The Texas Lawbook

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CDT Roundup: 14 Deals, 10 Law Firms, 110 Lawyers, $6.4B

Get ready for slow growth in mergers and acquisitions for the first half of the year.

Intralinks, which provides electronic data rooms to the dealmaking industry, is forecasting that the number of announced deals in North America will increase by only 5 percent during the first half of this year over the same period last year and global dealmaking will only advance 3 percent.

The firm bases those projections on sell-side M&A transactions that are in preparation or have begun their due diligence stage and are six months away on average from their public announcement.

Intralinks expects the energy and power sector to lead the North American activity followed by the industrial and financial industries. Consumer and retail, materials and technology/media/telecom deals should be stable while real estate and healthcare may see a drop-off in transactions.

Why such low projections? The firm believes that the pace of the global M&A up-cycle, which began in 2014, may have peaked and that dealmakers face considerable headwinds in 2019. It blames a slowing global economy, partly driven by the trade war between the U.S. and China; rising interest rates; and depressed global equity markets, which fell 10 percent last year.

Intralinks also cites M&A valuations at 30-year highs; increasing nationalism and protectionism against cross-border M&A; and the uncertainty and potential damage to European economic growth caused by the political chaos of the Brexit process.

Here in Texas, deals involving Texas lawyers slipped slightly this past week. There were 14 deals worth $6.4 billion versus 18 transactions valued at $6.72 billion the previous week. 

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
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

Ten law firms and 110 Texas lawyers took part in the activity, which was all M&A and private equity. Industries represented included energy, industrial, technology and real estate (by an investment fund of the late real estate developer Trammel Crow).

M&A, PRIVATE EQUITY AND VENTURE CAPITAL

Sidley, Latham aids WhiteWater on sale to First Infrastructure for estimated $2B

Austin-based WhiteWater Midstream, which is backed by Denham Capital Management and Ridgemont Equity Partners, announced Feb. 4 that it agreed to be sold to funds managed by Quanta Services affiliate First Infrastructure Capital Advisors.
Terms weren’t disclosed, but the pipeline was said to be worth more than $2 billion, including debt.

The deal includes WhiteWater’s 60 percent stake in Agua Blanca, a Delaware Basin intrastate natural gas pipeline system that began operating last year, as well as WPX Energy’s 20 percent interest. MarkWest is the other 20 percent owner.

Sidley Austin counseled WhiteWater and Denham with a team led by partners Cliff Vrielink in Houston and Marc Rose in Dallas. Others were tax associate Zack Pullin in Houston, senior M&A associate Ryan Scofield in Dallas, energy associate Jeremy Pettit in Dallas, energy associate Chelsie Gonzales in Houston and M&A associate Robert Uhl in Dallas.

Latham & Watkins was lead counsel for WhiteWater management. That team was led by Houston partners Michael Dillard and Thom Brandt in Houston with associates Blake Berkey, Om Pandya and Rebecca Kendall. Houston partners Tim Fenn and Bryant Lee and associate Michael Rowe worked on tax matters.

Troutman Sanders represented Ridgemont while Milbank, Tweed, Hadley & McCloy counseled First Infrastructure Capital out of New York.

Tudor, Pickering, Holt and Credit Suisse were financial advisors to WhiteWater, Denham and Ridgemont, with Aaron Blomquist and John Chapman from TPH and Brian McCabe from CS.

Simmons Energy, a unit of Piper Jaffray, assisted First Infrastructure, including Michael Sutton.

Reuters reported in late November that WhiteWater was exploring a sale that its private equity owners hoped would value it at more than $2 billion, including debt, citing people familiar with the matter.

WhiteWater management is staying on to expand Agua Blanca to provide services to its customer base. Closing is expected in the first quarter.

Agua Blanca is a natural gas residue pipeline servicing the Delaware Basin. It’s supported by several long-term take or pay contracts and has several direct downstream connections to provide shippers access to multiple markets.

WhiteWater CEO Christer Rundlof said in a statement that its new sponsor has a long investment horizon that will allow it to continue to manage the asset for the long term.

Dan Shapiro, managing partner at First Infrastructure, said it plans to invest significant capital in expansions of the system and other related projects.

Jordan Marye, who led the investment from Denham out of Houston, said the firm hopes to partner with WhiteWater, First Infrastructure Capital and Ridgemont on future projects under development.

