The Texas Lawbook

Free Speech, Due Process and Trial by Jury

CDT Roundup: 11 Deals, 8 Firms, 99 Lawyers, $16.6B

With the oil price plunge of 2014, the need for consolidation became evident among oil and gas companies – but access to capital and a lack of sufficient size to attract investors crippled the necessary push.

Fast forward seven years, there’s been a marked uptick in consolidation in the upstream, midstream and oilfield service sectors. While the shift toward strategic consolidation isn’t surprising, there’s still a need for more after years-long hesitation in the industry.

Transactions through the rest of the year and into the next could range in size with incremental M&A opportunities winning out as companies shed non-core assets in the upstream. Combinations in the midstream could help companies attract much-needed investors and capital that have held back due to a lack of sufficient size.

“What I continue to hear is that growth at any cost is a thing of the past,” Jordan Hirsch, a Houston-based partner at Hunton Andrews Kurth, said in conversation with The Texas Lawbook about the outlook through the end of 2021. “What you have are both boards and shareholders demanding conservative, disciplined capital deployment and moderate growth plans with an emphasis on free cash flow.”

Beyond simple geological acquisitions, geography has taken a more central role in this round of consolidation with neighboring assets creating essentially economies of scale, synergies in G&A expenses and costs.

“If I were to make a prediction, you will continue to see basin consolidation and – probably within a few years – you are going to have a handful of champions in the region,” Hirsch said.

While access to capital remains an issue between investor hesitancy, capital markets and constricted borrowing bases, there are two key M&A tailwinds right now: balance sheets have been cleaned up through finalization of impairments and reduction of liabilities through bankruptcy and debt restructuring and a favorable commodity environment.

“One of the things we’ll continue to see is that these consolidations won’t involve much, if any, cash consideration,” said Mike O’Leary, who is the co-head of Hunton AK’s corporate practice and based in Houston. “It will all be equity-for-equity because there is not enough capital to be able to borrow the money to fund an acquisition to pay people a large premium. Small premium and no-premium deals have been the rule of the day.”

Another potential avenue for companies could come by way of reverse mergers in which private independent companies reemerge bankrupt public companies.

“Since it’s hard to hit the IPO market, you have companies that have come out of bankruptcy that are still public that might be able to have private independence and merge into them through a reverse merger,” Hirsch said.

In last week’s deal activity, Alston & Bird’s Sandy Brown led another regional bank combination as the parent company of Amarillo’s Happy State Bank looks to have a new owner.

A Dallas-based McDermott team played a role in one of last week’s blockbuster deals, representing one of the MailChimp founders in its proposed acquisition by Intuit. And Locke Lord advised a Plano-based home warranty company in its sale to Porch Group.

The week saw eight M&A or funding transactions with more than $15 billion in overall and three capital markets transactions totaling over $1.5 billion. Ninety-nine Texas-based lawyers from eight firms provided counsel.

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
 

The previous week saw 17 deals with a reported value of $10.6 billion with 103 lawyers from 11 firms. During the same period last year, The Texas Lawbook reported six deals at $4.4 billion with involvement from 59 Texas lawyers at eight firms.

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

M&A/FUNDING

Intuit to Acquire MailChimp

Intuit announced plans to acquire email marketing and engagement platform MailChimp for about $12 billion in cash and stock as the financial software giant looks to expand its small and middle-market business services reach.

MailChimp, which is based in Atlanta and has no outside investors, is the product of co-founders Ben Chesnut and Dan Kurzius.

Latham & Watkins advised Intuit on legal matters while Morgan Stanley counseled the Mountain View company on financial matters. Bay Area partner Luke J. Bergstrom led the Latham & Watkins team.

Mailchimp selected Qatalyst Partners as exclusive financial advisor and King & Spalding as legal advisor. Atlanta partners Justin King, Erik Belenky and Keith Townsend led the King & Spalding deal team and George Boutros led the Qatalyst team.

McDermott Will & Emery represented Mailchimp co-founder Dan Kurzius. 

Dallas partners Wilson Chu, Diego Gómez-Cornejo and Joanna Lin led McDermott’s efforts with additional assistance from Chicago partner Eric Orsic, Dallas partner Lindsey Reighard, London associate Matthew Chen and Dallas associate Elizabeth Hattrup.

