Deal activity slowed down the week of Oct. 31 through Nov. 6, with only $2.38 billion worth of reported deals across 15 transactions versus $4.7 billion across 17 the previous week. Several private deals didn’t announce terms, so that may have skewed the numbers.
The transactions ranged from oil and gas asset sales to industrial deals (including one involving robotics) to private equity fundraisings and commitments to planned software and banking IPO’s. The biggest: American Midstream Partners’ $815 million purchase of Southcross Energy Partners, which involved 37 Texas lawyers, followed by Oil Search’s $400 million Alaskan property acquisition from Armstrong Energy and GMT Exploration Co., which involved 15 in-state attorneys.
Herewith are the week’s Texas M&A deals and securities offerings:
Gibson Dunn, AKK, Locke Lord, Akin Gump, Jones Day advise on American Midstream’s $815M purchase of Southcross
The biggest deal by far that involved Texas lawyers was American Midstream Partners’ purchase of Southcross Energy Partners and assets of parent Southcross Holdings announced Nov. 1 for $815 million in stock. And much like typical midstream deals involving master limited partnerships, there were a lot of lawyers involved.
As The Texas Lawbook reported earlier, Gibson, Dunn & Crutcher is representing Houston-based American Midstream with a team that includes partners Tull Florey and Hillary Holmes in Houston, corporate associates Needhi Vasavada in Dallas and Justine Robinson in Houston and tax partner James Chenoweth in Houston. American Midstream’s in-house counsel on the deal is Associate General Counsel Tom Leslie.
Andrews Kurth Kenyon is counseling the private equity firm, ArcLight Capital Partners, which owns about 27 percent of American Midstream’s shares. The Houston-based team includes partners Mike O’Leary, Tom Ford, Angela Richards, Allison Mantor and Matt Grunert and associates Freddy Feldman, Garrett Hughey and Jared Grodin.
Locke Lord is serving as legal counsel to Dallas-based Southcross Holdings and Southcross Energy. The team is being led by partners Michelle Earley in Austin and Bill Swanstrom and senior counsel Ann Williams in Houston.
Other Locke Lord attorneys working on the deal are partners John Arnold, Michael Blankenship, Jerry Higdon, Ed Razim, Mitch Tiras and Jeff Wallace; senior counsel Michelle Gutierrez-Begin; associates Elizabeth Corey, Laura Ferguson, Emily Hejl, Kerstie Moran, Ben Smolij and Burke Wendt, all of Houston; and partner Van Jolas in Dallas. The firm’s Boston, Chicago and New York offices also are helping out.
Akin Gump Strauss Hauer & Feld is counseling the conflicts committee of Southcross Energy, including partners John Goodgame, Lisa Hearn and Alison Chen and associates Chase Armbrust and Leana Garipova, all of Houston.
Jeff Dinerstein, a partner at Jones Day in Houston, is advising the special committee of Southcross Holdings. Southcross’ general counsel is Kelly Jameson.
Baker Botts Aids Oil Search on $400M Buy from Armstrong, GMT
Baker Botts won a good-sized asset deal this past week, advising Australia’s Oil Search on its agreement to acquire oil properties in the Alaska North Slope from privately-owned companies Armstrong Energy and GMT Exploration Co. for $400 million. It also has an option to buy more assets for another $450 million.
The team included partner Hugh Tucker in Houston, senior associate Coleson Bruce in Austin and associates Luke Burns, John Craven, Alia Heintz and Alastair Papworth, all of Houston. Others included partner Mike Bengtson in Austin, senior associate John Kaercher in Austin and associates Rachel Ratcliffe and Allison Lancaster, both of Austin; partner Aileen Hooks in Austin and associate Samia Broadaway in Austin; and partner Ron Scharnberg in Houston and associate Katie McEvilly in Houston. Lawyers from the firm’s Washington, D.C. office also pitched in.
Goldman Sachs and Macquarie Capital provided financial advice to Oil Search, whose general counsel is Michael Drew in Sydney.
Oil Search said the acquisition will provide it with world class oil assets adjacent to existing infrastructure and complement its gas portfolio in Papua New Guinea.
