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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, 11 Firms, 112 Lawyers, $32.1B

August 11, 2020 Allen Pusey

Speaking generally, the energy market is no place for pessimism. Thorns have roses; not vice versa.

Down markets remind producers that the business is cyclical. Dry holes are the harbingers of great finds. Bankruptcy is a strategic retreat.

The last few weeks have been a demonstration of that. As of July 31, according to the Haynes and Boone Energy Patch Monitor, there have been 32 energy company bankruptcies filed in North America in 2020. Despite a rebound in crude prices from historic negatives to better than $40bls in all the global markets, energy company bankruptcies seem to be accelerating. In July, two well-heeled energy companies — California Resources Corp. and Denbury Resources — petitioned to restructure, acknowledging a combined $7.7 billion in debt.

Them’s the thorns.

But at the other end of the stem, the problem could be worse. In 2016, there were 34 bankruptcy filings in the second quarter alone — and 70 over the entire year. Moreover, recent weeks have seen some of the biggest deals in M&A have involved energy companies: Chevron/Noble Energy ($13 billion); 7-Eleven/Speedway ($21 billion); NRG/Direct Energy ($3.6 billion). And, finally, the midstream sector seems not to have suffered nearly as much E&P and OFS firms. That could change as the year progresses, of course, but it can be regarded as part of the corsage.

But as in any market, survival goes to those with sustainable finances. For the moment that goes for those who are able to refinance near-term obligations, or trade them for equity. And for those who have trouble resisting the temptation to go “all-in,” this week’s transactions include the cautionary example of Range Resources, the well-regarded Fort Worth energy firm.

Four years ago, during the last spate of energy bankruptcies, Range purchased Memorial Resource Development for $4.4 billion to gain control of Memorial’s Northern Louisiana assets. This week they sold those assets for a price that will end up somewhere between $245 million and $335 million. It was a deal that had soured long before COVID-19 or the crash in oil prices, showing that even deals made during a plethora of bankruptcies can turn out not to be a bargain — but for someone else.

As the Haynes and Boone report observes: “The recent resurgence of confirmed COVID-19 cases in the U.S. and abroad would indicate that any near term sustained demand growth is unlikely to prop up world oil prices higher. Until full economic activity returns and consumer confidence that the worst of the pandemic is behind us, demand levels will remain depressed. ‘Lower for longer’ remains the watchword for producers and their creditors.”

As for last week’s deals, there were 12 transactions reported worth a total of $32.1 billion. Including the $21 billion blockbuster merger of Speedway with 7-Eleven, this represents nine M&A transactions worth $30.5 billion and three capital markets transactions totaling $1.6 billion. Eleven unique firms and 112 Texas lawyers were involved.

Weekly Corporate Deal Tracker Roundup Stats

A compilation of weekly stats from The Lawbook's CDT Weekly Roundup
(Deal Values in Millions)

