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CDT Roundup: 10 Deals, 8 Firms, 98 Lawyers, $8.9B

Numbers don’t lie, but they need context to have any real meaning.

For the 1893 Columbian Exposition, the City of Chicago built an expansive assemblage of 200 buildings in less than two years. Sprawling across 690 acres south of downtown, the beaux arts structures came to be known as The White City — so named for the gleaming whitewash that adorned their walls. Those walls, however, were made of “staff” — an impermanent mixture of plaster, cement and jute. And after an amazingly successful exposition, most of the buildings were left to turn gray from pollution until they were finally destroyed by fire.

With that in mind we come more directly to this week’s numbers which, like The White City, look pretty good until we see what they’re made of.

This week there were 10 deals. Nine were M&A and funding. There was one capital markets transaction accounting for $100 million of the week’s $8.9 billion in value.

Those numbers in June of last year would have been pretty close to average; low in deal count, but higher than two of those weeks that saw values of $2.9 billion and $4.5 billion. Not bad. Not great.

But a closer look at the deals reveal more plaster than stone, more whitewash than substance, transactions that closely reflect the temper of these coronaviral times. And if you’re on the hunt for hope, don’t follow the money.

The big deal — a $5.6 billion acquisition of BP assets in Alaska by Houston-based Hilcorp Energy — is just closure for a series of transactions announced last year. Three other transactions, worth a total of $3 billion, represent DIP loans for three bankrupt energy companies. A $100 million cap markets transaction is a secondary offer in a highly active solar energy company from which the company will take nothing.

But there is flesh on the bones of several of the other transactions, PE deals for undisclosed sums. Each is part of either a growth or consolidation strategy that has tumbled ahead despite (or perhaps because of) the current environment:

The purchase of four new solar/photovoltaic plants in Mexico continues the steady march of renewables;

Two acquisitions in the software/technology sector;

An East Coast acquisition by an aggressive West Coast commercial refrigeration company, and

The midstream bolt-on purchase of a Southeast PV pipeline.

The reality is that all of these deals meant billables for 98 Texas lawyers at eight different firms. But in the end they may represent a new normal for the foreseeable future of DIP loans, consolidations and reductions of debt.

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 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

M&A/FUNDING/VENTURE CAPITAL

Hilcorp Completes $5.6B Acquisition of BP Alaska Assets

Hilcorp Alaska announced July 1 that it had completed its previously announced $5.6 acquisition of substantially all the upstream and midstream Alaska-based assets owned by BP.

The assets include properties in the Milne Point and Point Thomson fields and the Prudhoe Bay oilfield where BP is the operator. This transaction marks Hilcorp’s fourth major acquisition in Alaska since 2012. It positions Houston-based Hilcorp, the purchaser’s parent, as one of the largest oil and gas producers in the state.

Baker Botts represented BP in the complex transaction which was first announced in August 2019.

Nearly the entire Baker Botts team was based in Houston led by energy projects partner Dan Mark and corporate partner Justin Hoffman. They were assisted by the firm’s energy team, including: partner Craig Vogelsang, senior associate Luke Burns, and associates Branden Lankford and Joyce Banks. The corporate team included partner Katie Belleville and associate Stephen Noh.

Tax advice was provided by partners Robert Philpott and Renn Neilson, as well as senior associate Ben Geslison and associate Thor Fielland . Guidance on finance was provided by partners Rachael Lichman and Dan Tristan, Austin senior associate Clint Culpepper and Dallas associate Josh Espinosa. Financial restructuring advice was provided by Dallas partner Omar Alaniz , while partner Brooke McNabb and senior associate Kim White counseled on litigation issues.

A Kirkland team out of Houston advised Hilcorp led by corporate partners John Pitts and Jhett Nelson, with associates Will Mabry, Brice Lipman, Trevor Crowley and Dustin Davis.

Baker Botts Advises Riverstone Holdings on J/V Acquisition of Photovoltaic Plants in Mexico

Baker Botts said June 29 it had counseled New York private equity firm Riverstone Holdings in two separate transactions resulting in the purchase of four solar photovoltaic plants in Mexico.

The first, announced last week, involved Riverstone’s purchase of an 80% interest in the first two of the plants: one in Coahuila, the other in Aguascalientes, both fully operational since January.

