Art of the Deal is an annual expert at Lexpert: the idea is to take readers behind the scenes of a deal. Trouble is, of course, the ones taking you behind the scenes are lawyers… fortunately, I’m exceedingly good at my job, and Art of the Deal has always been one of my favourite pieces to pull together. The September 2012 Art of the Deal (Lexpert) was published as Successful Energy. My working title for it was By The Book, because the way San Francisco’s URS Corporation approached its take out of Calgary-based Flint Energy Services was a pretty much textbook perfect exercise in due diligence and execution.
They tell you about deals like this in law school. Textbook, they call them—the deals that unfold just the way they should… And then they tell you that this is theory, and in real life, a deal will never play out like that.
Except that, Virginia, there is a Santa Clause, and everything on a deal can go right. All you need is an experienced buyer that knows exactly what it wants (and what it’s willing to pay), a prepared target that knows what it’s worth (and what it’s willing to give up), management teams that hit it off even when engaging in hardball negotiation, boards that know what fiduciary duty means, and financial and legal advisors who go the distance.
The Deal: URS Corporation / Flint Energy Services
Transaction Value: $1.25 billion
Transaction Timeline (in brief): First Approach, September 2011, First Offer December 2011, Final Offer January 2012, Deal Announcement February 2012, Deal Closing May 14, 2012
Executive Deal Teams
URS: Martin Koffel, CEO and Chairman of the Board of URS
H Thomas Hicks, CFO of URS
Flint: W.J. Lingard, President and CEO, Flint
Stuart O’Connor, Chairman of the Board, Flint
Paul Boechler, CFO, Flint
Legal Deal Teams:
URS: Joseph Masters, Vice-president and general counsel, URS
Charles Szurgot, securities and corporate counsel, URS
Osler Hoskin & Harcourt LLP team led by Frank Turner and Andrea Whyte
Additional US legal advice from Latham & Watkins LLP and Cooley LLP
Flint: Sean James, General Counsel
Bennett Jones LLP team led by David Spencer and Darrell Peterson
Additional US legal advice from Hall, Estill, Hardwick, Gable, Golden, & Nelson P.C.
URS: Morgan Stanley & Co. LLC
Flint: Credit Suisse Securities (Canada)