Ryan D. Gorsche

Experience

Mergers and Acquisitions

• Represented ORIX Corporation USA (a subsidiary of ORIX Corporation) in its acquisition of Lancaster Pollard Holdings.
• Represented Newfield Exploration Co. in its approximately $5.5 billion acquisition by Encana Corp.
• Represented Primoris Services Corporation in its acquisition of Willbros Group, Inc.
• Represented SoftBank Group Corp. in its $3.3 billion acquisition of Fortress Investment Group LLC.
• Represented Innospec Inc. in its $225 million acquisition of Huntsman Corporation’s European surfactants business.
• Represented Outfront Media Inc. in its acquisition of Reynolds Outdoor Media, Inc.
• Represented WPX Energy, Inc. in its $2.75 billion acquisition of RKI Exploration & Production, LLC.
• Represented Burlington Northern Santa Fe Corporation in its $44 billion acquisition by Berkshire Hathaway Inc.
• Represented LIN Media LLC in its $1.6 billion acquisition by Media General Inc.
• Represented CEC Entertainment, Inc. (Chuck E. Cheese) in its $1.3 billion acquisition by Apollo Global Management.
• Represented McMoRan Exploration Co. in its $2.2 billion acquisition by Freeport-McMoRan Copper & Gold Inc.
• Represented private equity sponsor in its acquisition of approximately $1 billion insurance claims-adjuster.
• Represented General Motors in its $4.2 billion acquisition of Ally Financial’s European and Latin American auto finance operations and its share in a Chinese joint venture.
• Represented Johnson & Johnson in its $1.1 billion acquisition of Mentor Corporation.
• Represented Johnson & Johnson in its $170 million acquisition of HealthMedia, Inc.
• Represented IBM in its acquisition of National Interest Security Company LLC.
• Represented numerous banks (including, J.P. Morgan, Goldman Sachs and Credit Suisse) in arrangement of numerous acquisition financings and syndicated loans.
• Represented Rowan Companies plc in its $12 billion combination with Ensco plc.
• Represented Perella Weinberg Partners in its business combination with Tudor, Pickering, Holt & Co.

Private Equity and Investments

• Advised Ascent Resources in its equity investment by Riverstone and the simultaneous acquisition of Utica Shale assets from Salt Fork Resources, a Riverstone-backed company.
• Represented Fir Tree Partners and Crestline Investors in their $110.5 million acquisition of the assets of Emerald Oil, Inc.
• Represented funds managed by Apollo Global Management, LLC in connection with a $200 million equity commitment to Freestone Midstream Holdings, LLC to invest in water assets serving the oil and gas industry with an initial focus on the Powder River Basin in Wyoming.
• Represented Guggenheim Partners, LLC in its minority investment (for an undisclosed price) in Safe Harbor Marinas, a portfolio company of American Infrastructure Funds.
• Represented Providence Equity Partners in provision of equity to Blackboard Inc. in connection with Blackboard's $260 million tender offer for Higher One Holdings, Inc.
• Represented Magnetar Capital and GSO Capital Partners in connection with a co-investment in $450 million of preferred securities.
• Represented Lindsay Goldberg in connection with its investment in Bedrock Industries, a privately funded holding company focused on investments in the minerals and mining sectors.

Sales and Other Transactions

• Represented a consortium led by Mubadala Investment Company in the sale of its approximately 60% equity interest in EMI Music Publishing to Sony Corporation of America, in a transaction valued at approximately $4.75 billion.
• Represented Approach Resources in its $130 million initial exchange of senior notes held by the majority noteholder for new common shares of Approach, and a follow-on exchange offer for the remaining notes for new common shares of Approach.
• Represented Apco Oil & Gas International, Inc. (a subsidiary of WPX Energy, Inc.) in its $430 million sale to Pluspetrol Resources Corp.
• Represented private equity sponsor in its approximately $900 million sale of manufacturing company.
• Represented Apache Corporation in its $3.1 billion sale of a one-third minority interest in its Egypt oil and gas business to Sinopec International Petroleum Exploration and Production Corporation.
• Represented Brazos Private Equity Partners, LLC in its sale of Ennis-Flint.
• Represented Capital Z Partners in its sale of its portfolio company, PGC Holdings Corp. (Permanent General Companies) to American Family Insurance.
• Represented Barnes & Noble in its adoption of a “poison pill” and successful takeover defense against Ron Burkle and The Yucaipa Companies.
• Represented Magnesita Refratarios S.A. in its joint venture with Krosaki Harima Corporation.

Other Corporate Representation

• Represented members of an ad hoc group of secured lenders with respect to certain corporate governance and related matters in connection with the Chapter 11 restructuring of Magnum Hunter Resources Corporation.
• Represented members of an ad hoc group of secured lenders with respect to certain corporate governance and related matters in connection with the Chapter 11 restructuring of Seventy Seven Energy Inc.
• Advised investment banks in connection with their M&A advisory services and rendering of fairness opinions.
• Represented Chief Executive Officer in connection with his retirement and departure from a public company.

Memberships

• American Bar Association, Public Company Deal Points Study: Working Group Member (2017)