Denham has more than $9.7 billion of invested and committed capital across 10 fund vehicles while Ridgemont has invested $4.4 billion. 

First Infrastructure is a Houston-based investment firm specializing in greenfield projects and companies operating in the midstream, downstream, electric power, telecommunications and renewable energy industries.

Baker Botts, Akin, Bracewell involved in SunCoke’s $1.5B simplification deal

Lisle, Ill.-based  SunCoke Energy, Inc. said Feb. 5 that it will acquire the units it doesn’t own of affiliate SunCoke Energy Partners in a stock swap.

The parties didn’t disclose the value of the transaction, but the deal gives SunCoke Energy Partners an estimated enterprise value of $1.52 billion.

Baker Botts counseled SunCoke Energy, including two partners in New York as well as senior associate Jennifer Wu in Austin.

Akin Gump Strauss Hauer & Feld assisted the conflicts committee of SunCoke Energy Partners’ general partner. The team included partners John Goodgame, Lisa Hearn and associate Lisa Garrett from the global energy and transactions practice and Jocelyn Tau from tax.

Bracewell partner Will Anderson represented Evercore, which provided financial advice to SunCoke Energy’s board. White & Case lawyers in New York aided Citi, which was financial advisor to the conflicts committee of SunCoke Energy Partners’ general partner.

Michael Jamieson, Brad Epstein, Brian Spear and Mark Senter worked on the deal from Citi’s office in Houston while Rob Pacha and John McGraw did so from Evercore.

The transaction is expected to close late in the second quarter or early in the third quarter if it clears a majority of both entities’ holders as well as regulators.

SunCoke Energy Partners unitholders will receive 1.40 of a SynCoke Energy common share for each of their units. That works out to a 9.3 percent premium over their closing price Feb. 4 and a 12.7 percent premium based on both entities’ 30-day volume weighted average prices ending Feb. 4.

SunCoke Energy CEO and president Mike Rippey said in a statement that with a simplified corporate structure, increased liquidity and improved financial flexibility, the company will be better positioned to execute on strategic growth opportunities and generate immediate and long-term value for both sets of stakeholders.

The company said the deal will be immediately accretive to stockholders, who will get a 24 cents per share annual dividend in the first full year after the deal closes. The transaction also will improve SunCoke Energy’s credit profile, enhance its access to capital markets and lower its cost of capital.

SynCoke also estimates cost synergies of $2 million per year from eliminating dual public company requirements, cash tax savings of around $40 million over the next five years and more cash flow available to deploy for organic growth projects, attractive M&A opportunities and/or to return to shareholders.

SynCoke Energy Partners’ incentive distribution rights will be eliminated but its 7.50 percent senior notes due 2025 will remain outstanding. 

Nexeo sells plastics distribution unit to One Rock for $640M

Nexeo Solutions Inc. and Univar Inc., which agreed to buy Nexeo this past fall for $2 billion, announced Feb. 8 that they’re selling Nexeo’s plastics distribution business to an affiliate of One Rock Capital Partners for an enterprise value of $640 million.

Univar was represented by Wachtell, Lipton, Rosen & Katz, which also represented Univar on the Nexeo transaction, while Weil Gotshal & Manges assisted Nexeo, both with teams out of New York. Hogan Lovells counseled One Rock.

Nexeo’s chief legal officer is Michael Farnell Jr., who also serves as the company’s chief administrative officer. 

Before joining Nexeo, Farnell was legal counsel for TPG between 2006 and 2011 and a corporate attorney at Weil in Dallas between 1998 and 2006. The SMU-trained lawyer also was on the board at TPG-backed Vita Group, a U.K. foam rubber maker that was sold last year to investor Strategic Value Partners for an undisclosed sum.

Goldman Sachs provided financial advice to Univar while Nexeo used Moelis & Co. and One Rock tapped Jefferies.

The deal is expected to close in the first half of this year with $615 million in net proceeds to be used to pay down debt.
Nexeo Plastics distributes polymer products and engineering resins to plastics processors in 60 countries. The business will continue to be led by Shawn Williams, executive VP of Nexeo Plastics.

Univar CEO David Jukes said in a statement that the sale will enable the company to concentrate on its core chemical distribution business.

