The Texas Lawbook

Free Speech, Due Process and Trial by Jury

CDT: 18 Deals, 10 Firms, 151 Lawyers, $19.5B

Last week’s Pioneer-DoublePoint deal announcement saw continued momentum toward consolidation in the Permian Basin with yet another multibillion deal involving one of the largest independent producers in the region. 

While dealmaking is expected to continue – if not increase – among traditional oil and gas companies, the conversation shifts to what viable targets remain. 

“Part of what we see with increased activity is that the companies that have survived to this point realize they can’t just sit on the status quo. They have to do something to improve their situation and differentiate themselves from their peers,” said Mike Darden, the Gibson Dunn partner who co-led the team that advised Pioneer in this most recent transaction.

Yet there are fewer and fewer targets that hit the critical threshold that’s necessary to make a difference in a deal. Darden naturally points to Conoco-Concho, Pioneer-Parsley and Diamondback-QEP when speaking of notable transactions.

“For those kinds of consolidations to make sense – and this is where it’s getting harder and harder to meet this – there has to be some threshold volume or value or amount,” he said.

“People can no longer grow for growth’s sake. Their growth has to show it’s going to be accretive to cash flow, that’s it’s going to benefit shareholders, rather than just saying it’s bigger,” he added. 

The narrative is mirrored when examining targets in a completely different space: the relationship between SPACs – special purpose acquisition companies – and potential private company targets.

According to SPACInsider, 2021 has already seen 301 SPACs that have raised $98 billion. For the full calendar year of 2020, there were 248 that raised $83 billion.

When it comes to the right target, a market flooded with SPACs means that some sponsors won’t see success. 

Beyond the Pioneer-DoublePoint transaction, Texas lawyers saw more SPAC action, a massive deal with Tokyo ties and more. 

For the week ending April 3, there were 18 transactions valued at $19.5 billion. Of those, there were 12 M&A deals worth $16.9 billion and six capital markets transactions at $2.6 billion.

