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The Texas Lawbook

Free Speech, Due Process and Trial by Jury

  • Appellate
  • Bankruptcy
  • Commercial Litigation
  • Corp. Deal Tracker/M&A
  • GCs/Corp. Legal Depts.
  • Firm Management
  • White-Collar/Regulatory
  • Pro Bono/Public Service/D&I

CDT Roundup: 14 Deals, 11 Firms, 68 Lawyers, $8.2B

April 7, 2020 Claire Poole

Mergermarket came out with its global M&A figures for the first quarter last week and they were expectedly bad.

After almost 10 years of growth, activity was down almost 40% by value to $563.7 billion across 3,685 transactions, a level not seen since the first half of 2013 and eerily similar to the first quarter of 2008 during the early days of the financial crisis.

The data firm said 2020 is unlikely to repeat the $10 billion-plus megadeal frenzy of 2019, when 38 such deals were announced. Only eight were announced in 2020’s first quarter versus eleven in the same period last year and 14 in 2018.

Activity in the U.S. was even worse, with the value down by 57% to $206 billion over 1,255 deals. That followed an already declining market last year, when activity fell 40% by value between the first and second half of 2019.

“Looking ahead, the coronavirus has gotten in the way of basic deal logistics and has delayed sales processes, which is bound to hit overall M&A activity in the coming months,” Mergermarket said.

M&A in the financial services, industrials and chemicals, pharma, medical and biotech and consumer sectors dropped by high double-digit figures while M&A in the technology sector saw a 5% increase in activity by value compared with the first quarter of last year, Mergermarket said. Wachtell, Lipton, Rosen & Katz handled the most deals in the first quarter followed by Kirkland & Ellis and Willkie Farr & Gallagher.

Enverus came out with its own first quarter figures for the U.S. upstream oil and gas sector last week and they also weren’t pretty: Only $770 million in deals were completed in the first quarter, less than one-tenth of the $8 billion average for first quarters between 2010 and 2019 and a historic low. The fall in oil prices to 18-year lows in March obviously didn’t help matters.

“Even before oil prices collapsed on COVID-related demand issues and the surge in global production led by Saudi Arabia, M&A markets were highly challenged,” Enverus senior M&A analyst Andrew Dittmar said. “Responding to Wall Street pressures, E&Ps had slashed spending and refocused from growth to cash flow dampening the appetite for acquisitions.”

The largest deal of quarter was Alpine Energy Capital’s successful stalking horse bid for the assets of Permian producer Approach Resources, which opted for a sale of its assets in Chapter 11. “With creditors perhaps leery of taking equity in a reorganization, Chapter 11 sales may drive future deal flow,” the firm said

Enverus noted that creditors of Sanchez Energy are reportedly taking equity in a reorganized company as a possible conclusion to its Chapter 11 process and that Whiting Petroleum filed a voluntary Chapter 11 on April 1 with a restructuring agreement in principle with certain debtholders (see item below).

Mineral and royalty interests are playing an increasing role in deal markets, Enverus said, noting Kimbell Royalty Partners’ purchase of a diversified package from NGP-backed Springbok Energy I and II for $175 million.

“We expect additional capital will be interested in deploying here, even in a down market,” Enverus market research director John Spears said. “The challenge will be navigating a wide bid/ask spread between buyers and sellers with rig numbers and development plans for acreage in flux.”

Dittmar said as painful as the downturn is, it may finally push the industry into healthy consolidation that leaves it with larger, more efficient and better capitalized operators when the recovery starts. “These buyers will likely have opportunities to acquire high-quality assets that might have been viewed as too expensive before the downturn,” he said.

Enverus said it will take the establishment of a bottom in commodity prices and the creation of upward momentum before companies feel comfortable committing to deals, driven by a post-COVID return to normalcy and an OPEC decision around production levels.

In the meantime, Mizuho Securities analyst Paul Sankey expects as many as 70% of the 6,000 or so shale drillers to go bankrupt before the cycle turns, according to Bloomberg.

Dealmaking involving Texas lawyers seemed to chug along last week, with 14 transactions announced, valued at $8.2 billion, versus 16 worth $6.5 billion the week before and 12 valued at $6.87 billion at the same time last year.

Weekly Corporate Deal Tracker Roundup Stats

A compilation of weekly stats from The Lawbook's CDT Weekly Roundup
(Deal Values in Millions)