Tony Lee and Scott Spielvogel led the deal from One Rock, which manages $1.4 billion in capital with a focus on high-potential middle-market businesses. It has offices in New York and Los Angeles. Lee and Spielvogel used to work at Ripplewood Holdings.

V&E, Latham advise on Noble Midstream’s pipeline purchases from EPIC

Vinson & Elkins advised Noble Energy affiliate Noble Midstream on exercising its right to purchase interests in two Epic Permian Basin-to-Corpus Christi pipelines.

The V&E team included Doug Bland, Brittany Sakowitz, John Slaybaugh, Caroline McDonald, Mike Marek and Burke Wendt; Todd Way, Ryan Carney, Julia Pashin and Christine Mainguy on tax; Darrin Schultz, Jason Blackmer and Brittany Simington on finance; and Megan Menniti on energy transactions and projects.

Latham & Watkins counseled Epic with a team that included partners Michael Chambers and Chris Bennett and associates Sam Seley, Madeleine Neet and Rebecca Kendall.

Both pipelines are expected to be funded through project level debt along with equity commitments from project partners. 
Noble Midstream expects to invest between $330 million and $350 million in cash for 30 percent of the Epic Crude Oil Pipeline and $165 million to $180 million for 15 percent of the Epic Y-Grade Pipeline.

It plans to fund its equity investment with its revolving credit facility and is exploring a private co-investment in the Epic Crude Oil Pipeline.

Kirkland, Sidley aid on Blackstone’s $500M Waterfield backing

Blackstone announced Feb. 5 that funds managed by Blackstone Energy Partners formed Waterfield Midstream with a $500 million equity commitment.

Waterfield plans to provide water gathering, treatment, recycling and disposal to oil and gas producers in West Texas’ and New Mexico’s Permian Basin through greenfield development and acquisitions of water-related infrastructure.

Kirkland represented Blackstone, including partners Rhett van Syoc, Chad Smith and Kyle Watson and associates Tom Hillebrand, Michelle Williamson and Morgan Moore.

Sidley Austin partner David Denechaud aided the management team, which includes co-CEOs Scott Mitchell and Mark Cahill. The two previously built and led Anadarko’s and Western Gas’s Permian Basin commercial water infrastructure platform. 

Waterfield has partnered with Blackstone since last summer. It recently signed a 15-year contract with Guidon Energy to construct a new system to handle its water gathering and disposal needs across its 40,000 acre position in Martin County, Texas. It’s targeting deeper disposal zones to provide long-term flow assurance and support optimal drilling conditions for its upstream customers. 

The company also has entered into an agreement with EagleClaw Midstream to operate its water assets in Reeves County, Texas. Those assets consist of 58 miles of gathering lines and 390,000 barrels per day of permitted water disposal capacity.

Angelo Acconcia and Erik Belz led the investment from Blackstone, whose Blackstone Energy Partners has invested and committed $16 billion in equity globally across the energy industry. Blackstone’s asset management businesses has $472 billion in assets under management.

Bracewell advises Three Rivers IV on $500M Riverstone commitment

Riverstone Holdings said it’s committed up to $500 million in Three Rivers Natural Resource Holdings IV along with management.

Bracewell advised Three Rivers with a team led by Houston partner Charles H. Still Jr., co-chair of the firm’s corporate and securities department. Assisting him were associate Jonathan Bates in Houston and tax partners in the firm’s New York office.

Latham & Watkins represented Riverstone out of Washington, D.C.

Based in Austin, Three Rivers IV is an oil and gas company focused on opportunities in the Permian Basin. 

It’s the fourth partnership between Riverstone and Three Rivers’ management team after the successful sales of almost all of the assets of Three Rivers Natural Resource Holdings, Three Rivers Natural Resource Holdings II and Three Rivers Natural Resource Holdings III.

The Three Rivers IV team will continue to be led by CEO Mike Wichterich, CFO Drew Pinzur, VP of land David Goodman and VP of business development Leanne Churchward.

Robert Tichio led the investment from Riverstone, which was founded in 2000 by David M. Leuschen and Pierre F. Lapeyre Jr. It has raised $39 billion in equity capital.

Vistra buys Crius Energy Trust for $436M 

Vistra Energy announced Feb. 7 that it agreed to buy Toronto-traded Crius Energy Trust for $436 million, which will make it the top residential electricity provider in the U.S.