Weekly Corporate Deal Tracker Roundup Stats

A compilation of weekly stats from The Lawbook's CDT Weekly Roundup
(Deal Values in Millions)
Week EndingDeal CountAmountFirmsLawyersM&A CountM&A Value $MCapM CountCapM Value $M
June 3 202312$6,104.42121388$4,256.924$1,847.5
May 27, 202317$12,200106711$6,1656$6,035
May 20, 202311$22,458.181034$19,4557$3,003
May 13, 202312$7,034101018$5,4604$1,574
May 6, 202320$3,297.61819617$2,985.63$312
April 29, 202323$3,691.21813517$1,969.76$1,721.5
April 22, 202316$5,5701410414$4,7502$1,000
April 15, 202312$23,818.195910$21,618.12$2,200
April 8, 202316$7,94991739$5,4727$3,477
April 1, 202321$18,676.71217511$10,926.710$7,750
March 25, 202315$8,779.5101415$2,36210$6,416.5
March 18, 20237$14,048.86695$13,3452$703.8
March 11, 202321$11,5761616516$8,1315$3,445
March 4, 202320$9,6681122816$8,2094$1,459
February 25, 202313$5,3351313012$4,2351$1,200
February 18, 202314$5,743.7131588$898.76$4,845
February 11, 202316$12,0881213712$9,9654$2,123
February 4, 202317$8,0661514013$5,6144$2,452
January 28, 20237$2,1807755$1,692.752$488
January 21, 202317$5,7681617412$1,9185$3,850
January 14, 202311$2, 800101028$4213$2,400
January 7, 202318$8,2961116714$6,4613$1,835
December 31, 202214$2,732119912$2,0922$640
December 1714$7,9191311512$7,4191$500
December 10, 202214$10,093128811$7,0933$3,000
December 3, 202226$12,800.91117220$4,1416$8,659.9
November 26, 20228$2,266.7853$765$2,190.7
November 19, 202221$2,8861521219$2,5502$336
November 12, 202213$15,093.79819$14,2004$893.7
November 5, 20222519,337.21650922$8,267.23$11,070
October 29, 202215$7,805.3911614$7,180.31$625
October 22, 202220$8,193.51325313$5,4427$2,751.5
October 15, 20229$3,046.191397$2,588.32$457.8
October 8, 202219$2,011.81211416$833.83$1,178
October 1, 202223$5,532.91615618$4,952.35$580.6
September 24, 202218$5,1941421615$4,0503$1,144
September 17, 202221$8,352.31232015$4,759.66$3,592.7
September 10, 202215$19,853.51012613$19,403.62$450
September 3, 20229$2,3129629$2,31200
August 27, 202216$30,891.71013515$30,666.41227.7
August 20, 202212$1,977815299253$1,052
August 13, 202218$8,004.71124211$2,844.77$5,160
August 6, 202224$7,948.91224017$3,5777$4,371.9
July 30, 20228$6,9419787$6,8391$102
July 23, 202211$801119210$80110
July 16, 202214$3,6501012214$3,65000
July 9, 202210$3,557.77689$3,557.710
July 2, 202218$8,609.41315215$2,754.43$5,855
June 25, 202215$6,142131469$2,0176$4,125
June 18, 202217$11,890.11422815$11,4102479.7
June 11, 202217$7,6001212310$2,3007$5,300
June 4, 202212$2,937101279$6923$2,245
May 28, 20229$3,197.611869$3,197.600
May 21, 202214$7,284.51218511$6,6093$675.5
May 14, 202211$306.698010$306.61$225
May 7, 202216$10,451.751210812$1,8274$8,624.75
April 30, 202216$2,296.51615712$895.54$1,401
April 23, 202210$2,24111588$16412$600
April 16, 202211$6,64371568$2,3593$4,284
April 9, 202217$4,4291418411$1,6906$2,739
April 2, 202213$1,75588410$1,1453$610
March 26, 202211$3,2058656$2005$3,005
March 19, 202213$2,239.17910613$2,239.1700
March 12, 202218$12,0161123915$11,9652$51.35
March 5, 202217$6,7861313713$5,1614$1,625
February 26, 202212$5,09581499$4,437.53$658
February 19, 202217$22,2291717414$21,3543$875
February 12, 202212$2,344.710738$641.74$1,703
February 5, 202211$2,50389911$2,50300
January 29, 202211$3,8721210112$3,87200
January 22, 202213$5,143.5109912$4,842.51$301
January 15, 202212$7,60591559$6,4803$1,025
January 8, 202213$8,256.21110213$8,256.200
January 1, 20229$1,273.86509$1,273.800
December 25, 202121$4,734.751117616$3,4105$1,324.75
December 18, 202126$7,325.21519318$3,640.28$3,685.2
December 11, 202116$5,0171010913$1,4173$3,600
December 4, 202114$2,3108868$2,3106$1,882.05
November 27, 20219$3.460.1101016$1,7583$1,702.6
November 20, 202120$22,7921515712$18,864.58$3,928
November 13, 202121$26,7291217813$11,8228$14,907
November 6, 202112$8,3031315710$6,6823$1,621
October 30, 202121$10,3681521815$9,24.46$1,103.
October 23, 202121$18.783.11522211$12,31410$6,468.6
October 16, 202115$3,8681111815$2,2932$1,575
October 9, 202120$8,6101617516$7,7954$815
October 2, 202114$6,2501113710$5,2004$1,050
September 25, 202111$11,4609937$10,2004$1,250
September 18, 202111$16,6038998$15,0843$1,519
September 11, 202117$10,6531110313$8,5034$2,150
September 4, 202113$7,222108911$6,7152$507
August 28, 202112$76396311$6631$100
