The Texas Lawbook

Free Speech, Due Process and Trial by Jury

CDT Roundup: 12 Deals, 7 Firms, 79 Lawyers, $29.65B

Just as the flurry of special purpose acquisition company initial public offerings has subsided, so has the volume of client inquiries into the space, according to sources.

The year has seen 413 SPAC IPOs – and just shy of 300 of those hit in the first quarter.

Attention has shifted toward joint ventures or the prospect of private equity teaming up with strategics for growth equity investments or even new ventures for many sponsors. 

And for those still looking into the formation of a new SPAC, it’s more than likely it will come from an entity that is a second- or third-time issuer with at least one business combination under its belt. 

Expectations to PIPE – the verb form tied to private investment in public equity funding – within two to three months of an offering has also been tempered as the year’s initial SPAC fever reeled itself in.

It comes as no surprise that, according to sources, the SPAC slowdown is due, in part, to a combination of statements from the SEC, the possibility of Congress getting it together enough to alter securities law and the unknown timetable for any prospective legislative changes.

While the formation of a SPAC in and of itself doesn’t leave a lot of room for creativity, the tax structure on the de-SPAC side gives sponsors the opportunity to entice investors and a target’s existing shareholders.

“There are generally not a lot of material issues to work through in the merger agreement, but getting the structure right from a tax perspective and protecting value after signing are two important ones,” said Debbie Yee, a Houston-based partner in Kirkland & Ellis’ transactional practice. 

“A lot of thinking is around earn-out structures and how you bridge the valuation gap,” she added.

David Wheat, a tax partner practicing in Kirkland’s Dallas and Houston offices, points to a newer technique he’s seen among clients. 

“One interesting thing I’m seeing in the SPAC area is that sponsors will give up some of their B shares to certain anchor investors to incentivize them to buy in the IPO and, in some cases, to buy in the IPO and hold through the de-SPAC,” said Wheat.

Kirkland partner Mark Dundon, who advises on tax matters out of the firm’s Houston office, concurred with both Yee and Wheat. 

“It seems like in all of these deals the economics of what happens to the founder shares in the de-SPAC transactions is something that’s open to a lot of negotiation and different creative solutions to bridge some of the value gap – whether that’s subject to some type of earn out, based on where the share price goes or things like that.”

As of late, the more creative tax pieces have tended to help woo brand-name investors. Those big names can lend credence to a transaction, though the need to find added-value opportunities to entice investors indicates a softening IPO market.

Sources are less concerned – or, at the very least, not any more concerned in an additive way – than they were earlier this year that the flurry of SPACs would find a suitable target within their prescribed timeframes.

During the past week, Texas counsel did not take part in any SPAC IPOs or de-SPAC mergers – at least in the deals reported to The Texas Lawbook. 

Eleven M&A and funding deals and one capital markets transaction involving 79 Texas-based lawyers from seven firms tallied to more than $29 billion.

The combination of Australia’s BHP and Woodside accounted for more than $28 billion of the activity. And the piecemeal asset sales from Fort Worth-based Basic Energy Services’ Chapter 11 proceedings have several Texas firms and their Texas-based lawyers vying to win out in a stalking horse process.

