As the Texas oil and gas market continues to consolidate, Kirkland & Ellis is representing Callon Petroleum Co. in its pending acquisition of Carrizo Oil & Gas Co., which turned to Baker Botts for the all-stock transaction valued at $3.2 billion.

The $3.2 billion value includes Carrizo's net debt and preferred securities.

The companies, both based in Houston, announced Monday that their boards of directors unanimously approved a definitive agreement for Callon to acquire Carrizo, creating a larger oil and gas company with assets in the Permian Basin and the Eagle Ford Shale.

“This is a combination of two companies seeking increased scale, both on the operational side and on the investor side,” said Sean Wheeler, a Kirkland partner in Houston who helped lead Callon's team.

“A lot of companies of this size are looking to either buy or sell in order to combine to get greater scale to compete more effectively. … It's part of a continuing trend,” he said.

Gene Oshman, a partner at Baker Botts in Houston who has represented Carrizo since its initial public offering in 1997, echoed Wheeler's comments that the transaction is a further example of consolidation in the industry.

“These companies do have overlapping assets. It's the sort of transaction people are expecting,” he said.

Once the transaction closes, Callon shareholders will own about 54% of the combined company and Carrizo shareholders about 46%.

The deal is expected to close during the fourth quarter, subject to customary closing conditions, regulatory approvals and approval from shareholders of both companies.

In addition to Wheeler, the Kirkland team for Callon is led by corporate partners Doug Bacon and Anthony Speier, of Houston, as well as Alex Rose and Lanchi Huynh, of Dallas. Others are tax partner David Wheat of Houston and Dallas; debt finance partners Mary Kogut Brawley and William Bos, both of Houston; executive compensation partner Scott Price of New York; antitrust partners Ian John and Christina Shin, of New York, and Carla Hine of Washington, D.C.; government and internal investigations partner Asheesh Goel of Chicago and Washington, D.C., and Nick Niles of Chicago; environmental transactions partner Paul Tanaka of Houston and San Francisco; employee benefits partner Alexandra Mihalas of Chicago; and labor and employment partner Michael Schulman of Washington, D.C.

The Baker Botts team for Carizzo includes corporate partners Gene Oshman and Jim Marshall, both of Houston; employee benefits partner Rob Fowler of Houston; tax partners Derek Green and Jon Lobb, both of Houston; finance partner Andrew Thomison of Houston; and antitrust partner Thomas Fina of Washington, D.C.

At Carrizo, Gerald Morton, general counsel and vice president of business development, is working on the transaction, along with associate general counsel Mike Kennington.