August 21, 202112$29,65977911$29,5791$80
August 14, 202122$17,8451119912$12,80510$5,04
August 7, 202117$13,6701213915$11,7662$1,904
July 31, 202121$8,1601113410$3,57410$4,586
July 24,202121$6,3671113915$3,7126$2,655
July 17, 202114$4,0091112412$2,0152$1,994
July 10, 202116$3,9971314311$1,5974$2,4
July 3, 202124$7,492139416$3,7698$3,722
June 26, 202110$4,9957858$3,8472$1,148
June 19, 202128$16,83082289$1,86119$14,968
June 12, 202126$27,2381520919$25,6027$1,636
June 5, 202115$15,5391310013$14,7092$600
May 29, 202135$20,2791114528$18,647$1,639
May 22, 202124$53,2081417417$51,0477$2,161
May 15, 202118$10,6201322011$5,8707$4,809
May 8, 202117$10,4001115615$8,3862$2,500
May 1, 202121$7,2001611512$3,8089$3,392
April 24, 20218$20,2009318$20,20000
April 17, 202114$6,270810211$4,01803$2,260
April 10, 202115$8,9401312914$7,9901$950
April 3, 202118$19,5131015112$16,9236$2,590
March 27, 202127$13,9421524414$4,30013$9,633.5
March 20, 202111$2,04641023$2708$1,776
March 13, 202115$3,27091096$5389$2,732
March 6, 202124$13,6171019613$10,39511$3,222
February 27, 202119$8,1051213915$4,9704$3,135
February 20, 20219$8,82091538$8,5201$300
February 13, 202112$4,852.678172,7665$2,086.6
February 6, 202118$9,7521315314$5,2224$4,530
January 30, 202118$9,449918215$8753.83$695.3
January 23, 202114$8,15081186$4,0008$4,150
January 16, 202117$6,7831313811$2,4006$4,382.9
January 9, 202122$6,8291413518$3,139.34$3,690
January 2, 20217$1,4667607$1,46600
December 26, 202018$15,9001216316$5,3001$600
December 19, 202018$9,7691411014$8,4264$1,343
December 12, 202010$7,20091009$3,3251$3,830
December 5, 202015$4,26191229$2,7806$1,481
November 28, 202019$7,7581011013$4,0036$3,755
November 14, 202014$864.11415712$289.12$575
November 7, 202013$6,33291299$2,483.54$3,849
October 31, 202010$3,995.881036$3,231.14$754.7
October 24, 20206$18,1006585$17,7091$350
October 17, 20208$351.95558$351.900
October 10, 20207$5,2293504$7353$4,494
October 3, 202014$21,42891739$17,5355$3,893
September 26, 202010$12,7708935$10,3005$2,470
September 19, 202014$8,36591016$1,0208$7,345
September 12, 20206$4,4068593$1,2703$3,136
September 5, 202011$5,19181179$4,0612$1,130
August 29, 202011$2,5319945$1,1306$1,401
August 22, 202018$6,574121407$1,93011$4,644
August 15, 202013$4,99110977$1,2166$3,775
August 8, 202012$32,092111129$30,4573$1,635
August 1, 20207$5,2878765$3,6872$1,600
July 25, 20209$18,7516677$18,4032$348
July 18, 20206$1,982.55504$1,407.52$575
July 11, 202011$565.1127510$65.11$500
July 4, 202010$8,8898989$8,7881$100.3
June 27, 20208$6,87410505$4,972.53$2,081.5
June 20, 202012$4,44491157$2,8295$1,615
June 13, 20206$3,5824372$3504$3,232
June 6, 202011$3,213.78657$4704$2,743.7
May 30, 20208$7,3357486$4,6392$2,697
May 23, 20204$432.44343$432.410
May 16, 20206$3106345$31010
May 9, 202018$5,6301612414$3,1804$2,450
May 2, 20201510,40010908$1,9007$,8,500
April 25, 20208$3,4009365$1,0003$2,450
April 18, 202019$9,50014928$185.711$9,360
April 11, 202012$6,0009405$1907$5,800
April 4, 202014$8,200116810$2,2004$6,000
March 28, 202016$6,500139610$3,7006$2,800
March 21, 202011$11,9107337$2,2504$9,960
March 14, 20207809.86346684.81125
March 7, 202016$2,500157013$6693$1,400
February 29, 202013$15,2601312811$11,7602$3,500
February 22, 202012$3,700109210$2,5602$1,130
February 15, 202016$1,250108412$354$1,222
February 8, 202018$6,0801412314$2,5954$3,485
February 1, 202021$20,9001210114$17,8607$3,060
January 25, 202013$7,430136212$6,4301$1,000
January 18, 202023$9,5801512019$6,5804$3,000
January 11, 202021$14,2001819916$1,0205$13,200
January 4, 202022$6,4001111916$3,2046$3,245
December 28, 201922$7,1501917518$6,8004$327.4
December 14, 201924$36,3002316719$9,5005$26,800
December 7, 201911$10,40011557$1,0824$9,370
November 30. 201914$2,4501212612$1,7602$692.5
November 23, 201916$1,995104111$6155$1,380
November 16, 201915$3,8201313511$2,5004$1,271
November 9, 201925$12,9001718223$12,2002$575
November 2, 201910$2,470126192,4503$22
October 26, 201912$5,560147011$3,8601$1,700
October 19, 20198$6,60081388$6,60000
October 12, 201919$4,300145516$3,8003$500
October 5, 201918$14,5001916615$11,1003$3,400
September 28, 201919$8,1001813218$7,5601$550
September 21, 201914$6,300166611$2,1603$4,170
September 14, 201915$23,800125611$21,2504$2,570
September 7, 201917$3,500159814$1,9003$1,600
August 31, 20195$8,7006505$8,70000
