The Texas Lawbook

Free Speech, Due Process and Trial by Jury

CDT Roundup: 14 Deals, 10 Firms, 97 Lawyers, $4.9B

The idea of a “New Normal” is easy to hate. Especially when everyone around you is using a phrase like “New Normal.”

But like the silly song you despise that you discover yourself humming, there you are: masking up every time you step out of your car; dodging perfectly nice people as though they were muggers; using the word “Zoom” as an intransitive verb; avoiding the office like the plague — literally.

So, in that vein the S&P Global Market Intelligence’s Q2 M&A and Equity Offerings Market Report released Friday isn’t going to be a shock. Bottom line: This is going to take a while.

According to S&P Global Q2 M&A activity was down 90.3% year-over-year. Moreover, their discussions with CEOs suggest that continued fallout from the pandemic is making them less optimistic about a quick rebound.

A few quick notes from S&P Global:

The plunge in M&A values ($46.56B in Q2) dropped the U.S. behind China ($71.13B).

Equity issuance was up 34.7% on the year ($193.64B), as hard-hit companies across the globe equitized debt.

IPOs (52 in the U.S.) were up, driven by the financial sector (26, exactly half of them).

Don’t expect the numbers, especially values, to swell anytime soon, according to S&P Global. Q3 usually shows a seasonal lag.

The coming market will be for small-to-mid-market targets instead of transformational deals.

Maybe this is exactly what they mean by “The New Normal.”

After last week’s numbers, which included the $21 billion 7-Eleven/Speedway deal, this week’s numbers are back to that normal. There were 14 transactions reported valued at a total of $4.9 billion. That includes seven M&A deals worth $1.2 billion and six capital markets transactions worth $3.7 billion. Ten unique firms and 97 Texas lawyers were involved in the deals.

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
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

Last week we reported 12 deals worth $32 billion. This time last year there were 10 deals worth $1.6 billion.

M&A/VENTURE CAPITAL/PE

V&E Counsels Clovis Point Capital in Cirrus Insight Merger of Zynbit

Houston-based Clovis Point Capital, announced the acquisition of a majority investment in Zynbit.com by its portfolio company, Cirruspath, Inc.

The two business services software companies, provide communications and tracking applications for sales and service pipeline planning and tracking.

Vinson & Elkins advised Clovis Point with a team led by Houston partner James Garrett and senior associate Jeannie Poland. Also advising were partner David Peck and senior associate Megan James (tax); senior associate Kristy Fields (executive compensation); counsel Christie Alcalá (employment); and senior associate Alex Kamel (finance). All are from Houston but David Peck who offices in Dallas.

The Cirruspath application Cirrus Insight is used by 250,000 sales specialists and rated highly for its integration with Gmail. Zynbit is likewise high-rated for its integration with Outlook email applications.

Clovis Point co-founders and co-managers, Robert Shuford and Christopher Joseph, left Main Street Capital Corp in 2014 to form Clovis Point. The private equity company focuses on technology and software investments.

ZynBit CEO Phil Dixon, currently in Raleigh, NC, will take over as CEO of Cirrus Insight. Former CEO Ryan Niemann, currently in Denver, will become chairman of the Cirrus Insight board.

Skadden, Norton, V&E Advise as Southwestern Energy Acquires Montage Resources in Merger

Southwest Energy announced Aug. 12 that it is acquiring Pennsylvania-based Montage Resources and its producing assets in the Utica and Marcellus Shales of Southeast Ohio, West Virginia and North Central Pennsylvania.

By acquiring Montage, Houston-headquartered Southwestern gains 195,000 acres in basins where they already operate.

To pay for the transaction Southwestern also announced that it had priced at $2.50 per share a public offering of 55 million shares of its common stock. With the offering, registered with the SEC in May, Southwestern expects to generate $167 million. Some of the proceeds will be used to retire a portion of Montage Resources’ 8.875% senior notes due in 2023.

Vinson & Elkins advised the largest investor in Montage Resources, EnCap Investments. The V&E team was led by Houston partners Matt Strock and Steve Gill, with an assist from associates Alex Robertson and Samar Khan. Also advising were partner John Lynch (tax); and partner David D’Alessandro and counsel Regina Ibarra (executive compensation/benefits).

