The DOJ ruling last week was particularly important in this transaction because Hercules Offshore is purchasing the assets from Seahawk as a debtor-in-possession under the Bankruptcy Code. The parties were concerned that the issuance of a second request and the delay in responding to a subpoena would be fatal to the transaction. DOJ clearance also cleared the way for Bankruptcy Court approval of the sale of assets, which was received on April 5. The asset sale is tentatively scheduled to close on or about April 20.
The Hart-Scott-Rodino Act provides for truncated 15-day waiting periods (instead of 30 days) for acquisitions in bankruptcy. The Antitrust Division conducted an intensive investigation into the proposed acquisition of assets and asserted that the parties had a combined share in excess of 80 percent in the relevant market. Using a pull and refile HSR strategy, the parties were able to successfully develop and assert a “failing firm” defense for Seahawk, leading the Antitrust Division to close its investigation.
Baker Botts’ expanded antitrust team -- former Howrey lawyers who joined the firm in March -- represented Hercules Offshore in the DOJ matter. Hercules Offshore is a shallow water-drilling contractor headquartered in Houston. The antitrust group has represented Hercules Offshore in past transactions.
About Baker Botts L.L.P.
Baker Botts is an international law firm with over 725 lawyers and a network of 13 offices around the globe. Based on our experience and knowledge of our clients’ industries, we are recognized as a leading firm in the energy, technology and life sciences sectors. Throughout our 170-year history, we have provided creative and effective legal solutions for our clients while demonstrating an unrelenting commitment to excellence. For more information, please visit www.bakerbotts.com.