• Subscribe
  • Log In
  • Sign up for email updates
  • Skip to primary navigation
  • Skip to main content
  • Skip to primary sidebar
  • Skip to footer

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, 101 Lawyers, $7B

May 16, 2023 Claire Poole

Bryan Loocke, managing partner of Vinson & Elkins’ Houston office, is an unlikely M&A lawyer. The 45-year-old was born in the historically farming community of Wharton, Texas (hometown of broadcast journalist Dan Rather and playwright Horton Foote). His father was in the agricultural business, his mother a kindergarten teacher.

But after graduating summa cum laude from St. Edward’s University in Austin, Loocke went on to UT Law, spent his formulative years at Bracewell, where he made partner, and arrived at V&E in 2015. Both of his younger sisters, too, became attorneys, one a former V&E alum (Lindsay is now deputy general counsel at Kinetik Holdings Inc.).

In this Q&A, Loocke discussed the upstream space, five of his recent deals, how volatility of natural gas pricing is affecting deal flow and his predictions for the balance of the year.

The Texas Lawbook: What’s going on in the upstream part of the oil and gas business?

Bryan Loocke: Generally, we’ve been busy. It’s really been a tale of two cities – the oil side has been extremely busy while gas has slowed. Commodity prices and oil prices were up and stable, which puts us in a position where we can actually get deals done. We’ve had some big ones so far this year: the $4.275 billion acquisition of certain Northern Midland Basin portfolio companies of EnCap Investments LP by Ovintiv Inc. (together with a parallel $825 million acquisition by another EnCap portfolio company from Ovintiv), the $1.6 billion acquisition of Advance Energy Partners Holdings by Matador Resources Company, VTX Energy Partner’s acquisition of Delaware Basin Resources and Baytex Energy Corp.’s $2.5 billion acquisition of Ranger Oil Corp.

Bryan Loocke

We’ve had a large number of deals in the pipeline on the oil side, so we’ve been optimistic that through the end of Q2 we’ll see some transactions get signed if prices hold. On the other side of things, with gas prices bottoming out in the last nine months, transactions on the gas side have hit a complete standstill.

TLB: You have personally advised on five major deals so far this year: EnCap/Ovintiv, Matador/Advance, Vitol/Delaware Basin Resources, Baytex/Ranger and Riley/Cibolo. What made them unique/unusual? 

Loocke: Each of these deals was unique in its own way. The EnCap/Ovintiv transaction was unique in that it involved the sale of four different companies that were run by three different management teams, involved cash and stock consideration, utilized rep and warranty insurance and, to top it all off, we were working the parallel acquisition by another EnCap portfolio of Bakken assets from Ovintiv. Baytex’s $2.5 billion acquisition of Ranger Oil Corp. was especially complicated in that it was a Canadian public company buying a U.S. company. That transaction was mostly led by our capital markets team.

Riley Exploration Permian Inc.’s acquisition was interesting one. The client had owned those properties for years – they used to be the lender to the company that held it and basically took over the property as a result of that lender/borrower relationship. The action we’ve seen has been primarily in the Permian Basin, which further shows that oil has been hot.

TLB: How did V&E win the business of each?

Loocke: Each of these transactions stemmed from client or personal relationships with each company we represented on those transactions.

TLB: What effect is the volatility of natural gas prices having on deal flow?

Loocke: With the ongoing gas price collapse, since the end of 2022 we have seen deal flow on upstream gas deals grind to a complete halt.   

TLB: Has the upstream jumped on the renewable bandwagon, and if so, in what ways? Can it be sustainable/profitable?

Loocke: I would say we’ve seen certain clients looking to, under the Inflation Reduction Act, break into the carbon capture and carbon storage markets. Those are typically the larger companies on the upstream side who are looking to satisfy ESG requirements that the market might like for them to have. Most of our upstream clients are very bullish on the prices given the situation where you’re seeing less capital available to fund oil and gas development. I think we’re going to see more stable or higher prices for a longer period because of that.

TLB: How do you think that upstream deal flow will be for the balance of the year and beyond, both oil and gas?

Loocke: If I was good at predicting, I would probably be in a different business. I do know it will all be driven by how stable prices are. If you get price stability in oil or gas for just three to five months, people will be able to transact. Last year on the oil side, we saw constant fluctuation in prices, which made it difficult to price assets and get deals done.   We have seen a bit of similar fluctuation twice so far this year in that a number of deals were paused in the face drops in oil price drops in mid-March and then again in early May.