Intuit plans to finance the transaction through cash on hand and a new debt of about $4.5 billion to $5 billion.

The transaction is expected to close before the end of Intuit’s second quarter of 2022.

Centennial Bank Parent to Combine with Happy State Bank Parent

Arkansas-based Home BancShares will make its grand entrance into Texas with its planned combination with Happy Bancshares.

Home BancShares, which is the parent company of Centennial Bank, will acquire the parent company of Happy State Bank in an all-stock merger valued at about $919 million. 

Happy Bancshares shareholders are expected to receive 2.17 shares of Home BancShares stock for each share that they own.

Home BancShares worked with Piper Sandler on financial matters and Mitchell, Williams, Selig, Gates & Woodyard on legal matters.

Member C. Douglas Buford, Jr. of Little Rock, Arkansas, led the efforts for Mitchell Williams. The team at Piper Sandler consisted of Jon Doyle, Scott Clark, Alex Bondroff, Charlie Smith, Nicole Rose and Cameron Corse

Alston & Bird provided legal counsel to Happy Bancshares while Stephens Inc. acted as financial advisor.

Dallas partner Sandy Brown led the Alston & Bird corporate team along with senior associate Bart Nebergall, also of Dallas.

The Stephens team consisted of Kade Machen, James Clingman, Scott Studwell and Justin Evans.

Happy Bancshares’ chairman Pat Hickman, president and chief executive Mikel Williamson, general counsel David Jones and assistant general counsel Brandon Wing led the internal deal team for the Amarillo-based bank. Wing previously worked alongside Brown at Bracewell.

The transaction, which has already been approved unanimously by both boards of directors, is set to close in the first quarter of 2022.

Houston’s Group 1 to Acquire Prime Automotive

Group 1 Automotive Inc. entered into an agreement to purchase substantially all of the assets of Prime Automotive Group for $880 million, the Houston-based automotive retailer announced on Sept. 12.

The Prime Automotive assets include 30 dealership locations and three collision centers in the Mid-Atlantic and New England markets, which is set to increase Group 1’s dealership count to 218 globally.

Group 1 worked with Lazard as financial advisor and Vinson & Elkins as legal counsel.

Houston partner Gillian Hobson led the V&E team with assistance from Houston partner Chris Collins and associates Libby Gerstner of Houston and John Sager of Dallas.

Further Texas-based counsel was provided by Houston partners Sean Becker, Lina Dimachkieh, Guy Gribov and Jeff Johnston; Houston and New York partner Devika Kornbacher; Houston counsel Scot Dixon, Regina Ibarra and Larry Pechacek; Dallas counsel Sarah Mitchell; Houston senior associates Zach Rider and Sean Hill; Houston associates Maddison Riddick, Peter Goetschel, Kevin Moscon and Curt Wimberly; and Dallas associate Tom Mitsch.

Vice president and general counsel Darryl M. Burman, formerly of Epstein Becker Green Wickliff & Hall and Fant & Burman, led the internal efforts for Group 1.

Al Garner and Jason Wooten led the deal from Lazard.

Jefferies advised Highline Management on financial matters (a unit of Prime’s owner GPB Capital/GPB Automotive) while Skadden, Arps, Slate, Meagher & Flom acted as legal counsel.

Rex Green and Bill Della Giustina led the deal from Jefferies and partner Kim deBeers led from Skadden out of Chicago.

The transaction, which is set to close in late November, will be financed through a combination of cash, credit lines and debt financing.

Group 1 engaged Wells Fargo for an unsecured bridge loan consisting of $250 million in debt financing. 

Battery-swapping Tech Company Becomes SPAC Target

Special purpose acquisition company Poema Global Holdings Corp. selected a merger target: Gogoro Inc.

Poema, sponsored by Princeville Capital, plans to leverage and expand the reach of Gogoro’s battery-swapping and vehicle platforms.

The transaction values Gogoro at $2.3 billion with Poema bringing $345 million of cash in trust and $250 million in private investment in public equity funding.

Gogoro’s shareholders intend to roll 100% of their equity into the combined company and will become majority owners upon closing.

Poema Global worked with Kirkland & Ellis on legal matters.

Hong Kong partners Gary Li, Jesse Sheley, Joseph Raymond Casey and Ram Narayan led the Kirkland transactional team. Texas-based counsel came from Houston partner J. Robert Fowler and Dallas associate Chelsea Bedotto.

