The Texas Lawbook

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CDT Roundup: 11 Deals, 7 Firms, 65 Lawyers, $3.2B

Last week ended on a reasonably decent note as OPEC and Russia (OPEC+) agreed to continue through July the production cuts they signed off on in April.

But oil prices continued to lag anyway as Saudi Arabia, Kuwait and the United Arab Emirates announced that they wouldn’t continue the additional 1.18 million barrels per day over the 9.7 million barrels per day agreed upon by OPEC, according to Reuters.

Some analysts are worried that the OPEC+ deal could be short-lived if U.S. shale producers open up too quickly to take advantage of what amounts to a slight uptick in price and demand. The bottom line is that quick additions to already swollen stocks could cause OPEC+ to rethink their own curbs in production. It’s a conundrum.

Editor’s Note: Claire Poole is on medical leave. But be assured that she will be returning as soon as possible.

In a conversation with IHS Markit guru Daniel Yergin, ConocoPhillips CEO Ryan Lance said the crash in demand caused by COVID-19 likely means that the shale-driven years of growth for growth’s sake are over for the foreseeable future.

“Shale is not broke; shale is not gone; shale will come back,” Lance told Yergin. “But I do think it comes back slower because there’s going to be pressure on companies to confine their capital program, maybe not grow dramatically as they were before, because I don’t think the access to capital in the investor community, at least in the public side of the business, is going to be as robust as it was over the last decade.”

It may be asking too much to make sense of this week’s 11 deals. They were valued at $3.218 billion with 65 Texas lawyers billing from eight different firms. That actually compares favorably with the 13 deals worth $2.87 billion at this time last year.

But there are reasons to view last week’s numbers as less than they seem. Two of the seven M&A/PE funding deals actually took place in March — just before COVID-19 shut everything down. And of those seven, only two had disclosed values totaling only $470 million, and one of those involved a $250 million refinance of a deal made last year.

Weekly Corporate Deal Tracker Roundup Stats

A compilation of weekly stats from The Lawbook's CDT Weekly Roundup
(Deal Values in Millions)
Week EndingDeal CountAmountFirmsLawyersM&A CountM&A Value $MCapM CountCapM Value $M
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

On the other hand, the capital markets side, there were four offerings worth $2.75 billion. Three of them were in industries that many predict are headed for major upheaval: aviation (the ever-resilient Southwest Airlines); restaurants (Tex-Mex tabernacle Chuy’s), and energy (Plains All-American Pipeline).

The fourth is in the “pet wellness” business. I’ll let you, Gentle Reader, figure out where that fits.

M&A/PRIVATE EQUITY/VENTURE CAPITAL

Kirkland Advises Transportation Infrastructure Partners in terminal acquisition

Transportation Infrastructure Partners, a joint venture between Ridgewood Infrastructure, LLC and Savage Enterprises, LLC, announced June 1 that it was acquiring the Carolina Marine Terminal, a multi-modal marine dry good bulk port facility located in Wilmington, North Carolina.

The Kirkland team, mostly out of the firm’s Houston office, was led by corporate partner Bill Benitez and associate Rob Goodin. They were assisted by debt finance partners Lucas Spivey and Jenelle DeVits; real estate partner John Goldman; tax partner Mark Dundon and environmental transactions partner Alexandra Farmer. DeVits is from Boston-based and Goldman is in New York. All others are from Houston.

The acquisition of CMT — which provides transport, logistics management, and product handling services — is the first for Transportation Infrastructure Partners since formation of the joint venture earlier this year. Ridgewood Infrastructure is a New York-based investment and management firm that specializes in funding and managing diverse middle market infrastructure projects. Savage Enterprises, a subsidiary operation of Savage Companies, is an industrial transportation and services company located in Houston.

Ryan Stewart, managing director of Ridgewood, said the first acquisition of the joint venture is an important one. “CMT’s deep-water port, storage facilities, access to major rail and highway routes, and highly efficient operations combine to provide the company with a sustainable competitive advantage.”

Locke Lord Advises Melody Investment Advisors in Uniti Towers Purchase

New York investment firm Melody Investment Advisors announced June 1, it had closed the acquisition of 90% of Uniti Towers, the wireless tower business of the real estate trust Uniti Group Inc. for $220 million.