Norton Rose Fulbright advised Montage Resources on legal matters, with Barclay’s advising on finance.

Skadden Arps were legal advisors to Southwestern, with Citi and Goldman Sachs advising on financial matters.

The Skadden team included Houston M&A partners Frank Bayouth and Eric Otness, assisted by associate Christopher Baeza and lawyers from New York, Boston and Washington, D.C.

Under the terms of the all-stock agreement, Montage Resources shareholders will receive 1.8656 shares of Southwestern for each Montage Resources share. Once approved by Montage shareholders, the combined will be the third largest natural gas producer in Appalachia .

“This is an exciting step for Southwestern as we expand our Appalachia footprint with the high-quality assets of Montage. As we have consistently stated, we are firm believers in the benefits of value-creating consolidation,” noted Southwestern CEO Bill Way.

Baker Botts, Gibson Dunn Advise on Delek US Holdings $484M Equity Exchange

Delek US Holdings announced Aug. 13 that Delek Logistics Partners was eliminating all incentive distribution rights held by its general partner, converting its 2% interest in Delek Logistics into a non-economic GP interest.

In exchange, the general partner will receive 14 million newly issued common limited partner shares of DKL and $45 million cash. The transaction leaves Delek US with an 80% interest in Delek Logistics.

In connection with the transaction, the independent, disinterested members of the Delek US Board approved the purchase by the GP of the 5.2% interest in the GP previously held by members of management. Following this purchase, the GP is a 100% owned subsidiary of Delek US.

Baker Botts advised Tennessee-based Delek US in the transaction, which was approved by a conflicts committee. The Baker Botts team was led from Houston by corporate partner A.J. Ericksen, assisted by senior associate Laura Katherine Mann and associates Ieuan List and Shumaila Dhuka. Financial advice was provided by partner Rachael Lichman, senior associate Chad Davis, and associates Taylor Courtade and Keegan Bobholz. Partner Michael Bresson and senior associate Jared Meier provided advice on tax. All are from Houston except Davis (New York) and Courtade (Dallas).

Barclays provided financial advice on the transaction.

The conflicts committee was advised by Gibson Dunn & Crutcher. The Gibson Dunn team is led by Houston partner Gerry Spedale and includes Houston partner Shalla Prichard and Houston associates Stella Tang, William Bald and Collin Metcalf.  Houston partner James Chenoweth advised on tax aspects.

“This lowers the cost of capital for Delek Logistics paving the way for better execution of our midstream growth strategy,” said Uzi Yemin, president and CEO of Delek US. “The partnership has a robust growth platform with high distribution coverage and a strong financial position.”

Delek US Holdings is a diversified oil and gas company with operations that include two Texas refineries in Tyler and Big Spring.

Kirkland Advises Software SPAC on Reverse Merger Creating $512M CuriosityStream

CuriosityStream, a general, low-cost media and documentary streaming company founded by John Hendricks of the Discovery Channel, announced Aug. 11 a reverse merger with the SPAC Software Acquisition Group that takes the company public.

Hendricks will remain chair of the CuriosityStream which, at merger, is equity valued at $512 million with more than 13 million subscribers.

Kirkland & Ellis advised Software Acquisition Group with a team led by partners from New York, San Francisco, as well as Houston corporate partner Brooks Antweil.

“CuriosityStream has the unique advantage of being a ‘pure-play’ streaming media service that is not burdened with legacy linear TV assets in cable and broadcasting,” said Hendricks.

“We are excited to now have access to the public capital markets to support our growth plans and to over-deliver on our mission.”

“CuriosityStream is the clear leader in the high growth factual media streaming market,” said Jonathan Huberman, chair and CEO of Software Acquisition Group. “We look forward to working with such a strong management team led by industry legend John Hendricks and his business partner of many years, Clint Stinchcomb.”

Jones Day Advises Wright Group on Sale of Avionics Firm

Gardner Standard, a private investment firm based in Eden Prairie, Minnesota, announced Aug. 12 the purchase of Shadin Avionics from The Wright Group. Terms for the transaction were undisclosed.