TLB: Any hobbies?

Loocke: When I’m not chasing my kids around, I enjoy saltwater fly fishing.

TLB: Last book read? 

Loocke: Ian W. Toll’s Pacific War trilogy

The week ending May 13 (followed by Mothers’ Day) saw a dozen transactions worth just over $7 billion, thanks mainly to the $4 billion Mattress Firm merger described below. If you want to feel bad, compare that to last week’s 20 deals worth $3.3 billion. But if you want to feel better, the same week a year ago yielded only 11 deals for $306 million.

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
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

M&A/FUNDINGS

Tempur Sealy acquires Mattress Firm for $4B

Deal Description: Tempur Sealy International announced May 9 that it is acquiring Houston-based Mattress Firm for $4 billion in cash and stock. Although no Texas lawyers were involved as outside counsel, the deal was guided in-house at Mattress Firm by general counsel Kindel Nuno, senior vice president and legal counsel Daria Russell and director corporate counsel Shruti Patel. For more on this story, click here.

H2B2 Electrolysis merges with SPAC RMG in $750M combo

Deal Description: H2B2 Electrolysis Technologies, Inc., a provider of integrated solutions across the hydrogen value chain, and RMG Acquisition Corp. III, a publicly traded special purpose acquisition company, announced May 11 that they entered into a definitive agreement to take H2B2 public via a combination. The base purchase price is $750 million. H2B2 is separately undertaking a $40 million capital raise transaction, which is expected to close before the proposed transaction.

RMG III’s Capital Markets Advisor: Cohen & Co. Capital Markets

RMG III’s Outside Counsel: Skadden, Arps, Slate, Meagher & Flom (UK)

RMG III’s Spanish Counsel: Pérez-Llorca

H2B2’s Placement Agents: Natixis Partners Iberia and BCW Securities, an affiliate of RMG III

H2B2 Outside Counsel: Latham & Watkins with a corporate team led by Houston partner Ryan Maierson and Houston counsel Thomas Verity with associates Janes Ehinmoro, Monika Kluziak, Zainab Hashmi and Jacob Kempf. Texas advise was also provided on U.S. tax matters by Houston partners Tim Fenn and Jim Cole with associate Christine Mainguy, on environmental matters by Los Angeles/Houston partner Joshua Marnitz; on data privacy/cybersecurity matters by Houston counsel Robert Brown.

Vital Energy buys assets of Forge Energy II Delaware for $540M

Deal Description: O’Melveny said May 12 it advised San Antonio-based Forge Energy II Delaware, an EnCap portfolio company, on its sale of Permian Basin assets to Vital Energy of Tulsa, Okla. The $540 million transaction includes an unnamed third party acting in partnership with Vital. Northern Oil and Gas Inc., or NOG, confirmed May 15 that it was the third party, purchasing a 30 percent undivided stake in the Forge assets for $162 million in cash. The all-cash transaction was announced on May 12.

Expected Closing: Late Q2 2023

From O’Melveny: The team was led by partner Steven Torello with support, in Texas, from partners Will Becker, Michelle Earley and Kimberly Williams, counsel Albert Jou and associates Brooke Alger, Eleanor Gilbert, Silvia Smith and Connor Corbitt.

NOG’s Outside Counsel: Kirkland & Ellis led by real asset M&A partners David Castro Jr., Chad Smith and Will Eiland and associates Jonathan Strom, Mitch Holliman, Curtis French and Mohammad Alkadhem.

Vital/NOG’s Financial Advisor: Houlihan Lokey

Forge’s Financial Advisor: RBC Richardson Barr 

Locke Lord assists Nutex Health on $100M advance deal with Yorkville Advisors

Deal Description: Locke Lord said May 8 the firm advised Houston-based Nutex Health Inc., a publicly traded health care services and operations company, on entering into a pre-paid advance agreement with Yorkville Advisors Global. Under the deal, which was announced April 11, Nutex may request pre-paid advances of up to $25 million out of $100 million over an 18-month period. At the request of Yorkville, Nutex will issue common stock to reduce the amounts outstanding under the advances. The company intends to use proceeds to support its growth, accelerate its footprint, support acquisitions and buy back stock as well as for working capital, president Warren Hosseinion said. Nutex is a physician-led integrated healthcare delivery system made up of 20 small hospitals in eight states and primary care-centric physician networks.