The purchases were made from Otras Producciones de Energía Fotovoltaica S.L. known as Opdenergy, a company specializing in the development, construction, operation and financing of renewable energy assets.

The purchases were made by Vera Renovables, an 80/20 joint venture between Riverstone and Opdenergy formed to develop, acquire and/or construct new renewable energy projects in Mexico, including Opdenergy’s PV pipeline in Mexico.

The purchase modeled an earlier, similar purchase on March 31 a Riverstone partnership with White Summit Capital, a Swiss firm specializing in infrastructure and management. Their Mexico-based partnership, White River Renewables, purchased two solar panel manufacturing plants from JinkoSolar — one in Jalisco, the other on the Yucatán Penninsula.

Both have been fully operational since 2018.

Baker Botts represented Riverstone in both transactions with a team headquartered in primarily Houston. The team was led bycorporate partner Jeremy Moore with associates Stephen Noh and Jack Chadderdon. Tax advice was provided by partner Ron Scharnberg and Dallas associate Jordan Hahn.

Formed in 2000, Riverstone Holdings is an energy focused private equity firm. Riverstone is headquartered in New York with offices in Houston, London and Mexico City.

V&E, Orrick Advise on Black Bear NGT Acquisitions from Third Coast Midstream

Houston-based Black Bear Transmission announced June 29 the bolt-on acquisition of natural gas transmission assets from Third Coast Midstream. No price was disclosed.

The transaction furthers the strategic investment in midstream infrastructure in the Southeast. Black Bear was formed last by the London/New York firm Basalt Infrastructure Partners after a similar acquisition from Third Coast. And in April of this year, Black Bear acquired the Ozark system from Enbridge.

V&E advised Basalt on the transaction with a Dallas-based team led by Mike Saslaw, assisted by counsel Elena Sauber and associate Alex Turner.

Orrick served as counsel to Third Coast Midstream.

Barclays was exclusive financial advisor to Basalt and BMO Capital Markets advised Third Coast.

The latest purchase includes 1,400 miles of natural gas pipeline in Alabama, Louisiana and Mississippi. The system delivers more than 800 MMcf per day to utilities and other end-users from several long haul pipelines.

“This investment expands our asset base of high-quality, demand-driven natural gas pipelines in the Southeastern United States,” said Rene Casadaban, Chief Executive Officer of Black Bear Transmission.

“The NGT Assets are highly complementary to our existing Black Bear footprint and are strategically positioned to capture continued natural gas demand growth in the region,” said Black Bear CEO Rene Casadaban.

Based in Houston, Third Coast GC is Nadine Moustafa, a Fordham law grad and former energy associate at Baker Botts. She became GC at Third Coast in September 2019 after serving as associate GC at American Midstream, the predecessor to Third Coast.

Amrita Jaijee is the London-based GC for Basalt. She joined Basalt in 2012 from Macquarie where she focused on asset management in the real estate and infrastructure sectors. She holds an MA in jurisprudence from Oxford University and is a member of the Law Society of England and Wales.

Simpson Thacher, Kirkland Advise on $30M DIP Agreement for Bankrupt Lilis Energy

Lilis Energy Inc., which declared bankruptcy in the Southern District of Texas on June 28, received $30 million in loans as part of a prepetition agreement with the company’s reserve base lenders.

Fort Worth-based Lilis Energy is an upstream oil and gas producer that operates mainly in the Permian’s Delaware Basin. The RSA included a sign-off by investment funds and entities affiliated with Minnesota’s Värde Partners, Inc., which collectively own all the company’s outstanding preferred stock.

Simpson Thacher represented BMO Harris Bank, the administrative agent for the RBL lenders. The Simpson Thacher team included credit partner Erland Modesto, and associates Andrew Lanius and Dylan Benac, all of the firm’s Houston office. Litigation and restructuring were handled out of Washington D.C. and New York.

Kirkland represented Värde with a Texas-heavy team led by restructuring partner Brian Schartz, who offices in New York and Houston, transactional partners Lucas Spivey and Jhett Nelson, along with associates Rebecca Walton and Randy Santa Ana.

The restructuring support agreement committed all of the company’s prepetition lenders to providing $15 million in new money along with a roll-up of $15 million in existing reserve-based loans. The plan is aimed at a consensual restructuring but includes the possibility of a sale.