Shadin is a manufacturer of advanced systems to track aircraft fuel consumption and altitude management, used on aircraft ranging from military C-130 Hercules, CH-47 Chinook and A-10 Warthog to Textron Aviation’s King Air and Bell’s 412 helicopter.

Jones Day provided counsel for The Wright Group with a team led from Dallas by partners Troy Lewis and Martha Wach.

Said Michael Healy, managing member of Gardner Standard, “The combination of Shadin’s proprietary technology and engineering expertise helps customers modernize aircraft quickly and efficiently. We are excited to see what the Shadin team accomplishes in the years ahead.”

V&E, Willkie Advise on $220M Antero Resources Prepayment

Keeping in step with industry-wide debt reduction efforts, Denver-based Antero Resourcdes announced that it has transacted a $220 million volumetric production payment with an affiliate of J.P. Morgan.

Simultaneously, the company announced a $525 million cash tender offer for all its 2021 senior notes and a portion of its senior notes that mature in 2022 and 2023.

V&E advised Antero Resources with a team led from Houston by energy partner Danielle Patterson with assistance from senior associate Megan Menniti and associate Erin Mitchell. Also advising were partner John B. Connally and associates Kara Chung and Anton Krayniy.

On finance were Houston partner Guy Gribov and New York partner Steve Abramowitz, counsel Steve Tarry, senior associate Alex Kamel and associate Joe Higdon in Houston; on corporate matters partner Scott Rubinsky, senior associate Austin March and associate John Daywalt, all in Houston; on taxes, partners Todd Way in Dallas and Lina Dimachkieh in Houston and Dallas associate David Gilbert; and on environmental matters, Houston partner Matt Dobbins and Dallas partner Shane Tucker.

Likewise, Willkie Farr counseled J.P. Morgan on the VPP transaction with Houston team led by Michael De Voe Piazza. Other Willkie lawyers on the deal included: corporate partners Ryan Cicero and David Aaronson, and associates Cody Dreibelbis, Lynn Abell and Michael Babcock, along with New York restructuring partner Ana Alfonso, tax partner Robert Jacobson and Houston tax associate Yaniv Maman.

The VPP is based on dry gas producing properties in West Virginia, covering a seven-year term that began July 1.

Antero chair and CEO Paul Rady said the transaction puts the company at “the low end” of the target range for asset sales they announced in December of 2019. “The ability to monetize $751 million of assets in such a challenging market is a testament to the quality of Antero’s substantial producing properties and acreage.”

Willkie Farr Counsels Sterling Group in Acquisition of Stripe-A-Zone

Willkie Farr & Gallagher announced last week that it had advised the Houston-based Sterling Group in its purchase of Stripe-A-Zone, a Dallas provider of highway and parking lot markings.

The transaction was the first for a newly-formed Sterling affiliate Frontline Road Safety from which Sterling intends to build a national leader in highway safety products. Terms of the deal were undisclosed.

The Willkie team was led from Houston by Bruce Herzog, along with New York corporate partner Daniel Mun. Herzog was the only Texas lawyer on the team.

“Joining with Sterling and Frontline was the right next step in the growth of our family’s business given our shared vision for the industry,” said David Sargent, President of Stripe-A-Zone.

Founded in 1982, The Sterling Group is a Houston-headquartered private equity investment firm that targets controlling interests in basic manufacturing, distribution and industrial services companies. Sterling generally prefers companies valued in the $100 million to $750 million range.

Company GC Max Klupchak joined Sterling in 2015 as the firm’s first in-house legal counsel. Prior to Sterling, the Emory University law grad worked in the private equity groups of Kirkland & Ellis LLP and Ropes & Gray.

CAPITAL MARKETS

V&E Advises NETSTREIT on $225M IPO

NETSTREIT Corp., a Dallas headquartered Real Estate Investment Trust, announced Aug. 13 that it has priced its upcoming IPO of 12.5 million shares at $18.00 per share.

Vinson & Elkins advised the underwriters with a team based in Richmond and Washington D.C. No Texas lawyers were involved.

