Concentration

Mergers and acquisitions, securities offerings, corporate control and governance issues and general corporate matters

Summary

David Kirkland is Chair of the firmwide Corporate Practice. His principal areas of concentration are mergers and acquisitions, securities offerings, corporate control and governance and general corporate matters.

Mr. Kirkland has extensive experience representing numerous parties and investment banking firms in mergers and acquisitions, including negotiated acquisitions and dispositions, controlled auctions, tender offers and related financings. Mr. Kirkland has been involved in many of the largest mergers in the oilfield service sector. He has participated in numerous contested takeovers and proxy fights and has assisted many clients in the analysis of their defensive posture and the adoption of "poison pill" rights plans. Mr. Kirkland also counsels clients in transactions involving special committees formed to deal with interested party or conflict of interest issues.

Mr. Kirkland also has substantial experience representing issuers, underwriters and selling shareholders in numerous registered public offerings, including initial public offerings and shelf registrations, and in Rule 144A transactions and private placements. He advises issuers in a wide variety of industries, including oilfield services, contract drilling, oil and gas exploration and production, food products, electronics and technology and entertainment.

Representative Engagements

Mergers and Acquisitions

• Pride International, Inc. – $8.6 billion acquisition by Ensco plc
• John Wood Group plc – $2.8 billion sale of Well Support Division to General Electric Company
• Schlumberger Limited –  $11 billion acquisition of Smith International, Inc.
• McMoRan Exploration Co. – $818 million acquisition of Gulf of Mexico shelf properties from Plains Exploration & Production Company
• East Resources, Inc. – $4.7 billion acquisition by Shell Oil Company
• Perot Systems Corporation – $4.0 billion acquisition by Dell Inc.
• Pride International, Inc. – $280 million spin-off of Seahawk Drilling, Inc.
• Pride International, Inc. – $1.0 billion sale of Latin American land and E&P services operations to GP Investments Ltd.
• Hydril Company – $2.1 billion acquisition by Tenaris S.A.
• Schlumberger Limited – $2.4 billion acquisition of a 30 percent joint venture interest in WesternGeco from Baker Hughes Incorporated
• Pumpco Services, Inc. – $180 million acquisition by Complete Production Services, Inc.
• Imperial Sugar Company – $55 million sale of Holly Sugar Corporation subsidiary to Southern Minnesota Beet Sugar Cooperative
• CenterPoint Energy, Inc. – $3.6 billion sale and going-private transaction involving Texas Genco Holdings, Inc.
• Evergreen Resources, Inc. – $2.5 billion acquisition by Pioneer Natural Resources Company
• GlobalSantaFe Corporation – $317 million sale of land drilling business to Precision Drilling Corporation
• Imperial Sugar Company – $115 million sale of Diamond Crystal Brands to Hormel Foods Corporation
• Independent directors of Pure Resources, Inc. – $480 million acquisition of the outstanding publicly held minority interest by Unocal Corporation
• Dynegy Inc. – proposed $23 billion acquisition of Enron Corp., the subsequent termination of the agreement, and related litigation, including issues regarding Enron's bankruptcy and Dynegy's acquisition of Northern Natural Gas Pipeline from Enron
• Global Marine Inc. – $3 billion merger-of-equals transaction with Santa Fe International Corporation to form GlobalSantaFe Corporation
• Schlumberger Limited – $5.3 billion acquisition of Sema plc, a U.K.-based IT and technical services company
• Cabot Oil & Gas Corporation – $230 million acquisition of Cody Corporation, a private oil and gas company headquartered in Denver
• Pride International, Inc. – $2 billion merger transaction with Marine Drilling Companies, Inc.
• Independent Directors' Committee of Howmet International Inc. – proposal by its 85 percent stockholder to cash out the public minority stockholders and the ultimate acquisition of the company by Alcoa Inc.
• Schlumberger Limited – spin-off of Sedco Forex Holdings Limited and the $3.5 billion merger of Sedco Forex with Transocean Offshore Inc. to create Transocean Sedco Forex Inc.
• Goldman, Sachs & Co. as financial advisor to SIGCORP, Inc. – $1.5 billion merger of equals with Indiana Energy, Inc.
• Baker Hughes Incorporated – $5 billion acquisition of Western Atlas Inc.
• Merrill Lynch as financial advisor to PanEnergy Corp – $7.7 billion merger with Duke Power Company
• Houston Industries Incorporated (now Reliant Energy, Incorporated) – $3.8 billion cash and stock acquisition of NorAm Energy Corp.