The Irving-based buyer offered C$7.57 per trust unit, a 38 percent premium over Crius’ closing price Feb. 6.

Vistra intends to fund the purchase price with cash on hand plus assume Crius’ $108 million in net debt.

Once the deal closes, which is expected in the second quarter, Vistra said it will have operations in 19 states and the District of Columbia. It currently serves 2.9 million customers with more than 40 gigawatts of generation.

The deal has to clear two-thirds of Crius’ unitholders and regulators. Crius unitholders representing around 17 percent of its units have agreed to vote for the transaction.

Baker Botts advised Crius and Latham represented Vistra but no one in their Texas offices. Bennett Jones was Crius’ Canadian counsel.

Guggenheim Securities provided financial advice to Crius and RBC Capital Markets did so for Vistra.

Vistra’s general counsel is Stephanie Zapata Moore, who previously was general counsel of Luminant, a unit of Vistra and its predecessor Energy Future Holdings. Before joining Luminant in 2005, the graduate of the William & Mary School of Law was an associate at Gardere Wynne Sewell.

Vistra CEO Curt Morgan said Crius’s portfolio overlaps with Vistra’s generation fleet and complements its municipal aggregation and large commercial and industrial portfolio in the Midwest and Northeast.  

Morgan said the transaction is consistent with Vistra’s strategy to grow its retail business at attractive multiples while remaining committed to its capital allocation and deleveraging plans.
The transaction follows a competitive strategic review process led and unanimously recommended by Crius’ independent directors and its board.

Crius chairman Brian Burden said the transaction is the result of a review of strategic alternatives to maximize unitholder value and unlock the company’s intrinsic value while eliminating execution risk. 

CEO Michael Fallquist said that partnered with Vistra, Crius will be well-positioned to continue providing its customers and strategic partners with differentiated products and services.

Munck aids Tyler Tech on $185M MicroPact deal

Munck Wilson Mandala said Feb. 9 it assisted Plano software provider Tyler Technologies on its $185 million acquisition of MicroPact Inc.

The deal, which was announced Feb. 1, was the second largest acquisition in the company’s history, Tyler president and CEO Lynn Moore said in a statement.

The MWM team that worked on the deal included Randy Ray, Richard Dusenbury, Robin Wheatley and Audrey Mross.  

Sheppard Mullin Richter & Hampton attorneys in Washington, D.C., represented MicroPact, whose financial advisor was Spurrier Capital Partners.

Tyler’s chief legal officer is Abby Diaz, who joined the company in 2012 as a contracts specialist. She previously practiced at Kirkland & Ellis and was a law clerk for the U.S. Court of Appeals for the Third Circuit. She graduated from Cornell Law School. 

MicroPact is a case management and business process management software company in Herndon, Va., backed by private equity firm Arlington Capital Partners. The parties expect to close the deal March 15, funding it with cash on hand. “The acquisition of MicroPact will augment our product solutions, position us in new practice areas such as health and human services and present opportunities to expand our business across new and complementary markets,” Moore said.

MicroPact is led by CEO Kristoffer Collo, who founded the company – then known as MicroPact Engineering – in 1997. 

The company generates $70 million in annual sales from 350 public sector clients, including the U.S. Departments of Justice and the Treasury, NASA and the Social Security Administration as well as state agencies in California and Tennessee. It has 470 employees, who are expected to remain.

Tyler also announced last week it acquired MyCivic, a rapidly growing provider of citizen engagement applications, for an undisclosed sum. Tyler handled that deal in-house.

V&E, Baker Botts aid EnCap’s $151.3M asset sale to Kimbell Royalty

Vinson & Elkins said Feb. 7 it advised EnCap Investments LP on the sale of royalty assets to Fort Worth-based Kimbell Royalty Partners for $151.3 million in stock. Partner Bryan Loocke led the deal team with assistance from capital markets partners David Oelman and Thomas Zentner and corporate partner James Garrett. 

Other team members were senior associates Joclynn Townsend, Andrew Schulte, Ayman Haq and Ali Choate and associates Bassam Chain and Tukeni Obasi, Jing Tong and John Daywalt. Partners Todd Way and John Lynch, senior associate Julia Pashin and associates Megan James and Emily Fawcett helped on tax.