Wilson Sonsini Goodrich & Rosati, led by Bay Area partner Mark Baudler, advised on legal matters for Gogoro while Goldman Sachs acted as financial advisor.

Citibank and UBS served as joint placement agents in the PIPE offering with Winston & Strawn counseling the underwriters.

Houston partner Mike Blankenship led the Winston team with assistance from Houston associates John Niedzwiecki, Luisa Patoni and Ben Smolij.

The transaction is expected to close by the end of the first quarter of 2022.

Ioneer, Sibanye-Stillwater Team up for Lithium-boron Project

Australia-based lithium-boron supplier Ioneer and mining company Sibanye-Stillwater have teamed up for a joint venture as the two look to stoke development and production in Nevada’s Rhyolite Ridge.

Sibanye-Stillwater will contribute $490 million for a 50% interest in the joint venture that will focus its efforts on Ioneer’s Rhyolite Ridge Lithium-Boron Project. Pioneer will keep[ a 50% interest and operatorship. 

The companies will jointly seek debt financing for the project’s development and Ioneer will enter in a management services agreement with the JV to develop and operate the forthcoming project.

In conjunction with the JV agreement, Ioneer also entered into a subscription agreement with Sibanye-Stillwater for a strategic placement of $70 million of Ioneer’s ordinary shares. The placement is subject to shareholder approval.

Vinson & Elkins and Ashurst provided legal counsel to Ioneer while Goldman Sachs advised on financial matters.

Partners Kaam Sahely of Houston and Peter Marshall of Dallas led the V&E team with Houston partner Creighton Smith, Houston senior associate Nettie Downs and Houston associate Michael Zarcaro. 

Additional Texas-based assistance came from Houston partner and chairman Mark Kelly; Dallas partner David Peck; Houston partner Jason McIntosh, Jeff Johnston and Larry Nettles; Dallas counsel Robert Ritchie; and Houston associates Sebastian Devora, Travis Ewing and Sarah Coe.

Sibanye-Stillwater selected Macquarie Capital as financial advisor and Davis Polk & Wardwell as legal counsel. 

Partners Michael J. Willisch of Madrid and Jacques Naquet-Radiguet of Paris led the Davis Polk team.

Liberty Latin America Subsidiary Grows in Panama

A unit of Liberty Latin America agreed to acquire América Móvil’s operations in Panama, the Denver-based communications company announced.

Cable & Wireless Panamá, which LLA owns 49% of, plans to acquire the assets in an all-cash transaction with an enterprise value of $200 million. The acquisition will be financed through cash on hand and incremental borrowings.

LionTree advised Cable & Wireless Panamá on financial matters.

Baker Botts and Aleman, Cordero, Galindo & Lee counseled LLA on legal matters.

Partners Jonathan Gordon of New York and Jim Marshall of Houston led the Baker Botts corporate team along with Austin senior associate Grace Matthews and associates Carlos Marquez of Washington, D.C., and Charlie Gili of New York.

Additional Texas-based counsel came from Houston partner Jon Lobb, Houston special counsel Krisa Benskin and Houston associate Gabriela Alvarez.

Senior vice president, chief legal officer and secretary John Winter and VP, head of compliance & ethics Bill Brierly led the internal efforts at LLA. 

AMX selected Freshfields Bruckhaus Deringer and Galindo, Arias & Lopez as legal counsel.

The transaction is expected to close in the first half of 2022.

Macquarie Fund Recaps Waste Firm

A Macquarie fund made a significant investment in waste diversion and recycling company LRS. 

With an eye toward scaling and growth, Macquarie leaned on its $6.9 billion infrastructure fund MIP V to recapitalize the Chicago-based company.

LRS is looking to the fresh funding to add technological capabilities and to expand both organically and acquisitively.

Financial terms of the transaction were not disclosed.

Vinson & Elkins and Much Shelist advised LRS on legal matters while Goldman Sachs acted as lead investment banker and Capstone Partners acted as financial advisory services.

Partner Peter Marshall and senior associate Abby Branigan, both of Dallas, led the V&E team with assistance from associates JP Lopez of Austin and Philip Turpin of Houston.