Securities Offerings

• C&J Energy Services, Inc. – $350 million initial public offering of common stock
• CenterPoint Energy, Inc. – $315 million public offering of common stock, $280 million public offering of common stock, $500 million public offering of general mortgage bonds and $300 million public offering of senior notes; $550 million Rule 144A offering of senior notes for CenterPoint Energy Resources Corp.
• Cabot Oil & Gas Corporation – $275 million public offering of common stock
• Southeast Supply Header, LLC – $375 million Rule 144A initial offering of senior notes
• Spectra Energy Corp. – $450 million public offering of common stock and $300 million public offering of senior notes
• GlobalSantaFe Corporation – $980 million and $800 million public offerings of common stock, with proceeds used to purchase common stock held by Kuwait Petroleum Corporation, and Rule 144A offering of $250 million of senior notes
• Dril-Quip, Inc. – $160 million public offering of common stock
• Westlake Chemical Corporation – $175 million secondary public offering of common stock, $250 million public offering of senior notes, $180 million common stock initial public offering, and $380 million Rule 144A initial offering of senior notes and related financings
• Schlumberger Limited – Rule 144A offerings of $3 billion of senior notes and $1.425 billion of convertible notes and related debt tender offers
• Pride International, Inc. – 18 offerings of debt and equity securities aggregating approximately $4.85 billion
• Waste Management, Inc. – 8 offerings of senior notes aggregating approximately $4.85 billion
• American General Corporation – offerings of $100 million, $100 million and $150 million of senior notes
• Gulfstream Natural Gas System, L.L.C. – $300 million Rule 144A offering of senior notes
• Texas Eastern Transmission L.P. – $300 million Rule 144A offering of senior notes, $400 million Rule 144A offering of senior notes
• Cameron International Corporation – $500 million Rule 144A offering of senior convertible notes
• Newfield Exploration Company – offerings of $750 million of senior notes, $700 million of senior subordinated notes, $600 million of senior subordinated notes, $550 million of senior subordinated notes, $323 million of senior subordinated notes, $280 million of common stock, $131 million of common stock, $250 million of senior subordinated notes, $175 million of senior notes and $125 million convertible quarterly income preferred securities (QUIPS)
• ConocoPhillips – $6 billion multi-tranche registered senior notes offering and $1.5 billion multi-tranche registered senior notes
• Conoco Inc. – $4 billion multi-tranche registered senior notes offering and $4.4 billion initial public offering of common stock
• Imperial Sugar Company – $175 million refinancing of credit facilities
• John Wood Group plc – listing on the London Stock Exchange and prior proposed U.S. initial public offering
• Schlumberger Technology Corporation – initial offering of $1 billion of senior notes
• Global Marine Inc. – public offering of $300 million of zero coupon convertible notes, public offering of $300 million of senior notes and Rule 144A offering of $300 million of senior notes
• Cal Dive International, Inc. – $90 million and $200 million public offerings of common stock
• Drilex International Inc. – $40 million initial public offering of common stock

Publications, Speeches and Presentations

• Speaker, "SEC Regulatory Update," 2011 KPMG Global Energy Conference, Houston, May 2011
• Institute Co-Chair and Speaker, SEC Hot Topics Institute, West Legal Works, Houston, May 2008
• Institute Co-Chair and Speaker, "2007 Proxy Season Review and a Look to 2008," SEC Hot Topics Institute, West Legal Works, Houston, May 2007
• Co-Chair and Speaker, "M&A 2006: Hot Topics, Trends, and the Role of Counsel," Texas General Counsel Forum, Houston, February 2006
• Institute Co-Chair and Speaker, "Emerging Trends on Director Liability Issues, Including Disney and the WorldCom and Enron Settlements," SEC Hot Topics Institute, Glasser Legal Works, Houston, May 2005
• "The 'Plain English' Rules," The University of Texas Securities Regulation and Business Law Problems Conference, Dallas, February 2000