Week Ending
Deal CountAmountFirmsLawyersM&A CountM&A Value $MCapM Count
CapM Value $M
05-Jul-20259$15,7788914$7,2805$8,498
28-Jun-202513$7,77781547$2,0316$5,746
21-Jun-202516$5,9841011311$3,0875$2,897
14-Jun-20259$4788133603$478
07-Jun-202516$26,2101119611$24,7445$1,466
31-May-202519$23,3811116612$18,6657$4,717
24-May-202515$24,0331112113$23,6242$409
17-May-202516$21,7601214511$18,6155$3,145
10-May-202524$33,1751620619$30,7655$2,410
03-May-202511$4,249139011$2,226.52$2,022.5
26-Apr-202512$8,78791689$6,0113$2,776
19-Apr-202511$8,09771389$7,9852$112
12-Apr-202513$2,392815210$2,0653$327
05-Apr-202519$27,7621518816$25,4733$2,289
29-Mar-202521$8,1881025816$4,1255$4,064
22-Mar-202519$6,4851423115$4,1284$2,857
15-Mar-202513$13,7371315110$9,9324$3,805
8-Mar-20257$2,2345665$2242$2,100
1-Mar-202511$3,05087510$2,5501$500
24-Feb-2512$16,39771496$6,6356$9,862
17-Feb-2517$12,1361313410$9,4112$2,725
10-Feb-2514$7,15491799$4,9505$2,204
3-Feb-2516 $10,068720011$7,5535$2,515
25-Jan-2514$10,261101259$2,2075$8,054
18-Jan-2519$7,3821531612$2,3007$5,082
11-Jan-2521$33,5601618716$32,5215$1,039
4-Jan-259$6,8279809$6,82700
21-Dec-2411$2,79811928$2,2293$570
14-Dec-2415$5,3231218612$3,8123$1,511
07-Dec-2416$4,7661023111$2,32152,445
30-Nov-2410$10,29191034$8,2906$2.001
23-Nov-2415$4,5531515311$3,3794$1,174
16-Nov-2417$11,4881124513$10,1864$1,303
09-Nov-2414$2,1101213912$1,4102$700
02-Nov-2412 $52,788 1110711$52,7381$50
26-Oct-248$3,1608657$3,0651$75
19-Oct-2412$5,3041113611$4,5541$750
12-Oct-2417$8,4381215015$8,1162$322
05-Oct-2422$23,1811218915$19,9807$3,201
28-Sep-2411$2,35671447$534$2,303
21-Sep-2412$9,568101695$4,1017$5,467
14-Sep-2424$10,9881223516$7,1758$3,813
7-Sep-2412$20,4201616811$20,3071$112.9
31-Aug-2413$20,631913412$14,7751$5,856
24-Aug-2419$8,4522132516$7,1023$1,350
17-Aug-2425$49,1961630411$39,38614$9,810
10-Aug-2420$12,2641531216$9,7944$2,470
03-Aug-2426$16,4981633418$8,1378$8,361
27-Jul-2419$16,4422127115$13,8384$2,604
20-Jul-2415$16,0161418410$14,2325$1,784
13-Jul-2420$17,220 1426518$7,146 2$10,074
6-Jul-2411$3,941 11958$2,650 3$1,291
29-Jun-2414$6,296 152248$6,296 6$1,927
22-Jun-2412$5,679 81375$210 7$5,469
15-Jun-2413$9,895 1621410$5,280 3$4,615
8-Jun-2419$23,859 1323912$19,436 7$4,423
1-Jun-2412$34,510 111479$26,110 3$8,400
25-May-2413$9,684 1517110$4,434 3$5,250
18-May-2411$5,490 111738$3,129 3$2,361
11-May-2422$14,855 1422716$11,105 6$3,750
4-May-2413$3,139 98710$1,297 3$1,842
27-Apr-2410$6,684 62810$6,684 00
20-Apr-2419$15,989 111479$5,208 10$10,781
13-Apr-2413$8,952 97610$1,652 3$7,300
6-Apr-2423$26,616 1422214$13,501 8$13,116
30-Mar-2412$9,286 81368$4,299 4$4,987
23-Mar-2418$5,451 1726616$4,759 2$692
16-Mar-2421$11,437 1318614$9,316 6$2,070
9-Mar-2423$4,695 2121819$2,723 4$1,972
2-Mar-2420$9,108 1937214$4,558 6$4,550
24-Feb-2419$16,382 1224815$9,507 4$6,875
17-Feb-2416$29,932 1515712$29,216 4$716
10-Feb-2425$10,750 1719619$5,372 6$5,379
3-Feb-2412$8,416 181259$3,416 3$5,000
27-Jan-249$8,165 9878$7,815 1$800
20-Jan-2414$4,084 1210912$3,219 2$865
13-Jan-2417$33,588 1225612$26,765 5$6,823
6-Jan-248$7,915 8846$7,265 2$650
30-Dec-2317$14,599 129915$2,714 2$11,885
23-Dec-2323$4,182 1321916$1,813 7$2,370
16-Dec-2313$16,436 132807$15,150 5$1,286
9-Dec-2326$14,633.90 1724416$8,095 10$6,538.90
2-Dec-2313$6,720 95712$6,630 1$90
25-Nov-239$4,835 91316$1,785 3$3,050
18-Nov-2322$6,568.70 1718414$4,709.20 8$1,859.50
11-Nov-2315$9,825 1317912$6,581 3$3,244
4-Nov-2315$20,582.50 1419312$19,417.50 3$1,165
28-Oct-2318$68,419.10 1815215$66,646 3$1,773.10
21-Oct-2316$6,755.90 1616515$6,755.90 1$3
14-Oct-2314$67,851.20 131259$61,998.50 5$5,852.70
7-Oct-2317$6,595.50 1322816$5,995.50 1$600
30-Sep-2317$1,896.45 1318914$806.45 3$1,090
23-Sep-2323$6,432.70 1723016$1,402.80 7$5,029.90
16-Sep-2325$23,226.70 2335316$17,239 9$5,987.70
9-Sep-2312$6,369 81027$4,311 5$2,058
2-Sep-2314$2,522 69213$1,322 1$1,200
26-Aug-2317$12,160.25 1320215$6,573.25 2$5,587.00
19-Aug-2319$11,505 1321315$11,255 4$250
12-Aug-2319$9,698.80 131847$3,270 12$6,428.80