Of the 12.5 million shares, 255,268 are being offered by existing stockholders

NETSTREIT specializes in long term net lease real estate transactions involving single-tenant properties. The company has a current portfolio of 163 properties in 34 states that include convenience stores, pharmacies and big box retail tenants including: 7-Eleven, CVS, Dollar General, WalMart, Lowe’s and Home Depot.

Wells Fargo Securities, BofA Securities, Citigroup, Stifel, and Jefferies are acting as the book-running managers for the offering.

V&E Advises on Highwoods Properties Offering

Vinson & Elkins announced last week that it advised North Carolina-based REIT Highwoods Properties on its offering of $400 million in unsecured notes that closed Aug. 15.

V&E acted as special tax counsel for the transaction led by Washington D. C. partner Chris Mangin with assistance by lawyers from Richmond. No Texas lawyers were involved.

Highwoods Realty Limited Partnership, the company’s operating arm headquartered in Raleigh, offered the 2.600% unsecured notes under an existing shelf registration statement. The notes are due in February 2031 and were priced to yield 2.645%.

The company intends to use the resulting cash in a tender for existing 3.20% notes due in 2021 and to pay down other existing debts.

Wells Fargo Securities, LLC, BofA Securities, Inc., Jefferies LLC, SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., Capital One Securities, Inc., Regions Securities LLC and J.P. Morgan Securities LLC served as joint book-running managers. FHN Financial Securities Corp. and Fifth Third Securities, Inc. served as co-managers.

Bracewell, Davis Polk Advise on Textron’s $500M Debt Offering

Defense and aviation conglomerate Textron Inc. closed its public offering of $500 million of senior unsecured notes Aug. 5.

The offering drew a Baa2 senior unsecured rating from Moody’s. The rating agency noted the company’s increased liquidity and cessation of stock repurchases through the rest of the year. However, they also noted that its cash balances were largely the result of debt offerings.

Bracewell advised Rhode Island-based Textron with a team led by Todd W. Eckland out of New York and Will Anderson and Houston. They were supported from Houston by associates Kathy Witty Medford and Shannon Baldwin.

Davis Polk advised the underwriters, including book-running managers Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and SMBC Nikko Securities America, Inc.

Proceeds from the notes issuances will be used to repay $500 million principal amount outstanding under Textron’s 364-day term loan credit agreement.

Moody’s noted that Textron’s diverse industrial businesses offer some protection from cyclical downturn, but the effect of the pandemic is likely to be particularly acute in the company’s signature aviation business which derives 95% of its revenue from commercial aviation.

Gibson Dunn Counsels Concho on $500 Notes Offering

Concho Resources Inc. announced Aug. 10, the pricing of its $500 million offer of senior unsecured 2031 notes.

Scheduled for an Aug. 24 issue, the notes will bear 2.40% annualized interest and will be priced at 99.761% of par. Concho plans to use the proceeds to redeem its outstanding 4.375% senior notes due 2025.

Concho general counsel Travis Counts turned to a team from Gibson Dunn led by Houston partner Hillary Holmes for legal advice She was assisted by Dallas partner Doug Rayburn and Houston associates Harrison Tucker, Melissa Pick, and Jordan Rex.  Houston partner James Chenoweth advised on tax matters.

BofA Securities, J.P. Morgan and Wells Fargo Securities will act as joint bookrunning managers for the senior unsecured notes offering.

Based in Midland, Concho Resources is one of the largest unconventional shale producers of oil and natural gas in the Permian Basin, with operations focused on safely and efficiently developing oil and natural gas resources.

V&E Advises Pioneer Natural Resources on $1.1B Notes Offering

Dallas-headquartered Pioneer Natural Resources announced Aug. 6 that it had priced a new offering of senior notes at $1.1 billion.

The 1.90% notes will mature in August 2030 and the price to the public is 99.205% of the principal amount. The company intends to use the $1.08 billion proceeds to repurchase its 3.45% senior notes due 2021 and its 3.95% notes due 2022.

