Leonard Wood

Mergers & Acquisitions

• Represented Texas Pacific Land Trust in its corporate reorganization into Texas Pacific Land Corporation (NYSE:TPL), with a market capitalization in excess of $6.2 billion on date of reorganization
• Represented conflicts committee of the board of directors of the general partner of an MLP in connection with the $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 $10.5 billion merger with Williams Partners L.P.
• Represented RSP Permian in its $9.5 billion merger with Concho Resources*
• Represented Rice Energy in its $6.7 billion merger with EQT Corporation*
• Represented Targa Resources Partners and Targa Resources Corp. in the $7.7 billion* acquisition of Atlas Pipeline Partners and Atlas Energy*
• Represented C&J Energy Services in its $2.86 billion merger with Nabors*
• Represented Eagle Rock Energy Partners in its $614 million merger with Vanguard Natural Resources*
• Represented CVR Partners in the $533 million acquisition of Rentech Nitrogen Partners*

Shareholder Activism

• Represented Gulfport Energy in its proxy contest defense against Firefly Value Partners
• Represented Argo Group International Holdings, Ltd. in its proxy contest defense against Voce Capital
• Represented Texas Pacific Land Trust in its proxy contest defense against SoftVest and Horizon Kinetics
• 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 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 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*
• 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 best practices, board of directors matters, investor relations, ESG matters and environmental shareholder activism, Rule 14a-8 practice and shareholder proposals, engagement with proxy advisory services (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 $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 $50 million line of equity commitment to Viola Oil & Gas, an exploration and production company*

*The above matters were handled by Leonard prior to joining Sidley.