5-Aug-2313$5,201 1211812$5,051 1$150
29-Jul-2315$21,031.60 1319611$18,292.00 4$2,739.60
22-Jul-2318$3,992 1213013$2,808 5$1,184
15-Jul-2313$8,254.95 138113$8,254.95 00
8-Jul-2316$5,441.45 1217211$2,443 5$2,998.45
1-Jul-2316$6,872 1010512$5,474 4$1,398
24-Jun-2313$10,914 1620110$7,874 3$3,040
17-Jun-2317$5,880.70 1515115$4,705.70 2$1,175
10-Jun-2319$8,516.10 1311116$6,252.40 3$2,263.70
June 3 202312$6,104.42 121388$4,256.92 4$1,847.50
27-May-2317$12,200 106711$6,165 6$6,035
20-May-2311$22,458.10 81034$19,455 7$3,003
13-May-2312$7,034 101018$5,460 4$1,574
6-May-2320$3,297.60 1819617$2,985.60 3$312
29-Apr-2323$3,691.20 1813517$1,969.70 6$1,721.50
22-Apr-2316$5,570 1410414$4,750 2$1,000
15-Apr-2312$23,818.10 95910$21,618.10 2$2,200
8-Apr-2316$7,949 91739$5,472 7$3,477
1-Apr-2321$18,676.70 1217511$10,926.70 10$7,750
25-Mar-2315$8,779.50 101415$2,362 10$6,416.50
18-Mar-237$14,048.80 6695$13,345 2$703.80
11-Mar-2321$11,576 1616516$8,131 5$3,445
4-Mar-2320$9,668 1122816$8,209 4$1,459
25-Feb-2313$5,335 1313012$4,235 1$1,200
18-Feb-2314$5,743.70 131588$898.70 6$4,845
11-Feb-2316$12,088 1213712$9,965 4$2,123
4-Feb-2317$8,066 1514013$5,614 4$2,452
28-Jan-237$2,180 7755$1,692.75 2$488
21-Jan-2317$5,768 1617412$1,918 5$3,850
14-Jan-2311$2, 800101028$421 3$2,400
7-Jan-2318$8,296 1116714$6,461 3$1,835
31-Dec-2214$2,732 119912$2,092 2$640
17-Dec14$7,919 1311512$7,419 1$500
10-Dec-2214$10,093 128811$7,093 3$3,000
3-Dec-2226$12,800.90 1117220$4,141 6$8,659.90
26-Nov-228$2,266.70 853$76 5$2,190.70
19-Nov-2221$2,886 1521219$2,550 2$336
12-Nov-2213$15,093.70 9819$14,200 4$893.70
5-Nov-222519,337.201650922$8,267.20 3$11,070
29-Oct-2215$7,805.30 911614$7,180.30 1$625
22-Oct-2220$8,193.50 1325313$5,442 7$2,751.50
15-Oct-229$3,046.10 91397$2,588.30 2$457.80
8-Oct-2219$2,011.80 1211416$833.80 3$1,178
1-Oct-2223$5,532.90 1615618$4,952.30 5$580.60
24-Sep-2218$5,194 1421615$4,050 3$1,144
17-Sep-2221$8,352.30 1232015$4,759.60 6$3,592.70
10-Sep-2215$19,853.50 1012613$19,403.60 2$450
3-Sep-229$2,312 9629$2,312 00
27-Aug-2216$30,891.70 1013515$30,666.40 1227.7
20-Aug-2212$1,977 815299253$1,052
13-Aug-2218$8,004.70 1124211$2,844.70 7$5,160
6-Aug-2224$7,948.90 1224017$3,577 7$4,371.90
30-Jul-228$6,941 9787$6,839 1$102
23-Jul-2211$801 119210$801 10
16-Jul-2214$3,650 1012214$3,650 00
9-Jul-2210$3,557.70 7689$3,557.70 10
2-Jul-2218$8,609.40 1315215$2,754.40 3$5,855
25-Jun-2215$6,142 131469$2,017 6$4,125
18-Jun-2217$11,890.10 1422815$11,410 2479.7
11-Jun-2217$7,600 1212310$2,300 7$5,300
4-Jun-2212$2,937 101279$692 3$2,245
28-May-229$3,197.60 11869$3,197.60 00
21-May-2214$7,284.50 1218511$6,609 3$675.50
14-May-2211$306.60 98010$306.60 1$225
7-May-2216$10,451.75 1210812$1,827 4$8,624.75
30-Apr-2216$2,296.50 1615712$895.50 4$1,401
23-Apr-2210$2,241 11588$1,641 2$600
16-Apr-2211$6,643 71568$2,359 3$4,284
9-Apr-2217$4,429 1418411$1,690 6$2,739
2-Apr-2213$1,755 88410$1,145 3$610
26-Mar-2211$3,205 8656$200 5$3,005
19-Mar-2213$2,239.17 910613$2,239.17 00
12-Mar-2218$12,016 1123915$11,965 2$51.35
5-Mar-2217$6,786 1313713$5,161 4$1,625
26-Feb-2212$5,095 81499$4,437.50 3$658
19-Feb-2217$22,229 1717414$21,354 3$875
12-Feb-2212$2,344.70 10738$641.70 4$1,703
5-Feb-2211$2,503 89911$2,503 00
29-Jan-2211$3,872 1210112$3,872 00
22-Jan-2213$5,143.50 109912$4,842.50 1$301
15-Jan-2212$7,605 91559$6,480 3$1,025
8-Jan-2213$8,256.20 1110213$8,256.20 00
1-Jan-229$1,273.80 6509$1,273.80 00
25-Dec-2121$4,734.75 1117616$3,410 5$1,324.75
18-Dec-2126$7,325.20 1519318$3,640.20 8$3,685.20
11-Dec-2116$5,017 1010913$1,417 3$3,600
4-Dec-2114$2,310 8868$2,310 6$1,882.05
27-Nov-219$3.460.1101016$1,758 3$1,702.60
20-Nov-2120$22,792 1515712$18,864.50 8$3,928
13-Nov-2121$26,729 1217813$11,822 8$14,907
6-Nov-2112$8,303 1315710$6,682 3$1,621
30-Oct-2121$10,368 1521815$9,24.46$1,103.00
23-Oct-2121$18.783.11522211$12,314 10$6,468.60
16-Oct-2115$3,868 1111815$2,293 2$1,575
9-Oct-2120$8,610 1617516$7,795 4$815
2-Oct-2114$6,250 1113710$5,200 4$1,050
