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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: 13 Deals, 10 Firms, 99 Lawyers, $5.1B

January 25, 2022 Claire Poole & Allen Pusey

Enverus, the Austin-based energy data collector, came out with 2021 M&A statistics in the upstream, or exploration and production, part of the U.S. oil and gas business, and what they found was meh.

The good news: M&A rose 25% year-over-year to reach $66 billion. The bad news: Activity was uneven with a slow beginning and end to 2021, including a 50% drop to only $9 billion worth of transactions in the fourth quarter. That kept the yearly total below the $72 billion average from 2015 through 2019.

It’s a similar to what Rystad found around the world, in which global upstream M&A deals rebounded to reach a total of $181 billion, a 70% jump over 2020. But 2021’s performance was not quite on par with 2017 ($205 billion) and 2018 ($199 billion).

Andrew Dittmar, a director at Enverus, said since the emergence of Covid, upstream M&A has been characterized by fewer but larger deals.

“During 2020, that took the form of public companies consolidating amongst themselves and in 2021 transitioned to a focus on rolling up private E&Ps,” he said.

But the volume of deals remained depressed with 172 in 2020 and 179 transactions in 2021 versus an average of nearly 400 deals per year before Covid, he notes.

Private equity exits continued into the fourth quarter, with two of the top three deals involving the sale of a PE-backed E&P to a public company, Enverus said. Southwestern Energy purchased GEP Haynesville, expanding the initial Haynesville position it acquired earlier in the year via its buy of Indigo Natural Resources, and Earthstone Energy capped a run of recent purchases by acquiring Chisholm Energy in the Delaware Basin.

Indeed, the Delaware and Haynesville were the two most active plays of the fourth quarter and combined to account for 80% of the period’s deal value, Enverus said.

“The largest supply of inventory meeting buyers’ criteria is available for sale in the Delaware for oil and the Haynesville for gas,” Dittmar said. “That is largely because both these plays had significant private investment in prior years that the sponsors are now looking to monetize via sales to a public company.”

But buying a private equity-backed E&P isn’t the only way to secure inventory in these basins, Enverus said. Continental Resources entered the Delaware Basin in the fourth quarter by purchasing Pioneer Natural Resources’ position for $3.25 billion. Pioneer had, in turn, picked up this asset when it merged with Parsley Energy during the height of the public company M&A boom in late 2020.

“Big time corporate M&A often leads to a subsequent wave of asset deals as buyers prune their expanded portfolios,” Dittmar said. “There was a bit of this during 2021 with non-core asset sales by Pioneer and Diamondback Energy, another buyer from the 2020 merger wave. There should still be plenty of room to run for deals though and we anticipate this to drive a resurgence in mid-size, asset-level deal making.”

Overall, the M&A market should be set for an active 2022, Enverus predicts. Pricing on inventory in areas like the Delaware Basin and Haynesville is still attractive for buyers, but there is also high-quality inventory remaining in other plays like the Midland Basin and northeast Marcellus dry gas and in more mature regions like the Williston Basin in the Bakken and the Eagle Ford.

“A return to higher asset-level deal flow would smooth the boom-or-bust cycle of M&A that has characterized the two years since the emergence of Covid,” Enverus said. “However, strong commodity prices lessen the pressure on smaller companies to sell.”

Rystad also believes the upstream M&A market looks set to continue to strengthen, with deals in the U.S. likely to remain a crucial driver of the global deal value. Large sales in other regions may also materialize in 2022, particularly if majors continue to streamline their portfolios.

For the week ending Jan. 22, there were 13 deals reported with a total value of $5.1 billion worked by 99 mostly Texas lawyers at 10 different firms. The deals include 12 M&A transactions for $4.8 billion and one capital markets deal for $301 million.

That compares to 12 deals for $7.6 billion last week and 13 deals for $7.4 billion for approximately the same week last year.