A Locke Lord team advised Melody Investment on the transaction, led by partners Rob Mouton and Bob Baute out of New Orleans and Providence, respectively. The team included Dallas-based tax partner Will Becker and real estate associate David Allen, also of the Dallas office.

Melody Investment Advisors will fund the purchase from Melody Communications Infrastructure Fund II and Uniti will retain 10% of Uniti Towers through an investment affiliate of Melody. The deal includes over 500 wireless towers based in the U.S.

The deal was announced May 11.

Willkie Advised Marco Group International on March Acquisition of APE Companies

Willkie Farr & Gallagher revealed last week that it had advised CapStreet-backed Marco Group International in its acquisition of APE Companies earlier this year.

The merged operation, announced March 3, is in the process of changing its name to Allredi, and the combination will become a top North American distributor of surface preparation, abrasives and safety products. Terms of the deal were undisclosed.

Willkie’s team was led by Houston corporate partners Bruce Herzog and Angela Olivarez.

The same team was involved in the Marco Group’s acquisition last June of Canada’s Manus Abrasive Systems, also for an undisclosed sum.

Founded in 1944, Marco makes and distributes surface preparation equipment and consumables to industrial contractors in the industrial, infrastructure and downstream energy markets throughout the U.S. and internationally. Marco was acquired by Houston-based CapStreet in 2017. CapStreet is a private equity firm that invests in entrepreneur, family or employee-owned, lower middle market companies in the industrial and business services sectors.

John Kaul, CEO of Marco Group, will lead the combined company from its Pasadena, TX headquarters as CEO, while Michael Miller, the CEO of APE Companies, will transition to an advisory role and will also be on the Board of Directors of the new company.

For over twenty years, APE has been a leader in providing abrasive products, including garnet and equipment, to fill the surface preparation needs of its customers. During its history, APE has opened new locations and, through acquisitions, further expanded its branch network and offering to include safety products, industrial supplies, environmental remediation and disaster response.

APE also maintains and rents a large fleet of surface preparation equipment. APE was acquired by Ridgemont Equity Partners in September 2014.

Willie Advises Artisan Design Group in Acquisition of Value Plus Flooring

In another belated deal announcement, Willkie Farr & Gallagher announced last week that they had advised Southlake-based Artisan Design Group in its March 3 acquisition of Value Plus Flooring.

Houston partner Scott Miller led the Willkie team.

Artisan Design Group is a dealer of flooring products and services, providing design, procurement, installation and quality control of flooring and complementary products for homebuilders and multi-family developers.

As a portfolio company of The Sterling Group ADG operates more than 90 distribution, design and service facilities and coordinates installation through over 1,300 independent contractors across 17 states. ADG was formed in 2016 through the combination of Floors Inc. and Malibu Floors.

Value Plus is a leading provider of installation services for flooring and complementary products, primarily serving multi-family new construction and multi-family relay/aftermarket segments. Headquartered in Eagan, Minnesota, the Company serves the Minneapolis-Saint Paul region and surrounding areas, and has been supplying general contractor, multi-family developer and homebuilder customers since 1996.

Founded in 1982, The Sterling Group is a Houston-headquartered private equity investment firm that targets controlling interests in basic manufacturing, distribution and industrial services companies.

Typical enterprise values of these companies range from $100 million to $750 million. Sterling has sponsored the buyout of 56 platform companies and numerous add-on acquisitions for a total transaction value of over $10.0 billion. Currently, Sterling claims over $2.0 billion of assets under management.

Locke Lord Advises Stewart Information Services on Acquisition of Appraisal Company

In a move to broaden its real estate footprint, title insurance giant Stewart Information Services Corporation announced June 4 its acquisition of Kansas City-based United States Appraisals.

Locke Lord Houston partners Christopher Martin and Stuart Larson advised Stewart on the transaction. Terms were not disclosed. Berkery Noyes served as exclusive financial advisor to United States Appraisals.

Houston-based Stewart says the move expands its existing title insurance, settlement services, appraisal/valuation, and other real estate transaction services for lenders, consumer banks and investors on a national basis.

“At Stewart, our vision is to become the premier title services company. This acquisition shows our commitment to investing in Stewart by expanding our existing valuation service offerings, allowing us to serve our entire customer base better, propel additional growth and enable appraisal process innovation and modernization,” said Fred Eppinger, Stewart CEO.