Placement Agent: Northland Capital Markets

From LL: The team was led by Gislar Donnenberg in Houston with assistance provided by, from Texas, Buddy Sanders, Joe Perillo, Jocelyn Coney and Ashley Lopez in Houston and Tammy Woffenden in Austin

Notes: Locke Lord also counseled Nutex on its merger agreement with Clinigence Holdings in 2021 and on its filing of its $315 million resale registration statement with the SEC last year.

Aviat Networks buys NEC’s wireless transport business for $70M

Deal Description: Vinson & Elkins said May 9 it advised Austin-based Aviat Networks Inc. on its entry into a definitive agreement with Japan’s NEC Corp. for the sale of its wireless transport business in an asset purchase transaction valued at $70 million in cash and shares. The deals consists of $45 million in cash and $25 million in stock. Aviat expects to fully fund the cash portion from committed debt financing. Aviat will appoint a board member designated by NEC to Aviat’s board, helping to ensure the deal’s success. The transaction advances Aviat’s strategic goal to create the leading wireless transport specialist and to add meaningful scale to its business, CEO Pete Smith said. Aviat and NEC have a history of collaborating. In 2019, the two companies entered into an agreement for Aviat to serve as the channel partner for NEC in North America.

Expected Closing: Q3 2023 if it clears regulators

From V&E: The team was led by partner Michael Gibson and associate Tim Johnston with assistance from associate Tessa Krieger-Carlisle. Other team members from Texas include associate Haley Titcomb (technology transactions/IP); counsel Allyson Seger and associate Ryan Dolmanet (tax); partner Sean Becker and associate Andrew Cox (employment/labor); partner Shane Tucker and associate Roxy Barbera (executive compensation/benefits); partner Sarah Mitchell and associate Victoria Bahrami-Negad (insurance); and partner Katherine Frank and associate Nina Ramachandran (corporate).

Notes: V&E also advised Aviat when it tried to buy Ceragon Networks Ltd. last year in what’s been called a bitter $235 million takeover battle (Gibson was co-lead with Steve Gill and Frank).

Kirkland advises Braemont on investment in Vixxo

Deal Description: Kirkland & Ellis said May 11 it advised Braemont Capital on its growth equity investment in Vixxo Corp., a provider of tech-enabled facilities maintenance services. Terms weren’t disclosed, although Dallas-based Braemont typically writes a $25 million to $200 million equity check either upfront or invested over time. Braemont announced the deal May 10. Headquartered in Scottsdale, Ariz., Vixxo offers facilities management and trade and project services to convenience, grocery, restaurant and retail customers.

From Kirkland: The team was led, in Texas, by corporate partner Thomas Laughlin and associates Dani Blain and Evan Merritt; tax partners David Wheat and Ryan Phelps; executive compensation partner Stephen Jacobson; environmental transactions partner Jon Kidwell; real estate partner Andy Van Noord; and employment & labor partner Christie Alcala.

Notes: KE’s Laughlin also advised Braemont last month on raising $525 million in capital commitments for Braemont Partners I, which Bloomberg said made it the largest inaugural growth equity fund raised in Texas history.

Fluid System Components acquires Norcan Fluid Power

Deal Description: Fluid System Components Inc. announced May 1 the acquisition of Norcan Fluid Power Co. Terms weren’t disclosed. The acquisition of Norcan, a 50-year-old fluid power distributor serving mobile and industrial industries across Western Canada, expands FSC’s capabilities and reach.

Norcan’s Financial Advisor: KPMG Corporate Finance Inc.

Fluid System Components’ Outside Counsel: Akin led by corporate and finance partners Thomas Yang and Ashton Barrineau Butcher and associates Penelope Shumway and Hannah Bush with assistance, in Texas, from tax partner Julia Pashin and real estate counsel Alex Agahzadeh

Locke Lord advises Hastings Equity in purchase of Clear Path Utility

Deal Description: Locke Lord said April 28 it advised Hastings Equity Partners on its Fund IV portfolio company’s acquisition of Clear Path Utility Solutions, a provider of consulting services to gas and electric utilities. Terms weren’t disclosed. The acquisition, announced April 26, provides new service offerings and expansion by adding vegetation management consulting.

From LL: The team was led by Jennifer Lisi with support from Mike Newquist, both of Providence, with additional assistance, in Texas, from Geoffrey Polma of Dallas and Andrew Reed of Houston.

