CDT Roundup: 12 Deals, 11 Firms, 112 Lawyers, $32.1B

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 Count	Amount	Firms	Lawyers	M&A Count	M&A Value $M	CapM Count	CapM Value $M
May 14, 2022	11	$306.6	9	80	10	$306.6	1	$225
May 7, 2022	16	$10,451.75	12	108	12	$1,827	4	$8,624.75
April 30, 2022	16	$2,296.5	16	157	12	$895.5	4	$1,401
April 23, 2022	10	$2,241	11	58	8	$1641	2	$600
April 16, 2022	11	$6,643	7	156	8	$2,359	3	$4,284
April 9, 2022	17	$4,429	14	184	11	$1,690	6	$2,739
April 2, 2022	13	$1,755	8	84	10	$1,145	3	$610
March 26, 2022	11	$3,205	8	65	6	$200	5	$3,005
March 19, 2022	13	$2,239.17	9	106	13	$2,239.17	0	0
March 12, 2022	18	$12,016	11	239	15	$11,965	2	$51.35
March 5, 2022	17	$6,786	13	137	13	$5,161	4	$1,625
February 26, 2022	12	$5,095	8	149	9	$4,437.5	3	$658
February 19, 2022	17	$22,229	17	174	14	$21,354	3	$875
February 12, 2022	12	$2,344.7	10	73	8	$641.7	4	$1,703
February 5, 2022	11	$2,503	8	99	11	$2,503	0	0
January 29, 2022	11	$3,872	12	101	12	$3,872	0	0
January 22, 2022	13	$5,143.5	10	99	12	$4,842.5	1	$301
January 15, 2022	12	$7,605	9	155	9	$6,480	3	$1,025
January 8, 2022	13	$8,256.2	11	102	13	$8,256.2	0	0
January 1, 2022	9	$1,273.8	6	50	9	$1,273.8	0	0
December 25, 2021	21	$4,734.75	11	176	16	$3,410	5	$1,324.75
December 18, 2021	26	$7,325.2	15	193	18	$3,640.2	8	$3,685.2
December 11, 2021	16	$5,017	10	109	13	$1,417	3	$3,600
December 4, 2021	14	$2,310	8	86	8	$2,310	6	$1,882.05
November 27, 2021	9	$3.460.1	10	101	6	$1,758	3	$1,702.6
November 20, 2021	20	$22,792	15	157	12	$18,864.5	8	$3,928
November 13, 2021	21	$26,729	12	178	13	$11,822	8	$14,907
November 6, 2021	12	$8,303	13	157	10	$6,682	3	$1,621
October 30, 2021	21	$10,368	15	218	15	$9,24.4	6	$1,103.
October 23, 2021	21	$18.783.1	15	222	11	$12,314	10	$6,468.6
October 16, 2021	15	$3,868	11	118	15	$2,293	2	$1,575
October 9, 2021	20	$8,610	16	175	16	$7,795	4	$815
October 2, 2021	14	$6,250	11	137	10	$5,200	4	$1,050
September 25, 2021	11	$11,460	9	93	7	$10,200	4	$1,250
September 18, 2021	11	$16,603	8	99	8	$15,084	3	$1,519
September 11, 2021	17	$10,653	11	103	13	$8,503	4	$2,150
September 4, 2021	13	$7,222	10	89	11	$6,715	2	$507
August 28, 2021	12	$763	9	63	11	$663	1	$100
August 21, 2021	12	$29,659	7	79	11	$29,579	1	$80
August 14, 2021	22	$17,845	11	199	12	$12,805	10	$5,04
August 7, 2021	17	$13,670	12	139	15	$11,766	2	$1,904
July 31, 2021	21	$8,160	11	134	10	$3,574	10	$4,586
July 24,2021	21	$6,367	11	139	15	$3,712	6	$2,655
July 17, 2021	14	$4,009	11	124	12	$2,015	2	$1,994
July 10, 2021	16	$3,997	13	143	11	$1,597	4	$2,4