Week Ending
Deal CountAmountFirmsLawyersM&A CountM&A Value $MCapM Count
CapM Value $M
03-May-202511$4,249139011$2,226.52$2,022.5
26-Apr-202512$8,78791689$6,0113$2,776
19-Apr-202511$8,09771389$7,9852$112
12-Apr-202513$2,392815210$2,0653$327
05-Apr-202519$27,7621518816$25,4733$2,289
29-Mar-202521$8,1881025816$4,1255$4,064
22-Mar-202519$6,4851423115$4,1284$2,857
15-Mar-202513$13,7371315110$9,9324$3,805
8-Mar-20257$2,2345665$2242$2,100
1-Mar-202511$3,05087510$2,5501$500
24-Feb-2512$16,39771496$6,6356$9,862
17-Feb-2517$12,1361313410$9,4112$2,725
10-Feb-2514$7,15491799$4,9505$2,204
3-Feb-2516 $10,068720011$7,5535$2,515
25-Jan-2514$10,261101259$2,2075$8,054
18-Jan-2519$7,3821531612$2,3007$5,082
11-Jan-2521$33,5601618716$32,5215$1,039
4-Jan-259$6,8279809$6,82700
21-Dec-2411$2,79811928$2,2293$570
14-Dec-2415$5,3231218612$3,8123$1,511
07-Dec-2416$4,7661023111$2,32152,445
30-Nov-2410$10,29191034$8,2906$2.001
23-Nov-2415$4,5531515311$3,3794$1,174
16-Nov-2417$11,4881124513$10,1864$1,303
09-Nov-2414$2,1101213912$1,4102$700
02-Nov-2412 $52,788 1110711$52,7381$50
26-Oct-248$3,1608657$3,0651$75
19-Oct-2412$5,3041113611$4,5541$750
12-Oct-2417$8,4381215015$8,1162$322
05-Oct-2422$23,1811218915$19,9807$3,201
28-Sep-2411$2,35671447$534$2,303
21-Sep-2412$9,568101695$4,1017$5,467
14-Sep-2424$10,9881223516$7,1758$3,813
7-Sep-2412$20,4201616811$20,3071$112.9
31-Aug-2413$20,631913412$14,7751$5,856
24-Aug-2419$8,4522132516$7,1023$1,350
17-Aug-2425$49,1961630411$39,38614$9,810
10-Aug-2420$12,2641531216$9,7944$2,470
03-Aug-2426$16,4981633418$8,1378$8,361
27-Jul-2419$16,4422127115$13,8384$2,604
20-Jul-2415$16,0161418410$14,2325$1,784
13-Jul-2420$17,220 1426518$7,146 2$10,074
6-Jul-2411$3,941 11958$2,650 3$1,291
29-Jun-2414$6,296 152248$6,296 6$1,927
22-Jun-2412$5,679 81375$210 7$5,469
15-Jun-2413$9,895 1621410$5,280 3$4,615
8-Jun-2419$23,859 1323912$19,436 7$4,423
1-Jun-2412$34,510 111479$26,110 3$8,400
25-May-2413$9,684 1517110$4,434 3$5,250
18-May-2411$5,490 111738$3,129 3$2,361
11-May-2422$14,855 1422716$11,105 6$3,750
4-May-2413$3,139 98710$1,297 3$1,842
27-Apr-2410$6,684 62810$6,684 00
20-Apr-2419$15,989 111479$5,208 10$10,781
13-Apr-2413$8,952 97610$1,652 3$7,300
6-Apr-2423$26,616 1422214$13,501 8$13,116
30-Mar-2412$9,286 81368$4,299 4$4,987
23-Mar-2418$5,451 1726616$4,759 2$692
16-Mar-2421$11,437 1318614$9,316 6$2,070
9-Mar-2423$4,695 2121819$2,723 4$1,972
2-Mar-2420$9,108 1937214$4,558 6$4,550
24-Feb-2419$16,382 1224815$9,507 4$6,875
17-Feb-2416$29,932 1515712$29,216 4$716
10-Feb-2425$10,750 1719619$5,372 6$5,379
3-Feb-2412$8,416 181259$3,416 3$5,000
27-Jan-249$8,165 9878$7,815 1$800
20-Jan-2414$4,084 1210912$3,219 2$865
13-Jan-2417$33,588 1225612$26,765 5$6,823
6-Jan-248$7,915 8846$7,265 2$650
30-Dec-2317$14,599 129915$2,714 2$11,885
23-Dec-2323$4,182 1321916$1,813 7$2,370
16-Dec-2313$16,436 132807$15,150 5$1,286
9-Dec-2326$14,633.90 1724416$8,095 10$6,538.90
2-Dec-2313$6,720 95712$6,630 1$90
25-Nov-239$4,835 91316$1,785 3$3,050
18-Nov-2322$6,568.70 1718414$4,709.20 8$1,859.50
11-Nov-2315$9,825 1317912$6,581 3$3,244
4-Nov-2315$20,582.50 1419312$19,417.50 3$1,165
28-Oct-2318$68,419.10 1815215$66,646 3$1,773.10
21-Oct-2316$6,755.90 1616515$6,755.90 1$3
14-Oct-2314$67,851.20 131259$61,998.50 5$5,852.70
7-Oct-2317$6,595.50 1322816$5,995.50 1$600
30-Sep-2317$1,896.45 1318914$806.45 3$1,090
23-Sep-2323$6,432.70 1723016$1,402.80 7$5,029.90
16-Sep-2325$23,226.70 2335316$17,239 9$5,987.70
9-Sep-2312$6,369 81027$4,311 5$2,058
2-Sep-2314$2,522 69213$1,322 1$1,200
26-Aug-2317$12,160.25 1320215$6,573.25 2$5,587.00
19-Aug-2319$11,505 1321315$11,255 4$250
12-Aug-2319$9,698.80 131847$3,270 12$6,428.80
5-Aug-2313$5,201 1211812$5,051 1$150
29-Jul-2315$21,031.60 1319611$18,292.00 4$2,739.60
22-Jul-2318$3,992 1213013$2,808 5$1,184
15-Jul-2313$8,254.95 138113$8,254.95 00
8-Jul-2316$5,441.45 1217211$2,443 5$2,998.45
1-Jul-2316$6,872 1010512$5,474 4$1,398