Weekly Corporate Deal Tracker Roundup Stats

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

Week EndingDeal CountAmountFirmsLawyersM&A CountM&A Value $MCapM CountCapM Value $M
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

Melody closes on $1.95B communications infrastructure fund

Deal Description: Melody Investment Advisors, an alternative asset manager focused on communications infrastructure led by former investment banker Omar Jaffrey, announced Jan. 18 the final close of Melody Communications Infrastructure Fund II at $1.95 billion. The fund was oversubscribed, exceeding its target of $1.5 billion by nearly 30%. Current fund investments include CTI Towers, a leading owner and manager of wireless towers in the U.S., Harmoni Towers (formerly Uniti Towers), one of the largest tower builders in the U.S., and a cell sites and easements portfolio managed by Symphony Wireless. The unnamed investors include several large institutional infrastructure investors, including public and private pension funds, sovereign wealth funds, foundations and endowments, fund of funds, insurance companies and charitable trusts.

Melody’s Outside Counsel: Kirkland & Ellis led by investment funds partner Susan Eisenberg in Houston along with partners Kelly Ryan in Chicago and Marty Voelker in New York and associates Robert Holowka in Washington, D.C., Katherine Chernova in Houston, Randy Coffey in Austin, Lenny Licht in New York and Rehab Abdelwahab in Houston. Other team members were based in New York, London, Los Angeles, Chicago and Washington, D.C.

International lottery operator going public through $1.2B SPAC transaction

Deal Description: Taking advantage of a surge in gaming investments worldwide, Prague-based lottery operator SAZKA Entertainment is taking its Allwyn Entertainment brand public with its merger with blank check Cohn Robbins Holdings Corp announced Jan. 21. The deal, which asserts an enterprise value at $9.3 billion includes $825 million from CRHC’s IPO trust account, along with a PIPE of $350 million.

Financial Advisors to Allwyn: PJT Partners

Financial Advisors to CRHC: Citi is financial advisor; Credit Suisse is capital advisor.

Outside Counsel to CRHC: Skadden Arps led by New York M&A partners Howard Ellin and June Dipchand

PIPE Placement Agent: PJT Partners

PIPE Outside Counsel: Winston & Strawn advised on PIPE placement with a team led from Houston by partner Mike Blankenship with London partner Paul Amiss and Houston associates John Niedzwiecki, Robbie Oakes, Luisa Patoni and Ben Smolij.

Notes: The principals of Cohn Robbins include Gary Cohn, former economic advisor to the Trump administration. The SPAC had originally filed with the SEC as CSR Acquisition Corp. with an IPO planned at $300M. The blank check company was renamed and upsized with the addition of Cohn, a former COO of Goldman Sachs. Upon closing, expected in the second quarter of 2022, Cohn will become a special advisor to the chairman of Allwyn. Cliff Robbins, founder and former CEO of the Blue Harbour Group, will join the Allwyn board.

DataBank acquires Houston data centers from CyrusOne for $670M

Deal Description: Dallas-based DataBank, the largest U.S. data edge infrastructure provider, announced Jan. 19 the acquisition of four data centers in Houston from CyrusOne, also based in Dallas. The four centers include CyrusOne’s Galleria data center and three from its West Parkway Boulevard campus, just west of downtown Houston. The acquisition was valued at $670 million. The acquisition is the 27th for DataBank, adding 300,000 square feet of raised-floor capacity and 42.5MW of critical IT load. The so-called edge centers, located near metropolitan areas, provide cloud-based capacity and data services for such data-heavy sectors as healthcare, fintech and media, as well as on-ramps from AWS (Amazon) and Google.

DataBank Financial Advisors: TD Securities; CIT provided debt financing

DataBank Outside Counsel: Jones Day advised DataBank with a team led by Cleveland partner George Hunter.

Notes: In November, CyrusOne was taken private in a blockbuster $15 billion transaction by a consortium of KKR and Global Infrastructure Partners.

ProKidney enters public trading via $825M deal with SPAC

Deal Description: ProKidney, a North Caroliina company seeking to capitalize on what it claims is the first biotherapeutic treatment for chronic kidney disease (CKD), has agreed to take the SPAC route to become publicly traded. The company announced Jan. 18 that it has agreed to a merger with Social Capital Survetta Holdings Corp. III, a blank check company. The deal involves up to $825 million in cash proceeds to ProKidney, including $250 million from the SCS IPO trust account and a fully committed PIPE of $575 million.