August 24, 201916$10,000148215$4,2501$5,750
August 16, 201910$1,6805527$6503$950
August 9, 201917$17,700156814$3,9003$13,800
August 2, 201913$5,7601210813$5,760NANA
July 27, 201911$7,30013768$6,5703$730
July 20, 201913$11,8001312511$5,3002$6,500
July 13, 201910$7757468$542.52$233
July 6, 20197$2,5009857$2,50000
June 29, 201923$8,2901515417$2,3006$5,970
June 22, 201917$10,7001013914$7,7003$3,000
June 15, 201911$13,5001416011$13,500NANA
June 8, 201913$2,870175511$1,5702$1,300
June 1, 201910$4,46011608$4,1402$315
May 25, 201917$4,360147914$3,7003$612
May 18, 201922$9,0001715016$3,4006$5,600
May 11, 201918$19,8001717715$18,3003$1,500
May 4, 201910$7,0756328$6,9002$175
April 27, 201915$3,2001411714$3,1601$40
April 20, 201913$13,50010909$12,2004$1,300
April 13, 201916$38,900149114$37,8002$1,100
April 6, 201912$6,870119410$6,7302$50
March 30, 201915$6,470128410$7,91.55$5,677
March 23, 201918$6,450149114$5,0424$1,408
March 16, 201914$10,1801211511$8,8003$1,300
March 9, 20199$1,8006498$1,3001$500
March 2, 201920$3,0331610714$1,8176$1,262
February 23, 201912$2,0408699$614.63$1,430
February 16, 201916$9,970187716$9,97000
February 9, 201914$6,4001011014$6,40000
February 2, 201918$6,740159916$5,7202$950
January 26, 201913$2,770116711$918.952$1,850
January 19, 201915$3,819167612$2,5943$1,225
January 12, 201918$7,283149215$1,6833$5,600
January 5, 201910$529125010$52900
December 22, 201817$2,570138714$9413$1,629
December 15, 201810$2,8608268$2642$2,600
December 8, 201815$1,819166512$5523$1,267
December 1, 201812$7,50010909$1,2003$6,200
November 28, 201815$4,5001110714$4,0001$500
November 19, 201818$6,137139813$2,1425$3,995
November 14, 201818$9,2001315215$8,5003$694
November 6, 201816$17,3001618314$16,3612$950
October 29, 201814$14,4001812717$13,8001$600
October 24, 201813$6,1401312611$5,1222$1,018
October 17, 201818$18,3901512514$12,2924$6,098
October 10, 201829$3,1491810420$1,6479$819
October 2, 201818$9,300116714$7,3004$2,000
September 25, 201813$7,000117510$6,0003$995
September 18, 20189$3,5707449$3,57000
September 11, 201813$5,9001013213$5,90000
September 7, 201814$5,000158611$4,0003$1,000
August 29, 201815$20,700147913$4,7002$16,000
August 20, 201810$12,40011538$11,3803$1,057
August 14, 201812$19,900121329$18,8893$1,011
August 7, 201816$68,6001110613$67,2593$1,340
July 31, 201815$15,100159511$13,0604$2,060
July 23, 201813$2,130156010$1,8043$1,100
July 17, 201814$5,37017989$4,3105$1,100
July 9, 201816$11,200157410$11,0806$862
July 3, 201813$7,00078112$6,3301$750
June 25, 201815$8,80013979$4,9706$3,930
June 18, 201813$14,20014807$2216$14,290
June 11, 201812$6,3008968$5,9104$803
June 6, 201813$14,50010888$14,1545$579
May 31, 201811$4,89010638$3,2403$1,790
May 22, 201815$20,40011639$19,8086$885
May 15, 201815$4,7001510610$3,9005$643
May 9, 201811$1,40013889$1,3002$560
May 1, 20188$14,2507887$13,4001$450
April 24, 201812$5,30066111$4,4701$800
April 17, 20189$1,80010447$2,3302$1,434
April 11, 201811$2,5008326$1,6905$809
April 3, 201815$13,400111219$12,0206$1,090
March 28, 201810$4,00010927$3,8703$215
March 19, 201817$5,800135110$5907$5,165
March 12, 201815$3,130114311$2,3604$788
March 6, 201819$5,4001311610$1,5309$4,860
February 27, 201820$6,600136914$5,5306$1,030
February 19, 201815$5,5001411110$3,9906$1,980
February 12, 201823$10,9001715712$7,11011$3,840
February 5, 201816$8,600131007$1,3309$7,800
January 30, 201811$12,60011685$7,3006$4,982
January 24, 201819$9,400151295$2,01014$7,337
January 18, 201810$6,2808492$2,1008$4,188
January 9, 201812$16,50012929$15,8903$475
January 3, 201810$2,5009478$2,3502$150
December 27, 201715$9,000151139$7,5686$1,784
December 18, 201715$13,800161649$13,0107$1,118
December 11, 201714$9,7001012612$2,9404$8,500
December 4, 20176$1,8006315$1,5101$300
November 28, 20177$3,8508764$3,2603$285
November 16, 201710$2,70010486$1,8404$856
November 8, 201715$2,380179110$1,8605$516
November 1, 201712$4,70017949$3,4004$1,300
October 23, 201715$10,500106710$9,7804$1,530
October 18, 20176$2,000373$2253$1,820
October 10, 201712$6,5701009$3,8803$3,360
October 2, 20178$3,10011193$1,6305$1,750
September 25, 20178$4,8808795$2,6605$2,070
September 18, 20179$4,7703$3006$4,470
September 12, 201711$4,4308$2,0303$2,400
September 1, 20174$1,3103$3171$1,000
August 23, 201711$13,64098$11,8403$1,800

