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The Texas Lawbook

Free Speech, Due Process and Trial by Jury

  • Appellate
  • Bankruptcy
  • Commercial Litigation
  • Corp. Deal Tracker/M&A
  • GCs/Corp. Legal Depts.
  • Firm Management
  • White-Collar/Regulatory
  • Pro Bono/Public Service/D&I

CDT Roundup: 12 Deals, 10 Firms, 127 Lawyers, $2.9B

June 7, 2022 Allen Pusey

It has been a long, and in some ways strange, recovery for oil and gas M&A since April 20, 2020 — the nadir of oversupply that drove oil pricing into negative territory.

But what Covid took away from the price of a barrel of oil, the crisis of European energy demand has returned. On December 1, the WTI price of a barrel of oil was $66.50 per barrel. Today the price is touching $120 per barrel.

It’s not surprising, therefore, that since the first of the year energy M&A has been dominating the Texas M&A market. But like the rest of the M&A field, the deals are neither as many, nor as valuable as they were as recently as 2019.

But big deals are big deals, even when they take time. So, when a blockbuster comes through, we ought to acknowledge it.

Last week, Australia’s Woodside Petroleum announced the completion of its merger of BHP Petroleum, another Australian-headquartered firm. The deal was announced last August when oil pricing was tepid. As noted above, a lot has changed since we first wrote about it. The deal, originally valued at $28 billion emerged as a $45 billion merger upon its completion this week.

The Woodside deal was handled by Vinson & Elkins with a team led from Houston by partner Kaam Sahely and, according to Sahely, the effort was massive.

“Vinson & Elkins had a team of over 100 lawyers working on this transaction across most practice groups – working hand in hand with Woodside’s internal and Australian counsel (KWM) and counsel in a number of other jurisdictions,” Sahely said in an email.

“V&E has represented Woodside for over a decade on a range of significant transactions and we remain very close to Woodside, which is based in Perth,” Sahely noted. “I am Australian, so I visit Australia regularly and maintain a client base of some of the major Australian companies operating globally.”

In any era the merger of two global energy companies would be vast — and complex. And so it was with the merger.

“There were myriad due diligence, regulatory, contractual, securities, compliance, reporting and other challenges that had to be addressed and coordinated across (those) multiple jurisdictions,” Sahely said.

The company will end up with concurrent listings of American Depositary Shares on the New York Stock Exchange and common shares on the London Stock Exchange.

The deal almost doubles the size of Woodside and, take note, gives the company a bolder presence in Texas. BHP has a major office in Houston and sizeable assets, particularly deepwater leases in the Gulf of Mexico. That means V&E’s business with Woodside doesn’t end with the BHP deal.

“We anticipate substantial ongoing work for the V&E team as Woodside absorbs these assets, establishes itself as a US reporting company, and operates as a global top 10 independent energy company by production and the largest energy company listed on the ASX (Australian Securities Exchange),” said Sahely.

As we said, it’s a deal worthy of special note.

For the week ending June 4 there were a dozen transactions worth $2.9 billion. Nine were M&A deals worth $692 million. Three were capital markets deals worth a little more than $2.2 billion. That’s three deals and about $1 billion less than 9 deals for $3.2 billion the week prior, and far less than the 15 transactions valued at more than $15 billion 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
February 4, 202217$8,0661512513$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

M&A/Funding

North Hudson Resources acquires LOGOS in $402M deal with ArcLight

Deal Description: North Hudson Resources, a Houston-based private equity firm, announced June 2 the acquisition of LOGOS Resources II, an energy affiliate of ArcLight Capital Partners baed in Farmington, New Mexico. The $402 million acquisition was made in partnership with members of the management team of LOGOS. LOGOS’ assets include over 230,000 net acres in the San Juan Basin, current net production of 106 MMcfe per day, and an extensive inventory of drilling locations in the core of the prolific Mancos Shale and Gallup oil play.  LOGOS recently commenced its 2022 drilling program and aims to increase net production to approximately 130 MMcfe per day by year end.