July 3, 2021	24	$7,492	13	94	16	$3,769	8	$3,722
June 26, 2021	10	$4,995	7	85	8	$3,847	2	$1,148
June 19, 2021	28	$16,830	8	228	9	$1,861	19	$14,968
June 12, 2021	26	$27,238	15	209	19	$25,602	7	$1,636
June 5, 2021	15	$15,539	13	100	13	$14,709	2	$600
May 29, 2021	35	$20,279	11	145	28	$18,64	7	$1,639
May 22, 2021	24	$53,208	14	174	17	$51,047	7	$2,161
May 15, 2021	18	$10,620	13	220	11	$5,870	7	$4,809
May 8, 2021	17	$10,400	11	156	15	$8,386	2	$2,500
May 1, 2021	21	$7,200	16	115	12	$3,808	9	$3,392
April 24, 2021	8	$20,200	9	31	8	$20,200	0	0
April 17, 2021	14	$6,270	8	102	11	$4,0180	3	$2,260
April 10, 2021	15	$8,940	13	129	14	$7,990	1	$950
April 3, 2021	18	$19,513	10	151	12	$16,923	6	$2,590
March 27, 2021	27	$13,942	15	244	14	$4,300	13	$9,633.5
March 20, 2021	11	$2,046	4	102	3	$270	8	$1,776
March 13, 2021	15	$3,270	9	109	6	$538	9	$2,732
March 6, 2021	24	$13,617	10	196	13	$10,395	11	$3,222
February 27, 2021	19	$8,105	12	139	15	$4,970	4	$3,135
February 20, 2021	9	$8,820	9	153	8	$8,520	1	$300
February 13, 2021	12	$4,852.6	7	81	7	2,766	5	$2,086.6
February 6, 2021	18	$9,752	13	153	14	$5,222	4	$4,530
January 30, 2021	18	$9,449	9	182	15	$8753.8	3	$695.3
January 23, 2021	14	$8,150	8	118	6	$4,000	8	$4,150
January 16, 2021	17	$6,783	13	138	11	$2,400	6	$4,382.9
January 9, 2021	22	$6,829	14	135	18	$3,139.3	4	$3,690
January 2, 2021	7	$1,466	7	60	7	$1,466	0	0
December 26, 2020	18	$15,900	12	163	16	$5,300	1	$600
December 19, 2020	18	$9,769	14	110	14	$8,426	4	$1,343
December 12, 2020	10	$7,200	9	100	9	$3,325	1	$3,830
December 5, 2020	15	$4,261	9	122	9	$2,780	6	$1,481
November 28, 2020	19	$7,758	10	110	13	$4,003	6	$3,755
November 14, 2020	14	$864.1	14	157	12	$289.1	2	$575
November 7, 2020	13	$6,332	9	129	9	$2,483.5	4	$3,849
October 31, 2020	10	$3,995.8	8	103	6	$3,231.1	4	$754.7
October 24, 2020	6	$18,100	6	58	5	$17,709	1	$350
October 17, 2020	8	$351.9	5	55	8	$351.9	0	0
October 10, 2020	7	$5,229	3	50	4	$735	3	$4,494
October 3, 2020	14	$21,428	9	173	9	$17,535	5	$3,893
September 26, 2020	10	$12,770	8	93	5	$10,300	5	$2,470
September 19, 2020	14	$8,365	9	101	6	$1,020	8	$7,345
September 12, 2020	6	$4,406	8	59	3	$1,270	3	$3,136
September 5, 2020	11	$5,191	8	117	9	$4,061	2	$1,130
August 29, 2020	11	$2,531	9	94	5	$1,130	6	$1,401
August 22, 2020	18	$6,574	12	140	7	$1,930	11	$4,644
August 15, 2020	13	$4,991	10	97	7	$1,216	6	$3,775
August 8, 2020	12	$32,092	11	112	9	$30,457	3	$1,635
August 1, 2020	7	$5,287	8	76	5	$3,687	2	$1,600
July 25, 2020	9	$18,751	6	67	7	$18,403	2	$348