Denver firm Lewis Bess Williams & Weese represented Armstrong and GMT, which used Latham & Watkins as special counsel. That team included partner Michael Dillard in Houston and attorneys in the firm’s Washington, D.C., and New York offices. They received financial advice from Houston-based investment bank Tudor, Pickering, Holt and Co.
Anadarko continues divestiture program with $350M Moxa sale
Anadarko Petroleum Corp. was able to sell another package of properties to help finance more promising prospects, this time its Moxa natural gas assets in Wyoming to an unnamed buyer for $350 million. Al Walker, CEO of the Woodlands-based company, said he expects the deal to boost its per-barrel margins.
Anadarko’s outside counsel couldn’t be determined by press time, although the company has used Vinson & Elkins and Latham & Watkins on deals in the past (including Michael Darden, who left Latham to be partner-in-charge of Gibson Dunn’s new Houston office earlier this year). Sources suspect the deal was handled in-house.
Anadarko’s top legal mind is Robert “Bobby” Reeves, whose official title is executive vice president of law and chief administrative officer. The Louisiana State-trained lawyer joined Anadarko in 2004 as senior vice president of corporate affairs and law. He previously was general counsel at Ocean Energy Inc. and at Flores & Rucks Inc., a predecessor to Ocean (Ocean was acquired by Devon Energy in 2003 for $5.3 billion). Before Ocean, he was a partner in the energy section of the Onebane Law Firm in Lafayette, La.
Talen sells pipeline to New Jersey Resources’ Adelphia Gateway for $166M
Talen Energy Corp. said Nov. 2 it sold an 84-mile, former oil pipeline in Pennsylvania to New Jersey Resources unit, Adelphia Gateway, for $189 million, including $23 million in contingencies, which completes its $325 million divestiture program announced earlier this year.
Advising Talen were UBS and Bracewell, whose team was mostly based out of New York and Washington, D.C., but included Houston partner Heather Palmer on environmental matters and Houston associate Molly Butkus on energy and finance matters.
Bracewell has handled past deals for Talen, including its purchase of power plant operator Mach Gen in 2015 for $1.17 billion (which Palmer worked on).
Talen’s general counsel is Tom Douglass, who is based in Allentown, Pa. Before joining Talen, the University of Georgia-trained attorney was assistant general counsel of PPL Corp. and counsel at Sutherland Asbill & Brennan in Atlanta.
Adelphia plans to repurpose the purchased pipeline to deliver natural gas to the Philadelphia area. The deal has to clear state and federal regulators but is expected to close in 12 months.
Rosehill announces pair of deals worth $84.7M
Houston-based Rosehill Resources announced an acquisition and a divestiture this past week that were worth $84.7 million.
On Oct. 30, the company said it’s more than doubling its position and drilling locations in the southern Delaware Basin in West Texas and New Mexico by acquiring 9,100 acres from an unnamed seller for $77.6 million. And on Nov. 2, it said it sold its remaining Barnett Shale assets to an unnamed buyer for $7.1 million, becoming a pure-play Delaware operator. It also announced it had boosted its borrowing base under its credit facility by $20 million to $75 million.
Rosehill handled the Barnett sale in-house but tapped Vinson & Elkins for the Delaware purchase. The team was led by partner Mingda Zhao, senior associate Emery Choi and associates Olivia Wang and Michael Zarcaro, all of Houston. The V&E team advising on the acquisition’s financing includes lawyers in its New York office as well as senior associates Scott Rubinsky and Brittany Sakowitz and associates Terry Bokosha and Chris Bennett, all of Houston.
Also advising were partners Jim Meyer and Todd Way in Dallas, senior associate Laura Gieseke in Houston and associate Julia Pashin in Dallas (on tax); partner Larry Nettles and senior associate Matt Dobbins in Houston (environmental); partner Stephen Jacobson in Houston and associates Kristy Fields in Houston and Austin Light in Dallas (executive compensation/benefits); partner Sean Becker in Houston (labor/employment); and counsel Suzanne Clevenger in Houston (energy regulatory).
V&E has worked with the parties before, having advised blank check company KLR Energy Acquisition when it engaged in a $400 million merger earlier this year with Tema Oil and Gas Co. that gave birth to Rosehill (Norton Rose Fulbright’s Charles Powell counseled Tema Oil).
Rosehill’s in-house legal team includes Chris Wood, a University of Texas-educated lawyer who used to work at Southwestern Energy, Latham, ConocoPhillips and Akin Gump.