North Hudson Outside Counsel: Skadden, Arps, Slate Meagher & Flom along with Kirkland & Ellis.

The Skadden team was led from Houston by M&A partners Cody Carper (Houston) and Eric Otness (Houston); tax partner Paul Schockett (Washington, D.C.) and associate Jeff Romero (Houston); and corporate associate Paul Kieffer (Houston).

The Kirkland team was led from Houston by corporate partners Rahul Vashi and Lindsey Jaquillard; with assistance from corporate partners Shubi Arora and John Kaercher; debt finance partners Lucas Spivey and Arthur Lotz; and investment funds partner Ian Jelsma.

LOGOS Outside Counsel: Hunton Andrews Kurth led by partners Mike O’Leary and Tammy Brennig and special counsel Hal Haltom and including Tommy Ford, Rob Taylor and Anna McGuire, all of Houston

Stratus closes sale of Austin City Limits venue to Nashville group for $260M

Deal Description: Austin-based Stratus Properties Inc. announced June 1 the completion of the $260 million sale of Block 21 in Austin to Nashville’s Ryman Hospitality Properties. Block 21, a mixed-use development in downtown Austin was wholly owned by Stratus. It includes both the W Austin Hotel and the 2,750-seat Moody Theater, home to Austin City Limits, the longest running music series in television history. Status completed the development in 2010. Ryman, as purchaser, picks up $136 million in mortgage debt with the remainder paid in cash.

Ryman Outside Counsel: Foley & Lardner represented Ryman in the deal with a team led from Dallas by partner Cliff Risman, co-chair of the firm’s Hospitality & Leisure practice,  and included partners Robert Sarfatis, Daniel Bachrach, Randall Jones, Stephen Gilles, Stephen Good, and associate Katherine Dunne.

FinditParts gets $30M in Series A Funding from Crestline Investors

Deal Description: FinditParts, a California-based online vehicle aftermarket parts vendor said May 31 that it had received $30 million in Series A funding from Fort Worth’s Crestline Investors. Founded in 2010 by David Seewack, FinditParts is an omnichannel platform linking distributors and vendors for wholesale and hard-to-find parts. The company says it plans to use the money to further its taxonomy development for auto parts, enabling such technologies as visual recognition and AI. The process will help expand the millions of existing SKUs in the highly-particularized commercial vehicle aftermarket, including medium- and heavy-duty truck and trailer parts from more than 2,000 unique brands.

FinditParts Financial Advisor: DC Advisory

FinditParts Legal Counsel: Prospera Law

Crestline Investors Outside Counsel: Jones Day with William Stewart from Cleveland. No lawyers from Texas were involved.

Southwest invests in sustainable fuels project

Deal Description: Southwest Airlines announced June 1 that it has entered a funding agreement with SAFFiRE Renewables in a project to develop and produce sustainable aviation fuel (SAF) from corn stover — the post-harvest refuse of stalks, leaves and cobs. SAFFire is a company formed by D3MAX, a major biofuels distiller headquartered in Grand Forks, North Dakota. The extent of Southwest’s investment was not disclosed, but was said to match a Department of Energy grant designed to build on technology developed by DOE’s National Renewable Energy Laboratory. The DOE grant, along with Southwest’s funding, supports phase one of the project, which includes technology validation, preliminary design and a business plan for a pilot plant to produce the biofuel.

Southwest Outside Counsel: A Vinson & Elkins team team advised led by partners Robert Kimball and Danielle Patterson, senior associate JP Lopez and counsel Rajesh Patel, with assistance from associates John Larbalestier and Tessa Krieger-Carlisle. Also advising were associate Claire Wenholz (corporate); partner David Peck and senior associate Lauren Meyers (tax); partner Devika Kornbacher and associate Alexa Chally (technology transactions/IP); partner John Decker (energy regulatory); and partner Margaret Peloso (environmental).

CenterGate complete acquisition of marine infrastructure firm

Deal Description: CenterGate Capital, an Austin-based private equity firm, announced May 23 that it had closed its acquisition of RC Rasmussen, a Seattle-based company that specializes in the sale, rental and service of marine equipment. Terms of the deal, originally announced in February, were unspecified. The seller was Mangrove Equity Partners, A Tampa-headquartered middle market PE firm.