Baker Botts counseled Kimbell, including partners Jason Rocha and Joshua Davidson, senior associate Eileen Boyce and associates Jennifer Gasser and Steven Lackey.

Others were partner Erin Hopkins and associate Rachel Briley on global projects and partner Michael Bresson, special counsel Chuck Campbell and associate Katie McEvilly on tax.

RBC Richardson Barr was EnCap’s financial advisor on the transaction, including managing director Rusty Shepherd.

The purchase price is made up of 9.4 million newly issued units in Kimbell Royalty Operating. 

The parties expect the deal to close in late March and immediately add to distributable cash flow per unit. The sellers are subject to a 120-day lockup after the closing.

Kimbell is a leading owner of oil and natural gas mineral and royalty interests across 28 states.

The oil and natural gas mineral and royalty interests being sold are controlled by EnCap through Phillips Energy Partners, Phillips Energy Partners II and Phillips Energy Partners III.

The assets are in the Eagle Ford Shale, the Permian Basin, the Haynesville Shale and the Powder River Basin and produce 1,600 barrels of oil equivalent per day from 17 active rigs.

“With this acquisition, we have now completed over $700 million in acquisitions in less than six months and have positioned ourselves as one of the leading consolidators within the U.S. royalty and minerals space,”

Kimbell CEO Bob Ravnaas said in a statement, noting its $445 million Haymaker acquisition and its $107.5 million purchase of properties from affiliated sellers in November.

Ravnaas added the acquisition kicks off what he believes will be another year of consolidation within the oil and gas mineral and royalty space in the U.S. He said Kimbell has nearly quadrupled its production since its initial public offering in 2017 and has royalty interests in 95,000 wells across the U.S.

Marty Phillips led the deal from EnCap, which has raised more than $37 billion in commitments from 21 institutional investors. It’s invested $22 billion in 240 companies since 1988.

Kirkland, V&E advise on Salt Creek-Noble Midstream JV

Noble Midstream announced Feb. 8 that it closed its previously announced 50/50 joint venture with Salt Creek Midstream called Delaware Crossing. 
The JV will provide crude oil gathering and transportation services, including a 95-mile pipeline in the southern Delaware Basin originating in Pecos County, Texas, with additional connections in Reeves County and Winkler County, Texas.

Kirkland & Ellis advised Salt Creek on the JV with a team led by corporate partners Bill Benitez, Chad Smith and John Furlow and associates Brice Lipman, Adam Whitehouse, Colin Mize and Efren Lemus.

Others were debt finance partner Lucas Spivey and associate Mitch McClellan and tax partner Mark Dundon and associate Joe Tobias.

V&E counseled Noble Midstream on the venture. Partners Alan Beck and Brittany Sakowitz led the team with assistance from senior associates John Slaybaugh and Ali Choate and associates Megan Menniti, Jordan Fossee and Danny Wicoff. 

Also advising were partner Todd Way and senior associate Julia Pashin (tax); counsel Damien Lyster and associate RJ Colwell (energy regulatory); and counsel Scot Dixon (real estate).

Jones Day advises TI on Scottish facility sale to Diodes Semiconductors

Jones Day said Feb. 6 that it represented Texas Instruments Inc.’s U.K. unit on the sale of its semiconductor wafer fabrication facility in Greenock, Scotland, to Diodes Inc. unit Diodes Semiconductors GB Ltd. for an undisclosed sum.

The team was led by partners Scott Cohen and Robert Cardone in Dallas.

Cynthia Hoff Trochu is general counsel at Dallas-based TI. She joined the company in 1993 as legal counsel after working as a commercial litigator at Jones Day. She earned a juris doctor degree from Southern Methodist University Law School.

Diodes said it plans to integrate the Greenock facility and fab operations, including the transfer of all employees, to Diodes. Diodes also will continue to make TI’s analog products as part of a multi-year wafer supply agreement.

TI’s 318,782 square-foot facility has a potential capacity of up to 21,666 wafer starts or 256,000 8-inch equivalent layers per month depending on product mix. Diodes president and CEO Keh-Shew Lu said in a statement that the proposed acquisition aligns well with its strategic plan for significant revenue and profit dollar growth over the next several years.

