Haynes and Boone Advises Newfield in TXCO Asset Purchase

Haynes and Boone, LLP represented Newfield Exploration Co. in Thursday's purchase of assets in the Maverick Basin of Southwest Texas from TXCO Resources Inc., a San Antonio-based oil and natural gas exploration and development company.

Newfield and the Anadarko Petroleum Company are the purchasers of substantially all the assets of TXCO for $310 million pursuant to an order of the United States Bankruptcy Court for the Western District of Texas.

The Haynes and Boone team was led by bankruptcy/business restructuring Partner Charles A. Beckham Jr. Team members included bankruptcy/business restructuring Partner Eric Terry and associates Abi Ottmers, Chris Castillo and Stephen Manz; energy partners Buddy Clark and Brad Richards; tax partner Ken Bezozo; appellate Partner Kendyl Hanks; and litigation Partner Marty Brimmage.

"The Haynes and Boone team was integral to coordinating this extremely complex asset purchase," said Darrell R. Jones, Newfield Exploration Company's in-house legal counsel. "Many parties doubted that a deal could be struck that paid all TXCO creditors in full and matched the properties with the right buyers. But the legal and business skills of Haynes and Boone, coupled with the ample expertise of Cox Smith, made it happen."

Representing TXCO was Deborah D. Williamson of the Cox Smith law firm and a team of shareholders and associates from across the firm's bankruptcy, litigation, corporate, energy and tax practice areas. Cox Smith shareholders Patrick Huffstickler, Tom Rice, Will Liebmann, Tobin Olson, Matt Parkin, Jon Ray, Tom Rice, David Roth and Marty Truss were key members of the team.

Anadarko was represented by Lydia Protopapas and Brenda Funk of Weil Gotshal & Manges LLP.

FTI Consulting, Inc. was the financial advisor to TXCO, led by Albert S. "Bert" Conly and assisted by Lawrence Manning and Clark Ansel. Cox Smith and FTI began to assist TXCO's management in negotiations with lenders beginning in March 2009. Once a commitment for post-petition financing was obtained in an amount sufficient to avoid the need for immediate liquidation, Chapter 11 was filed on May 17, 2009. Cox Smith and FTI played an instrumental role throughout the bankruptcy case, including obtaining approval of the financing over numerous objections, putting the sale process in place, introducing potential purchasers, and ultimately negotiating the terms of the sale.

"We are pleased with the result of this case because we anticipate that all the creditors will be paid in full with interest," Ms. Williamson said. "In addition, common equity will receive $10 million or approximately $.25 for each share of TXCO common stock. A monetary recovery by common shareholders is extremely rare in bankruptcy cases. Cox Smith and FTI were able to help TXCO find the right companies to purchase the assets. In large part, the success is attributable to the commitment of the management of TXCO to pay all creditors in full."


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