July 18, 2020	6	$1,982.5	5	50	4	$1,407.5	2	$575
July 11, 2020	11	$565.1	12	75	10	$65.1	1	$500
July 4, 2020	10	$8,889	8	98	9	$8,788	1	$100.3
June 27, 2020	8	$6,874	10	50	5	$4,972.5	3	$2,081.5
June 20, 2020	12	$4,444	9	115	7	$2,829	5	$1,615
June 13, 2020	6	$3,582	4	37	2	$350	4	$3,232
June 6, 2020	11	$3,213.7	8	65	7	$470	4	$2,743.7
May 30, 2020	8	$7,335	7	48	6	$4,639	2	$2,697
May 23, 2020	4	$432.4	4	34	3	$432.4	1	0
May 16, 2020	6	$310	6	34	5	$310	1	0
May 9, 2020	18	$5,630	16	124	14	$3,180	4	$2,450
May 2, 2020	15	10,400	10	90	8	$1,900	7	$,8,500
April 25, 2020	8	$3,400	9	36	5	$1,000	3	$2,450
April 18, 2020	19	$9,500	14	92	8	$185.7	11	$9,360
April 11, 2020	12	$6,000	9	40	5	$190	7	$5,800
April 4, 2020	14	$8,200	11	68	10	$2,200	4	$6,000
March 28, 2020	16	$6,500	13	96	10	$3,700	6	$2,800
March 21, 2020	11	$11,910	7	33	7	$2,250	4	$9,960
March 14, 2020	7	809.8	6	34	6	684.8	1	125
March 7, 2020	16	$2,500	15	70	13	$669	3	$1,400
February 29, 2020	13	$15,260	13	128	11	$11,760	2	$3,500
February 22, 2020	12	$3,700	10	92	10	$2,560	2	$1,130
February 15, 2020	16	$1,250	10	84	12	$35	4	$1,222
February 8, 2020	18	$6,080	14	123	14	$2,595	4	$3,485
February 1, 2020	21	$20,900	12	101	14	$17,860	7	$3,060
January 25, 2020	13	$7,430	13	62	12	$6,430	1	$1,000
January 18, 2020	23	$9,580	15	120	19	$6,580	4	$3,000
January 11, 2020	21	$14,200	18	199	16	$1,020	5	$13,200
January 4, 2020	22	$6,400	11	119	16	$3,204	6	$3,245
December 28, 2019	22	$7,150	19	175	18	$6,800	4	$327.4
December 14, 2019	24	$36,300	23	167	19	$9,500	5	$26,800
December 7, 2019	11	$10,400	11	55	7	$1,082	4	$9,370
November 30. 2019	14	$2,450	12	126	12	$1,760	2	$692.5
November 23, 2019	16	$1,995	10	41	11	$615	5	$1,380
November 16, 2019	15	$3,820	13	135	11	$2,500	4	$1,271
November 9, 2019	25	$12,900	17	182	23	$12,200	2	$575
November 2, 2019	10	$2,470	12	61	9	2,450	3	$22
October 26, 2019	12	$5,560	14	70	11	$3,860	1	$1,700
October 19, 2019	8	$6,600	8	138	8	$6,600	0	0
October 12, 2019	19	$4,300	14	55	16	$3,800	3	$500
October 5, 2019	18	$14,500	19	166	15	$11,100	3	$3,400
September 28, 2019	19	$8,100	18	132	18	$7,560	1	$550
September 21, 2019	14	$6,300	16	66	11	$2,160	3	$4,170
September 14, 2019	15	$23,800	12	56	11	$21,250	4	$2,570
September 7, 2019	17	$3,500	15	98	14	$1,900	3	$1,600
August 31, 2019	5	$8,700	6	50	5	$8,700	0	0
August 24, 2019	16	$10,000	14	82	15	$4,250	1	$5,750
August 16, 2019	10	$1,680	5	52	7	$650	3	$950
August 9, 2019	17	$17,700	15	68	14	$3,900	3	$13,800
August 2, 2019	13	$5,760	12	108	13	$5,760	NA	NA
July 27, 2019	11	$7,300	13	76	8	$6,570	3	$730