ProKidney Financial Advisors: Citigroup

ProKidney Legal Counsel: Davis Polk & Wardwell; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo

SCS Financial Advisors: BofA Securities

SCS Legal Advisors: Wachtell, Lipton, Rosen & Katz

PIPE Agents: Citigroup, Morgan Stanley, Evercore, Jefferies and UBS

PIPE Legal Counsel: Winston & Strawn with a team led from Houston by partner Mike Blankenship with associates John Niedzwiecki, Robbie Oakes and Luisa Patoni.

Notes: ProKidney, headquartered in Winston-Salem, says its lead product, a Renal Autologous Cell Therapy called REACT, has been shown not only to slow the progression of CDK, but in some cases drive meaningful improvement in kidney function. The treatment involves a “minimally invasive” procedure that removes some of the patient’s kidney cells, which are then treated with lab-grown and purified progenitor cells which are then returned to the patient’s kidney.

Restore raises $100M from General Atlantic

Deal Description: Restore Hyper Wellness, a health and wellness company, raised more than $100 million in an equity offering led by private equity firm General Atlantic. Founded in 2015, Restore is designing an integrated wellness experience and creating proprietary protocols to address consumers’ near- and long-term health goals. Restore said that it plans to leverage the investment to help accelerate its rapid growth and deliver innovative technology. It has 115 predominantly franchised locations in 34 states. Restore plans to open one new store about every four days during 2022.

Restore’s Financial Advisor: Piper Sandler & Co.

Restore’s Outside Counsel: Greenberg Traurig led by corporate practice shareholder Thomas Woolsey in the firm’s Dallas office. Others included associate Richard D. Dusenbury; from the tax practice, shareholder Labry Welty and associate Josh Prywes; and from the health care and FDA practice, shareholder Charles C. Dunham IV and associate Ben Nipper.

Notes: GT’s Woolsey represented health care clients in connection with M&A in transactions valued at nearly $2 billion.

Split Rock purchases Permian Basin properties for $97.5M

Deal Description: Fort Worth-based Split Rock Resources, backed by Houston private equity firm North Hudson Resource Partners, announced Jan. 18 that it purchased non-operated Permian Basin oil and gas properties from a private unnamed seller for $97.5 million in cash. The acquisition consists of non-operated assets in the Delaware Basin in Eddy and Lea counties, New Mexico, and in the Midland Basin in Glasscock County, Texas. The assets are producing around 2,000 barrels of oil equivalent per day and include about 1,000 net acres with drilling inventory targeting the Wolfcamp, Bone Spring and additional formations. The assets are operated by a group of top-tier companies and development activities this year are expected to more than double the daily production rates, Split Rock said.

Split Rock’s Outside Counsel: Willkie Farr & Gallagher led by partner Steven Torello in Houston

Clearfork acquires Azure, secures commitment from EnCap Flatrock

Deal Description: Fort Worth-based Clearfork Midstream announced Jan. 18 it secured a capital commitment from EnCap Flatrock Midstream and agreed to purchase Energy Spectrum Capital-backed Azure Midstream Energy. Terms weren’t disclosed. The transaction, which must clear regulators, is expected to close in the first quarter. Clearfork was formed in 2020 to provide midstream solutions for oil and gas producers with an emphasis on unconventional natural gas production in the Haynesville/Bossier Shale formation of North Louisiana and East Texas. Before forming Clearfork, CEO Kipper Overstreet served as Azure’s VP of corporate development and gas supply from 2017 to 2020.

EnCap Flatrock’s Outside Counsel: Latham & Watkins led by Houston partner James Garrett with Houston associates John Daywalt and Josh Blankenship. Advice was also provided on tax matters by Houston partner Jim Cole; on benefits and compensation matters by Washington, D.C., partner Adam Kestenbaum; on finance matters by Houston counsel Bryce Kaufman; and on intellectual property matters by Washington, D.C., counsel Kieran Dickinson.