CAPITAL MARKETS/FINANCINGS

Par Pacific closes $600M asset-based revolver

Deal Description: Par Pacific Holdings Inc. (PARR), Par Petroleum and some of its subsidiaries announced April 26 the closing of a new asset-based revolving credit facility with Wells Fargo Bank of $150 million, which, subject to consummation of the high-conversion, complex refinery in Billings, Montana, increases up to $600 million. Proceeds from the facility were used to refinance PARR’s asset-based revolver and will be used to finance the acquisition of certain assets. Any remaining net proceeds are expected to be used for general corporate purposes. The obligations under the facility are guaranteed by PARR and subsidiaries of Par Petroleum and secured by substantially all assets of Par Petroleum and the guarantors other than PARR.

Arrangers/Bookrunners for Facility: Wells Fargo Bank, Bank of America, Goldman Sachs Bank, MUFG Bank and Fifth Third Bank

Administrative Agent: Wells Fargo Bank

PARR’s Outside Counsel: Baker Botts including, from Texas, finance partners Clint Culpepper and Luke Weedon and associates Dela Peimani and Spencer Crawford and tax partner Jon Lobb

Banks’ Outside Counsel: Latham & Watkins

NOG prices $500M upsized senior notes offering

Deal Description: Northern Oil and Gas Inc., which invests in non-operated minority working and mineral interests in oil and gas properties, priced on May 8 its private offering of $500 million of 8.750 percent senior unsecured notes due 2031 at a price of 98.568 percent of their face value. NOG increased the size of the offering from the previously announced $450 million to $500 million.

Initial Purchasers’ Outside Counsel: Latham & Watkins with a capital markets team led by Austin partners Michael Chambers and Mollie Duckworth with associates Michael Pascual, Brian Golde and Carol Bale. Advice was also provided on environmental matters by Los Angeles/Houston partner Joshua Marnitz; and on tax matters by Houston partners Tim Fenn and Jim Cole with associate Dylan White.

Granite Construction closes $374M in senior notes

Deal Description: Winston & Strawn said May 12 it represented Granite Construction Inc. on its offering of $374 million in 3.75 percent convertible senior notes due 2028 and on an exchange of its 2.75 percent convertible senior notes due 2024 for cash and shares of its common stock.

From Winston: The team was led by partners Justin Reinus and Charlie Haag and included, from Texas, partner Andrew Betaque and associates Michael Carlisi, Emily Semon and Jennifer Ybarra Taylor

Daktronics secures $100M in capital commitments

Deal Description: Vinson & Elkins said May 12 that it advised Brookings, S.D.-based Daktronics Inc. and its board’s strategy and financing review committee in securing $100 million in additional capital consisting of a three-year $75 million senior secured credit facility with JPMorgan Chase and a $25 million convertible debt financing from Alta Fox Capital Management. In connection with the financing, Vinson & Elkins also advised the company and the committee on the standstill and voting agreement between the company and Alta Fox entered into on March 19.

From V&E: The team was led by partners Francisco Morales Barrón, Tzvi Werzberger and Jackson O’Maley with assistance, in Texas, from partner Steve Gill, counsel Carter Olson and Randy Aman, senior associate Sang Lee and associates Layton Suchma, Judy Park, Nina Bhatia and Chloe Schmergel. Other team members from Texas included associates Catherine Briley (finance); counsel Peter Rogers (tax); partner Becky Baker (employment/labor); and counsel Rajesh Patel (technology transactions/IP).

Daktronics’ Other Outside Counsel: Winthrop & Weinstine

Daktronics’ Financial Advisor: Jefferies

Claire Poole

Claire Poole is a senior writer at The Texas Lawbook, where she covers corporate transactions.

View Claire’s articles

Email Claire

©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.

Primary Sidebar

Recent Stories

  • BMW Settles Dallas Suit Over Sale of ‘Lemon’ Used Car
  • P.S. — Foster Child Advocacy, Jury Duty, Mark Melton’s New COO
  • Fifth Circuit Seeks SCOTX Input in Flight Attendants’ Boeing Suit
  • Meaningful Change Requires Personal Investment
  • Trucking Co. Werner Can’t Duck $116M Fatal Crash Judgment on Appeal

Footer

Who We Are

  • About Us
  • Our Team
  • Contact Us
  • Submit a News Tip

Stay Connected

  • Sign up for email updates
  • Article Submission Guidelines
  • Premium Subscriber Editorial Calendar

Our Partners

  • Houston Chronicle
  • Dallas Business Journal
The Texas Lawbook logo

P.O. Box 543455
Grand Prairie, TX 75054

214.232.6783

© 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.