24-Jun-2313$10,914 1620110$7,874 3$3,040
17-Jun-2317$5,880.70 1515115$4,705.70 2$1,175
10-Jun-2319$8,516.10 1311116$6,252.40 3$2,263.70
June 3 202312$6,104.42 121388$4,256.92 4$1,847.50
27-May-2317$12,200 106711$6,165 6$6,035
20-May-2311$22,458.10 81034$19,455 7$3,003
13-May-2312$7,034 101018$5,460 4$1,574
6-May-2320$3,297.60 1819617$2,985.60 3$312
29-Apr-2323$3,691.20 1813517$1,969.70 6$1,721.50
22-Apr-2316$5,570 1410414$4,750 2$1,000
15-Apr-2312$23,818.10 95910$21,618.10 2$2,200
8-Apr-2316$7,949 91739$5,472 7$3,477
1-Apr-2321$18,676.70 1217511$10,926.70 10$7,750
25-Mar-2315$8,779.50 101415$2,362 10$6,416.50
18-Mar-237$14,048.80 6695$13,345 2$703.80
11-Mar-2321$11,576 1616516$8,131 5$3,445
4-Mar-2320$9,668 1122816$8,209 4$1,459
25-Feb-2313$5,335 1313012$4,235 1$1,200
18-Feb-2314$5,743.70 131588$898.70 6$4,845
11-Feb-2316$12,088 1213712$9,965 4$2,123
4-Feb-2317$8,066 1514013$5,614 4$2,452
28-Jan-237$2,180 7755$1,692.75 2$488
21-Jan-2317$5,768 1617412$1,918 5$3,850
14-Jan-2311$2, 800101028$421 3$2,400
7-Jan-2318$8,296 1116714$6,461 3$1,835
31-Dec-2214$2,732 119912$2,092 2$640
17-Dec14$7,919 1311512$7,419 1$500
10-Dec-2214$10,093 128811$7,093 3$3,000
3-Dec-2226$12,800.90 1117220$4,141 6$8,659.90
26-Nov-228$2,266.70 853$76 5$2,190.70
19-Nov-2221$2,886 1521219$2,550 2$336
12-Nov-2213$15,093.70 9819$14,200 4$893.70
5-Nov-222519,337.201650922$8,267.20 3$11,070
29-Oct-2215$7,805.30 911614$7,180.30 1$625
22-Oct-2220$8,193.50 1325313$5,442 7$2,751.50
15-Oct-229$3,046.10 91397$2,588.30 2$457.80
8-Oct-2219$2,011.80 1211416$833.80 3$1,178
1-Oct-2223$5,532.90 1615618$4,952.30 5$580.60
24-Sep-2218$5,194 1421615$4,050 3$1,144
17-Sep-2221$8,352.30 1232015$4,759.60 6$3,592.70
10-Sep-2215$19,853.50 1012613$19,403.60 2$450
3-Sep-229$2,312 9629$2,312 00
27-Aug-2216$30,891.70 1013515$30,666.40 1227.7
20-Aug-2212$1,977 815299253$1,052
13-Aug-2218$8,004.70 1124211$2,844.70 7$5,160
6-Aug-2224$7,948.90 1224017$3,577 7$4,371.90
30-Jul-228$6,941 9787$6,839 1$102
23-Jul-2211$801 119210$801 10
16-Jul-2214$3,650 1012214$3,650 00
9-Jul-2210$3,557.70 7689$3,557.70 10
2-Jul-2218$8,609.40 1315215$2,754.40 3$5,855
25-Jun-2215$6,142 131469$2,017 6$4,125
18-Jun-2217$11,890.10 1422815$11,410 2479.7
11-Jun-2217$7,600 1212310$2,300 7$5,300
4-Jun-2212$2,937 101279$692 3$2,245
28-May-229$3,197.60 11869$3,197.60 00
21-May-2214$7,284.50 1218511$6,609 3$675.50
14-May-2211$306.60 98010$306.60 1$225
7-May-2216$10,451.75 1210812$1,827 4$8,624.75
30-Apr-2216$2,296.50 1615712$895.50 4$1,401
23-Apr-2210$2,241 11588$1,641 2$600
16-Apr-2211$6,643 71568$2,359 3$4,284
9-Apr-2217$4,429 1418411$1,690 6$2,739
2-Apr-2213$1,755 88410$1,145 3$610
26-Mar-2211$3,205 8656$200 5$3,005
19-Mar-2213$2,239.17 910613$2,239.17 00
12-Mar-2218$12,016 1123915$11,965 2$51.35
5-Mar-2217$6,786 1313713$5,161 4$1,625
26-Feb-2212$5,095 81499$4,437.50 3$658
19-Feb-2217$22,229 1717414$21,354 3$875
12-Feb-2212$2,344.70 10738$641.70 4$1,703
5-Feb-2211$2,503 89911$2,503 00
29-Jan-2211$3,872 1210112$3,872 00
22-Jan-2213$5,143.50 109912$4,842.50 1$301
15-Jan-2212$7,605 91559$6,480 3$1,025
8-Jan-2213$8,256.20 1110213$8,256.20 00
1-Jan-229$1,273.80 6509$1,273.80 00
25-Dec-2121$4,734.75 1117616$3,410 5$1,324.75
18-Dec-2126$7,325.20 1519318$3,640.20 8$3,685.20
11-Dec-2116$5,017 1010913$1,417 3$3,600
4-Dec-2114$2,310 8868$2,310 6$1,882.05
27-Nov-219$3.460.1101016$1,758 3$1,702.60
20-Nov-2120$22,792 1515712$18,864.50 8$3,928
13-Nov-2121$26,729 1217813$11,822 8$14,907
6-Nov-2112$8,303 1315710$6,682 3$1,621
30-Oct-2121$10,368 1521815$9,24.46$1,103.00
23-Oct-2121$18.783.11522211$12,314 10$6,468.60
16-Oct-2115$3,868 1111815$2,293 2$1,575
9-Oct-2120$8,610 1617516$7,795 4$815
2-Oct-2114$6,250 1113710$5,200 4$1,050
25-Sep-2111$11,460 9937$10,200 4$1,250
18-Sep-2111$16,603 8998$15,084 3$1,519
11-Sep-2117$10,653 1110313$8,503 4$2,150
4-Sep-2113$7,222 108911$6,715 2$507
28-Aug-2112$763 96311$663 1$100