25-Sep-2111$11,460 9937$10,200 4$1,250
18-Sep-2111$16,603 8998$15,084 3$1,519
11-Sep-2117$10,653 1110313$8,503 4$2,150
4-Sep-2113$7,222 108911$6,715 2$507
28-Aug-2112$763 96311$663 1$100
21-Aug-2112$29,659 77911$29,579 1$80
14-Aug-2122$17,845 1119912$12,805 10$5,04
7-Aug-2117$13,670 1213915$11,766 2$1,904
31-Jul-2121$8,160 1113410$3,574 10$4,586
July 24,202121$6,367 1113915$3,712 6$2,655
17-Jul-2114$4,009 1112412$2,015 2$1,994
10-Jul-2116$3,997 1314311$1,597 4$2,4
3-Jul-2124$7,492 139416$3,769 8$3,722
26-Jun-2110$4,995 7858$3,847 2$1,148
19-Jun-2128$16,830 82289$1,861 19$14,968
12-Jun-2126$27,238 1520919$25,602 7$1,636
5-Jun-2115$15,539 1310013$14,709 2$600
29-May-2135$20,279 1114528$18,647$1,639
22-May-2124$53,208 1417417$51,047 7$2,161
15-May-2118$10,620 1322011$5,870 7$4,809
8-May-2117$10,400 1115615$8,386 2$2,500
1-May-2121$7,200 1611512$3,808 9$3,392
24-Apr-218$20,200 9318$20,200 00
17-Apr-2114$6,270 810211$40,180 3$2,260
10-Apr-2115$8,940 1312914$7,990 1$950
3-Apr-2118$19,513 1015112$16,923 6$2,590
27-Mar-2127$13,942 1524414$4,300 13$9,633.50
20-Mar-2111$2,046 41023$270 8$1,776
13-Mar-2115$3,270 91096$538 9$2,732
6-Mar-2124$13,617 1019613$10,395 11$3,222
27-Feb-2119$8,105 1213915$4,970 4$3,135
20-Feb-219$8,820 91538$8,520 1$300
13-Feb-2112$4,852.60 78172,7665$2,086.60
6-Feb-2118$9,752 1315314$5,222 4$4,530
30-Jan-2118$9,449 918215$8,753.80 3$695.30
23-Jan-2114$8,150 81186$4,000 8$4,150
16-Jan-2117$6,783 1313811$2,400 6$4,382.90
9-Jan-2122$6,829 1413518$3,139.30 4$3,690
2-Jan-217$1,466 7607$1,466 00
26-Dec-2018$15,900 1216316$5,300 1$600
19-Dec-2018$9,769 1411014$8,426 4$1,343
12-Dec-2010$7,200 91009$3,325 1$3,830
5-Dec-2015$4,261 91229$2,780 6$1,481
28-Nov-2019$7,758 1011013$4,003 6$3,755
14-Nov-2014$864.10 1415712$289.10 2$575
7-Nov-2013$6,332 91299$2,483.50 4$3,849
31-Oct-2010$3,995.80 81036$3,231.10 4$754.70
24-Oct-206$18,100 6585$17,709 1$350
17-Oct-208$351.90 5558$351.90 00
10-Oct-207$5,229 3504$735 3$4,494
3-Oct-2014$21,428 91739$17,535 5$3,893
26-Sep-2010$12,770 8935$10,300 5$2,470
19-Sep-2014$8,365 91016$1,020 8$7,345
12-Sep-206$4,406 8593$1,270 3$3,136
5-Sep-2011$5,191 81179$4,061 2$1,130
29-Aug-2011$2,531 9945$1,130 6$1,401
22-Aug-2018$6,574 121407$1,930 11$4,644
15-Aug-2013$4,991 10977$1,216 6$3,775
8-Aug-2012$32,092 111129$30,457 3$1,635
1-Aug-207$5,287 8765$3,687 2$1,600
25-Jul-209$18,751 6677$18,403 2$348
18-Jul-206$1,982.50 5504$1,407.50 2$575
11-Jul-2011$565.10 127510$65.10 1$500
4-Jul-2010$8,889 8989$8,788 1$100.30
27-Jun-208$6,874 10505$4,972.50 3$2,081.50
20-Jun-2012$4,444 91157$2,829 5$1,615
13-Jun-206$3,582 4372$350 4$3,232
6-Jun-2011$3,213.70 8657$470 4$2,743.70
30-May-208$7,335 7486$4,639 2$2,697
23-May-204$432.40 4343$432.40 10
16-May-206$310 6345$310 10
9-May-2018$5,630 1612414$3,180 4$2,450
2-May-201510,40010908$1,900 7$,8,500
25-Apr-208$3,400 9365$1,000 3$2,450
18-Apr-2019$9,500 14928$185.70 11$9,360
11-Apr-2012$6,000 9405$190 7$5,800
4-Apr-2014$8,200 116810$2,200 4$6,000
28-Mar-2016$6,500 139610$3,700 6$2,800
21-Mar-2011$11,910 7337$2,250 4$9,960
14-Mar-207809.86346684.81125
7-Mar-2016$2,500 157013$669 3$1,400
29-Feb-2013$15,260 1312811$11,760 2$3,500
22-Feb-2012$3,700 109210$2,560 2$1,130
15-Feb-2016$1,250 108412$35 4$1,222
8-Feb-2018$6,080 1412314$2,595 4$3,485
1-Feb-2021$20,900 1210114$17,860 7$3,060
25-Jan-2013$7,430 136212$6,430 1$1,000
18-Jan-2023$9,580 1512019$6,580 4$3,000
11-Jan-2021$14,200 1819916$1,020 5$13,200
4-Jan-2022$6,400 1111916$3,204 6$3,245
28-Dec-1922$7,150 1917518$6,800 4$327.40
14-Dec-1924$36,300 2316719$9,500 5$26,800
7-Dec-1911$10,400 11557$1,082 4$9,370
November 30. 201914$2,450 1212612$1,760 2$692.50
23-Nov-1916$1,995 104111$615 5$1,380
16-Nov-1915$3,820 1313511$2,500 4$1,271
9-Nov-1925$12,900 1718223$12,200 2$575
2-Nov-1910$2,470 126192,4503$22
26-Oct-1912$5,560 147011$3,860 1$1,700
19-Oct-198$6,600 81388$6,600 00
12-Oct-1919$4,300 145516$3,800 3$500
5-Oct-1918$14,500 1916615$11,100 3$3,400
28-Sep-1919$8,100 1813218$7,560 1$550
21-Sep-1914$6,300 166611$2,160 3$4,170