The acquisition comes just weeks after Stewart announced that the COVID-19 pandemic had forced the company to begin staff reductions and other cost-cutting measures that would save the company about $60 million annually across its various business lines.

The United States Appraisals portfolio not only includes clients and a respected national expertise in residential appraisal services, but also technology-driven services like the Valuguard Home Inspection mobile application.

V&E Advises Apollo Global in $250M Funding for NGL Energy Partners

Vinson & Elkins announced June 4 that they advised affiliates of Apollo Global Management in their $250 million term loan to NGL Energy Partners.

According to NGL, the money will be used to refinance an existing $250 million bridge loan established last July with TD Securities and the New York branch of Toronto Dominion Bank toward the acquisition of Mesquite Disposals Unlimited.

The primarily Houston-based V&E team was led by partners Guy Gribov and senior associate Zach Rider with assistance from partners James Longhofer and Brian Moss and associates Joe Higdon and Ariel Guerrero-Stewart. Also advising were partner Wendy Salinas and associate Liz Snyder (tax); partner Jim Fox (New York), senior associate Megan Menniti and associate Jack Moxon (corporate); partner Steve Abramowitz, Dallas senior associate Katie Grissel and Dallas associate Kristie Duchesne (restructuring/reorganization); counsel Scot Dixon (real estate); and Dallas associate Devin Kerns (commercial litigation).

The new term loan has a three-year maturity and is callable after two years at par. It bears interest at LIBOR plus 8.00%, subject to a 1.50% LIBOR floor and includes similar financial covenants as the Partnership’s existing revolving credit facility, among other terms. The loan is secured by a first lien interest in the Partnership’s assets.

NGL Partners acquired New Mexico-based Mesquite Disposals in July 2019, along with its fully interconnected produced water pipeline transportation and disposal system in the Texas-New Mexico border region.

Morgan Lewis Advises Tailwind-backed HMT in Dunham Engineering Acquisition

HMT LLC, a portfolio company of Tailwind Capital, based in The Woodlands, announced the acquisition of Dunham Engineering, Inc. a structural and corrosion engineering firm specializing in tanks and towers.

Morgan Lewis advised HMT, a global leader in aboveground storage tank solutions including design, construction, maintenance, inspection, and repairs of tanks. Dunham provides storage tank and corrosion engineering and inspection services primarily in the Southwest.

The HMT deal team was led by M&A partner Sameer Mohan, with Tara McElhiney and Clara Betancourt as the M&A associates from Texas on the deal. The team included tax and employee benefits lawyers from Philadelphia and Boston. Tailwind was represented by Davis Polk out of New York. 

The internal legal team at HMT was led by General Counsel Wendy Knight, who is also based in The Woodlands. 

CAPITAL MARKETS/FINANCINGS

Vinson & Elkins, Sidley Advise on Southwest Airlines $1.8B Senior Notes

Vinson & Elkins announced June 3 that it had advised Southwest Airlines in the pricing of its underwritten public offering of $1.8 billion in senior notes.

The V&E corporate team was led by Dallas corporate partner Robert Kimball, along with capital markets partners Brenda Lenahan in New York and David Stone out of Houston. They were assisted by senior associate Katherine Frank and associates Cameron Land, Elizabeth Janicki and Claire Wenholz, all of Dallas.  Advising on tax matters were partner Wendy Salinas and associate Lauren Meyers, also from Dallas.

Sidley Austin represented the underwriters, which included Citigroup  Global Markets, BofA Securities, BNP Paribas Securities, J.P. Morgan Securities and Morgan Stanley.

Goldman Sachs & Co. LLC and Wells Fargo Securities are acting as joint book-running managers for the offering.

Houston partners Kevin Lewis and Jon Daly co-led the Sidley team, which included associates Kayleigh McNelis, Leslie Slaughter and Sabina Wahl, also of Houston. Lawyers from New York pitched in.

The issue consists of $500 million aggregate principal amount of 4.750% Notes due 2023 and $1.3 billion of 5.125% Notes due 2027. The 2023 notes will be issued at 102.725% of par and the 2027 notes will be issued at par.

The $500 million in 2023 notes are being offered as an add-on to a May 4 issue of $750 million in senior notes issued on May 4 are part of the same class as the initial notes of that series and have identical terms, other than the issue date and issue price, as the initial notes of that series.

