Leonard Wood

Mergers & Acquisitions

• Represented American National Insurance in its US$5.1 billion acquisition by Brookfield Asset Management Reinsurance Partners.
• Represented Texas Pacific Land Trust in its corporate reorganization into Texas Pacific Land Corporation, with a market capitalization in excess of US$6.2 billion on date of reorganization.
• Represented the conflicts committee of the board of directors of the general partner of an MLP in connection with the US$3.3 billion acquisition of the MLP’s outstanding public common units by its publicly traded parent corporation through a public merger.
• Represented financial advisor to a midstream company in its US$10.5 billion merger with Williams Partners L.P.
• Represented RSP Permian in its US$9.5 billion merger with Concho Resources.
• Represented Rice Energy in its US$6.7 billion merger with EQT Corporation.
• Represented Targa Resources Partners and Targa Resources Corp. in the US$7.7 billion acquisition of Atlas Pipeline Partners and Atlas Energy.
• Represented C&J Energy Services in its US$2.86 billion merger with Nabors Industries.
• Represented Eagle Rock Energy Partners in its US$614 million merger with Vanguard Natural Resources.
• Represented CVR Partners in the US$533 million acquisition of Rentech Nitrogen Partners.

Shareholder Activism

• Represented Quotient Technology in its proxy contest defense against Engaged Capital.
• Represented Comtech Telecommunications Corp. in its proxy contest defense against Outerbridge Capital Management.
• Represented Gulfport Energy in its proxy contest defense against Firefly Value Partners.
• Represented Argo Group International Holdings in its proxy contest defense against Voce Capital.
• Represented Newpark Resources, Inc. in connection with the investment of  Bradley L. Radoff.
• Represented Texas Pacific Land Trust in its proxy contest defense against Horizon Kinetics and SoftVest.
• Represented Luby’s in its proxy contest defense against Bandera Partners.
• Represented FujiFilm in litigation and related matters against Xerox, Carl Icahn, and Darwin Deason.
• Represented Cigna in the proxy contest defense of its merger with Express Scripts against Carl Icahn.
• Represented Innerworkings in connection with the investment of Engaged Capital.
• Represented InnerWorkings in its proxy contest defense against Engine Capital.
• Represented AmTrust Financial in its proxy contest defense of its going private transaction against Carl Icahn.
• Represented Rice Energy in the proxy contest defense of its merger with EQT Corporation against JANA Partners.
• Represented Simpson Manufacturing in its proxy contest defense against Iron Compass.
• Represented Fred’s Pharmacy in connection with the investment of Alden Global Capital.
• Represented Immunomedics in its proxy contest defense against venBio Select Advisor.
• Represented Ecology and Environment in its proxy contest defense against Mill Road Capital.
• Represented Bluescape Energy in its group investment with Elliott Management in NRG Energy.
• Represented magicJack VocalTec in its proxy contest defense against Carnegie and Kanen Wealth Management.
• Represented Alcobra in its proxy contest defense against Brosh Capital.
• Represented Stratus Properties in connection with its cooperation agreement with Oasis Management.
• Represented Ciber in its proxy contest defense against Legion Partners and Ameri Holdings.
• Represented Omega Protein in its proxy contest defense against Wynnefield Capital.
• Represented Rubicon Technology in its proxy contest against Paragon Technologies.
• Represented RiceBran Technologies in its proxy contest defense against LF-RB Management.
• Represented Investors Title in connection with the activist campaign by Groveland and GrizzlyRock.
• Represented O2Micro International in its proxy contest defense against Lone Star Value.
• Represented Endeavour International in its proxy contest defense against the Talisman Group.
• Represented VAALCO Energy in its proxy contest defense against Group 42 and BLR Capital.
• Represented Gastar Exploration in connection with its settlement agreement with Kleinheinz Capital.
• Represented Miller Energy in its proxy contest defense against Bristol Capital and Lone Star Value.

Corporate Governance and ESG Matters

• Routinely advises publicly traded corporations and master limited partnerships regarding corporate governance board of directors matters, investor relations, ESG matters, Rule 14a-8 shareholder proposals, proxy advisory firms (ISS and Glass Lewis), Exchange Act compliance, and stock exchange listing requirements.

Private Equity and Restructuring

• Represented Rubicon Oilfield International, a Warburg Pincus portfolio company, in the acquisition of Tercel Oilfield Products from Lime Rock Partners.
• Represented Warburg Pincus in its lead role in a US$600 million line of equity investment in Zenith Energy.
• Represented Zenith Energy in its acquisition of the Bantry Bay Oil Terminal in West Cork, Ireland from Phillips 66.
• Represented Double Eagle Energy Holdings, a portfolio company of Apollo Natural Resources Partners Funds I and II, in its merger with Veritas Energy.
• Represented Related Fund Management in the formation with an institutional investor of an investment vehicle dedicated to renovating multifamily real estate assets.
• Represented Talara Capital Management in its US$50 million line of equity commitment to Viola Oil & Gas, an exploration and production company.

*Some of the above matters were handled prior to joining Sidley.