21-Aug-2112$29,659 77911$29,579 1$80
14-Aug-2122$17,845 1119912$12,805 10$5,04
7-Aug-2117$13,670 1213915$11,766 2$1,904
31-Jul-2121$8,160 1113410$3,574 10$4,586
July 24,202121$6,367 1113915$3,712 6$2,655
17-Jul-2114$4,009 1112412$2,015 2$1,994
10-Jul-2116$3,997 1314311$1,597 4$2,4
3-Jul-2124$7,492 139416$3,769 8$3,722
26-Jun-2110$4,995 7858$3,847 2$1,148
19-Jun-2128$16,830 82289$1,861 19$14,968
12-Jun-2126$27,238 1520919$25,602 7$1,636
5-Jun-2115$15,539 1310013$14,709 2$600
29-May-2135$20,279 1114528$18,647$1,639
22-May-2124$53,208 1417417$51,047 7$2,161
15-May-2118$10,620 1322011$5,870 7$4,809
8-May-2117$10,400 1115615$8,386 2$2,500
1-May-2121$7,200 1611512$3,808 9$3,392
24-Apr-218$20,200 9318$20,200 00
17-Apr-2114$6,270 810211$40,180 3$2,260
10-Apr-2115$8,940 1312914$7,990 1$950
3-Apr-2118$19,513 1015112$16,923 6$2,590
27-Mar-2127$13,942 1524414$4,300 13$9,633.50
20-Mar-2111$2,046 41023$270 8$1,776
13-Mar-2115$3,270 91096$538 9$2,732
6-Mar-2124$13,617 1019613$10,395 11$3,222
27-Feb-2119$8,105 1213915$4,970 4$3,135
20-Feb-219$8,820 91538$8,520 1$300
13-Feb-2112$4,852.60 78172,7665$2,086.60
6-Feb-2118$9,752 1315314$5,222 4$4,530
30-Jan-2118$9,449 918215$8,753.80 3$695.30
23-Jan-2114$8,150 81186$4,000 8$4,150
16-Jan-2117$6,783 1313811$2,400 6$4,382.90
9-Jan-2122$6,829 1413518$3,139.30 4$3,690
2-Jan-217$1,466 7607$1,466 00
26-Dec-2018$15,900 1216316$5,300 1$600
19-Dec-2018$9,769 1411014$8,426 4$1,343
12-Dec-2010$7,200 91009$3,325 1$3,830
5-Dec-2015$4,261 91229$2,780 6$1,481
28-Nov-2019$7,758 1011013$4,003 6$3,755
14-Nov-2014$864.10 1415712$289.10 2$575
7-Nov-2013$6,332 91299$2,483.50 4$3,849
31-Oct-2010$3,995.80 81036$3,231.10 4$754.70
24-Oct-206$18,100 6585$17,709 1$350
17-Oct-208$351.90 5558$351.90 00
10-Oct-207$5,229 3504$735 3$4,494
3-Oct-2014$21,428 91739$17,535 5$3,893
26-Sep-2010$12,770 8935$10,300 5$2,470
19-Sep-2014$8,365 91016$1,020 8$7,345
12-Sep-206$4,406 8593$1,270 3$3,136
5-Sep-2011$5,191 81179$4,061 2$1,130
29-Aug-2011$2,531 9945$1,130 6$1,401
22-Aug-2018$6,574 121407$1,930 11$4,644
15-Aug-2013$4,991 10977$1,216 6$3,775
8-Aug-2012$32,092 111129$30,457 3$1,635
1-Aug-207$5,287 8765$3,687 2$1,600
25-Jul-209$18,751 6677$18,403 2$348
18-Jul-206$1,982.50 5504$1,407.50 2$575
11-Jul-2011$565.10 127510$65.10 1$500
4-Jul-2010$8,889 8989$8,788 1$100.30
27-Jun-208$6,874 10505$4,972.50 3$2,081.50
20-Jun-2012$4,444 91157$2,829 5$1,615
13-Jun-206$3,582 4372$350 4$3,232
6-Jun-2011$3,213.70 8657$470 4$2,743.70
30-May-208$7,335 7486$4,639 2$2,697
23-May-204$432.40 4343$432.40 10
16-May-206$310 6345$310 10
9-May-2018$5,630 1612414$3,180 4$2,450
2-May-201510,40010908$1,900 7$,8,500
25-Apr-208$3,400 9365$1,000 3$2,450
18-Apr-2019$9,500 14928$185.70 11$9,360
11-Apr-2012$6,000 9405$190 7$5,800
4-Apr-2014$8,200 116810$2,200 4$6,000
28-Mar-2016$6,500 139610$3,700 6$2,800
21-Mar-2011$11,910 7337$2,250 4$9,960
14-Mar-207809.86346684.81125
7-Mar-2016$2,500 157013$669 3$1,400
29-Feb-2013$15,260 1312811$11,760 2$3,500
22-Feb-2012$3,700 109210$2,560 2$1,130
15-Feb-2016$1,250 108412$35 4$1,222
8-Feb-2018$6,080 1412314$2,595 4$3,485
1-Feb-2021$20,900 1210114$17,860 7$3,060
25-Jan-2013$7,430 136212$6,430 1$1,000
18-Jan-2023$9,580 1512019$6,580 4$3,000
11-Jan-2021$14,200 1819916$1,020 5$13,200
4-Jan-2022$6,400 1111916$3,204 6$3,245
28-Dec-1922$7,150 1917518$6,800 4$327.40
14-Dec-1924$36,300 2316719$9,500 5$26,800
7-Dec-1911$10,400 11557$1,082 4$9,370
November 30. 201914$2,450 1212612$1,760 2$692.50
23-Nov-1916$1,995 104111$615 5$1,380
16-Nov-1915$3,820 1313511$2,500 4$1,271
9-Nov-1925$12,900 1718223$12,200 2$575
2-Nov-1910$2,470 126192,4503$22
26-Oct-1912$5,560 147011$3,860 1$1,700
19-Oct-198$6,600 81388$6,600 00
12-Oct-1919$4,300 145516$3,800 3$500
5-Oct-1918$14,500 1916615$11,100 3$3,400
28-Sep-1919$8,100 1813218$7,560 1$550
21-Sep-1914$6,300 166611$2,160 3$4,170
14-Sep-1915$23,800 125611$21,250 4$2,570
7-Sep-1917$3,500 159814$1,900 3$1,600
