The corporate deal world in Texas saw fewer transactions in the week before Thanksgiving (Nov. 13-Nov. 20), with only eight transactions versus 10 the week before and 15 the week before that. But because of capital markets transactions, deal value for the week more than quadrupled to $11.05 billion over the previous period.
Activity ranged from private equity commitments and exits to a slew of public notes offerings as Wall Street marches toward year-end. The industries involved ranged from oil and gas to industrial to financial services to chemicals. The biggest transaction of the week was Marathon Petroleum’s $8.1 billion asset drop-down to affiliate MPLX followed by Energy Transfer Partners’ $1.5 billion sale of preferred units.
Below are the M&A, private equity and capital markets transactions for the week involving Texas lawyers.
T&K, K&S work on Tailwater’s $150M commitment to Silver Creek
Dallas private equity firm Tailwater Capital is back in the news again, this time committing $150 million in funding to Irving-based midstream energy company Silver Creek Midstream on Nov. 16.
Thompson & Knight partner Holt Foster and associate Tony Johnston in Dallas advised Tailwater, which is led by former Hicks Muse principal Jason Downie. King & Spalding partner Archie Fallon in Houston represented management.
Silver Creek is focused on providing crude and liquid petroleum gathering, storage and terminaling services in West Texas’ and New Mexico’s Permian Basin and the Powder River Basin in the Rockies. It is led by J. Patrick Barley, who founded JP Energy Partners and eventually took it public, and Lonestar Midstream, which was sold to Penn Virginia Resource Partners in 2008 for $160 million.
“Crude production continues to grow in both the Permian and Powder River Basins and we look forward to providing creative midstream solutions for producers in those areas,” Barley said in a statement? Or did he talk to you?.
Willkie, Chamberlain advise on CapStreet’s sale of Eads to FCX
Houston private equity firm CapStreet Group said Nov. 17 it sold its stake in the Eads Company to Harvest Partners-backed FCX Performance for undisclosed terms.
Willkie, Farr & Gallagher advised CapStreet and Eads with a team that included partner Bruce Herzog, who offices out of Houston and New York, and associate Garrett Johnston in Houston, as well as assistance from its New York office. Jim Spring at Chamberlain Hrdlicka counseled another large group of shareholders. Robert W. Baird was Eads’ financial adviser.
Counsel for Columbus, Ohio-based FCX couldn’t be determined at press time. Paul De Lisi led the deal from CapStreet.
Houston-based Eads is a provider of flow control products for the petrochemical, refining and other industrial markets. CapStreet didn’t disclose terms when it invested in the company in 2012, but it usually takes a controlling interest in targets that have an enterprise value of up to $150 million and annual EBITDA of $3 million to $20 million.
Armbrust & Brown advises Jwaala on sale to Battery-backed Alogent
Battery Ventures-backed Alogent said Nov. 14 it paid an undisclosed sum for Austin-based Jwaala, which develops digital banking solutions for U.S. financial institutions.
Armbrust & Brown partner Tara Allen Esteves in Austin counseled Jwaala. The Duke University-educated lawyer practices corporate and securities law, including private company M&A transactions, private placement debt and equity financings, bank and mezzanine financings, corporate formation and governance and general commercial law.
Battery Ventures’ outside counsel couldn’t be determined by press time, but it’s used White & Case on past deals. Its general counsel is Lizette Pérez-Deisboeck out of Boston.
AKK, Baker Botts aid on Marathon’s $8.1B drop-down to MPLX
Findlay, Ohio-based Marathon Petroleum said Nov. 13 it agreed to drop down refining and fuel distribution assets to affiliate MPLX for $8.1 billion in cash and stock.
Andrews Kurth Kenyon said it counseled the conflicts committee of MPLX’s board, including partners Mike O’Leary and Tom Ford in Houston, partner Lisa Shelton in Austin and Houston associates Warren Knull, Garrett Hughey, Oliver Fankhauser and Jocelyn Tau. The firm’s Washington, D.C. office also pitched in.
Baker Botts partner Joshua Davidson and associate Leslie Daniel in Houston assisted Jefferies, which provided financial advice to the committee. Tudor, Pickering, Holt & Co. provided financial advice to Marathan Petroleum.