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 Count
CapM Value $M
December 2, 202313$6,72095712$6,6301$90
November 25, 20239$4,83591316$1,7853$3,050
November 18, 202322$6,568.71718414$4,709.28$1,859.5
November 11, 202315$9,8251317912$6,5813$3,244
November 4, 202315$20,582.51419312$19,417.53$1,165
October 28, 202318$68,419.11815215$66,6463$1,773.1
October 21, 202316$6,755.91616515$6,755.91$3
October 14, 202310$67,851.2131257$61,998.53$5,852.7
October 7, 202317$6,595.51322816$5,995.51$600
September 30, 202317$1,896.451318914$806.453$1,090
September 23, 202323$6,432.71723016$1,402.87$5,029.9
September 16, 202325$23,226.72335316$17,2399$5,987.7
September 9, 202312$6,36981027$4,3115$2,058
September 2, 202314$2,52269213$1,3221$1,200
August 26, 202317 $12,160.25 1320215$ 6,573.252$ 5,587.00
August 19, 202319$11,5051321315$11,2554$250
August 12, 202319$9,698.8131847$3,27012$6,428.8
August 5, 202313$5,2011211812$5,0511$150
July 29, 202315$21,031.61319611$18,292.04$2,739.6
July 22, 202318$3,9921213013$2,8085$1,184
July 15, 202313$8,254.95138113$8,254.9500
July 8, 202316$5,441.451217211$2,4435$2,998.45
July 1, 202316$6,8721010512$5,4744$1,398
June 24, 202313$10,9141620110$7,8743$3,040
June 17, 202317$5,880.71515115$4,705.72$1,175
June 10, 202319$8,516.11311116$6,252.43$2,263.7
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

Last week saw 18 deals totaling more than $15 billion that involved 182 lawyers from 11 firms. During the same period last year, 13 transactions accounted for more than $4.9 billion in activity with counsel from 97 Texas lawyers from 10 firms.

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

M&A/FUNDING

Australia’s Woodside, BHP to Merge

Two Australian energy companies announced plans to combine in an all-stock transaction valued at more than $28 billion. 

Woodside Petroleum is set to merge with BHP Group in a move that will create one of the top 10 largest independent energy companies in the world by production.

Woodside tapped Gresham Advisory Partners and Morgan Stanley Australia as its financial advisors and King & Wood Mallesons and Vinson & Elkins as legal counsel. 

V&E partner Kaam Sahely of Austin and Houston led the transaction for the firm.

BHP used JPMorgan, Barclays and Goldman Sachs & Co. on financial matters. Herbert Smith Freehills was legal counsel to BHP.

Should the transaction close, Woodside shareholders are expected to own 52% of the combined company while BHP would hold 48%.

The deal is expected to close by the end of the second quarter in 2022.

Kayne Anderson Commits $500M to New Energy Company

A newly formed private energy company received more than $500 million in equity from funds managed by Kayne Anderson. 

Black Knight Energy is led by Todd Stevens, the former president and CEO of Occidential Petroleum spinoff California Resources Corp. The company intends to acquire and develop oil and natural gas assets in the lower 48. 

The Kayne Anderson funds included Kayne Private Energy Income Fund II and Kayne Anderson Energy Fund VIII. Black Knight’s management team also participated in the financing.  

Willkie Farr & Gallagher represented Black Knight led by Houston partner Michael De Voe Piazza.

Other Texas-based counsel included Houston partner Robert Jacobson and Houston associates Jason Nasra, Yaniv Maman and Jacob Volz.  

Vinson & Elkins advised Kayne Anderson on the transaction with a team led by Houston partners Matt Strock, Mike Telle and Sean Becker and Dallas partner Shane Tucker along with Houston senior associate Mike Marek and Houston associates Jordan Fossee, Charlie Fitzpatrick and Chloe Schmergel.

Hopper Gets $175M in Series G Round

In a Series G round led by GPI Capital, travel financial technology company Hopper secured a $175 million investment.

Goldman Sachs Growth, Glade Brook Capital, WestCap and Accomplice also provided the growth financing in the round as Hopper looks to regain footing and further its growth after the travel sector experienced a myriad of challenges due to the pandemic.  

GPI selected Kirkland & Ellis and McCarthy Tétrault as legal counsel. 

Partners Kevin Crews and Melissa Kalka led Kirkland’s Dallas-based corporate team along with associates Danny Nappier, Tess Dennis, Sara Phipps and Jack Dougherty.

Other Texas-based counsel included Houston partner Julian Seiguer and Rob Fowler and Dallas associate Logan Weissler. 

UK Company Makes $142M Acquisition

For a cash consideration of $142 million, Family Zone Cyber Safety acquired Smoothwall, a UK-based provider of digital safety solutions that services about 38% of the K through 12 market.