That’s not as many deals as last week’s 27 transactions for $13.9 billion but comparable to the 14 deals for $8.2 billion this time last year.

Note: Texas Lawbook corporate transactions editor Claire Poole contributed to this article.

M&A/PRIVATE EQUITY/FUNDING

Shearman Advises Hitachi on $9.6B Acquisition of GlobalLogic

Hitachi announced last week plans to acquire digital engineering services company GlobalLogic as part of a $9.6 billion deal, which includes the repayment of debt. 

GlobalLogic, which is headquartered in the Silicon Valley and provides software product development, is expected to bolster Hitachi’s Lumada digital solutions and services through its in-demand capabilities to design and deploy new platforms.

Shearman & Sterling advised Hitachi on the deal with a team led by Daniel Mitz of California as well as Alain Dermarkar and Bobby Cardone of Dallas. It also included Kyle Park, Efren Lemus, Domenic Frappolli and Emily Greenwood, all of Dallas, in addition to Silicon Valley’s Robert Bucella.

Credit Suisse Securities acted as financial adviser to Hitachi. 

Kirkland & Ellis served as legal advisor to GlobalLogic with lawyers from New York, Washington, D.C., and Chicago, while Goldman Sachs & Co. and J.P. Morgan Securities were the company’s financial advisors.

The deal should close in July.

Pioneer to Acquire DoublePoint Energy

Last week, Pioneer Natural Resources announced a definitive agreement to purchase DoublePoint Energy in a transaction valued at $6.4 billion.

You can find more details on the deal here, in addition to the story behind it here.

Gibson Dunn & Crutcher served as counsel to Pioneer with a team led by partners Michael P. Darden of Houston and Jeffrey Chapman of Dallas. It also included Dallas partner Jonathan Whalen, Houston of counsel James Robertson, New York associate Kristen Poole, Houston associate Nathan Zhang and Denver associate Graham Valenta. Dallas partner Krista Hanvey advised on benefits; Dallas associate Michael Cannon on tax aspects; Washington, D.C. counsel Andrew Cline on antitrust aspects; and Houston partner Shalla Prichard on finance aspects.

Vinson & Elkins and Alston & Bird advised DoublePoint.

The V&E team was led by Jim Fox, Doug McWilliams and Shay Kuperman, with assistance from Jackson O’Maley, David Bumgardner and Michael Zarcaro. Other key team members included Dan Komarek, Sydney Verner, Billy Vranish, Patrick Whelan, Daniel Wicoff, David Peck, Brian Russell, Tzvi Werzberger, Carter Olson and David Wicklund.

Alston & Bird’s team included Mitchell Griffith, Rob Vartabedian, Conrad Hester, Gaye Lentz and Nick Davis.

The deal was led internally at Pioneer by Mark Kleinman, general counsel, and Tom Murphy, corporate secretary. 

Kirkland & Ellis partners Bill Benitez and Matt Pacey advised Magnetar, a DoublePoint backer.

Dallas’ INW Changes Hands as Foley Advises, Rosewood Exits

Private investment firm Cornell Capital has snapped up Innovations in Nutrition + Wellness from Rosewood Private Investments for an undisclosed sum. 

INW, which is based in Dallas, is a nutritional and wellness products provider with manufacturing operations in four states. Cornell’s track record in consumer and industrial sectors is expected to help further accelerate INW’s growth. 

Rosewood, a family-backed investment firm also based in Dallas, fully exited INW with the transaction.

Foley & Lardner advised Rosewood and INW on the transaction with a team led by partners Chris Converse and Chris Babcock. The team also included partner Mike Donohue; special counsel Nick Peters; and associates Rachel Mozelewsi, Richard Zaleskie and Molly Richey.

Guggenheim Securities acted as financial adviser to INW.

Weil, Gotshal & Manges acted as legal adviser to Cornell Capital with UBS Securities LLC, KKR, Jefferies and Citizens serving as joint lead arrangers.

Foley Advises Dallas’ INW on Bee Health Acquisition

In tandem with INW’s sale to Cornell Capital, the nutrition and wellness products provider also acquired Bee Health, also for an undisclosed amount.

Bee Health, which is based in Yorkshire in the United Kingdom, is a developer and manufacturer of nutritional supplements. The transaction is expected to bolster INW’s global platform and reach, helping it gain a foothold in the U.K. and European markets. 

Terms of the transaction were not disclosed.

Foley & Lardner also advised INW in this deal. Foley’s team was led by partners Chris Converse and Kevin Chumney and also included partner Chris Babcock, partner Mike Donohue and associate Kaitlyn Foley.

Guggenheim Securities is acting as financial adviser to INW.

Addleshaw Goddard is acting as legal adviser to Bee Health, while Alantra Corporate Finance is financial adviser.

Pineapple Payments to Sell to Fiserv With Aid From Weil

Fiserv has entered into a definitive agreement to acquire Pineapple Payments, a portfolio company of Boston-based growth equity firm PSG. Terms weren’t disclosed. 

Pineapple works with about 25,000 merchants using a technology that provides payment processing and omni-channel payment acceptance solutions.

