The week after Thanksgiving is usually a slow time for deal-making. But last week was even slower than the shortened Thanksgiving week: only six transactions with an announced value of $1.8 billion, compared with seven transactions of $3.85 billion in the previous three-day work week. The scant activity involved 31 Texas lawyers at six different law firms, versus 76 lawyers and seven law firms the week before.
There were some interesting deals, however. The highlights included Royal Dutch Shell selling $825 million worth of assets to Houston affiliate Shell Midstream; the $521 million Marlin Equity Partners buyout of publicly traded Bazaarvoice; and a $164 million merger between two Texas banks. Herewith are the week’s deals.
Akin Gump works on $825M Shell Midstream drop-down
Akin Gump Strauss Hauer & Feld handled the biggest deal of the week, advising the board committee of Shell Midstream Partners’ general partner on its acquisition of a group of assets from Royal Dutch Shell for $825 million.
The Akin Gump team was led by partner John Goodgame and included tax partner Alison Chen, senior counsel Rebecca Tyler and associates Michelle Moreland and Levi Stoneking. The Houston team had help from environmental lawyers in its Washington, D.C. and Los Angeles offices. Tudor, Pickering, Holt was the committee’s financial adviser.
Goodgame has advised Shell Midstream’s committee before, including last year’s purchase of a 20 percent equity interest in the Mars Oil Pipeline and a 49 percent equity interest in Odyssey Pipeline for $350 million (along with Chen, Tyler and Moreland).
Shell Midstream’s general counsel is Lori Muratta, who took on the role when the partnership went public in 2014 (she is also managing counsel of midstream and commercial at Shell Oil). Before that the Harvard-trained lawyer was senior counsel at Shell Oil, where she advised the company on M&A, joint ventures and financings across all of its business lines and provided corporate law support to the Shell’s U.S. units and affiliates.
Before joining Shell, Muratta was an attorney and manager of communications at Solvay America and an associate at Mayor, Day, Caldwell & Keeton (which merged with Andrews Kurth in 2001) and O’Melveny & Myers.
Shell Oil’s in-house counsel was senior legal counsel Stephanie Beauvais. The South Texas College of Law-educated attorney previously practiced at Andrews Kurth Kenyon.
The assets Royal Dutch Shell is “dropping down” include five products terminals and partial interest in two Gulf of Mexico corridor pipelines and two strategic onshore pipelines. The price reflects a 7.9 times multiple of the assets’ expected EBITDA next year and is expected to be immediately accretive to Shell Midstream unitholders.
DLA Piper counsels Bazaarvoice on $521M sale to Marlin Equity
John Gilluly at DLA Piper in Austin counseled publicly traded marketing technology provider Bazaarvoice on its Nov. 22 sale to global investment firm Marlin Equity Partners for about $521 million.
GCA Advisors was Bazaarvoice’s financial adviser on the deal and Schulte Roth & Zabel assisted Los Angeles-based Marlin.
Gilluly is U.S. chair of DLA Piper’s corporate group and a member of the firm’s global board and executive committee. He’s also managing partner of the firm’s Texas offices, which are also in Houston and Dallas.
Gilluly has worked on deals in a wide range of industries, from oil and gas to restaurants to software. Last year he provided support to the Houston team that advised Kayne Anderson Energy Funds on the sale of Silver Hill Energy Partners and Silver Hill E&P II to oil producer RSP Permian for $2.4 billion.
Kin Gill is Bazaarvoice’s chief legal officer, general counsel and secretary. Before joining Bazaarvoice, the University of Houston law graduate was general counsel and secretary for Xtreme Power and a partner at Fish & Richardson and Andrews Kurth.
The deal represents an 18% premium over Bazaarvoice’s average closing price over the 30 days before the deal was announced. Bazaarvoice will become private once the deal closes, which is expected in the first quarter once it clears regulators and Bazaarvoice shareholders.
Austin-based Bazaarvoice provides consumer-generated content, advertising and personalization solutions to brands and retailers to help them reach customers.
AKK aids placement agents in $300M Black Stone unit offering
Andrews Kurth Kenyon said Nov. 28 it represented placement agents BofA Merrill Lynch and Barclays on Black Stone Minerals’ offering of $300 million in convertible preferred units to an affiliate of the Carlyle Group.
