Pacific Rubiales acquires Petrominerales

Pacific Rubiales Energy Corporation announced the completion of its US$1.6 billion acquisition of Petrominerales Ltd. pursuant to a plan of arrangement. Pacific Rubiales acquired all of the outstanding common shares of Petrominerales for $11 cash per share in addition to one common share of the newly formed entity, Alvopetro Energy Ltd. 

Originally announced on Sep. 29, 2013, the arrangement was approved by Petrominerales shareholders on Nov. 27, 2013.  Final regulatory approvals for the transactions were obtained the following day.   

On Nov. 26, 2013, Pacific Rubiales announced the closing of its US$1.3 billion senior unsecured notes offering at a rate of 5.375 per cent due 2019, the net proceeds of which were used by the Company to finance the acquisition of Petrominerales. On Dec. 12, 2013, Pacific Rubiales announced the closing of its US$300 million senior unsecured notes offering at a rate of 7.25 per cent due 2021, the net proceeds of which were used by the Company for general corporate purposes.

Pacific Rubiales was represented by an in-house team led by Peter Volk and included Alejandra Bonilla-Lagos and Melissa Krishna, with assistance from Norton Rose Fulbright Canada LLP with a team led by Jorge Neher (M&A, infrastructure, mining and commodities), which included Crispin Arthur, Terence Dobbin, Luis Carlos Neira, Ava Yaskiel, Paul Fitzgerald, Peter Wiazowski, Emmanuel Grondin, Matthew Hall, Andrés Afanador, Krista Treasure and Nathan Hillier (M&A and corporate finance); Adrienne Oliver and Jessica Lyn (tax); Kevin Ackhurst (antitrust and competition); Santiago González Rojas (energy) and Steven Leitl (litigation). 

Pacific Rubiales was represented in the US by Proskauer Rose LLP with a team led by Carlos Martinez and including David Fenwick (finance), Martin Hamilton (tax), Erin Fogarty (capital markets), Michael McCourt (finance) and Lorena Sarmiento (corporate).

Petrominerales was represented by an in-house team of Andrea Hatzinikolas and James Maclean, with assistance from McCarthy Tétrault LLP and Torys LLP. The team from McCarthy Tétrault included James Pasieka, Douglas Yoshida, Tom Cotter, Mark Franko, Xiaodi Jin and Jeremy Busch-Howell (M&A and corporate) and Oliver Borgers (competition). The team from Torys included Janan Paskaran, Tony Cioni and Yvan Moquin (M&A and corporate); Kevin Fougere (lending), Chris Roehrig (US securities), Craig Maurice and Richard Johnson (Canadian tax), and James Guadiana and David Mattingly (US tax).

The purchasers of the US notes were represented in the US by Skadden, Arps, Slate, Meagher & Flom LLP with a team led by Alejandro Lazzeri and Andrea Nicolas; and in Canada by Osler, Hoskin & Harcourt LLP with a team of Rob Lando, Michael Hart, Evan Low and Justin Lang (corporate finance) and Gregory Wylie (tax).