14-Sep-1915$23,800 125611$21,250 4$2,570
7-Sep-1917$3,500 159814$1,900 3$1,600
31-Aug-195$8,700 6505$8,700 00
24-Aug-1916$10,000 148215$4,250 1$5,750
16-Aug-1910$1,680 5527$650 3$950
9-Aug-1917$17,700 156814$3,900 3$13,800
2-Aug-1913$5,760 1210813$5,760 NANA
27-Jul-1911$7,300 13768$6,570 3$730
20-Jul-1913$11,800 1312511$5,300 2$6,500
13-Jul-1910$775 7468$542.50 2$233
6-Jul-197$2,500 9857$2,500 00
29-Jun-1923$8,290 1515417$2,300 6$5,970
22-Jun-1917$10,700 1013914$7,700 3$3,000
15-Jun-1911$13,500 1416011$13,500 NANA
8-Jun-1913$2,870 175511$1,570 2$1,300
1-Jun-1910$4,460 11608$4,140 2$315
25-May-1917$4,360 147914$3,700 3$612
18-May-1922$9,000 1715016$3,400 6$5,600
11-May-1918$19,800 1717715$18,300 3$1,500
4-May-1910$7,075 6328$6,900 2$175
27-Apr-1915$3,200 1411714$3,160 1$40
20-Apr-1913$13,500 10909$12,200 4$1,300
13-Apr-1916$38,900 149114$37,800 2$1,100
6-Apr-1912$6,870 119410$6,730 2$50
30-Mar-1915$6,470 128410$7,91.55$5,677
23-Mar-1918$6,450 149114$5,042 4$1,408
16-Mar-1914$10,180 1211511$8,800 3$1,300
9-Mar-199$1,800 6498$1,300 1$500
2-Mar-1920$3,033 1610714$1,817 6$1,262
23-Feb-1912$2,040 8699$614.60 3$1,430
16-Feb-1916$9,970 187716$9,970 00
9-Feb-1914$6,400 1011014$6,400 00
2-Feb-1918$6,740 159916$5,720 2$950
26-Jan-1913$2,770 116711$918.95 2$1,850
19-Jan-1915$3,819 167612$2,594 3$1,225
12-Jan-1918$7,283 149215$1,683 3$5,600
5-Jan-1910$529 125010$529 00
22-Dec-1817$2,570 138714$941 3$1,629
15-Dec-1810$2,860 8268$264 2$2,600
8-Dec-1815$1,819 166512$552 3$1,267
1-Dec-1812$7,500 10909$1,200 3$6,200
28-Nov-1815$4,500 1110714$4,000 1$500
19-Nov-1818$6,137 139813$2,142 5$3,995
14-Nov-1818$9,200 1315215$8,500 3$694
6-Nov-1816$17,300 1618314$16,361 2$950
29-Oct-1814$14,400 1812717$13,800 1$600
24-Oct-1813$6,140 1312611$5,122 2$1,018
17-Oct-1818$18,390 1512514$12,292 4$6,098
10-Oct-1829$3,149 1810420$1,647 9$819
2-Oct-1818$9,300 116714$7,300 4$2,000
25-Sep-1813$7,000 117510$6,000 3$995
18-Sep-189$3,570 7449$3,570 00
11-Sep-1813$5,900 1013213$5,900 00
7-Sep-1814$5,000 158611$4,000 3$1,000
29-Aug-1815$20,700 147913$4,700 2$16,000
20-Aug-1810$12,400 11538$11,380 3$1,057
14-Aug-1812$19,900 121329$18,889 3$1,011
7-Aug-1816$68,600 1110613$67,259 3$1,340
31-Jul-1815$15,100 159511$13,060 4$2,060
23-Jul-1813$2,130 156010$1,804 3$1,100
17-Jul-1814$5,370 17989$4,310 5$1,100
9-Jul-1816$11,200 157410$11,080 6$862
3-Jul-1813$7,000 78112$6,330 1$750
25-Jun-1815$8,800 13979$4,970 6$3,930
18-Jun-1813$14,200 14807$221 6$14,290
11-Jun-1812$6,300 8968$5,910 4$803
6-Jun-1813$14,500 10888$14,154 5$579
31-May-1811$4,890 10638$3,240 3$1,790
22-May-1815$20,400 11639$19,808 6$885
15-May-1815$4,700 1510610$3,900 5$643
9-May-1811$1,400 13889$1,300 2$560
1-May-188$14,250 7887$13,400 1$450
24-Apr-1812$5,300 66111$4,470 1$800
17-Apr-189$1,800 10447$2,330 2$1,434
11-Apr-1811$2,500 8326$1,690 5$809
3-Apr-1815$13,400 111219$12,020 6$1,090
28-Mar-1810$4,000 10927$3,870 3$215
19-Mar-1817$5,800 135110$590 7$5,165
12-Mar-1815$3,130 114311$2,360 4$788
6-Mar-1819$5,400 1311610$1,530 9$4,860
27-Feb-1820$6,600 136914$5,530 6$1,030
19-Feb-1815$5,500 1411110$3,990 6$1,980
12-Feb-1823$10,900 1715712$7,110 11$3,840
5-Feb-1816$8,600 131007$1,330 9$7,800
30-Jan-1811$12,600 11685$7,300 6$4,982
24-Jan-1819$9,400 151295$2,010 14$7,337
18-Jan-1810$6,280 8492$2,100 8$4,188
9-Jan-1812$16,500 12929$15,890 3$475
3-Jan-1810$2,500 9478$2,350 2$150
27-Dec-1715$9,000 151139$7,568 6$1,784
18-Dec-1715$13,800 161649$13,010 7$1,118
11-Dec-1714$9,700 1012612$2,940 4$8,500
4-Dec-176$1,800 6315$1,510 1$300
28-Nov-177$3,850 8764$3,260 3$285
16-Nov-1710$2,700 10486$1,840 4$856
8-Nov-1715$2,380 179110$1,860 5$516
1-Nov-1712$4,700 17949$3,400 4$1,300
23-Oct-1715$10,500 106710$9,780 4$1,530
18-Oct-176$2,000 373$225 3$1,820
10-Oct-1712$6,570 1009$3,880 3$3,360
2-Oct-178$3,100 11193$1,630 5$1,750
25-Sep-178$4,880 8795$2,660 5$2,070
18-Sep-179$4,770 3$300 6$4,470
12-Sep-1711$4,430 8$2,030 3$2,400
1-Sep-174$1,310 3$317 1$1,000
23-Aug-1711$13,640 98$11,840 3$1,800