The proceeds will be used to finance Black Stone’s $340 million mineral and royalty purchase from units of Noble Energy Inc.
The AKK team was based in Houston and included partners Mike O’Leary, Tom Ford, Allison Mantor and Matt Grunert and associates Taylor Landry, Mike Hoffman, Erin Juvenal, Amanda Thienpont, Oliver Fankhauser and Jocelyn Tau.
JW, HRR&K advise on $164M Integrity-Independent bank merger
Texas’ banking industry saw continued consolidation this past week with Independent Bank Group announcing Nov. 28 it was buying Integrity Bancshares for $164 million in cash and stock.
Jackson Walker partner Jim Pledger in Houston advised Houston-based Integrity while Haynie Rake Repass & Klimko partner Mark Haynie of Dallas assisted McKinney, Texas-based Independent. Piper Jaffray was Independent’s financial adviser and Sandler + O’Neill Partners assisted Integrity.
Pledger knows his way around the banking industry, having been a state savings and loan and mortgage commissioner for 15 years (and the primary architect of the Texas State Savings Bank Act), a lobbyist for financial institutions in Washington, D.C. and general counsel of United Savings Association of Texas (which later became Bank United).
Pledger also knows bank deals. At Jackson Walker, he represented ST Financial Group and its unit Spirit of Texas Bank on its merger with Peoples Bank in 2013.
Haynie has 30 years of experience representing independent community banks and their owners. He recently counseled Liberty Bancshares on its $64 million purchase by the parent of Veritex Community Bank, a deal that was announced Aug. 1 and closed Dec. 1.
Haynie has also advised Independent on deals before, including its purchase of Carlile Bancshares in Denton last month and its acquisition of Grand Bank in Dallas in 2015. He also counseled IBT Bancorp on its sale to Veritex in 2015.
The parties expect the deal to close in the second quarter if it clears regulators and Integrity’s shareholders.
It’s the third acquisition in Houston for Independent, which entered the market in 2014 with its $170 million acquisition of Bank of Houston and later that same year bought Houston City Bancshares for $48 million.
Norton Rose Fulbright advises WaterFleet on EagleTree acquisition
Norton Rose Fulbright advised mobile water and wastewater treatment provider WaterFleet on its Nov. 30 sale to EagleTree Capital and its private equity fund EagleTree Partners IV for an undisclosed sum.
The team was led by corporate, M&A and securities partner Gary McDaniel in the firm’s San Antonio office. He received assistance from corporate, M&A and securities associate Ben Montanez in San Antonio and on tax matters from the firm’s New York office.
Sperry Mitchell was WaterFleet’s financial adviser. Jones Day out of New York counseled EagleTree.
WaterFleet’s founders and shareholders, Alan Pyle and Allison Pyle, are keeping a significant minority stake in WaterFleet and are staying on along with the rest of the management team. Co-investors including Stars Investment Management are investing alongside EagleTree.
Alan Pyle, who is WaterFleet’s president and CEO, said EagleTree’s support will help the company expand its fleet capacity and real-time monitoring solutions to better serve its customers in the energy industry.
New York-based EagleTree Capital was previously known as Wasserstein Partners, which was headed by famed investment banker Bruce Wasserstein before he died in 2009. The firm – now led by Anup Bagaria and George Majoros – invests in media and communications, consumer products and water and industrial sectors. Its portfolio includes ALM Media, which owns The American Lawyer.
AKK advises Trinity Hunt Partners on its purchase of IMS ExpertServices
Andrews Kurth Kenyon said Dec. 1 it represented Trinity Hunt Partners on its acquisition of IMS ExpertServices for an undisclosed sum.
The AKK team included partners Vic Zanetti and Will Becker in Dallas, partner Matt Grunert in Houston, of counsel Bill Rivers in Dallas and associates Chrissy Williford (Dallas), Carolyn Exnicios (Houston), Stephanie McDermott (Dallas) and Jayde Ashford Brown (Dallas).
AKK has counseled Trinity Hunt Partners before, including its portfolio company Lexitas on its purchase of NextGen Reporting, also for undisclosed terms. That deal was announced Oct. 11 and included much of the same team, including Zanetti, Becker, Rivers, Williford and Brown.