Transactions

Chief Holdings LLC and Chief Midstream Holdings LLC

Thompson & Knight recently represented the owners of all of the membership interests in Chief Holdings LLC in the sale of their membership interests to Devon Energy Production Company, L.P., and the owners of all of the membership interests in Chief Midstream Holdings LLC in the sale of their membership interests to Crosstex Energy Services, L.P. for a combined purchase price of approximately $2.6 billion. The Chief companies were founded in the mid-1990's and, over the course of 10 years, became one of the largest gas producers in the Barnett Shale Field in North Texas. It was a great privilege for Thompson & Knight to assist the sellers in concluding this transaction on June 29, 2006.

Magnum Hunter Merges with Cimarex Energy Company

Thompson & Knight recently acted as legal counsel to Magnum Hunter Resources, Inc. in its merger with Cimarex Energy Co., in a deal valued at $4.5 billion including the assumption of debt. In November 2004, Magnum Hunter announced that it would pursue strategic alternatives to maximize its stockholders' value. The Thompson & Knight team assisted Magnum Hunter from the initiation of the bidding process through the closing of the merger with Cimarex. Although Magnum Hunter was acquired by Cimarex, a member of the Magnum Hunter board will continue as a director of Cimarex.

City of Austin

Thompson & Knight represented the City of Austin in the redevelopment of a 700-acre urban infill site formerly known as the Robert Mueller Municipal Airport in Austin, Texas. As threshold issues in the redevelopment, Thompson & Knight, in conjunction with outside economic advisors, evaluated the business and legal aspects of transferring land by long term ground leases compared to fee simple transfers and the economic feasibility of redevelopment based on a previously approved land development plan. The redevelopment of Mueller, which is estimated by the City of Austin to contain, result in the creation of a mixed-use community that is compact, pedestrian-scaled, and supportive of transit, and will contain a town center, employment centers, and residential centers having:

• 10,000 new residents
• 4,400 housing units for sale and rental and at least 25% of the residences designated for integrated affordable housing
• 2,500,000 square feet of office space
• 650,000 square feet of retail, including a Town Center district with ground-level retail, restaurants, entertainment and public-oriented activities, and upper-level office, multi-family residential, and lodging uses
• 630,000 square feet for the Dell Children's Medical Center of Central Texas
• Approximately 20 acres for the Austin Film Society complex
• Over 150 acres of open space, perimeter greenways with hike and bike trails, a community park with lake, residential play fields, neighborhood and pocket parks, a town park, and an elementary school site

Specifically, Thompson & Knight LLP represented the City of Austin in this transaction with the creation of PUD zoning and preparation of an Exclusive Negotiating Agreement, Master Development Agreement, land transfer documentation, restrictive covenants, design guidelines, phasing plans, license agreements and escrow agreements, while addressing issues regarding affordable housing, M/WBE participation, land disposition methods, Public Information Act, constitutional restraints on municipal indemnities and guaranties, gifts of public funds, environmental matters, and sovereign immunity.

In addition, Thompson & Knight represented the City of Austin in downtown mixed-use redevelopment consisting of mid-rise office buildings on City blocks ground leased for 99 years to Computer Sciences Corporation, ground floor retail areas, underground parking and tunnels, utilities infrastructure, a new City Hall, and two residential blocks. The CSC Improvements consist of two mid-rise office buildings, above-ground parking facilities, tunnels, and supporting infrastructure. The larger Redevelopment area includes a Central Chilled Water Plant, a TIF district, the two residential blocks, underground City parking, and the new City Hall. Related construction, which is now complete, includes the Austin City Hall and a block of rental residential developed by AMLI. The adjacent home of the Austin Museum of Art and a second AMLI residential block will complete the Downtown Redevelopment Project, with a third city block now reserved for municipal uses.

In 2005, the City of Austin was selected as one of eight cities to receive the prestigious James C. Howland Award for Municipal Enrichment at the National League of Cities. The City of Austin was the Silver winner in the population over 500,001 category for its Robert Mueller Municipal Airport Redevelopment Project.

Capitalization of Rosetta Resources Inc.

Thompson & Knight handled the $1.05 billion capitalization of Calpine Corporation's domestic oil and gas business that closed on July 7, 2005. Rosetta Resources Inc., the company formed in the capitalization, became a new client of the Firm and is expected to become a publicly traded company in early 2006.

After initially engaging Thompson & Knight to create a drilling fund to further develop its properties, Calpine turned to our attorneys for the capitalization, which included an $800 million private equity offering (including a $75 million over allotment option) by Rosetta coordinated by Friedman, Billings & Ramsey, and a credit facility for up to $500 million from BNP Paribas. Rosetta utilized $1.05 billion of the equity and debt proceeds to acquire from Calpine all of its domestic oil and gas properties. The Thompson & Knight team that structured the deal handled the entire transaction including the formation of the new Rosetta entities, the equity and debt financings, transfer of the newly created equity interests, the oil and gas property transfers and related service agreements, credit facility, employee and compensation issues, and tax advice.