A year ago, activist investor and hedge fund manager Elliott Management urged Marathon Petroleum to make moves to help boost its stock price, including dropping down more of its midstream assets to MPLX.
Baker Botts aids Westlake Chemical on $500M senior notes offering
Houston-based Westlake Chemical said Nov. 13 it priced an underwritten public offering of $500 million in notes to help redeem debt at its subsidiaries.
A Baker Botts team in Houston represented Westlake in the offering, including partner Tim Taylor, senior associate Travis Wofford and associate Sunil Jamal with partner Chuck Campbell on tax.
Westlake’s general counsel is Benjamin Ederington, who joined the company in 2013 after serving as associate general counsel at LyondellBasell Industries and senior counsel at predecessor Lyondell Chemical. Before going in-house, the Harvard-educated lawyer was an attorney at Steptoe & Johnson and clerked for former U.S. District Court Judge Benson E. Legg in Maryland.
David Polk & Wardwell assisted the underwriters, which include Merrill Lynch, Deutsche Bank, Goldman Sachs and Wells Fargo.
Baker Botts, V&E counsel Summit on $300M unit offering
Summit Midstream Partners said Nov. 17 it would issue and sell 300,000 preferred units at $1,000 per unit in an underwritten public offering. It plans to use the $293 million in net proceeds to repay outstanding borrowings under its revolving credit facility.
Baker Botts is representing The Woodlands-based Summit with a team in Houston that included partners Josh Davidson and Jason Rocha and associates Sarah Dodson and Jennifer Gasser. Partner Michael Bresson and special counsel T. Chuck Campbell advised on tax matters.
Vinson & Elkins is assisting the underwriters, including partners Alan Beck and Doug McWilliams, counsel Dan Spelkin and associates Austin March, Bailey Murdock and Kathryn Hastings, all of Houston.
Working the tax aspects were partner Ryan Carney, senior associate Laura Gieseke and Neil Clausen, who are also based in Houston. The underwriters are Merrill Lynch, Credit Suisse, Morgan Stanley and Wells Fargo.
AKK, Latham counsel on $1.5B Energy Transfer Partners offering
Andrews Kurth Kenyon scored a big advisory deal, assisting the underwriters on Energy Transfer Partners’ $1.5 billion sale of preferred units that closed Nov. 16.
The team was co-led by Houston partners Mike O’Leary and Jordan Hirsch and included Houston partner O’Banion Williams, Austin partner Lisa Shelton, Houston partner Robert McNamara and Houston partner Rob Taylor. Dallas partner Mike Hoffman and Houston associates Phil Haines, Brooke Milbauer, Leslie Slaughter and Jocelyn Tau also pitched in, along with the firm’s Washington, D.C. office.
The underwriters are J.P. Morgan Securities, Merrill Lynch, Goldman Sachs, MUFG Securities and TD Securities.
The Houston office of Latham & Watkins advised Dallas-based ETP. The team was made up of partners Bill Finnegan and Debbie Yee and associates Chad MacDonald, Jayne Wabeke, Dan Harrist and Bryan Ryan; tax partner Tim Fenn and associate Bryant Lee; and environmental partner Joel Mack. The firm had assistance from its Washington, D.C. office.
ETP’s general counsel is Thomas Mason, a University of Texas law graduate who joined the company in 2007 after practicing at V&E in Houston for five years.
ETP plans to use the proceeds to repay amounts outstanding under its revolving credit facilities and for general partnership purposes.
Baker Botts assists underwriters on DCP’s $500M preferred unit offering
Baker Botts also won a good-sized advisory deal, aiding underwriters JP Morgan, Merrill Lynch, RBC Capital Markets and Wells Fargo on DCP Midstream’s $500 million preferred unit offering, which closed Nov. 20.
The team included partner Josh Davidson, associates Katie Belleville and Hayley Hervieux and partner Michael Bresson and special counsel T. Chuck Campbell, all of Houston. Attorneys from the firm’s New York office also assisted.
Denver law firm Holland & Hart represented the company.
DCP received net proceeds of $487.8 million after discounts and expenses, which it intends to use to repay some of its debt.