31-Aug-195$8,700 6505$8,700 00
24-Aug-1916$10,000 148215$4,250 1$5,750
16-Aug-1910$1,680 5527$650 3$950
9-Aug-1917$17,700 156814$3,900 3$13,800
2-Aug-1913$5,760 1210813$5,760 NANA
27-Jul-1911$7,300 13768$6,570 3$730
20-Jul-1913$11,800 1312511$5,300 2$6,500
13-Jul-1910$775 7468$542.50 2$233
6-Jul-197$2,500 9857$2,500 00
29-Jun-1923$8,290 1515417$2,300 6$5,970
22-Jun-1917$10,700 1013914$7,700 3$3,000
15-Jun-1911$13,500 1416011$13,500 NANA
8-Jun-1913$2,870 175511$1,570 2$1,300
1-Jun-1910$4,460 11608$4,140 2$315
25-May-1917$4,360 147914$3,700 3$612
18-May-1922$9,000 1715016$3,400 6$5,600
11-May-1918$19,800 1717715$18,300 3$1,500
4-May-1910$7,075 6328$6,900 2$175
27-Apr-1915$3,200 1411714$3,160 1$40
20-Apr-1913$13,500 10909$12,200 4$1,300
13-Apr-1916$38,900 149114$37,800 2$1,100
6-Apr-1912$6,870 119410$6,730 2$50
30-Mar-1915$6,470 128410$7,91.55$5,677
23-Mar-1918$6,450 149114$5,042 4$1,408
16-Mar-1914$10,180 1211511$8,800 3$1,300
9-Mar-199$1,800 6498$1,300 1$500
2-Mar-1920$3,033 1610714$1,817 6$1,262
23-Feb-1912$2,040 8699$614.60 3$1,430
16-Feb-1916$9,970 187716$9,970 00
9-Feb-1914$6,400 1011014$6,400 00
2-Feb-1918$6,740 159916$5,720 2$950
26-Jan-1913$2,770 116711$918.95 2$1,850
19-Jan-1915$3,819 167612$2,594 3$1,225
12-Jan-1918$7,283 149215$1,683 3$5,600
5-Jan-1910$529 125010$529 00
22-Dec-1817$2,570 138714$941 3$1,629
15-Dec-1810$2,860 8268$264 2$2,600
8-Dec-1815$1,819 166512$552 3$1,267
1-Dec-1812$7,500 10909$1,200 3$6,200
28-Nov-1815$4,500 1110714$4,000 1$500
19-Nov-1818$6,137 139813$2,142 5$3,995
14-Nov-1818$9,200 1315215$8,500 3$694
6-Nov-1816$17,300 1618314$16,361 2$950
29-Oct-1814$14,400 1812717$13,800 1$600
24-Oct-1813$6,140 1312611$5,122 2$1,018
17-Oct-1818$18,390 1512514$12,292 4$6,098
10-Oct-1829$3,149 1810420$1,647 9$819
2-Oct-1818$9,300 116714$7,300 4$2,000
25-Sep-1813$7,000 117510$6,000 3$995
18-Sep-189$3,570 7449$3,570 00
11-Sep-1813$5,900 1013213$5,900 00
7-Sep-1814$5,000 158611$4,000 3$1,000
29-Aug-1815$20,700 147913$4,700 2$16,000
20-Aug-1810$12,400 11538$11,380 3$1,057
14-Aug-1812$19,900 121329$18,889 3$1,011
7-Aug-1816$68,600 1110613$67,259 3$1,340
31-Jul-1815$15,100 159511$13,060 4$2,060
23-Jul-1813$2,130 156010$1,804 3$1,100
17-Jul-1814$5,370 17989$4,310 5$1,100
9-Jul-1816$11,200 157410$11,080 6$862
3-Jul-1813$7,000 78112$6,330 1$750
25-Jun-1815$8,800 13979$4,970 6$3,930
18-Jun-1813$14,200 14807$221 6$14,290
11-Jun-1812$6,300 8968$5,910 4$803
6-Jun-1813$14,500 10888$14,154 5$579
31-May-1811$4,890 10638$3,240 3$1,790
22-May-1815$20,400 11639$19,808 6$885
15-May-1815$4,700 1510610$3,900 5$643
9-May-1811$1,400 13889$1,300 2$560
1-May-188$14,250 7887$13,400 1$450
24-Apr-1812$5,300 66111$4,470 1$800
17-Apr-189$1,800 10447$2,330 2$1,434
11-Apr-1811$2,500 8326$1,690 5$809
3-Apr-1815$13,400 111219$12,020 6$1,090
28-Mar-1810$4,000 10927$3,870 3$215
19-Mar-1817$5,800 135110$590 7$5,165
12-Mar-1815$3,130 114311$2,360 4$788
6-Mar-1819$5,400 1311610$1,530 9$4,860
27-Feb-1820$6,600 136914$5,530 6$1,030
19-Feb-1815$5,500 1411110$3,990 6$1,980
12-Feb-1823$10,900 1715712$7,110 11$3,840
5-Feb-1816$8,600 131007$1,330 9$7,800
30-Jan-1811$12,600 11685$7,300 6$4,982
24-Jan-1819$9,400 151295$2,010 14$7,337
18-Jan-1810$6,280 8492$2,100 8$4,188
9-Jan-1812$16,500 12929$15,890 3$475
3-Jan-1810$2,500 9478$2,350 2$150
27-Dec-1715$9,000 151139$7,568 6$1,784
18-Dec-1715$13,800 161649$13,010 7$1,118
11-Dec-1714$9,700 1012612$2,940 4$8,500
4-Dec-176$1,800 6315$1,510 1$300
28-Nov-177$3,850 8764$3,260 3$285
16-Nov-1710$2,700 10486$1,840 4$856
8-Nov-1715$2,380 179110$1,860 5$516
1-Nov-1712$4,700 17949$3,400 4$1,300
23-Oct-1715$10,500 106710$9,780 4$1,530
18-Oct-176$2,000 373$225 3$1,820
10-Oct-1712$6,570 1009$3,880 3$3,360
2-Oct-178$3,100 11193$1,630 5$1,750
25-Sep-178$4,880 8795$2,660 5$2,070
18-Sep-179$4,770 3$300 6$4,470
12-Sep-1711$4,430 8$2,030 3$2,400
1-Sep-174$1,310 3$317 1$1,000
23-Aug-1711$13,640 98$11,840 3$1,800