Locke Lord, along with GTP Legal, advised Family Zone on legal matters while Azure Capital acted as corporate advisor. 

Partner James Channo, senior counsel Nick Jennings and associate Peter Wilkie, all of London, led the Locke Lord deal team with Texas-based assistance from partner Lauren Corbeil Clarke and associates Shannon Schroeder and Kenton Wilson, all of Houston.

To fund the acquisition, Family Zone raised $146 million through an entitlement and placement offer with Shaw & Partners and Euroz Hartleys acting as joint lead managers and Argonaut as co-manager.

Stalking Horse Bidders Look to Divvy Up Fort Worth Company’s Assets

Fort Worth’s Basic Energy Services entered into asset purchase agreements with Axis Energy Services, Berry Corp. and Select Energy Services as part of a sales process associated with its Chapter 11 bankruptcy proceedings. 

Axis will purchase substantially all of Basic’s well servicing and completion and remedial assets outside of California for $17.5 million in cash and $7.5 million in preferred equity interest. Berry will acquire essentially all of the assets in California for $27 million in cash and Select will buy substantially all of Basic’s water logistics assets outside of California for $15 million in cash and $5 million in Class A common stock.

The proposed transactions are subject to higher or better offers as Axis, Berry and Select are the stalking horse bidders.

Basic selected Weil, Gotshal & Manges as legal counsel, Lazard as financial advisor and AlixPartners as restructuring advisor.

Dallas partner Rodney Moore and New York partners Sunny Singh and Ray Schrock led the Weil efforts.

Robby Reeb, who joined Basic from Jackson Walker in 2021, is the company’s vice president and general counsel.

Willkie Farr & Gallagher represented Axis and Lime Rock Partners, which provided growth capital to Axis, with Houston-based team led by partners Michael De Voe Piazza and Jennifer Hardy with assistance from associates Will Thanheiser, Lynn Abell and Luke Tanner.

B-29 Investments also backs Longview-based Axis.

Select worked with Vinson & Elkins on the transaction led by Houston partner Stephen Gill. 

Adam Law, who previously practiced at V&E, is Select’s senior vice president, general counsel and corporate secretary.

Kirkland & Ellis represented Berry. Partners Adam Larson of Houston and Austin and John Furlow of Houston led the Kirkland team.

Danielle Hunter, who began her career in V&E’s Houston office and gained additional experience at C&J Energy Services, works as Berry’s EVP, general counsel and corporate secretary.

Bloomfire Recaps With Primus Capital

Engagement software provider Bloomfire unveiled a major growth investment last week.

Private equity firm Primus Capital plans to invest in the Austin firm as it seeks to expand and root out potential M&A opportunities.

Financial terms of the transaction were not disclosed.

Vinson & Elkins advised Bloomfire in the transaction. 

Partner Milam Newby and senior associate Kate Rainey Willson, both of Austin, led the V&E corporate team along with associates Jimmy Chalk of Austin and Houston and Alan Albrecht of Austin. 

Other Texas-based counsel came from Houston partners Jason McIntosh and Thomas Wilson; Dallas partner Shane Tucker; Dallas counsel Dario Mendoza and Sarah Mitchell; Austin senior associate Allyson Seger; Houston senior associate Alex Bluebond; and Houston associates Adam Bateman and Briana Falcon.

Datacor Purchases Houston Process Simulation Software Company

Datacor, a New Jersey company that works with chemical manufacturers and distributors, acquired Houston’s Chemstations, the companies announced last week.

Datacor is looking to Chemstations’ expertise in process manufacturing as it continues to enhance its product offerings.

Financial terms of the transaction were not disclosed.

Porter Hedges represented Chemstations on legal matters.

Partners Craig Bergez and Mandy Diaz and associate Ilana Leuchtag led Porter Hedges’ Houston-based team with assistance from partners Derek Forinash and Tracey Gerber and of counsel Beverly Young.