The week was a welcome improvement over the 7 deals worth $5.1 billion reported the week before and quite comparable to the 17 deals worth $17.7 billion this time last year.

M&A/Venture Capital/PE Funding

Morgan Lewis, Locke Lord, Latham Advise on JV Agreement between MPLX, WhiteWater Midstream and West Texas Gas

MPLX LP announced that it has entered into a joint venture agreement with WhiteWater Midstream and West Texas Gas to purchase an undivided (and undisclosed) percentage in EPIC’s NGL pipeline in Texas.

The agreement facilitates the transfer of NGL products from processing plants in the Permian Basin operated by MPLX and West Texas Gas to the NGL fractionation hub in Sweeny, TX.

Morgan Lewis advised MPLX and its in-house team in Denver with a Houston-based team led by partner Sameer Mohan with support from M&A associates Tara McElhiney and Clara Betancourt, as well as Houston real estate associate Melissa Brown. Lawyers from the firm’s Philadelphia and New York offices pitched in.

Latham represented WhiteWater Midstream deal team on the JV, acquisition and equity investments with a team led by New York corporate partner Christopher Cross along with Houston partners Thomas Brandt and Robin Fredrickson.

The team was backed by Houston associates Alice Parker, Rebecca Kendall, Sarah Dunn and Katie Walker. Further support by associate Michael Sellner on commercial agreements; partner Bryant Lee and associates Jared Grimley and Michael Rowe on tax matter, all out of the Houston office. Environmental, regulatory, compensation, finance and antitrust matters were handled outside Texas.

Locke Lord advised Austin-based WhiteWater on the associated purchase and transportation agreements. The Locke Lord team was led by partner John Arnold of Houston with assistance from associates Pat Beaton, Max Stubbs and Hunter Summerford, all of Houston. Tom Knight in the firm’s Washington, D.C. offices advised on energy regulatory issues.

In June 2019 MPLX and WhiteWater joined Stonepeak Infrastructure in a similar joint venture to construct the Whistler Pipeline, a 450-mile greenfield project connecting natural gas producers in West Texas to the Gulf Coast.

Austin-based WhiteWater Midstream is a management-owned midstream company backed by, among others, Charlotte-based Ridgemont Equity Partners, Denham Capital Management, First Infrastructure Capital and the Ontario Power Generation Inc. Pension Plan.

WhiteWater GC Nathan Murphy is a graduate of NYU Law School, but with early Texas connections as a Texas A&M undergrad. Murphy is a veteran of Texas energy ventures with time spent at ConocoPhillips, Reliant Energy and Rosetta Resources, a company acquired by Noble Energy in 2015.

West Texas Gas, headquartered in Midland, has operated as a family of related natural gas midstream and downstream entities since 1976. It distributes natural gas products to more than 25,000 customers in more than 90 counties in Texas and Oklahoma.

MPLX is a diversified, large-cap master limited partnership formed by Marathon Petroleum in 2012 to own and operates midstream energy infrastructure and logistics assets. MPLX’s assets include a network of crude oil and refined product pipelines and terminals. The company also owns crude oil and natural gas gathering systems and pipelines as well as natural gas and NGL processing and fractionation facilities in key U.S. supply basins.

Akin Gump Advises 7-Eleven on $21B Purchase of Speedway Stores

As previously noted in The Lawbook, Japanese-owned convenience chain 7-Eleven announced Aug. 2 it had purchased the Speedway chain from Marathon Petroleum Corp. for $21 billion in cash — dwarfing Chevron’s $13.6 billion purchase last week of Noble Energy.

Dallas-headquartered 7-Eleven was advised by a Dallas-led team from Akin Gump Strauss Hauer and Feld and by the Nishimura & Asahi firm in Tokyo.

Corporate partners Tom Yang and Nicholas Houpt led the team advising 7-Eleven, along with counsel Ashton Butcher and associates Kathryn Betts, Penelope Shumway and Trevor Vega, all of the corporate practice.

In addition, a team of Akin Gump lawyers from across the firm advised on the deal, including Houston tax partners Alison Chen and Jocelyn Tau; New York partner Rolf Zaiss, counsel Stephanie Bollheimer and associate Aaron Farovitch, executive compensation and employee benefits; and partner Lauren Leyden, counsel Dustin Stark and associate Grace O’Donnell, labor and employment, all of whom office in New York.

“This acquisition is the largest in our company’s history and will allow us to continue to grow and diversify our presence in the U.S., particularly in the Midwest and East Coast,” said Joe DePinto, President and CEO of 7-Eleven. “By adding these quality locations to our portfolio, 7-Eleven will have the opportunity to bring convenience to more customers than ever before.”

Handling the in-house aspects of the deal was company’s GC Rankin Gasaway, a graduate of Texas Tech Law School and a 25-year veteran at the company. He was assisted by company senior counsel Dawud Crooms, a Michigan Law graduate and former M&A specialist in Dallas at Haynes and Boone.

Owned since 2005 by Seven & i Holdings, 7-Eleven currently has over 9,800 stores in the United States and Canada. The addition of Speedway’s 3,900 stores will bring 7-Eleven’s total number of stores to approximately 14,000 across the two countries.

Following the transaction, 7-Eleven will have stores in 47 of the top 50 most populated metro areas in the U.S.

On a pro forma basis, the transaction reflects an EBITDA multiple of 7.1x after taking into account expected impacts from the transaction, including $475 million to $575 million of run-rate synergies, $3 billion of tax benefits and $5 billion of net sale leaseback proceeds.

The transaction is expected to produce compound annual growth in 7–Eleven’s operating income and EBITDA of over 15% through the first three years following the close of the acquisition. 7-Eleven says it expects to reduce its debt-to-EBITDA ratio to less than 3.0x within two years following the close of the acquisition. 

Latham & Watkins Counsels on Conflicts in MPLX/Marathon $340M Redemption Deal

In another deal announced in the wake of the spectacular Chevron/Speedway purchase, Marathon Petroleum Corp. unit MPLX LP agreed to transfer to MPC the wholesale distribution business it acquired in last year’s acquisition of Andeavor Logistics.

In exchange, MPLX redeemed $340 million of its own common units held by MPC. The transaction closed on July 31. The transaction leaves MPLX with the fuels distribution it received from MPC in 2018.

Latham & Watkins advised the conflicts committee of MPLX GP LLC, the general partner of MPLX. The Latham team was led by Houston partners Bill Finnegan and Thomas Brandt, with associates Daniel Harrist and Lexi Udeh.  Advice was also provided on tax matters by Houston partners Bryant Lee and Tim Fenn, along with associate Mike Rowe. 