July 20, 2019	13	$11,800	13	125	11	$5,300	2	$6,500
July 13, 2019	10	$775	7	46	8	$542.5	2	$233
July 6, 2019	7	$2,500	9	85	7	$2,500	0	0
June 29, 2019	23	$8,290	15	154	17	$2,300	6	$5,970
June 22, 2019	17	$10,700	10	139	14	$7,700	3	$3,000
June 15, 2019	11	$13,500	14	160	11	$13,500	NA	NA
June 8, 2019	13	$2,870	17	55	11	$1,570	2	$1,300
June 1, 2019	10	$4,460	11	60	8	$4,140	2	$315
May 25, 2019	17	$4,360	14	79	14	$3,700	3	$612
May 18, 2019	22	$9,000	17	150	16	$3,400	6	$5,600
May 11, 2019	18	$19,800	17	177	15	$18,300	3	$1,500
May 4, 2019	10	$7,075	6	32	8	$6,900	2	$175
April 27, 2019	15	$3,200	14	117	14	$3,160	1	$40
April 20, 2019	13	$13,500	10	90	9	$12,200	4	$1,300
April 13, 2019	16	$38,900	14	91	14	$37,800	2	$1,100
April 6, 2019	12	$6,870	11	94	10	$6,730	2	$50
March 30, 2019	15	$6,470	12	84	10	$7,91.5	5	$5,677
March 23, 2019	18	$6,450	14	91	14	$5,042	4	$1,408
March 16, 2019	14	$10,180	12	115	11	$8,800	3	$1,300
March 9, 2019	9	$1,800	6	49	8	$1,300	1	$500
March 2, 2019	20	$3,033	16	107	14	$1,817	6	$1,262
February 23, 2019	12	$2,040	8	69	9	$614.6	3	$1,430
February 16, 2019	16	$9,970	18	77	16	$9,970	0	0
February 9, 2019	14	$6,400	10	110	14	$6,400	0	0
February 2, 2019	18	$6,740	15	99	16	$5,720	2	$950
January 26, 2019	13	$2,770	11	67	11	$918.95	2	$1,850
January 19, 2019	15	$3,819	16	76	12	$2,594	3	$1,225
January 12, 2019	18	$7,283	14	92	15	$1,683	3	$5,600
January 5, 2019	10	$529	12	50	10	$529	0	0
December 22, 2018	17	$2,570	13	87	14	$941	3	$1,629
December 15, 2018	10	$2,860	8	26	8	$264	2	$2,600
December 8, 2018	15	$1,819	16	65	12	$552	3	$1,267
December 1, 2018	12	$7,500	10	90	9	$1,200	3	$6,200
November 28, 2018	15	$4,500	11	107	14	$4,000	1	$500
November 19, 2018	18	$6,137	13	98	13	$2,142	5	$3,995
November 14, 2018	18	$9,200	13	152	15	$8,500	3	$694
November 6, 2018	16	$17,300	16	183	14	$16,361	2	$950
October 29, 2018	14	$14,400	18	127	17	$13,800	1	$600
October 24, 2018	13	$6,140	13	126	11	$5,122	2	$1,018
October 17, 2018	18	$18,390	15	125	14	$12,292	4	$6,098
October 10, 2018	29	$3,149	18	104	20	$1,647	9	$819
October 2, 2018	18	$9,300	11	67	14	$7,300	4	$2,000
September 25, 2018	13	$7,000	11	75	10	$6,000	3	$995
September 18, 2018	9	$3,570	7	44	9	$3,570	0	0
September 11, 2018	13	$5,900	10	132	13	$5,900	0	0
September 7, 2018	14	$5,000	15	86	11	$4,000	3	$1,000
August 29, 2018	15	$20,700	14	79	13	$4,700	2	$16,000
August 20, 2018	10	$12,400	11	53	8	$11,380	3	$1,057
August 14, 2018	12	$19,900	12	132	9	$18,889	3	$1,011
August 7, 2018	16	$68,600	11	106	13	$67,259	3	$1,340