The Pittsburgh company completed seven acquisitions since it first partnered with PSG in 2017. Pineapple’s platform is expected to complement the global business solutions division of Fiserv, which is a payments and financial services tech solutions provider that trades on the Nasdaq and is a member of the S&P 500.

The deal, which was first announced in late March, should close in the second quarter.

Weil Gotshal & Manges and Cozen O’Connor advised Pineapple Payments in the transaction. 

The Weil team was co-led by private equity partners Kevin J. Sullivan of Boston as well as David Gail of Dallas, in addition to associates Edi Rumano of Boston and Courtney Luster of Dallas. Partner Jonathan Macke of Dallas and associate Alexandra Jamel out of New York advised on tax matters.

Savion Sells Massive Solar Project Near Houston

Green Investment Group portfolio company Savion has sold its massive Brazoria West solar project to S&B USA for undisclosed terms.

The project, which is located about 40 miles southwest of Houston, is expected to begin construction in the second quarter and will have an output capacity of 200 megawatts of renewable solar energy.

Norton Rose Fulbright advised Savion. Norton’s Becky Diffen of Austin led the sale, while Ben Koenigsberg of New York is leading the team advising on debt and tax equity financing. Other team members included Megan Savage and Geetika Jerath of Houston, David Burton, Richard Susalka and Benjamin Grayson of New York, Caileen Kateri Gamache of Washington, D.C., and Houston and Bob Greenslade of Denver.

The transaction is set to close this spring.

Baker Botts Advises ESO on Investment from Vista Equity

ESO Solutions has signed on to receive a “significant” strategic investment from Austin-based Vista Equity Partners. 

Terms of investment were not disclosed and the transaction is expected to close in the second quarter

ESO, which is also based in Austin, is a data and software company focused on servicing EMS, fire departments, hospitals and state EMS and trauma offices. The infusion from Vista is expected to help ESO continue to grow at a rapid rate and joins backing from tech-focused private equity firm Accel-KKR, which has been invested in the company since 2016.

Goodwin Procter advised ESO with Baker Botts also providing local Texas counsel to the company. 

The Baker Botts team included corporate partner John Kaercher of Austin and associates Grace Matthews of Austin, Jenna Kabrich of Houston and Brian Golde of Austin, in addition to finance partner Andrew Thomison of Houston and associate Josh Espinosa of Dallas.

Others working on the deal were intellectual property senior associates Andrew Wilson of Washington, D.C., and Tyler Beas of Dallas; labor and employment partner Jennifer Trulock of Dallas; and executive compensation associate Gabriela Alvarez of Houston.

Kirkland & Ellis advised Vista.

Aeris Partners served as financial advisor to ESO and Accel-KKR while Robert W. Baird & Co. served as financial advisor to Vista.

Trammell Crow Sells Houston Apartment Complex

Trammell Crow Residential announced March 25 the sale of its Alexan South Side apartment project in Houston to Madera Equity.

Terms of the transaction for the 270-unit complex were undisclosed.

Jones Day advised on the transaction with a team led by Dallas partner Michael Ording.

The four-story wrap complex on Houston’s Bellaire Boulevard was completed in February 2018.

Norton Rose Counsels on Two Alternative Energy Deals

Belltown Power Texas announced March 26 the close of the sale of a 150 megawatt development-stage solar project located in Hill County to a confidential buyer. The terms were confidential.

A unit of UK-based Belltown Power, Belltown Power Texas was formed in 2016 by Jeff Clay, formerly of the Roofing Supply Group. Belltown Power Texas is headquartered in Dallas.

Norton Rose Fulbright advised Belltown Power with a team led from Austin by partner Becky Diffen that included senior counsel Sam Porter and Amy Mitchell and associates Josh Rocha, Eli Gaylor and Geetika Jerath, all of Houston.

Partner Amanda Rosenberg pitched in on taxes from Houston and counsel Bob Greenslade (Denver and Houston) weighed in on regulatory issues.

Norton also advised several lenders on the $93.3 million in financing for the construction of a series of utility-scale battery storage projects by Key Capture Energy. The team was led from New York but included two Texas lawyers: global projects associate Geetika Jerath and counsel Sam Porter.

Latham & Watkins Advises Atomico on Lilium’s $830M De-SPAC

Lilium, the German manufacturer of a seven-seat eVTOL jet, is taking the SPAC route public with a merger announced March 30 with the blank check company Qell Acquisition Corp. The new company will be called Lilium and will trade on the Nasdaq.

Cash proceeds from the merger are estimated at $830 million, including $380 million from Qell’s trust account and $450 million in a private investment in public equity deal. The PIPE contributors include Ballie Gifford, BlackRock, Tencent, Lightrock, LGT and Palantir and PIMCO.