Winston & Strawn Represents John Eagle Dealerships in Sale to Lithia Motors

A team led by Winston & Strawn partners Billie Ellis and Matt Stockstill advised four John Eagle dealerships in Dallas and Austin to expansion-minded Lithia Motors Inc., a Fortune 500 company.

The dealerships sold include: John Eagle Honda and John Eagle Sports City Toyota, both of Dallas, Honda Cars of Rockwall and Howdy Honda of Austin.

The Winston team also included Jeff Smith, a partner in Houston, as well as Dallas associates Lauren Lieberman and Victoria Acuff.

Lithia said the $500 million per year in revenues represented by the John Eagle units brings to $1 billion the yearly revenue added thus far in 2020.

Based in Medford, Oregon, Lithia was founded in 1946 by Walt DeBoer as a single car dealership and is currently one of the largest dealership owners in the U.S. In 1996 it became listed on the New York Stock Exchange.

Baker Botts Advises Calumet Specialty Products in Private $200M Exchange

Indianapolis-based Calumet Specialty Products announced August 5 announced that it had completed a private exchange offer of the company’s 2022 senior notes.

Baker Botts said it advised Calumet on the transaction with a Houston-based team led by corporate partners Justin Hoffman and A.J. Ericksen. They were backed by senior associate Eileen Boyce and corporate associates Gita Pathak and Daniel Jung, all of Houston.

On finance issues partners Andrew Thomison and Dan Tristan pitched in with senior associate Clint Culpepper. Special counsel Chuck Campbell advised on tax; associate Harrison Reback on environmental issues, and partner Connie Simmons Taylor and associate Emily Quiros counseled on real estate. All are in the Houston office except Culpepper, who offices in Austin.

The company accepted tenders of $200 million in outstanding 7.625% Senior Notes due 2022 in exchange for newly issued 9.25% Senior Secured First Lien Notes due 2024. To do so they received consent from holders of their outstanding 11.00% Senior Notes due 2025 by offering a cash payment $2.50 per $1,000. After the exchange, approximately $150 million of the 2022 notes remained outstanding.

Last October Hoffman and Ericksen advised Calumet in a $550 million private placement of those 2025 Senior Notes.

Calumet processes crude oil and other feedstocks into lubricating oils, solvents and waxes used in consumer, industrial and automotive products and produces fuel products including gasoline, diesel and jet fuel. It has 10 manufacturing facilities in northwest Louisiana, northern Montana, western Pennsylvania, Texas, New Jersey and eastern Missouri.

Kirkland, Bracewell, K&L Gates Advise as Castleton Resources Acquires $245M in O&G Assets from Range Resources

Castleton Resources announced Aug. 3 that it is acquiring the Northern Louisiana shale assets of Fort Worth-based Range Resources for $245 million plus contingency payments based on commodity pricing that could amount to as much as $90 million.

Castleton is owned jointly by Castleton Commodities International and Tokyo Gas America. And along with their announcement of the Louisiana acquisition, Tokyo Gas American also announced that it is increasing its share in Castleton from 46% to 70%, with Castleton Commodities retaining the remaining interest. The company plans a name change to TG Natural Resources by early 2021.

Kirkland & Ellis represented Castleton Resources, Bracewell advised Castleton Commodities and K&L Gates advised Tokyo Gas America.

The Kirkland team was led by Houston corporate partners Chad Smith and Adam Larson along with associates William Eiland and associate Abbey Zuech in Dallas, as well as associate Isaac Bate in Houston.

Also pitching in: partner Lane Morgan and associate Ryan Phelps on tax; partner Jonathan Kidwell and associate Ty’Meka Reeves-Sobers on environmental issues, and lawyers derivatives partner Drue Santora, as well as lawyers from Washington, New York and Chicago.

Though potentially worth $345 million, the deal marks the recognition by Range Resources their $4.4 billion acquisition of Memorial Resource Development, which included $1.1 billion in debt, hasn’t yielded the volume or value they had hoped.

In January, Range announced a $3.3 billion charge against the properties for the fourth quarter of 2019 and, according to Reuters, promised a $520 million reduction in capital expenses. The company’s desire to sell the properties was well known.

For the buyers, the acquisition — at a maximum of six cents on each Range Resources dollar — reflects the power of well-funded companies to pick up producing assets on the cheap.

“We are very pleased to be able to purchase quality assets at a low-point in the commodity-price cycle,” said Craig Jarchow, president and CEO of Castleton Resources in their announcement of the deal. “The Company is well-positioned to enhance the value of these assets through further operational enhancements, among other activities.”

The reaction from Range Resources was less enthused. There was no comment from Range about the deal in the announcement, and no mention of the deal on their website — even a week later.

Baker Botts Advises GCI Liberty in $8B Merger with Liberty Broadband

Liberty Broadband Corporation announced today that they have entered into a definitive merger agreement under which Liberty Broadband has agreed to acquire GCI Liberty in a stock-for-stock merger.

The companies expect the Combination to close in the first half of 2021 subject to certain customary conditions. The transaction represents $8.7b equity value for GCI Liberty. 

Baker Botts advised GCI with a cross-firm team led by Dallas corporate partner Samantha Crispin and New York corporate partner Nicole Perez. Texas lawyers on the team include corporate associates Jennifer Ybarra (Dallas) and Emilie Heck (Austin); on finance, senior associate Taylor Courtade (Dallas) and partner Josh Mandell (Dallas) on tax.

Liberty Broadband’s businesses consist of its interest in Charter Communications, Inc. and its subsidiary Skyhook.

GCI Liberty’s principal assets consist of its subsidiary GCI Holdings, LLC and non-controlling interests in Liberty Broadband, Charter Communications, Inc., and LendingTree, Inc.

Winston Advises NexPoint Investors in $900M Jernigan Acquisition

Jernigan Capital, a publicly-traded nationwide investor in self-storage facilities, announced Aug. 3 that it is merging with Dallas-based NexPoint Advisors in a deal valued at $900 million, including debt.

The Memphis-based REIT funds developers and operators storage with an eye to owning the facilities they sponsor.