July 31, 2018	15	$15,100	15	95	11	$13,060	4	$2,060
July 23, 2018	13	$2,130	15	60	10	$1,804	3	$1,100
July 17, 2018	14	$5,370	17	98	9	$4,310	5	$1,100
July 9, 2018	16	$11,200	15	74	10	$11,080	6	$862
July 3, 2018	13	$7,000	7	81	12	$6,330	1	$750
June 25, 2018	15	$8,800	13	97	9	$4,970	6	$3,930
June 18, 2018	13	$14,200	14	80	7	$221	6	$14,290
June 11, 2018	12	$6,300	8	96	8	$5,910	4	$803
June 6, 2018	13	$14,500	10	88	8	$14,154	5	$579
May 31, 2018	11	$4,890	10	63	8	$3,240	3	$1,790
May 22, 2018	15	$20,400	11	63	9	$19,808	6	$885
May 15, 2018	15	$4,700	15	106	10	$3,900	5	$643
May 9, 2018	11	$1,400	13	88	9	$1,300	2	$560
May 1, 2018	8	$14,250	7	88	7	$13,400	1	$450
April 24, 2018	12	$5,300	6	61	11	$4,470	1	$800
April 17, 2018	9	$1,800	10	44	7	$2,330	2	$1,434
April 11, 2018	11	$2,500	8	32	6	$1,690	5	$809
April 3, 2018	15	$13,400	11	121	9	$12,020	6	$1,090
March 28, 2018	10	$4,000	10	92	7	$3,870	3	$215
March 19, 2018	17	$5,800	13	51	10	$590	7	$5,165
March 12, 2018	15	$3,130	11	43	11	$2,360	4	$788
March 6, 2018	19	$5,400	13	116	10	$1,530	9	$4,860
February 27, 2018	20	$6,600	13	69	14	$5,530	6	$1,030
February 19, 2018	15	$5,500	14	111	10	$3,990	6	$1,980
February 12, 2018	23	$10,900	17	157	12	$7,110	11	$3,840
February 5, 2018	16	$8,600	13	100	7	$1,330	9	$7,800
January 30, 2018	11	$12,600	11	68	5	$7,300	6	$4,982
January 24, 2018	19	$9,400	15	129	5	$2,010	14	$7,337
January 18, 2018	10	$6,280	8	49	2	$2,100	8	$4,188
January 9, 2018	12	$16,500	12	92	9	$15,890	3	$475
January 3, 2018	10	$2,500	9	47	8	$2,350	2	$150
December 27, 2017	15	$9,000	15	113	9	$7,568	6	$1,784
December 18, 2017	15	$13,800	16	164	9	$13,010	7	$1,118
December 11, 2017	14	$9,700	10	126	12	$2,940	4	$8,500
December 4, 2017	6	$1,800	6	31	5	$1,510	1	$300
November 28, 2017	7	$3,850	8	76	4	$3,260	3	$285
November 16, 2017	10	$2,700	10	48	6	$1,840	4	$856
November 8, 2017	15	$2,380	17	91	10	$1,860	5	$516
November 1, 2017	12	$4,700	17	94	9	$3,400	4	$1,300
October 23, 2017	15	$10,500	10	67	10	$9,780	4	$1,530
October 18, 2017	6	$2,000		37	3	$225	3	$1,820
October 10, 2017	12	$6,570		100	9	$3,880	3	$3,360
October 2, 2017	8	$3,100	11	19	3	$1,630	5	$1,750
September 25, 2017	8	$4,880	8	79	5	$2,660	5	$2,070
September 18, 2017	9	$4,770			3	$300	6	$4,470
September 12, 2017	11	$4,430			8	$2,030	3	$2,400
September 1, 2017	4	$1,310			3	$317	1	$1,000
August 23, 2017	11	$13,640	9		8	$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. 

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.

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.