TI began to talk in 2016 about shuttering the facility, but Scottish authorities jumped in and offered support for Diodes’ investment to help save jobs.

The parties expect to close in the deal at the end of this quarter.
Diodes products are sold into the consumer electronics, computing, communications, industrial and automotive markets.

Locke Lord advises NextEra on plant sale to Hull Street 

Hull Street Energy said Feb. 6 that it agreed to buy interests in the Bayswater and Jamaica Bay natural gas-fired electric generating stations from Juno Beach, Fla.-based NextEra Energy Resources for undisclosed terms.

The two facilities are in Far Rockaway, N.Y., and provide 110 megawatts of start power generation capacity to the region.

Locke Lord represented NextEra with a team led by partner Mark Miller in Houston. Troutman Sanders and Hogan Lovells counseled Hull Street Energy. The deal has to clear regulators.

Bethesda, Md.-based Hull Street was established to deploy capital into the North American power sector as the grid transitions to a more sustainable asset base. The firm said that the two facilities and their employees will be quality additions to its portfolio of critical power infrastructure. 

Hull Street was founded in 2014 by Sarah Wright, who previously assisted in the launch of Goldman Sachs Power and its development of Constellation Power Source, a joint venture with Constellation Energy Group. She also helped establish energy-focused private equity firm Energy Capital Partners.

The firm said the acquisition will help it support the state, local community and other stakeholders integrate new variable renewable energy resources and maintain regional reliability standards. New York has a goal to supply half of its electricity needs from clean renewable energy resources by 2030.

Including the deal, Hull Street affiliates will own 21 power generation stations providing 640 megawatts of renewable, gas-fired and dual-fueled generation capacity to the Northeast, Mid-Atlantic and western U.S.

Last year, it bought Eversource’s nine hydroelectric stations in New Hampshire, also for an undisclosed sum. It’s also bought plants from Carlyle and Maxim Power Corp.

Preiss, Crow buy UTSA student housing

The Preiss Co. and a private real estate fund advised by Crow Holdings Capital paid an undisclosed sum for the 694-bed Luxx, a student housing community that serves the University of Texas at San Antonio. 

The seller was Houston-based apartment developer the NRP Group.

It’s the second acquisition by Preiss and Crow in San Antonio, the first being the purchase of the Estate at San Antonio, a 104-unit student housing community located near UTSA.

Kevin Bryant is general counsel of Crow Holdings, which he joined in 1997. He chairs the due diligence committee and sits on the real estate investment committee.

The Oklahoma City University-trained lawyer began his legal career at Weil, Gotshal & Manges, where he focused primarily on commercial real estate, corporate finance and partnership law and worked with real estate and private equity funds. 

UPDATE/OTHER NEWS:

Dell is considering selling its publicly traded SecureWorks cybersecurity unit, according to a report last week on Reuters. Janet Bawcom, Dell’s corporate, securities and finance counsel, didn’t respond to a request for comment. Rich Rothberg is Dell’s general counsel.

***

Last month, V&E said it advised TPG-backed restaurant operator and franchisor Taco Bueno on its prepetition debt sale transaction and subsequent prepackaged chapter 11 cases. 

Those cases equitized $140 million in secured debt and transitioned ownership to an affiliate of Sun Holdings Inc., one of the largest franchise operators in the United States. V&E also assisted Taco Bueno in renegotiating its lease portfolio. 

The V&E restructuring team was led in part by Paul Heath in Dallas with assistance from associates Garrick Smith, Matt Pyeatt and Matt Struble in Dallas and Andrew Geppert in Houston.

Also advising were counsel Shaun Rogers, associate P.J. Tatum and partner Cris Dewar, all of Dallas; associates Caitlin Snelson  and Joe Higdon in Houston; and partner Matt Moran, counsel Jordan Leu, senior associate Jeremy Reichman and associates Holly Meyers and Tom Mitsch, all of Dallas.

Taco Bueno emerged from Chapter 11 less than two months after entering with a reorganization plan that U.S. Bankruptcy Judge Stacy Jernigan in the Northern Texas District said preserved jobs, a tenant for numerous landlords and a customer for several vendors as well as right-sizing the company. 

“[T]his case could have drug on much, much longer, and at the end of the day, I don’t think there would be more value for creditors because it would be very costly,” the court said.

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