Eleven firms and 68 Texas attorneys were involved in the activity, which saw 10 M&A/private equity/venture capital deals valued at $2.2 billion and four capital markets transactions worth almost $6 billion.

M&A/PRIVATE EQUITY/VENTURE CAPITAL

Bracewell advises TC Energy as U.S. counsel on $1.1B Keystone pipeline investment

Bracewell said April 3 that it advised TC Energy Corp. as U.S. counsel on the Alberta government’s $1.1 billion equity investment and $4.2 billion loan guarantee for the Keystone XL pipeline project.

Texas team members included Houston partner G. Alan Rafte, counsel Lance W. Behnke of Seattle and Houston and associates Sidney Nuñez, Patrick K. Johnson and Janie M. O’Connor, all of Houston. TC Energy’s in-house counsel is Victoria Marselle.

TC Energy said March 31 it would proceed with construction of the pipeline, which would result in an investment of $8 billion into the North American economy. 

The 1,210-mile pipeline will be capable of delivering 830,000 barrels per day of crude oil from Hardisty, Alberta, to Steele City, Nebraska, where it will connect with TC Energy’s facilities and eventually reach U.S. Gulf Coast refiners. Pre-construction activities are underway, and the pipeline is expected to enter service in 2023.

The project is underpinned by new 20-year transportation service agreements for 575,000 barrels per day with a group of counterparties, which are expected to generate around $1.3 billion of EBITDA per year. Current contracts for 115,000 barrels per day from Hardisty to the U.S. Gulf Coast on the existing Keystone line will shift to the new facilities under renewed 20-year contracts. 

The $1.1 billion investment will cover planned construction costs through the end of this year. The remaining capital investment of around $6.9 billion is expected to be largely made in 2021 and 2022 and funded through the $4.2 billion project level credit facility guaranteed by the Alberta government and a $2.7 billion investment by TC Energy.

TC Energy said its investment will be funded through internally generated cash flow, hybrid securities and common equity through the activation of its dividend reinvestment program in 2021 and 2022. It also intends to establish a $1 billion shelf to enable an at-the-market equity issuance program if needed.

Once the project is completed and placed into service, TC Energy plans to acquire the Alberta government’s equity investment and refinance the $4.2 billion credit facility in the debt capital markets.

Baker McKenzie works on two transactions worth $387.3M

Baker McKenzie said its Texas lawyers advised on two recent transactions worth $374.3 million.

The firm counseled middle-market private equity firm Calera Capital on its acquisition of Thayer Power & Communication Line Construction Co. from the Anderson Group on March 26 for $161.3 million. Houston tax partner Kai Kramer was part of the team.

Thayer Power provides repair, maintenance and upgrade services for the utility and telecommunications markets. 

Baker McKenzie also advised Brazil’s Grupo SBF on its April 2 purchase of the Brazilian operations of Nike for $213 million. Dallas partner Kevin Maher and associate Raja Chatterjee were part of that deal team.

Once approved by Brazilian regulators, the deal will give Grupo SBF’s retail brand unit Centauro the exclusive rights to distribute Nike’s products online and in stores in Brazil for the next 10 years. 

The deal includes Nike’s Brazilian inventory and stores but no intellectual property rights. 

Paul Hastings advises Plains All American on $300M Felix Midstream acquisition

Paul Hastings said March 31 that it advised Plains All American Pipeline on its $300 million purchase of Felix Energy Holdings II, known as Felix Midstream, from EnCap Investments-backed Felix Energy.

Partner Ned Crady – who joined the firm last fall from Baker Botts – and associate Fritz Eggen in Houston led the deal team for Plains entity FM Midstream Holdings. Vinson & Elkins counseled Felix Midstream, whose primary operations are in West Texas.

The deal was signed Dec. 13, closed Jan. 31 and announced Feb. 4 as part of Plains All America’s fourth quarter and 2019 earnings release. There were purchase price adjustments for repairs to the acquired assets and specific covenants for real property follow-up actions.

Gibson Dunn aids News Corp. on $235M News America Marketing sale to Charlesbank

Gibson Dunn & Crutcher said March 31 that it’s advising billionaire Rupert Murdoch’s News Corp. on the sale of its News America Marketing business to Charlesbank Capital Partners for $235 million.

The team was led by New York partner Barbara Becker but included Houston partner James Chenoweth, who advised on tax aspects of the deal.

Goodwin Procter assisted Charlesbank, which used RBC Capital Markets as its financial advisor. Allen & Co. was News Corp.’s financial advisor. 

News Corp. has the option to keep up to 15% of the unit.

The deal includes $50 million in cash upon the closing of the transaction and additional deferred cash payments of between $125 million and $185 million, depending on the timing. The deferred consideration is payable on or before the five-year anniversary of closing. 

News Corp. CEO Robert Thomson said in the March 31 release that after evaluating strategic options, the company’s board determined that the business’ sale to Charlesbank was the best course of action to enhance shareholder value and simplify the company’s structure.

Charlesbank managing director Brandon White said Bill Redmond – a former executive at Procter & Gamble, PepsiCo, Quaker Oats and Inncor Inc. – will become CEO of the business after the transaction closes. 

The transaction is expected to close in the fourth quarter if it clears regulators.

News America Marketing has in-store marketing media options in 60,000 stores in the U.S. and Canada and reaches households across the country with circulation of 60 million through 2,000 publications. 

The business also has a digital media network, including programmatic display, email, social and video to help brands and retailers connect with consumers. Headquartered in New York, it has a sales force of 300 people in 12 offices across the U.S. and Canada.

Charlesbank is a Boston- and New York-based middle-market private equity investment firm managing more than $7 billion of capital. 

Baker Botts, Gibson Dunn aid on Delek US’ drop down to Delek Logistics for $100M plus units

Baker Botts said March 31 it represented Delek US Holdings Inc. on its drop down of the Big Spring gathering system to affiliate Delek Logistics for $100 million in cash and 5 million units.

The team included corporate partner A.J. Ericksen and associates Ieuan List and Shumaila Dhuka; global projects partner Scott Looper and associates Austin Jennings and Casey Polivka; finance partner Rachael Lichman and senior associate Chad Davis; and tax partner Michael Bresson, senior associate Jared Meier and associate Evan Skeen. All are in Houston.

Gibson Dunn said it counseled the conflicts committee of Delek Logistics’ board, which used Baird as its financial advisor.