CenterGate Capital Outside Counsel: McGuireWoods advised CenterGate with a team led by partner Kash Sethi of Dallas, along with associates Brian Robertson (Dallas) and Shprintza Block (Chicago)

Two PE firms announce partnership with Salvo Technologies

Deal Description: Dallas-headquartered DBHCAP and Tides Capital, based in Pennsylvania, announced May 24 their partnership in Salvo Technologies, a Florida firm that develops and manufactures specialized photonics — including electro-optical components and assemblies, fire control optics, custom camera lenses, multispectral and hyperspectral point detection and imaging systems, and sports accessories. Salvo’s target markets include the defense, security, medical and industrial spaces. Terms of the deal were undisclosed.

DBHCAP Outside Counsel: McGuireWoods advised with a team led from Dallas by partner Jon Finger, with support from Dallas associates Chelsie Kidd, Ryan Mitchell, Josh Powers and Anne Lindsley.

Hartree Partners acquires Sprague Resources

Deal Description: Sprague Resources, a limited partnership that purchases, stores and distributes refined oil and gas products announced June 2 that it has agreed to sell to Hartree Partners all stock in Sprague not already owned by Hartree, making the company a fully-owned Hartree subsidiary. An affiliate of Hartree already owned 74.5 percent of the outstanding Sprague common units. The transaction is expected to close in Q3 2022. Hartree is a global energy investor with offices in Houston and 13 other cities across the globe.

Sprague Financial Advisors: Jefferies

Sprague Conflicts Committee Outside Counsel: Latham & Watkins advised with a corporate team led by Ryan Lynch, Bill Finnegan and Ryan Maierson. The Latham team also included associates Jordan Mack and Ben Marek. Advice was also provided on tax matters by Houston partner Tim Fenn, with associates Dominick Constantino and Chelsea Munoz-Patchen; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; on environmental matters by Los Angeles counsel Josh Marnitz, with Washington, D.C. associate Jim Lambert; on antitrust matters by Washington, D.C. partner Jason Cruise and counsel Patrick English; on regulatory matters by London partner Nathan Seltzer; and on intellectual property and data privacy matters by Bay Area partner Michelle Gross.

Hartree Financial Advisors: Evercore

Hartree Outside Counsel: Vinson & Elkins advised Hartree with a team led by partner Lande Spottswood and senior associate Alex Robertson, both of Houston. Assistance came from  partner David Oelman and associates David Smith, Ted Belden and Jack Peterson, also of Houston. Also assisting were partner Ryan Carney, senior associate Peter Rogers and associate Maddie Brown (tax); partner Brett Santoli, senior associate Maya Bobbitt and associate Cole Renicker (finance); partner Shane Tucker and counsel Dario Mendoza (executive compensation/benefits); partner Sean Becker and associate Peter Goetschel (employment/labor); partner Matt Dobbins and associate Simon Willis (environmental); counsel Rajesh Patel and associate Ricky Legg (technology transactions/IP); partner Damien Lyster and associate Ryan Hoeffner (energy regulatory); senior associate Bryant Buechele (real estate); and partner Sarah Mitchell (insurance).

Note: Spottswood, Robertson and Oelman were part of the V&E team that advised Hartree in its April 2021 purchase of a majority interest in Sprague from Axel Johnson, Inc.

Intrepid-backed Rio Grande E&P divests its O&G Assets

Deal Description: Rio Grande E&P announced June 1 that it has agreed to sell substantially all its oil and gas assets accumulated since its founding in 2018 by energy entrepreneur Glenn Hart. The company, backed by Intrepid Investment Management, said it was selling its asset portfolio — which includes substantial interests in Webb and Zapata Counties, as well as unconventional assets in the core dry gas window of the Lower Eagle Ford — to two separate buyers who were not disclosed.