Clearfork’s Outside Counsel on the Acquisition: Vinson & Elkins led by partner Matthew Falcone and senior associate Yong Eoh with assistance from associates Kara Chung, Erik Slavin and Darren Fox. Other team members included partner Sarah Mitchell and associate Victoria Bahrami-Negad (insurance); partner David Peck, senior associate Peter Rogers and associate Jeff Slusher (tax); partner Sean Becker, counsel Martin Luff and associate Annie Blanc (labor/employment); partner Julia Petty and associate Brian DeShannon (executive compensation/benefits); partner Matt Dobbins and associate Kelly Rondinelli (environmental and natural resources); partner John Decker, senior associate Andrew DeVore and associate Michael Carroll (energy regulatory); partner Chris Popov (litigation); partner Darren Tucker and senior associate Evan Miller (HSR/antitrust); counsel Rajesh Patel and associate Ricky Legg (technology transactions/IP); partner Dave Wicklund, counsel Zach Rider and associate Ariel Guerrero-Stewart (finance); and counsel Scot Dixon (real estate).

Clearfork’s Outside Counsel on the Funding: Vinson & Elkins led by partner Matthew Falcone and senior associate Will White with assistance from associates Bobbi Ingram and Carli Gish. Also advising were partner Sean Becker and counsel Martin Luff (labor/employment); partner Julia Petty and Brian DeShannon, senior associate Peter Rogers and associate Jeff Slusher.

Azure’s Outside Counsel: Porter Hedges including partner Kevin Poli and associate Allison Wilbanks Pearce in Houston with help from Geoff Schultz, Nick Nicholas, Riki Thomas and Ray Torgerson

Clearfork’s Financial Advisor: Donovan Ventures (John Donovan)

Azure’s Financial Advisor: Jefferies (Peter Bowden, Brian Conner, Chris Howey and Preston Martin)

Notes: V&E also advised Clearfork in connection with its $400 million capital commitment from Encap Flatrock. This is the second significant transaction in which Vinson & Elkins has represented an Encap Flatrock portfolio company in the past six months, with the other being Moda Midstream’s sale to Enbridge in October 2021.

Blue Point-backed TAS acquires Texas Water Management

Deal Description: Cleveland-based Blue Point Capital Partners announced Jan. 11 that its portfolio company, TAS Environmental Services has agreed to acquire Texas Water Management, a liquid waste transportation company. Based in Conroe and founded in 1997, Texas Water Management services industrial sites throughout the Texas and Louisiana Gulf Coast regions on both scheduled and emergency bases. Terms of the deal were not disclosed. TAS is in Blue Point’s BPCP IV portfolio.

Blue Point Outside Counsel: Denise Carkhuff led Jones Day from Cleveland.

Note: The deal is Blue Point’s fourth bolt-on transaction since acquiring TAS in May 2019.

First Reserve-backed Trillium Flow to acquire Termomeccanica Pompe

Deal Description: First Reserve-backed Trillium Flow Technologies and Termomeccanica Pompe signed a joint agreement Jan. 19 that will bring the Termomeccanica Pompe, Gabbioneta Pumps and Begemann brands under the Trillium umbrella in Italy. Terms weren’t disclosed. Due to regulatory approvals, Trillium Flow anticipates the transaction will close in three to four months. Following the deal, Termomeccanica will concentrate its activities on developing the ecological and gas compression sectors. The 100-year-old Termomeccanica is a pump manufacturing company that provides solutions and service for power, desalination, water transmission and oil and gas markets. It operates subsidiaries in Russia, Romania, Saudi Arabia and the United Arab Emirates.

Trillium Flow’s Outside Counsel: Morgan Lewis led by partners Sameer Mohan (Houston) and Carl Valenstein (Boston). The team also included Houston associate Tara McElhiney and lawyers from the firm’s offices in Moscow, Dubai, London and Abu Dhabi.