The corporate team included Houston partners Gerald Spedale and Mike Darden and Houston associates Stella Tang, William Bald and Nathan Zhang. Houston partner Shalla Prichard advised on financing and Houston partner James Chenoweth and Houston associate Collin Metcalf assisted on tax matters.

The assets and services are projected to generate annual EBITDA of $30 million to $32 million. Delek Logistics will finance the deal with cash on hand and through borrowings on its revolver.

Uzi Yemin, chairman of both entities, said in a statement that the deal is the next step in growth for Delek Logistics.

“The Big Spring gathering system is an integral piece of our expanding midstream footprint, which positions us uniquely among refiners with access to crude, in excess of our refining capabilities,” he said. “Additionally, getting closer to the wellhead allows us to control crude quality and cost, providing improvement in our refining performance and cost structure.”

Locke Lord closes two deals for Main Street Capital worth $56.2M

Locke Lord said April 2 it recently closed two deals for Main Street Capital Corp. worth $56.2 million.

The firm represented the private equity firm on a new $24.4 million investment in Cody Pools Inc., a designer and builder of swimming pools and spas for residential and commercial customers in the U.S.

The investment includes first-lien, senior secured term debt and a direct equity investment. Main Street also will provide Cody with a credit facility to support its growth initiatives and working capital needs along with an unnamed co-investor.

The firm also worked with Main Street on a new $31.8 million investment to facilitate the minority recapitalization of Classic H&G Holdings, a provider of engineered packaging solutions for the home and garden and fragrance and cosmetic industries. 

That investment included a first-lien, senior secured term debt and a minority direct equity investment.

Partner Greg Heath and senior counsel Jeannie Diep led the deal teams for both transactions. Others were partners Sara Longtain, Jerry Higdon, Tammi Niven, Buddy Sanders and Ed Razim, senior counsel Michelle Gutierrez-Begin and associate Matt McKenna, all of Houston.

Porter Hedges assists Destination Pet on its $47M acquisition of VitalPet

Porter Hedges said April 3 it represented Destination Pet on its acquisition of Veterinary Care Inc., known as VitalPet, under Section 363 of the bankruptcy code. 

Under the terms of the transaction, which was approved by the U.S. Bankruptcy Court for the southern district in Houston, Destination Pet also will assume certain liabilities for a total transaction value of $47 million.

Porter Hedges was lead bankruptcy counsel and transactional co-counsel to Destination Pet, including Houston partners Eric English, John Higgins and Brian Rose.

Holland & Hart also counseled Destination Pet. VitalPet used Okin Adams as its legal counsel, Wick Phillips as transaction counsel, the Claro Group as financial advisor and Gordian Group as investment banker.

Founded in 2017, Destination Pet is a pet healthcare and services company operating in 14 states across the U.S. 

Wilson Sonsini advises Atmosphere on $14M Valor Siren funding

Atmosphere, an Austin provider of streaming content for businesses, said April 2 it attracted another $5 million for its Series A fundraising from Valor Siren Ventures.

S3 Ventures also participated in the round, bringing it to $14 million.

Wilson Sonsini Goodrich & Rosati advised Atmosphere, including partner Scott Craig and associates Ani Avagyan and Nick Haenel in Austin. Cooley counseled Valor.

Launched in 2019, VSV partners with founders and invests in early-stage food, food technology and retail technology companies.

Atmosphere’s free ad-supported platform offers 21 audio-optional channels such as CHIVE TV, Red Bull TV, X Games TV, America’s Funniest Videos TV and Quick Take by Bloomberg. It streams on TVs in 8,000 restaurants, bars, gyms and other venues with 135,000 hours per day.

The network has grown two-and-a-half times since the start of 2019 and was adding 800 new venues per month.

“TV programming for businesses is broken and expensive,” Atmosphere co-founder and CEO Leo Resig said in a statement. “By designing streaming content and features focused on retail businesses, Atmosphere is meeting the needs of two underserved markets: businesses looking for free, audio-optional TV programming and advertisers that have never been able to effectively buy television media to reach a targeted out-of-home audience.”

ViacomCBS, Fox and Comcast have acquired free ad-supported streaming platforms Pluto, Tubi and Xumo in recent months to diversify offerings beyond subscription video-on-demand and traditional pay TV. Atmosphere claims it provides the only streaming multi-channel platform that is free and licensed for commercial venues.

CAPITAL MARKETS/FINANCINGS

Bracewell, Baker Botts work on Sysco’s $4B notes offering

Houston food distribution giant Sysco Corp. priced a $4 billion notes last week with the help of Bracewell.

The team included partner Charles Still in Houston, counsel Ian Brown in Dallas and Houston associates Kate McGregor, Shannon Baldwin and Caroline Ellis. Tax matters were handled out of the firm’s New York office (partner Michele Alexander).

Baker Botts partner Jeremy Moore in Houston represented the underwriters, which included BofA Securities Inc., Deutsche Bank, Goldman Sachs, TD Securities (USA), Wells Fargo, J.P. Morgan Securities, PNC Capital Markets and U.S. Bancorp.

Sysco’s general counsel is Eve McFadden, who joined the company’s legal department in 2008 and was named senior VP of legal and general counsel and corporate secretary last year.

The offering included $750 million in 5.650% senior notes due 2025, $1.25 billion in 5.950% senior notes due 2030, $750 million in 6.600% senior notes due 2040 and $1.25 billion in 6.600% senior notes due 2050.

Sysco plans to use the net proceeds to repay outstanding borrowings under its commercial paper program and for general corporate purposes, including the redemption of up to $750 million of its 2.60% senior notes due in October.

The bond offering is Sysco’s latest move to bolster its cash position during the coronavirus crisis, according to a report by S&P Global. The company said March 30 it drew another $100 million from its revolver less than two weeks after withdrawing $1.5 billion from the same $2 billion funding line, S&P added.

Latham Advises Oneok on its $1.75B upsized notes offering

Latham & Watkins said March 30 it represented natural gas midstream services provider Oneok on its $1.75 billion upsized notes offering.

