On July 11, 2014, Noble Corporation plc (NYSE: NE) announced that its board of directors approved the spin-off of Paragon Offshore plc, a wholly-owned subsidiary of Noble, through a pro rata distribution of an aggregate of 84,753,393 Paragon ordinary shares to the holders of Noble ordinary shares. Noble shareholders will receive one ordinary share of Paragon for every three ordinary shares of Noble held at 5:00 p.m., New York City time, on the record date of the distribution, July 23, 2014. No fractional Paragon shares will be issued; however, shareholders entitled to receive a fractional Paragon share in the distribution will instead receive the cash value of that fractional share. Subject to the satisfaction of the conditions to the spin-off, the distribution is expected to occur on August 1, 2014. Noble first announced its plan to separate Noble’s standard specification business in September 2013. Following the distribution of the Paragon ordinary shares, Paragon will be a separate, publicly traded company, and Noble will not retain any ownership interest in Paragon. Paragon has applied to list its ordinary shares on the New York Stock Exchange under the symbol “PGN.”

In connection with the spin-off, Paragon executed debt financings of approximately $1.73 billion, including a private offering of senior notes under Rule 144A and a term loan financing. Paragon also entered into an $800 million revolving credit facility. (more…)

www.bakerbotts.com

A team of attorneys from Andrews Kurth LLP served as project development counsel to NRG Energy Inc. in the company’s joint venture with JX Nippon Oil & Gas Exploration Corp. to build the world’s largest post-combustion carbon capture and sequestration (CCS) facility on an existing coal plant in Fort Bend County, Texas.

The Petra Nova Carbon Capture Project at the W.A. Parish Power Plant Facility will capture 90 percent of the carbon dioxide (CO₂) from processed flue gas, or approximately 1.6 million tons of CO₂ annually. The CO₂ will be delivered through an 82-mile pipeline for enhanced oil recovery at the West Ranch Oil Field in Jackson County, Texas. The West Ranch Oil Field is estimated to contain more than 60 million barrels of oil, available through enhanced recovery operations. (more…)

www.andrewskurth.com

Akin Gump served as legal advisor to London Broadcasting Company, a portfolio company of SunTx Capital Partners, in the sale of six of its television stations in Texas to Gannett Co., Inc. for $215 million. The deal closed on July 8, 2014. (more…)

www.akingump.com

Martin Marietta Materials, Inc. and Texas Industries, Inc. announced that the Boards of Directors of both companies have unanimously approved a definitive merger agreement under which Martin Marietta will acquire all of the outstanding shares of Texas Industries common stock in a tax‑free, stock‑for‑stock transaction valued at US$2.7 billion. Cravath represented Martin Marietta in connection with this transaction. (more…)

www.cravath.com

Akin Gump served as counsel to Diamondback Energy, Inc. in the pricing of an underwritten public offering of two million shares of its common stock by certain selling stockholders at a price to the public of $90.04 per share. The total deal size is $180 million. (more…)

www.akingump.com

LINN Energy, LLC (Nasdaq:LINE) and LinnCo, LLC (Nasdaq:LNCO) announced today that LINN has signed a definitive agreement to acquire assets in five U.S. operating areas from Devon Energy Corporation (NYSE:DVN) for $2.3 billion. The asset package is comprised of approximately 900,000 net acres across the Rockies, Mid-Continent, east Texas, north Louisiana and south Texas regions with approximately 4,500 total wells. LINN has identified over 1,000 future drilling locations and over 600 recompletion opportunities. LINN has secured $2.3 billion of committed interim financing for the acquisition of Devon assets, subject to final documentation. The financing was lead arranged by Scotiabank and included Barclays, RBC Capital Markets and Wells Fargo. (more…)

www.bakerbotts.com