Martin Thomas

Partner

Corporate




T: +44 (0)20 7395 3015
mthomas@wedlakebell.com



Expertise

Martin is a corporate partner and heads up the firm’s capital markets practice. Martin specialises in advising on IPOs and secondary offerings of equity and debt on the London capital markets, corporate finance and M&A work, including cross-border and domestic acquisitions and disposals, joint ventures and private equity transactions. Previously named one of The Lawyer’s “UK Hot 100 Lawyers” and ranked by both Chambers and Partners and Legal 500, Martin advises clients operating in a variety of sectors, including oil and gas, renewable energy, natural resources and mining, financial services and early stage technology. During his legal career of 30 years, Martin has also held senior management positions including seven years as the European Managing Partner of a global law firm headquartered in the United States.


Recent Experience

  • In April 2019 Martin Thomas led the Wedlake Bell team advising his client Diversified Gas & Oil PLC (“DGO”), the US based owner and operator of natural gas, natural gas liquids and oil wells as well as midstream assets, on its acquisition of 107 producing gas wells in Appalachia and related surface rights from HG Energy II Appalachia, LLC for a total cash consideration of approximately $400 million funded by a combination of (i) a drawdown under DGO’s existing bank facility and (ii) the net proceeds of a placing of new shares on AIM raising gross proceeds of $234 million ($225 million net of expenses) for DGO. The share placing represents the London Stock Exchange’s largest E&P fundraise of 2019 and following this acquisition, DGO’s pro forma net daily production will rise to over 90,000 boe. The acquisition brings to almost $1.5 bn the value of DGO’s dealmaking since its AIM IPO in February 2017.
  • In October 2018 Martin led the Wedlake Bell team advising DGO on its acquisition of Core Appalachia Holding Co LLC (“Core”) from TCFII Core LLC  for a total consideration of $183 million comprised of a $130 million cash payment and the issuance of 35,000,000 new ordinary shares of 1 pence in DGO (the “Consideration Shares”) at an effective issue price of £1.15 ($1.51) per share. The cash payment of $130 million was funded through the assumption of the $93 million balance on Core’s revolving credit facility and an incremental draw of $40 million under DGO’s existing KeyBank debt facility. The Consideration Shares were admitted to trading on AIM on 12 October 2018 and are subject to a lock-in period of eight months and an orderly-market agreement for a further six months thereafter. DGO, already the largest producer on AIM, will raise its production to more than 70,000 barrels of oil equivalent per day with this acquisition, which adds about 11,000 boed from 5,000 wells spanning Kentucky, West Virginia and Virginia to the 60,000 boed from 51,000 existing wells which DGO already owns and operates across the Appalachian Basin. The Core acquisition also includes significant midstream assets including about 4,100 miles of pipelines and 47,000 horsepower of compression, which increases DGO’s total midstream assets to more than 10,500 miles of pipeline covering a significant portion of Kentucky and West Virginia.
  • In June 2018 Martin led the Wedlake Bell team which advised DGO on its conditional acquisition from EQT Corporation of approximately 11,250 additional producing wells located in the states of Kentucky, West Virginia and Virginia for an agreed consideration of $575 million satisfied in cash at completion using gross proceeds of (i) a $250 million placing of new shares on AIM and (ii) a new revolving debt facility of up to $1 billion.  Because of its size, the EQT acquisition constituted a reverse takeover under the AIM Rules requiring DGO shareholder approval and the re-Admission of the enlarged issued share capital of DGO to AIM.   This was the largest acquisition by an Oil & Gas company in the history of the AIM Market.
  • In June 2017 Martin advised DGO on its $84.2 million cash acquisition of certain gas and oil assets from Titan Energy, LLC funded through a $35 million placing of new shares on AIM and a new revolving debt facility of $110 million.    The Titan acquisition constituted a reverse takeover under the AIM Rules requiring DGO shareholder approval and the re-Admission of its enlarged issued share capital to AIM.  The Titan acquisition more than tripled DGO’s gross gas production and increased its gross oil production by 69 per cent.
  • In February 2017 Martin advised DGO on its AIM IPO and related $50 million placing of new shares, the largest oil and gas flotation in London since oil prices started to fall in mid-2014.
  • In 2015 and 2016 Martin advised DGO on its applications to the ISDX Growth Market for the admission of tranches of its £20 million 8.5% unsecured bonds, due 2020.
  • Other recent capital markets transactions led by Martin include his advising:
  • Charles Stanley Securities in its role as nominated adviser and broker on (i) the AIM IPO of building services company Bilby PLC and related share placings of new and existing shares to raise £4.1 million in aggregate and (ii) a £2.95 million secondary fundraising on AIM by Bilby PLC for the acquisition of Purdy Holdings Ltd for c. £8 milion;
  • Panmure Gordon (UK) Limited in its role as nominated adviser and broker on a subsequent £5 million secondary placing of new shares on AIM by Bilby PLC;
  • Allenby Securities in its role as nominated adviser and broker on the AIM IPO and £3.56 million placing of new shares by K&C REIT plc to acquire, develop and manage residential property assets in Central London;
  • European Investment Grade Properties PLC, a real estate investment company based in Germany, on its application to the Gibraltar Stock Exchange for the admission of up to £50 million of its 6.5% unsecured bonds, due 2023, the first ever bond listing on the Gibraltar Stock Exchange; and
  • Queros Capital Partners Plc, a high yield property investment company and international asset manager, on its application to the ISDX Growth Market for the admission of up to £20 million of its 8% unsecured bonds, due 2025.

Career History

Martin joined Wedlake Bell as a Partner in May 2018.

He graduated from the University of Reading with a Batchelor of Laws degree (LLB Hons) in 1985, completed the Solicitors Final Examinations at the College of Law in 1986 and qualified as a solicitor of the Supreme Court in England and Wales in 1988.

Martin became a Partner in 1993 and has since specialised in corporate finance and capital markets work in London.   From 2004 to 2011 Martin was the European Managing Partner of a global law firm headquartered in the United States.


Endorsements

Martin has previously been named one of The Lawyer’s “UK Hot 100 Lawyers” and ranked by both Chambers and Partners and Legal 500.

Rusty Hutson, Chief Executive Officer of Diversified Gas & Oil PLC, says “Martin has advised us on all of our bond and equity fundraisings in London over the past 4 years and related acquisitions. We turned again to Martin in April 2019 for our $400 million acquisition of producing gas assets from HG Energy , which required a $234 million placing of new shares on AIM. This followed a busy 2018 during which Martin advised us on (i) our acquisition of Core Appalachia for $183 million in October 2018 and (ii) our largest AIM fundraising to date, the $250 million share placing in June 2018 to help finance the $575 million acquisition of EQT Corporation. Martin is always extremely supportive, proactive and professional. I would have no hesitation in recommending him to other growing international companies and we look forward to working with Martin in the future as DGO continues to build its gas and oil asset base in the United States.”


Insights

Wedlake Bell advises Diversified Gas & Oil on $400 million acquisition of 107 producing gas assets and related $234M placing of new shares on AIM

Insights

WEDLAKE BELL SUCCESSFULLY ADVISES DIVERSIFIED GAS & OIL PLC ON MAJOR CAPITAL MARKETS TRANSACTION

Insights

Wedlake Bell advises Diversified Gas & Oil PLC on its latest acquisition