The Lilium jet, an electric-powered vertical take-off and landing craft, is still in the design stage. An earlier five-seat demonstrator was flight-tested in May 2019 but was subsequently destroyed in a fire during maintenance, according to evtol.com, an industry website.

Latham & Watkins advised Atomico, a major shareholder in Lilium GmbH, with a mainly European team that also included Latham partner and SPACmeister Ryan Maierson from Houston.

The transaction values the combined company at about $3.3 billion.

Kirkland, Latham Advise on ECP Acquisition of Liberty Tire Recycling

Energy Capital Partners, an investment firm that specializes in decarbonization and other sustainability infrastructure, announced April 1 that it had purchased Liberty Tire Recycling from the Carlyle Group. Terms of the transaction were undisclosed.

Liberty operates a network of processing plants and collection points that salvages 190 million tires each year for the recycling of three billion pounds of rubber.

A Carlyle fund (Carlyle Strategic Partners IV) had become the company’s majority equity sponsor in 2017.

Kirkland & Ellis advised ECP in the transaction. The Kirkland team was led primarily from Houston by corporate partner Bill Benitez and associates Brice Lipman and Benjamin Rowe of Dallas.

Other lawyers were debt finance partners Lucas Spivey and Jordan Roberts, both of Houston; Houston tax partner Mark Dundon; and environmental transactions partners Paul Tanaka of San Francisco and Houston; and Michael Saretsky of San Francisco.

Latham & Watkins advised Pittsburgh-based Liberty Tire Recycling with lawyers from Washington, D.C., and New York.

Houlihan Lokey is serving as the lead financial advisor and BMO Capital Markets is serving as co-financial advisor.

ECP has offices in New Jersey, New York and Houston. Its senior partner and founder is Doug Kimmelman, a Goldman Sachs alumnus who formerly sat on the board of Summit Midstream Partners.

Tyler Reeder, managing partner of ECP, described Liberty in a statement as “part of a vital sustainability supply chain in North America.”

Liberty Tire Recycling CEO Thomas Womble said, “Under Carlyle’s leadership, Liberty transformed into a national company with strong assets, broad capabilities and innovative products. We are excited to partner with ECP as we continue our growth trajectory and increase our capacity to recycle tires into a wide range of beneficial, eco-friendly products.”

Locke Lord Counsels ENGIE on Sale of Waterbury Generation Facility

Hull Street Energy announced April 1 that it has agreed to acquire a 100% interest in the 96 megawatt Waterbury (Connecticut) Generation facility from a unit of ENGIE for an undisclosed sum.

The transaction gives Hull Street 53 power generation facilities with 1,000 megawatts of power generation from clean and renewable sources.

ENGIE was advised by Locke Lord partner Bill Swanstrom and associate Kenton Wilson, both of Houston. Their team included Ben Cowan, David Harrell, Sara Longtain, Ed Razim, Jeff Wallace and Claire Armstrong, all of Houston, and Geoff Polma in Dallas as well as lawyers from Hartford, Providence, New York and Washington.

Troutman Pepper acted as legal counsel to Maryland-headquartered Hull Street Energy. 

CAPITAL MARKETS

Baker Botts Aids Underwriters on BNSF $925M Debt Offering

Burlington Northern Santa Fe priced a public offering last week of $925 million of its 3.3% debentures due September 15, 2051. The company, which is a unit of Berkshire Hathaway and best known for its BNSF Railway unit based out of Fort Worth, expects to use net proceeds for general corporate purposes.

BofA Securities, Citigroup Global Markets, Goldman Sachs & Co. and J.P. Morgan Securities are the joint book-running managers for the offering.

Baker Botts served as outside counsel to the underwriters with a team that includes corporate partner Carina Antweil of Houston, senior associate Lakshmi Ramanathan and associates Garrett Hughey and Malakeh Hijazi, all of Houston.

Other attorneys included tax partner Jon Lobb of Houston and special counsel David Morris of Palo Alto; and environmental partner Scott Janoe and associate Laura Williams, both of Houston.

Arcosa Offers $400M in Senior Notes With Advice From Baker Botts

Arcosa, a provider of infrastructure-related products and solutions, announced the pricing of a private offering of $400 million in senior notes due in 2029. The offering is expected to close April 6. 

The company, which trades on the New York Stock Exchange, plans to use the proceeds to fund its acquisition of StonePoint Ultimate Holding and affiliated entities, which is expected to close this month. Proceeds could also be used for general corporate purposes in addition to repaying any outstanding borrowings under Arcosa’s $150 million 364-day credit facility.

Baker Botts advised Arcosa on the offering with a team including corporate partners Samantha Crispin of Dallas and Adorys Velazquez of New York, special counsel Jennifer Wu of Austin and associates Derek Gabriel and Rusty Shellhorn, both of Dallas; and finance partner Luke Weedon of Dallas and special counsel Clint Culpepper of Austin.