IFM’s Buckeye Acquires Another Solar Project

Houston’s Buckeye Partners snapped up a 270 megawatt construction-ready solar project, dubbed Project Parker, from San Antonio-based OCI Solar Power.

Financial terms of the transaction were not disclosed, but the assets include two sites located on adjacent land in Texas’ Falls County, south of Waco. 

Buckeye, which is wholly owned by IFM’s Global Infrastructure Fund, selected Vinson & Elkins as its legal advisor in the transaction. 

Partners Matt Falcone of Houston and Eamon Nolan of New York led the V&E corporate team along with associates Anastasia Arsenio of Los Angeles and Helen Xiang of Houston. 

Additional Texas-based counsel came from Houston partners Ryan Carney and Matt Dobbins; Austin partner Mike Tomsu; Dallas senior associate Jared Knight; and Dallas associate Catherine Parsley.

V&E has previously counseled Buckeye, including on its acquisition of a solar development project from Dallas’ Belltown Power Texas in Hill County, Texas.

ATL Backs Sensor Designer to Space Market

New York private equity firm ATL Partners announced on Aug. 19 that it invested in Geost, a designer and integrator of electro-optical and infrared sensors based in Arizona that services national security space missions.

ATL focuses its infusions on the aerospace, transportation and logistics sectors and sees opportunities for both organic and acquisitive expansion at Geost.

Financial terms of the investment were not disclosed.

Geost selected Quilty Analytics as financial advisor while Williams Mullen acted as legal advisor.

Gibson, Dunn & Crutcher counseled ATL on legal matters and KippsDeSanto & Co. advised on financial matters.

Gibson Dunn partners Alexander Fine of Washington, D.C., and Mark Director of Washington, D.C., and New York led the Gibson Dunn team with Texas-based advice coming from Houston partner James Chenoweth and associates Collin Metcalf of Houston and Tyler Richardson of Dallas.

Millwork Company Adds Manufacturing Capacity, Employees

California’s JBI Interiors has added an Arizona manufacturer and installer of architectural woodwork to its stable of offerings. 

Financial terms of the transaction were not disclosed, but the acquisition of Western Millwork Inc. is expected to add 475,000 square feet of manufacturing capacity to JBI along with adding hundreds of employees.

Porter Hedges represented WMI with a Houston-based team led by partner Kevin Poli and associate Erich Schoeffler with assistance from partners Geoff Schultz and Laura Alaniz and of counsel Beverly Young.

Stateside Corporate Finance served as exclusive sell-side financial advisor to WMI.

Ares-backed CoolSys Bolts on Another Company

CoolSys, a refrigeration, HVAC, engineering and energy solutions company backed by Ares Capital Management, acquired T&O Refrigeration as it continues to snap up regional providers.

T&O focuses its efforts on refrigeration services in the southeast U.S. 

Financial terms of the acquisition were not disclosed.

Vinson & Elkins – which has advised CoolSys on several other bolt-on acquisitions, including the buy of TRS-SESCO back in May – represented the Southern California company.

Austin associate Kelly King led the V&E corporate team with assistance from associate Miles Fortenberry. 

Other Texas-based counsel came from Houston partner Lina Dimachkieh, Houston counsel Christie Alcalá, Dallas counsel Dario Mendoza and Houston associate Andrew Mandelbaum.

Houston partner Brittany Sakowitz, who moved to Kirkland & Ellis last month, advised on CoolSys’ purchase of TRS-SESCO along with King and Fortenberry.

CAPITAL MARKETS

BOKF Issues Construction Loan with DFW Airport Ties

BOKF, which does business as Bank of Texas, issued a more than $80 million syndicated construction loan tied to a four-phase development on two leasehold estates owned in fee by DFW Airport.

The planned developed is expected to include three industrial buildings totaling more than 1.9 million square feet.

Bell Nunnally represented BOKF in the transaction, led by Dallas partner Nikki Hurst Gibson, which issued the loan to a joint venture comprised of a New York investment firm and a local North Texas developer.

The following transactions have been added to previous Roundups:

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