C&J Energy sells its Canadian rig services business to CWC for $29.4
Houston oilfield services provider C&J Energy Services Inc. said Oct. 30 it agreed to sell its Canadian rig services business to CWC Energy Services $29.4 million.
V&E usually counsels C&J on deals, but since the assets were in Canada, it used Canadian firm Bennett Jones.
Danielle Hunter has been C&J’s general counsel since June 2016, joining the company in 2011 as associate general counsel. Before that, the Tulane-trained lawyer practiced corporate/transactional law at V&E from 2007 through 2011.
C&J president and CEO Don Gawick said the sale advances the company’s goal of focusing more on the company’s core completion and well services product lines in the U.S.
Just last month, C&J said it agreed to buy O-Tex Holdings Inc. from private equity firm White Deer Energy for $240 million with V&E partners Steve Gill and Creighton Smith advising it.
Winston & Strawn advises MML’s PaR to the Pohlad family
The Houston office of Winston & Strawn said Nov. 1 that its corporate and transactional lawyers led the sale of MML Capital Partners-backed robotics company, PaR Systems, to a newly created entity affiliated with the Pohlad family of Minneapolis.
Deal terms weren’t disclosed, but PaR is profitable and has sales of around $130 million, according to a report in the Minneapolis Star Tribune.
The Winston & Strawn deal team included Houston partners Chris Ferazzi and Jeff Smith and associates Michael Fillingame and Brad Ratliff. The team had assistance from lawyers in its Chicago, New York, San Francisco, London and Washington, D.C. offices. Houlihan Lokey’s Houston office provided financial advice.
The Pohlad family, led by Bob Pohlad, owns several operating companies, including United Properties, NorthMarq Capital and Carousel Motor Group along with broadcasting and jewelry businesses and Major League Baseball’s Minnesota Twins. It aims to advance the expanding field of automation and robotic applications for various sectors.
PaR, which is based in Shoreview, Minn. and employs 380, has worked with companies in the aerospace, medical devices, marine, defense and nuclear industries. It facilitated the nuclear handling and decommissioning of the Chernobyl Unit 4 reactor and sarcophagus after the 1986 nuclear accident in Ukraine and a similar project at the Fukushima nuclear site affected by the 2011 earthquake in Japan.
Willkie Farr advises Safe Fleet on Coban acquisition
Willkie Farr & Gallagher said Nov. 2 it represented Sterling Group portfolio company Safe Fleet on its acquisition of Houston-based Coban Technologies. The deal was completed Oct. 25 for undisclosed terms.
Partner Bruce Herzog, who works out of the firm’s Houston and New York offices, advised the buyer, while Dana Desenberg at Lee & Desenberg assisted the seller. Partner Gary Rosenthal led the deal from Houston-based Sterling, as he is chairman of Safe Fleet.
Coban is Safe Fleet’s ninth acquisition since Sterling has owned it. The Belton, Mo.-based company, led by CEO John Knox, is a top supplier of safety components for fleet vehicles, including body cameras and in-car video solutions for law enforcement.
Sterling focuses on basic manufacturing, distribution and industrial services investments and its portfolio companies have enterprise values that range from $100 million to $750 million. It’s sponsored the buyout of 52 platform companies and add-on acquisitions worth $10 billion.
DLA, T&K work on Approach’s $18M purchase from Kayne’s Amistad
Approach Resources Inc. announced Nov. 1 that it agreed to buy Wolfcamp shale assets adjacent to its own properties in West Texas from Kayne Anderson Capital Advisors-backed Amistad Energy Partners. The price: 7.5 million shares of stock valued at $18.05 million.
Kevin Brody, general counsel of Kayne Anderson Energy Funds in Houston, led the sale. The South Texas College of Law graduate has been with Kayne Anderson since 2006, having previously worked as an associate at Akin Gump.
Brophy was supported by Kayne Anderson’s longtime outside counsel, DLA Piper in Houston. The team included managing partner and U.S. energy co-chair Jack Langlois and capital markets partner Gislar Donnenberg and associates Jibin Luke and Courtney Wade. The firm also received tax assistance from its New York office.