Simpson Thacher Advises on Sable Permian DIP Loans

Simpson Thacher also represented JPMorgan Chase Bank as an administrative agent in the Sable Permian Resources bankruptcy filed June 25.

JPMorgan Chase is representing RBL lenders and DIP lenders in a prepetition agreement connected with the restructuring. In that prepetition agreement, the RBL lenders committed to $150 million, $75 million in new money and a $75 million roll-up for existing RBL loans. The agreement commits to a dual-track process that will result in either a consensual restructuring or a sale.

The Simpson Thacher team was led from its New York office, but included Houston-based partner Matthew Einbinder, associates Brandon Barton and Zain Rifat, and counsel Brad Honeycutt.

Sable Permian, a quintessential West Texas fracker, was created from American Energy Partners, a company formed in 2013 by Aubrey McClendon, founder of Chesapeake Energy. At bankruptcy the company had $744 million in bond obligations and $575 in revolving loans with only $48 million in cash.

Bracewell Represents Crédit Agricole in $2.9B McDermott Exit Financing

Bracewell represented Crédit Agricole Corporate and Investment Bank as lenders’ agent in McDermott International’s emergence from bankruptcy.

The global oil field service company’s successful restructuring resulted in an equitization of nearly all of McDermott’s $4.6 billion debt load. The company’s exit financing included a $2.4 billion letter of credit and $544 million in funded debt.

The transaction was financed by a $2.81 billion DIP loan that closed with McDermott’s petition for Chapter 11 restructuring filed in January.

Advising Crédit Agricole in the latest transaction was a team of Bracewell lawyers from New York and Washington D.C. Texas lawyers involved include partners Trey Wood, Jason G. Cohen, Tom M. Tomlinson and Manuel Vera, all of Houston. Others include counsel Leslie M. Hansen and associate Lindsey Alhadef of Dallas, as well as Houston associates Christie Lattimer, Dadren Babineaux, Sylvia Cherem and Shruthi Prabhu.

Kirkland & Ellis represented McDermott in the bankruptcy.

The company’s reduction of debt was also aided by the $2.725 billion sale in January of its Lummus Technology subsidiary to a joint venture between Rhône Capital and Haldia Petrochemicals, backed by the Chatterjee Group.

McDermott is a fully integrated provider of engineering and construction services to energy producers in 54 countries.

Locke Lord Counsels CAI Software in Robocom Acquisition

Locke Lord announced last week that it represented CAI Software LLC in its acquisition for an undisclosed sum of Robocom Corporation in a deal that closed June 5.

Both are enterprise software providers to various vertically integrated production chains. In their announcement, CAI emphasized, in particular, the addition of Robocom’s warehouse management software as a complement to CAI’s other industrial and production-tracking products.

The deal team was led by Greg Heath and Lauren Corbeil, both of Houston. The team also included Eric Larson, Sara Longtain, Tammi Niven, Ed Razim, Buddy Sanders, Jason McCloskey and Mike Bennett. The entire team was Houston-based except for Bennett who offices in Chicago.

Based in Smithfield, Rhode Island, CAI provides software for production and inventory tracking for companies in select vertical markets, including building materials, food processing, precious metals and discrete manufacturing. Its flagship product, ShopVue is marketed as a user-friendly, modular productivity tool for managing processes, machines, orders and people.

Robocom focuses on the day-to-day tracking of warehousing, distribution, third-party logistics, transportation and trucking operations. CAI says Robocom will operate as a subsidiary of CAI Software and will maintain its current sales and development facilities and offices in Farmingdale, New York, and other strategic locations in the U.S. and Canada. Robocom CEO Kristi Kennedy and other employees and managers will continue in their current jobs.

Locke Lord Advises Main Street Capital in IDX Exit

Main Street Capital Corporation announced June 24 that it had fully exited its investments in IDX Broker with its sale of the real estate software-as-a-service provider.

The sale was made for an undisclosed sum to an unidentified strategic investor. But Main Street said it gained $9.3 million on its equity investment in the deal.

Main Street was represented by a Locke Lord team led by Greg Heath and Liz Genter, both of Houston. They were assisted by Lauren Corbeil, Sara Longtain, Ed Razim, Buddy Sanders and Hayley McElhinney, all of Houston, along with Mike Bennett in Chicago and Geoff Polma in Dallas. 