Others included tax partner Stephen Marcus and senior associate Jordan Hahn, both of Dallas; employee benefits partner Robin Melman of New York and special counsel Krisa Benskin of Houston; and environmental partner Aileen Hooks and associate Catie Arnold Miller, both of Austin.

V&E Advises on $350M Public Offering of Decarbonization Plus III

Decarbonization Plus Acquisition Corporation III on March 23 announced the start of its initial public offering of 35 million units at $10 per unit with each unit consisting of one share of common stock and one-third of one redeemable warrant. The offering closed on March 26.

Decarbonization Plus is the fifth SPAC formed by Riverstone Investment Group and its affiliates. The blank check company is seeking a target focused on advancing global decarbonization, as its name suggests.

Vinson & Elkins advised Decarbonization Plus in connection with its offering with a team led by Ramey Layne, Brenda Lenahan and Stancell Haigwood, with assistance from Joe Milano, Julie Bontems and Madelyn Fife and Jason McIntosh, David Peck, Christine Mainguy and Lauren Nieman.

Credit Suisse and Citigroup are acting as joint book-running managers.

Ibere Pharmaceuticals Closes $138M Offering

Pittsburgh-based Ibere Pharmaceuticals closed its initial public offering priced at $138 million at the beginning of March. The blank-check company, which trades on the New York Stock Exchange, plans to focus on opportunities in the life sciences and pharmaceutical industries. 

Shearman & Sterling advised Ibere on the offering with a team that included Austin partners Carmelo Gordian and Brian Dillavou, counsel Michelle Kwan and associates Cassandra Cuellar, Jae Kim and Don Song; Dallas partner Ryan Bray; and New York partner Kristina Trauger.

Raymond James & Associates acted as the sole book running manager.

Another Fertitta SPAC, His Fourth, Prices IPO

Tilman Fertitta is liking the business of blank check acquisition, as evidenced by his fourth registered SPAC, Landcadia IV, which announced March 24 the pricing of its IPO with expected total proceeds of $500 million.

As with Fertitta’s past SPAC issues, the company aims to target an investment or merge with a business in the entertainment industry.

Sponsoring the acquisition company along with Fertitta is Richard Handler, CEO of the Jefferies Group. Jefferies is also the sole book-running manager for the issue.

According to the company’s prospectus, White & Case represented Landcadia IV with lawyers from New York.

Latham & Watkins represented the underwriters, again with lawyers from New York.

Management of the company includes executives from Fertitta’s other concerns — CFO Richard Liem and general counsel Steven Scheinthal, both of Fertitta Entertainment, and Nicholas Daraviras of Jefferies. Directors include Scott Kelly of Fertitta’s Golden Nugget Online Gaming and Dona Cornell, general counsel and chief legal officer of the University of Houston.

If you’re keeping score at home, the Fertitta SPAC roll call is getting longer of late. Landcadia Holdings, his first, went public in 2016 and acquired Waitr, a food delivery startup in 2019. Landcadia II went public in May 2019 and subsequently acquired Fertitta’s own online casino business Golden Nugget Online Gaming in December 2020. And Landcadia III went public in October 2020 and subsequently acquired The Hillman Group, a Cincinnati-based manufacturer of hardware items and accessories.

Latham Advises Manager in Voyager Aviation Exchange

Voyager Aviation Holdings announced an offer to exchange all of the more than $415 million unsecured 8.5% senior notes due this year for 100% of the pro forma equity of the company and up to $150 million in new 8.5% senior notes due 2026. The offer also includes an exchange for current equity holders of about $15 million in the new notes.

The exchange is part of a proposed out-of-court arrangement for votes on an in-court Irish Scheme of Arrangement related to a pre-packaged Chapter 11 plan. Voyager is a privately held aviation investment firm based in Ireland.

Their investments include cargo carriers as well as passenger airlines, the latter of which have been particularly hard hit by the decline in travel due to the coronavirus pandemic.

Voyager is being advised by Milbank. Noteholders are being advised by Clifford Chance and Skadden Arps.

Latham & Watkins advised the deal manager in the transaction with a team led by Houston partner David Miller and New York partner David Hammerman. They were assisted by Houston associates Monica White, Lexi Santa Ana, Kate Wang, and Austin Johnson and New York associate Misha Ross.

Advice was also provided on tax matters by Houston partner Bryant Lee, with Houston associates Mike Rowe and Marianne Standley.

©2023 The Texas Lawbook.

Content of The Texas Lawbook is controlled and protected by specific licensing agreements with our subscribers and under federal copyright laws. Any distribution of this content without the consent of The Texas Lawbook is prohibited.

If you see any inaccuracy in any article in The Texas Lawbook, please contact us. Our goal is content that is 100% true and accurate. Thank you.

© Copyright 2023 The Texas Lawbook
The content on this website is protected under federal Copyright laws. Any use without the consent of The Texas Lawbook is prohibited.