Thompson & Knight represented Fort Worth-based Approach with a team led by partner Jeremiah Mayfield. He received assistance from partner Jessica Hammons, corporate and securities practice leader Wes Williams, oil and gas practice leader Richard Hemingway, tax partner Brandon Bloom and associates Kelli Sims and Hillary Lyon (all are in Dallas except Hemingway and Sims, who are in Houston.)
V&E advises SailPoint Technologies on its coming $190M IPO
SailPoint Technologies, an Austin-based access management software provider backed by Thomas Bravo, said Nov. 6 it plans to offer 20 million shares on the New York Stock Exchange between $9 to $11 per share with the hope of raising $190 million.
V&E is helping with that plan with a team that includes partners Paul Tobias, J. Wesley Jones in Austin and counsel Lanchi Huynh in Dallas, Austin associate Michael Gibson, Ryan Clyde and Dallas associates Mike Andrews.
Also advising were partner Shane Tucker and associates Steve Oyler and Karsten Busby (executive compensation/benefits); and partners Jim Meyer and David Peck and associate Lauren Meyers (tax), all of Dallas.
Kirkland & Ellis out of Chicago is advising certain selling shareholders and Goodwin Proctor lawyers in Boston are representing the underwriters, which include Morgan Stanley, Citigroup, Jefferies and RBC Capital Markets.
Norton Rose Fulbright aids CBTX on its planned $60M IPO
CBTX, a commercial bank with branches in Houston, Beaumont and surrounding areas, said Oct. 30 it plans to raise $60 million by offering 2.4 million shares on the Nasdaq between $24 and $26 each.
Norton Rose Fulbright is counseling CBTX, including partners Justin Long in Austin and Michael Keeley in Dallas. Covington & Burling in Washington, D.C. is assisting the underwriters, which include Stephens, Keefe, Bruyette & Woods and Sandler O’Neill + Partners.
Akin Gump assists BlackGold on $165M capital raising for second fund
Private equity funds are still out raising money for energy investments, with BlackGold Capital Management announcing Nov. 1 that it brought in $165 million for its second fund, BlackGold Private Equity Partners II.
Akin Gump advised BlackGold, including investment management partners Eliot Raffkind in Dallas and Ivana Rouse, who offices in Houston and Dallas, and senior counsel Brad Pugh in Dallas. The firm also had tax assistance from its New York office. Evercore Group was the placement agent for the fund.
The Houston-based fund II, which began investing in June, said it will primarily put money in credit-oriented securities of companies in energy and energy-related industries. It will also participate in direct lending, invest in private and illiquid securities and other special situation opportunities in the energy markets.
BlackGold is led by managing partners Erik Dybesland and Adam Flikerski, who co-founded the firm in 2006. Dybesland was previously a managing director at Lehman Brothers and Deutsche Bank while Flikerski was an analyst at 3V Capital Management and Bear Stearns.
T&K, Porter Hedges aid on Tailwater’s $100M commitment to Elevate
Private equity firms are also continuing to pour money into the energy sector, with Houston-based Elevate Midstream Partners announcing Oct. 31 it secured a $100 million equity commitment from Tailwater Capital.
Dallas-based Tailwater used longtime outside legal counsel Thompson & Knight, including partner Holt Foster and associates Tony Johnston and Courtney Roane, partner Dean Hinderliter on tax and employment and labor practice leader Tony Campiti, all of Dallas.
Elevate reached out to Porter Hedges, including partner Kevin Poli and Geoff Schultz in Houston.
Weil assists American Industrial on Brock acquisition
New York private equity firm American Industrial Partners said Oct. 30 it picked up the Brock Group, a Houston-based provider of industrial specialty services for capital projects, maintenance and turnaround, for undisclosed terms.
Outside counsel for American Industrial couldn’t be determined at press time, but Weil Gotshal & Manges partner Steve Youngman in Dallas advised Brock. Youngman declined to comment or give further details.
Akin advises Crestline on $1.34M raise for third opportunity fund
Crestline Investors, a Fort Worth credit-focused institutional alternative asset manager, said Nov. 1 it raised $1.34 million for its third opportunity fund and related managed accounts, Opportunity Fund III.
Crestline general counsel Jesus Payán led the deal with assistance from Jim Deeken, a partner in the investment management and private equity practice at Akin Gump in Dallas.