Vinson & Elkins advised Pioneer with a team led by corporate partners Robert Kimball of Dallas and David Stone of Houston. They were assisted from New York by Shelley Barber, with assistance from senior associate Joanna Enns in Dallas and associates Cameron Land in Houston, and Ted Belden and Luke Strieber in Dallas. Advising on tax matters from Dallas were partners Jim Meyer and Wendy Salinas and associate David Gilbert. 

Gibson Dunn advised the joint book-running managers, and the team was led by Dallas partner Doug Rayburn and included Dallas associate Jonathan Sapp and Houston associate William Bald. Dallas partner David Sinak and associate Michael Cannon advised on tax aspects. Washington, D.C. associate Kyle Guest advised on environmental aspects.

BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and TD Securities (USA) LLC are acting as Joint Book-Running Managers for the offering.

Credit Suisse (USA) LLC, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc. are acting as Senior Co-Managers and BBVA Securities Inc., CIBC World Markets Corp., Citizens Capital Markets, Inc., PNC Capital Markets LLC and Truist Securities, Inc. are acting as Co-Managers for the offering.

Baker Botts, V&E Advise on Sunnova Energy $250M Secondary Offering

In its second offering in six weeks, Houston-based Sunnova Energy International announced Aug. 13 a $250 million secondary offering by existing stockholders.

The offering is for 10 million shares priced at $25 per share. Sunnova is not offering any shares and will receive no proceeds from the sale.

Baker Botts represented Sunnova with a team led from Houston by corporate partners Travis Wofford and Josh Davidson. Houston associates Jennifer Gasser, Gita Pathak and Malakeh Hijazi assisted.

Also pitching in were tax partners Michael Bresson and Jon Nelson, as well as partner Danny David as advisory counsel.

Vinson & Elkins represented the underwriters: BofA Securities, J.P. Morgan, Credit Suisse and Goldman Sachs & Co. LLC are acting as joint book-running managers. Baird and Roth Capital Partners are acting as co-managers.

The V&E team was led by capital markets partner David Oelman and senior associate Crosby Scofield, with assistance from associates Anne Peetz, Andrianna Frinzi and Houston Morgan, all of Houston. Houston partner David Cole and counsel Debbie Duncan in Washington D.C. provided tax advice. Also advising on the matter from Houston were counsel Damien Lyster (energy regulatory); and partner Matthew Dobbins (environmental).

Sunnova is a leading residential solar and energy storage service provider, serving more than 85,000 customers in more than 20 U.S. states and territories.

Bracewell Advises Underwriters of $800M DTE Energy Senior Notes

DTE Energy announced that it had closed an $800 million public offering of its Series F 1.05% unsecured senior notes due 2025 on Aug. 6.

The funds are to be used as part of the company’s deleveraging efforts and for general corporate purposes. Fitch Ratings gives pegs the bonds at BBB with an optimistic view toward the company’s reduction of debt.

Underwriters for the issue by the Detroit-based utility were advised by Bracewell with a team led from New York, but included Houston Partner Troy Harder, counsel Ian R. Brown in Dallas, along with associates Shannon Baldwin, Kathy Witty Medford and Jay N. Larry, all from the Houston office.

BMO Capital Markets Corp., Citigroup Global Markets Inc., Morgan Stanley & Co. and PNC Capital Markets were joint book-running managers for the offering. KeyBanc Capital Markets Inc. and U.S. Bancorp Investments Inc. acted as co-managers.

Last October the company announced its acquisition of a natural gas pipeline in the Haynesville Shale formation of Louisiana for $2.25 billion. Under the terms of the agreement, DTE acquired 100 percent of the midstream assets from Momentum Midstream and Louisiana’s largest gas producer Indigo Natural Resources.

Allen Pusey

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

©2022 The Texas Lawbook.

Content of The Texas Lawbook is controlled and protected by specific licensing agreements with our subscribers and under federal copyright laws. Any distribution of this content without the consent of The Texas Lawbook is prohibited.

If you see any inaccuracy in any article in The Texas Lawbook, please contact us. Our goal is content that is 100% true and accurate. Thank you.

© Copyright 2022 The Texas Lawbook
The content on this website is protected under federal Copyright laws. Any use without the consent of The Texas Lawbook is prohibited.