Rio Grande Financial Advisor: Intrepid Partners

Rio Grande Legal Counsel: Rio Grande was counseled by Locke Lord with a team led by Houston partner Hunter Summerford. Additional assistance was provided by Joe Perillo, Jerry Higdon, Eric Larson, Brandon Lobb, Tammi Niven, Terry Radney, Buddy Sanders, Case Towslee and Kenton Wilson (all of Houston).

Nautic Partners recaps IT Solutions Consulting

Deal Description: Locke Lord announced last week its involvement in the closing May 11 of a recapitalization by Nautic Partners in IT Solutions Consulting, a web services company headquartered in Fort Washington, Pennsylvania. The recap by Nautic, the level of which was undisclosed, will allow the company to expand it services into cybersecurity and cloud solutions, and extend its service area beyond Great Philadelphia and the Mid-Atlantic region.

Nautic Outside Legal Counsel: The Locke Lord team was led from Providence by partners Mike Newquist and Jim Cavanaugh with additional support from Dallas by associates Philip Bush, Sarah Rous and Robin Shaughnessy. Lawyers from Chicago (Peter Wynacht and Michael Bennett), Hartford (Ted Augustinos) and Atlanta (Nya McCray) pitched in.

Capital Markets

Burlington Northern prices $1B public note offering

Deal Description: Burlington Northern Santa Fe, the Fort Worth-based transportation giant wholly owned by Berkshire Hathaway, announced May 31 that it had priced a public offering of $1 billion aggregate principal amount of its 4.450% Debentures due January 15, 2053. The joint book-running managers for the offering are BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.

Counsel to Initial Purchasers: Baker Botts advised Burlington Northern with a team headquartered in Houston. The corporate team included partner Carina Antweil, special counsel Lakshmi Ramanathan and associate Chandler Block, along with partner Jon Lobb and associate Phillip Clifton on taxation and partner Kimberly White on environmental issues.

Oncor places $800M in senior notes

Deal Description: Texas-based Oncor Electric Delivery Co. announced its private placement of $800 million in senior notes on May 20. One $400 issue of 4.15% senior secured notes was earmarked for green projects. The other issue for $400 million was for 4.60% senior secured notes due 2052. Initial purchasers included: TD Securities, Mizuho Securities, Wells Fargo and SMbC Nikko Securities.

Counsel to Initial Purchasers: Hunton AK advised Wells Fargo with a team led by Michael Fitzpatrick and Adam O’Brian, both of New York, but included partner Robert McNamara and associate Tim Strother, both of Houston, advising on taxation.

Diversified Energy completes $445M ESG-aligned securitization.

Deal Description: Diversified Energy Company announced May 31 that on May 27 it closed an asset backed securitization of substantially all its remaining unsecured Appalachian oil and gas assets. The Birmingham-based company said the transaction resulted in a redetermination of its undrawn borrowing base at $300 million. Diversified plans to use the proceeds to repay all its borrowings under its pre-existing revolving credit facility, resulting in a pro forma liquidity of $500 million as of March 31, 2022. According to Diversified the ESG framework for the arrangement, linked to pre-established key performance indicators, was reviewed by Sustainable Fitch.

Diversified In-House Advisors: Ben Sullivan, EVP and GC; John Crain, VP of Treasury and Michelle Matthews, Associate GC.

Diversified Outside Counsel: Latham and Watkins advised with a team led by Austin partner David Miller and Houston partner Jeff Muñoz. The team also included Houston associates Alice Parker, Zainab Hashmi and Morgan Moore, and Austin associates Gabi Hasson and Cecilia Turchetti. Advice was provided on finance matters by Houston counsel Natalie McFarland, with Houston associate Kirby Swartz; on derivative-related matters by New York partner Yvette Valdez and Washington, D.C. counsel Brett Ackerman; on structured finance matters by New York partner Loren Finegold; on bankruptcy structuring matters by New York partner David Hammerman; on tax matters by Houston partners Tim Fenn and Jim Cole, with Houston associate Emily Fawcett; and on environmental matters by Los Angeles counsel Josh Marnitz.

Allen Pusey

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

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