Despite the uncertainties facing the air transportation industry as the coronavirus pandemic wears on, Southwest has been on a refinancing tear of late, and V&E’s Kimbell has been front and center. Since February, Kimball has served as the lead counsel on seven fundraising transactions for the airline — including funding received from the Payroll Support Program under the newly adopted CARES Act — that collectively raised a total of $15.1 billion.

The Company expects to use the net proceeds from the offering to repay all of the outstanding borrowings under its Amended and Restated 364-Day Credit Agreement and for general corporate purposes. The Company also intends to terminate the Amended and Restated 364-Day Credit Agreement upon repayment. The offering closed June 8.

Winston & Strawn Advise Chuy’s On $50M ATM

Winston & Strawn announced June 1 that it advised Austin-based Chuy’s on an at-the-market agreement with Jefferies for the sale of $50 million in common stock.

The Winston team was headed by capital markets partner Charlie Haag, along with partner Justin Reinus (corporate governance) and associates Steven Franklin and Emily Semon. All are in Winston’s Dallas office.

The popular Tex-Mex chain said they are slowly emerging from COVID-19 restrictions in relatively good health. While the company was forced to close more than 100 dining rooms for the duration of the various shelter-in-place orders, the company said it more than tripled its pre-coronavirus off-premise sales.

During the eight weeks of restrictive conditions in the 19 states where it operates, the company said it had converted to an off-premises model, with a limited menu, reduced operating expenses and cancellation of all planned non-essential capital expenditures. As of last week, 74 of those restaurants had been opened at various levels of capacity, 18 still offered take-out only and nine remained temporarily closed.

The company said it had also deferred its lease obligations as allowed under the CARES Act. As a result, the company said that as of May 24, it had on hand approximately $32 million in cash and cash equivalents, compared to $28 million eight weeks before.

Although the restaurant chain says it will experience higher expense levels as its restaurants move toward capacity, it also expects an increase in its currently positive EBITDA from $43,000 to $54,000 in earnings from average weekly sales.

V&E, Baker Botts Advise in $750M Plains All American Pipeline Public Notes Offering

Plains All American Pipeline, L.P. opened and priced a public offering of $750 million in 3.80% senior notes.

PAA intends to use the net proceeds from the offering to partially repay the principal amounts of its $600 million 5.00% senior notes due 2021 on or prior to their maturity date in February 2021, as well as acquisitions, capital expenditures and additions to working capital.

Vinson & Elkins represented the company. The V&E team was led by Houston partners David Oelman and Alan Beck with assistance from counsel Chris Mathiesen, senior associate Austin March and associate Madison Guidry.

The underwriters were advised by a Houston-only Baker Botts team led by corporate partners Josh Davidson and Jeremy Moore. They were assisted by associates Jennifer Gasser and Parker Hinman. Tax advice was handled by special counsel T. Chuck Campbell.

J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc. and RBC Capital Markets, LLC are acting as joint book running managers in connection with the offering of the Notes, which is expected to close June 11, 2020. 

Houston-headquartered Plains All American is a publicly traded master limited partnership that owns and operates midstream energy pipeline and logistics services for crude oil, natural gas and NGL. The company owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGL producing basins handling more than 7 million barrels per day of crude oil and NGL in its transportation segment alone.

Winston Represents PetIQ in $143.7M Convertible Senior Notes Issue

PetIQ, an Idaho-based pet medication and wellness company, announced the issuance of senior $143.7 million in 4% senior notes due 2026 in a private offering to institutional buyers. The issue closed May 19.

The proceeds of the offering will be used in part to fund the acquisition, announced in January, of the portfolio for an over-the- counter flea treatment, Capstar, from Elanco Animal Health.

The company was represented by a Winston & Strawn team composed primarily by lawyers from New York and Chicago, but it included Houston corporate associates Ben Smolij and John Niedzweicki.

In connection with the pricing of the notes, the firm represented PetIQ in privately negotiated capped call transactions with two financial institutions. The transactions were designed both to reduce potential dilution of PetIQ’s Class A common stock upon conversion of the notes and to offset any cash payments PetIQ might be required to make in excess of the principal amount of converted notes.

Allen Pusey

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

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