Houston partners David Miller and Trevor Lavelle led the deal team with associates Erin Lee and Ashlyn Royall. Houston partners Bryant Lee and Jim Cole with associates Michael Rowe and Marianne Standley assisted on tax matters and a lawyer in the firm’s Los Angeles office helped on environmental (counsel Joshua Marnitz).

Tulsa, Okla.-based Oneok said March 5 it was offering $1.65 billion in senior notes, including $400 million of 5-year senior notes at a coupon of 2.20%, $850 million of 10-year senior notes at 3.10% and $400 million of 30-year senior notes at 4.50%.

The company plans to use the net proceeds to repay all amounts outstanding under its commercial paper program and for general corporate purposes, which may include repayment of existing indebtedness and funding of capital expenditures. 

The underwriters included Barclays Capital Inc., Deutsche Bank, Mizuho Securities USA, TD Securities (USA), BofA Securities, Citigroup, Credit Suisse, Goldman Sachs, Morgan Stanley, MUFG Securities Americas, PNC Capital Markets, RBC Capital Markets, Scotia Capital (USA), SMBC Nikko Securities America, Inc. and Wells Fargo.

Winston represents NexPoint on $225M at-the-market equity offering

Winston & Strawn said April 3 it represented NexPoint Residential Trust Inc. on its at-the-market equity offering program in which it may sell $225 million worth of shares of its common stock.

Dallas partners Charlie Haag and Justin Reinus co-led the team, which included associates Steven Franklin, Jon Pevey and Emily Semon, also of Dallas. Two attorneys in the firm’s Chicago office also pitched in (partner Dennis Kelly and associate Mark Christy).

Jefferies, Raymond James & Associates Inc., SunTrust Robinson Humphrey Inc. and KeyBanc Capital Markets Inc. are the sales agents. SunTrust Bank is the administrative agent under the credit facility.

V&E advises Crestview on $21M investment in U.S. Well Services

Vinson & Elkins said April 1 it advised affiliates of Crestview Advisors as the lead investor in a $21 million private placement of newly issued Series B redeemable convertible preferred stock of U.S. Well Services Inc.

Partner James Garrett and senior associate Crosby Scofield led the deal team with primary assistance from partners Ramey Layne and Lina Dimachkieh.

Simmons Energy, a division of Piper Sandler, was financial advisor to the special committee of U.S. Well Services’ board, including Sanjiv Shah, Terry Padden and Ira Green.

U.S. Well Services provides hydraulic fracturing services and electric fracture stimulation.

The Houston-based company announced the placement on April 1 along with the finalizing of an amendment to its senior secured term loan with CLMG Corp. that suspends scheduled principal and interest payments for 24 months. 

The company plans to use the placement proceeds to fund the $20 million cash portion of an extension fee payable to CLMG, which also is getting $1.05 million in newly issued preferred stock and 5.5 million shares of Class A common stock.

CFO Kyle O’Neill said in a statement that the transactions significantly strengthen U.S. Well Services’ liquidity profile and balance sheet in a challenging market environment. 

“We believe that this enhancement to the company’s capital structure, in combination with our recent cost reduction measures, positions U.S. Well Services to continue delivering on behalf of its customers and create value for shareholders,” he said.

CEO Joel Broussard said the company recently made the difficult decision to significantly reduce headcount and compensation to rationalize its cost structure in light of the current market.

“The suspension of principal and interest payments on our senior secured term loan for eight quarters further improves U.S. Well Services’ financial position and ability to generate cash flow in a challenging operating environment,” he said.

The amended term loan facility’s interest rate will be reduced to zero. Beginning April 1, 2022, the facility will resume incurring interest at the applicable LIBOR rate, subject to a 2% floor, plus 8.25% and scheduled quarterly principal amortization payments equal to 0.5% of the initial principal balance of the loan. The maturity date for the facility will be extended by 18 months to Dec. 5, 2025. 

UPDATE/OTHER:

Onetime shale energy giant Whiting Petroleum filed for Chapter 11 on April 1 in U.S. Bankruptcy Court for the southern district in Houston with Judge David Jones presiding. The Denver-based company listed $3.6 billion in debt and $7.6 billion in assets and a plan to erase more than $2.2 billion in debt by exchanging it with 97% of the reorganized company’s new equity. Kirkland & Ellis partners Brian Schartz and Anna Rotman in Houston and Jackson Walker partners Matthew Cavenaugh in Houston and Jennifer Wertz in Austin are counseling Whiting. Porter Hedges partners John Higgins and Eric English, also of Houston, are assisting the ad hoc noteholders committee while Weil Gotshal & Manges partner Alfredo Perez in Houston is assisting creditor Caliber North Dakota. The debtor’s chief restructuring officer is Stein Advisors’ Jeffrey Stein, its financial advisor is Alvarez & Marsal and its investment banker is Moelis & Co. PJT Partners is the committee’s financial advisor.

***

Dallas-based upscale retail chain Neiman Marcus Group is stepping up preparations to seek bankruptcy protection after the coronavirus pandemic forced it to close its stores and furlough most of its employees, Reuters reported April 2 citing sources. The company already has held discussions with bondholders and lenders about potential financing that would allow it to continue operating under or outside of bankruptcy protection, the news agency said. Neiman Marcus declined to comment. Interest payments on part of the company’s $4 billion in debt are due starting April 15, Reuters added. Ares Management and Canada Pension Plan Investment Board took Neiman Marcus private in 2013 in a $6 billion leveraged buyout.

***

Morgan Lewis said last week it advised privately held Airon Corp. of Melbourne, Fla., on a technology licensing agreement it signed with GE Healthcare to make ventilators to help address a shortage due to the coronavirus. Ford Motor Co. will make the devices at its plant in Ypsilanti, Mich., with production expected to reach 50,000 over the next 100 days with 30,000 more units generated per month as needed after that. The Morgan Lewis team included Texas partners Sameer Mohan in Houston and Sheila Armstrong in Dallas and associate Tara McElhiney in Houston. Hogan Lovells advised Ford.

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