A Winston & Strawn team led from Dallas by partner Charlie Haag advised NexPoint in the transaction. The team also included fellow Dallas partners Andrew Betaque and Chip Gage, along with associates Ben Chrisman and Patrick Luthern. Associate Angel Torres in the Houston office also pitched in. Raymond James and KeyBanc Capital Markets served as financial advisors to NexPoint.

King & Spalding advised Jernigan Capital with Jefferies serving as financial advisors.

Under the terms of the agreement, holders of Jernigan’s common stock and holders of units of operating company interests in Jernigan Capital Operating Company, LLC will receive $17.30 per share/unit in cash, a 23% over the July 31 closing share price. Holders of the Jernigan Series B preferred stock will receive $25.00 per share plus any dividends accrued before closing.

NexPoint is headed by Highland Capital co-founder Jim Dondero, who has been on the board of Jernigan since 2016. Negotiations were conducted by a transaction team that included all the Jernigan board members except Dondero.

Said Dondero of the deal: “NexPoint has long admired and supported Jernigan Capital’s unique self-storage business model and platform. We plan to build on this vision as a private company, maintaining unparalleled asset quality and continuing the current growth trajectory.”

Kirkland Advises PropTech SPAC in $573M Merger with Porch.com

PropTech Acquisition Corporation, a NASDAQ-listed SPAC, announced that it is merging with Porch.com with the intention of taking the company public.

Based in Seattle, Porch.com is a real estate-focused software platform for home inspection and home improvement services.

The deal is valued at $523 million, and is expected to close in the fourth quarter of 2020, subject to regulatory and stockholder approvals, and other customary closing conditions. The terms also call for Porch.com to receive $150 million in cash proceeds from a private-investment-in-public-equity issuance.

The Kirkland team was led out of New York by corporate partners Douglas Ryder and Abhishek Kolay. Houston-based capital markets partner Brooks Antweil was Kirkland’s only Texas lawyer on the deal.

CAPITAL MARKETS

Bracewell, HuntonAK Advise on $1.25B Kinder Morgan Offerings

Houston-based midstream Kinder Morgan announced Aug. 5 that it had closed its offerings of $1.25 billion in senior notes. The company plans to use the issues for an early payoff of nearly $1 billion due later this year.

The offering comes in two issues: a $750 million in 2.0% senior unsecured notes due 2031 and $500 million in 3.25% in senior unsecured notes due 2050.

Bracewell advised Kinder Morgan and Hunton Andrews Kurth advised the underwriters.

The Bracewell team was led by Houston corporate partners Troy Harder and Gary Orloff, with assistance from associates Kathy Witty Medford, Jay N. Larry and Sarah Ashley Byrd, likewise from Houston.

The mostly Houston-based team from HuntonAK was led by Houston partners Mike O’Leary and Taylor Landry with associates Mike Hoffman, Erin Jennings and Casey Shaw. Partner Robert McNamara and associate Tim Strother handled Tax matters. Austin-based partner Lisa Shelton handled environmental matters, and Shemin Proctor, who divides her time between Houston and Washington, D.C., handled FERC matters. 

US Bank National Association is serving as the trustee.

BofA Securities, J.P. Morgan, MUFG, RBC Capital Markets, Barclays, BMO Capital Markets, Mizuho Securities, Scotiabank, Société Générale and TD Securities served as joint book-running managers in the transaction.

In-house duties were handled by Kinder Morgan managing counsel Eric McCord and assistant general counsel Angela Teer.

Vanderbilt law grad McCord and Teer, a product of LSU’s Hebert Law School, also teamed with Bracewell on last year’s $3.3 billion sale to Pembina Pipeline of Kinder Morgan Canada’s interest in the Cochin Pipeline.

V&E Aids Riverstone in $70M Pipestone Energy Funding

Pipestone Energy announced Aug. 5 that subsidiaries of Riverstone Holding and GMT Capital have funded $70 million of the company’s convertible preferred shares.

Vinson & Elkins advised Riverstone and Riverstone V EMEA Holdings Cooperatief U.A. with a team led by partner Dan Komarek in New York and senior associate Crosby Scofield in Houston. They were backed by finance associate Luke Thomas in Houston, tax partners David Peck in Dallas and Jason McIntosh in Houston.

Riverstone V EMEA Holdings Cooperatief U.A. is a Riverstone investment fund based in Amsterdam. GMT Exploration, with offices in Denver and Calgary, is an independent energy firm chaired by Thomas Claugus since the firm was founded in 1991.

Pipestone, based in Calgary, is an oil and gas exploration and production company focused on pure-play condensate-rich assets in the Pipestone region of Alberta.

The 70,000 shares, carrying a preferred liquidation value of $70 million, were sold to the Riverstone and GMT entities for $970 per share, entitling an annual dividend of 6.5% per year, payable after two years. Pipestone netted $67 million at closing.

The CP shares are not expected to be listed on any stock exchange, but Pipestone has applied to list the underlying common shares, upon conversion, on the TSX Venture Exchange.

Kirkland Advises Forum Energy Technologies on $315 Million Exchange Offer

Houston-based Forum Energy announced Aug. 3 that it had completed its second liability management transaction of the year, an exchange of previously issued securities in exchange for 9.00% convertible secured notes due 2025.

The deal, which yielded $315,489,000 from more than 96% of the company’s ABL lenders was advised by a Kirkland & Ellis team led by Houston-based transactional partners Julian Seiguer and Bryan Flannery. with associates Christopher Fox, Logan Weissler, Maggie Hoffman, Erin Eberle and Mike Bassi, and included debt finance partners Kimberly Perdue and Will Bos, and transactional partner Adam Larson. All are based in Houston, except Weissler and Perdue who office in Dallas.

The exchange offer was the second liability management transaction led by Mr. Seiguer, Mr. Flannery this year for Forum, a Houston-based energy services company focusing on subsea operations, drilling and infrastructure.

Allen Pusey

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

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