later date.

The Akin Gump trial team, which spanned six of the firm’s offices, was led by intellectual property practice head Steve Zager. It was the second successful jury trial for him in the Eastern District in the past three months; in late 2013, Zager secured a defense verdict for Zynga in a patent suit. Zager was joined in this case by IP partner Chad Everingham, a former Eastern District judge making his first return in a trial to his former courtroom.

Other members of the trial team included partners Michael Simons and David Stein and counsel Emily Johnson. The group was assisted by senior counsel David Lawrence, and counsel Marwan Elrakabawy and Ifti Ahmed.

A team of intellectual property lawyers at Akin Gump has won a trade secret case in the Eastern District of Texas against the medical device manufacturer Globus Medical.

Dr. Sabatino Bianco, an Arlington, Texas-based neurosurgeon, had sued Globus for misappropriation of trade secrets arising from Globus’s misuse of Dr. Bianco’s confidential information and product designs. The jury agreed and awarded more than $4 million in past damages, with future damages to be determined by the court at a later date.

The Akin Gump trial team, which spanned six of the firm’s offices, was led by intellectual property practice head Steve Zager. It was the second successful jury trial for him in the Eastern District in the past three months; in late 2013, Zager secured a defense verdict for Zynga in a patent suit. Zager was joined in this case by IP partner Chad Everingham, a former Eastern District judge making his first return in a trial to his former courtroom.

Other members of the trial team included partners Michael Simons and David Stein and counsel Emily Johnson. The group was assisted by senior counsel David Lawrence, and counsel Marwan Elrakabawy and Ifti Ahmed.

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Akin Gump has once again been named to Global Arbitration Review’s GAR 100 guide to the top law firms with international arbitration capabilities. It is the third straight year in which the firm has been named to the list, which identifies “dependable counsel around the world who are versed in international arbitration.”

The GAR 100 - 2014 references highlights of Akin Gump’s international arbitration practice from the past year, including the defense of Houston-based Virasa Technologies in a $700 million International Criminal Court claim brought by a Korean industrial manufacturer affiliated with Hyundai and a “particularly spectacular enforcement action” in which the firm enforced an award won by the Eurotrain consortium against Taiwan High Speed Rail Corporation by arresting and impounding the then-largest container ship in the world.

The GAR 100, now in its seventh edition, serves as a guide to firms considered expert in international arbitration. Candidate firms go through an extensive evaluation process, including vetting by Global Arbitration Review’s researchers for the components that comprise specialization (reputation, work volume, experience), consultation with other firms, external sources and information proprietary to the publication.