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Deal Diary: V&E, Davis Polk on Denbury Sale to Exxon

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Published: July 19th, 2023
Denbury taps Vinson & Elkins, JPM and TPH&Co. on an agreement to sell to Exxon for $4.9 billion in stock, while Exxon uses Davis Polk.

Denbury Inc. (DEN) turned to Stephen M. Gill, Douglas E. Williams and Alex Robertson at longtime counsel Vinson & Elkins LLP on an agreement to sell to Exxon Mobil Corp. (XOM) for $4.9 billion in stock announced July 13.

Denbury, a Plano, Texas-based independent energy company, took financial advice from Jonathan W. Cox, Andrew P. Castaldo and Michael Johnson at JPMorgan Securities LLC and R.A. McDonough at TPH&Co. McDonough moved to TPH, a unit of Perella Weinberg Partners LP, from JPM last year.

Denbury chief administrative officer and general counsel James S. Matthews was a V&E partner before moving in house in 2012.

V&E advised Denbury in 2018 on a $1.7 billion agreement to buy Penn Virginia Corp., a deal the companies abandoned in the face of opposition from the target’s shareholders. The firm also advised the company in 2013 when it bought assets in Montana and North Dakota from ConocoPhillips (COP) for $1.05 billion and in 2012 when it sold Bakken assets in North Dakota and Montana to Exxon for $1.6 billion.

Exxon, a Spring, Texas based energy major, turned to Louis L. Goldberg, H. Oliver Smith and Shanu Bajaj of Davis Polk & Wardwell LLP for counsel. The deal is Exxon’s largest acquisition of a public company since its 2010 purchase of XTO Energy Inc. Exxon’s most recent public company deal of note was the $3.9 billion purchase of InterOil Corp. in 2017. Davis Polk advised Exxon on those two deals as well as the 1999 merger that created ExxonMobil.

Denbury shareholders will receive 0.84 ExxonMobil shares per Denbury share, consideration worth about $89.45 per Denbury share. The companies hope to close the deal in the fourth quarter of 2023, pending approvals from regulators and Denbury shareholders.

Exxon CEO Darren Woods said Denbury’s carbon capture and sequestration was a key reason for the deal.

Denbury joined The Deal’s Watch List and Crosshairs of possible activist targets in June 2021, given its potential appeal to supermajors such as Exxon or Chevron Corp. (CVX).

Also in 2021, ESG activist Engine No. 1 LLC elected three directors, including two renewable resources experts, to Exxon’s board in a proxy contest that went the distance.

Editor’s note: The original version of this article was published July 13, 2023, on The Deal’s premium subscription website. For access, log in to TheDeal.com or use the form below to request a free trial.

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