Additional Texas-based counsel from Dallas partner David Peck and Shane Tucker; Houston partner Sean Becker; Dallas counsel Sarah Mitchell and Dario Mendoza; and Dallas associate Lauren Meyers.

MIP V tapped White & Case as legal counsel and JPMorgan as exclusive financial advisor.

Porch Group Acquires Plano Firm

In a move that allows Porch Group Inc. to enter the home warranty market, the software and insurance-technology company acquired American Home Protect. 

AHP is a Plano-based whole home warranty policy provider, which currently serves 45 states.

Porch Group paid $38.6 million upfront for AHP with a $3 million deferred cash consideration held back to be paid in 24 months and a $4.25 million transaction expense for key employees.

Locke Lord advised AHP in the transaction with Dallas partner Stefan Smith leading the team.

Additional Texas-based assistance came from Dallas partners Mark Backofen, Will Becker, Chrissy Metcalf, Geoffrey Polma and Kimberly Williams; Dallas senior counsel Robin Shaughnessy and Katy Skattum; Dallas associates Sally Cooper, Kelsey French and Jennifer McCoy; and Houston associate Andrew Nelson.

The transaction closed on September 9.

CAPITAL MARKETS

Enterprise Unit Unveils $1B Notes Offering

Enterprise Products Operating, a unit of Houston-based Enterprise Products Partners, priced a $1 billion offering of 3.3% senior notes due 2053. 

Enterprise plans to use proceeds for capital investments and to repay debt, among other general purposes.

Sidley Austin advised Enterprise in connection with the offering.

The Sidley team included Houston partners David Buck, Jon Daly and Angela Richards, along with Houston associates led the Sidley team with additional Texas-based counsel from Kayleigh McNelis, Tanner Groce and Alan Williams.

Acting as joint book-running managers for the offering were Citigroup Global Markets, Deutsche Bank Securities, SG Americas Securities and U.S. Bancorp Investments.

Vinson & Elkins represented the underwriters led by partner Doug McWilliams, counsel Dan Spelkin and senior associate Brett Peace with assistance from associates Markeya Brown, Kathy Phan, Walt Baker and Travis Ewing, all of Houston. 

Additional Texas-based assistance came by way of Dallas partner Wendy Salinas, Houston counsel Larry Pechacek and Dallas associate Jeff Slusher.

National Retail Properties Prices Senior Notes Offering

In an offering expected to close on September 24, National Retail Properties priced $450 million of 3% senior unsecured notes due 2052.

The Orlando-based, retail-geared real estate investment trust focused on triple-net leases plans to use proceeds to redeem its 13.8 million outstanding depositary shares. Each share represents a 1% interest in a share of the company’s 5.2% Series F cumulative redeemable preferred stock.

Acting as joint book-running managers and representatives for the underwriters for the offering are BofA Securities, Wells Fargo Securities, Citigroup Global Markets, PNC Capital Markets, RBC Capital Markets and Truist Securities.

TD Securities and US Bancorp Investments are joint book-running managers while Morgan Stanley, Capital One Securities and Raymond James & Associates are acting as senior co-managers for the offering.

Pillsbury Winthrop Shaw Pittman advised National Retail Properties in the offering.

Vinson & Elkins counseled the underwriters. Partners Chris Green of New York and David Stone of Houston led the V&E corporate team with assistance from Richmond associates Tyler Johnson and Bekah Briggs and Washington, D.C. associate Austin Scieszinski. 

Additional Texas-based counsel came from Dallas associate Olivia Sher.

Bannix Acquisition Corp. Hits Nasdaq

Bannix Acquisition Corp. unveiled its public offering as the special purpose acquisition company raised net proceeds of $69.69 million before deducting underwriting commissions and offering expenses. 

Bannix plans to find a target in the business-to-business software space. 

Loeb & Loeb advised Bannix on the offering led by New York partner Mitchell Nussbaum.

I-Bankers Securities Inc. acted as the sole underwriter.

Shearman & Sterling represented the underwriters with a Texas-based team including Dallas partner Alain Dermarkar, Houston partner Bill Nelson and Dallas associates Michael Walraven and Sara Prendergast.

When Bannix first filed an S-1 with the Securities and Exchange Commission, the blank check company proposed a $100 million IPO before slicing the prospectus in half in July. 

The $69 million offering represents the full exercise of I-Bankers over-allotment option.

©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.