LCA Studio Legale in Milan was Italian counsel on the deal, including Marina Rosito and Andrea Carreri (partners) and Luca Montolivo (associate).

Trillium Flow’s In-House Counsel: Mehgan Wichuk, senior VP, general counsel and chief compliance officer, supported by senior counsel Anna Boureiko, both in Houston

Satori pours money into Torani

Deal Description: Torani, a leader in the flavor industry for nearly 100 years, and Satori Capital, a Texas-based investment firm founded upon the principles of conscious capitalism, announced Jan. 18 that Satori has completed a minority investment in Torani. Satori’s investment will support Torani’s continued growth, particularly with direct-to-consumer sales, expanded distribution, new product innovation and increased social impact. Torani, a Bay Area company, has more than 150 innovative flavors and is known for popularizing the Italian soda in the U.S. and creating the first flavored latte in the 1980s. The company has grown an average of 20% year-over-year for the last three decades under CEO Melanie Dulbecco and is the number one coffee syrup brand at retail in the U.S. with a 90% market share.

Satori’s Outside Counsel: Gibson Dunn led by Dallas partner Robert Little with associates Steve Wright, Kiel Sauerman and Cody Wilson, also of Dallas. Partner Cromwell Montgomery advised on financing from Los Angeles. Partner Michael Cannon advised on tax aspects from Dallas, and partner Michael Collins advised on benefits from Washington, D.C.

Daikin Applied invests in two equipment, services and parts reps

Deal Description: Daikin Applied, a unit of Daikin Industries, announced Jan. 12 that it made majority investments in two of its equipment, services and parts representatives, Detroit-based ThermalNetics and Philadelphia-based TriState HVAC Equipment. Terms weren’t disclosed. Daikin said combining the track record and expertise that both firms bring with the backing of the global HVAC leader gives engineers, contractors, and facility owners the comprehensive solutions and assistance they require to improve comfort, air quality and sustainability.

Daikin’s Outside Counsel: Gibson Dunn led by partner Stephen Olson and included associates Jonathan Sapp, William Bald and Gerald Kimani. Partner James Chenoweth advised on tax and partner Krista Hanvey and associate Tyler Richardson counseled on benefits.

CAPITAL MARKETS

Enviva prices $301M offering of common stock

Deal Description: Enviva Inc., the world’s largest producer of industrial wood pellets, a renewable and sustainable energy source, announced Jan. 19 that it has priced an underwritten public offering of 4.3 million common shares at $70 per share. Enviva granted the underwriters a 30-day option to purchase up to an additional 645,000 common shares from Enviva. The offering is expected to close on Jan. 24. Enviva intends to use the net proceeds for general corporate purposes, including pre-funding a portion of its capital expenditures related to ongoing development projects and the temporary repayment of debt.

Book-Running Managers: Goldman Sachs & Co., Citigroup Global Markets Inc., J.P. Morgan Securities, Barclays Capital Inc., BMO Capital Markets Corp., HSBC Securities (USA) Inc., RBC Capital Markets and Truist Securities Inc. Loop Capital Markets, Raymond James & Associates Inc. and USCA Securities are co-managers for the offering.

Enviva Outside Counsel: The V&E corporate team was led by partner Ramey Layne and counsel Jessica Lewis, with assistance from senior associate Caroline Bailey and associates Chandler Spinks, Claire Wenholz, John Sasso and Jake Lubenow. Other key team members include partner Ryan Carney and associates Dan Henderson and Jeff Slusher (tax); and partners Maggie Peloso and Matt Dobbins and associate Austin Pierce (environmental).

Underwriters’ Outside Counsel: Latham & Watkins led by Austin/Houston partner Michael Chambers and New York partner Stelios Saffos with New York associate Hana Nah and Houston associates Hunter Newell, Wole Oluborode and Dylan White. Advice was also provided on tax matters by Houston partners Tim Fenn and Jared Grimley, with Houston associate Michael Rowe; and on environmental matters by Los Angeles/Washington, D.C. counsel Josh Marnitz.

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