Main Street, an investor in middle market companies, said it made an initial debt investment of $10.6 million and a $5 million equity investment in IDX in 2013. Based in Eugene, Oregon, IDX gathers data scraped from interactions with the Multiple Listing Services real estate database and delivers them to websites for real estate professionals.

Main Street CEO Dwayne Hyzak, an Arthur Andersen alum, is a longtime executive with Main Street. The company’s General Counsel is Jason Beauvais, a 2002 grad of the University of Houston Law School and worked formerly at Baker Botts.

V&E Counsels CoolSys on Mid-Atlantic Acquisition

Ares Management-backed CoolSys Inc. announced June 29 that it had acquired Richmond Refrigeration Service, a commercial refrigeration and air conditioning company serving the Mid-Atlantic states. Terms of the transaction were undisclosed.

Vinson & Elkins advised CoolSys on the acquisition. The V&E corporate team was led by partner Brittany Sakowitz with associates Kelly King and Ben Sandlin. Also advising were counsel Christie Alcalá and senior associate Alex Bluebond on labor and employment issues; senior associate Kristy Fields on executive compensation and benefits, and partner Lina Dimachkieh and senior associate Paige Anderson on tax issues.

Richmond Refrigeration, headquartered in Ashland, Virginia, is the latest acquisition by CoolSys, part of a course of aggressive expansion set by company CEO Adam Coffey and supported by parent Ares Management. A tab on its website is titled “Sell Us Your Company.” And it’s the company’s fourth acquisition in the past nine months.

On June 22 CoolSys announced the acquisition of Eastern Refrigeration. In December CoolSys bought Michigan-headquartered Tech Mechanical and Virginia-based BRR Refrigeration. In October 2019 CoolSys bought Building Air Services of Florida. CoolSys itself was acquired by Ares from Audax Private Equity in March 2019.

California-based CoolSys has Texas connections among its acquisitions; three of its subsidiary companies — Legacy Air, Service Refrigeration and Building Air Services — operate in Texas.

But the company’s general counsel, Burton Hong, also has Texas roots. Before graduating from Georgetown Law, Hong gained his undergraduate degree from Rice University and worked as an intern for U.S. District Judge Vanessa Gilmore before working as a litigation and enforcement associate in the Washington D.C. offices of Jones Day and later LeClair Ryan.

CAPITAL MARKETS

Baker Botts, V&E Advise on Sunnova Offering

Renewable energy provider Sunnova Energy International announced July 1 a secondary offering of more than 6 million shares of its stock valued at $100.3 million.

The stock was being offered by affiliates of Energy Capital Partners. Sunnova said it is not offering any shares and will not receive any proceeds from the sale of shares.

J.P. Morgan, BofA Securities, Credit Suisse and Goldman Sachs & Co. LLC are acting as joint book-running managers. Baird, KeyBanc Capital Markets, Roth Capital Partners, B. Riley, JMP Securities and Raymond James are acting as co-managers.

Baker Botts advised Sunnova with a Texas team led by corporate partners Travis Wofford and Josh Davidson and senior associate Sarah Dodson, all of Houston. They were supported by Houston associates Mitch Athey, Parker Hinman and Malakey Hijazi. Tax advice was provided by partner Michael Bresson from Houston and partner Jon Nelson from Austin. Houston partner Danny David also advised.

V&E advised the underwriters with a team led by partners David Oelman and Ramey Layne, along with senior associate Crosby Scofield. They were supported by associates Anne Peetz, Andrianna Frinzi and Houston Morgan.  Tax advice was provided partner David Cole and counsel Debbie Duncan. Also advising on the matter were Houston counsel Damien Lyster, Washington D.C. energy associate Melan Patel and environmental partner Mathew Dobbins.

Sunnova is a leading residential solar and energy storage service provider, serving more than 85,000 customers in more than 20 U.S. states and territories.

Specifically, the stockholders are offering 6,076,890 shares of Sunnova common stock at $16.50 per share, a total value of $100,268,685. The underwriters have a 30-day option to purchase an additional 911,533 shares.

Allen Pusey

Allen Pusey is a senior editor and writer at The Texas Lawbook.

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