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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: 14 Deals, 13 Firms, 115 Lawyers, $7.9B

December 20, 2022 Claire Poole

Despite a slowing global economy, M&A dealmakers are an optimistic bunch, with 62 percent of respondents to a recent Mergermarket survey expecting overall levels of M&A activity to increase over the next year.

All respondents – Mergermarket polled dealmakers from 225 corporate and 75 private equity firms – are expecting to undertake deal activity over the next 12 months, and 42 percent anticipate doing four or more deals.

The mid-market is expected to dominate, according to the survey report. More than three-quarters of respondents (78 percent) anticipate undertaking a mid-market transaction (worth less than $2 billion) in the next 12 months.

While corporate dealmakers are increasingly preoccupied with the economy, increasing inflation and geopolitical risks, private equity investors are still sitting on unprecedented amounts of dry powder. As a result, private equity dealmakers are notably more optimistic about their deal activity, with 64 percent expecting to undertake four or more deals over the next 12 months, compared with 34 percent of corporates.

The ups and downs of the energy commodities market over the past few years have created unfavorable conditions for M&A in the energy, mining and utilities sector, per the report. As a result, nearly one in five (19 percent) of those surveyed said they expect the industry to see the lowest growth in the next year.

On top of the slowing economy, previously soaring energy prices now appear to have peaked and the ongoing conflict in Ukraine is driving uncertainty about the short- to-medium term outlook for large parts of the sector, the report said.

Technology, media and telecom once again are expected to be especially dominant, with over a third of respondents (38 percent) picking the sector as showing the highest growth in deal activity in the next 12 months. The business and financial services industries are also set to see a healthy level of dealmaking over the next 12 months, with 23 percent of respondents expecting to see the highest growth.

Like energy, however, pharmaceuticals, medical and biotech – previously considered as a potentially hot area for M&A activity – is now forecast to deliver paltry growth as well as the real estate and construction sector.

The week ending Dec. 17 saw 14 deals reported for a value of $7.9 billion. Compare that to last week’s 14 deals for $10 billion, and 26 deals for $7.3 billion this time 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
February 4, 202217$8,0661512513$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

Advent acquires Maxar Technologies for $6.4B

Deal Description: Publicly traded Maxar Technologies, a provider of space solutions and geospatial intelligence, announced Dec. 16 that it agreed to be acquired by Boston private equity firm Advent International for $6.4 billion. Under the terms of the agreement, Advent agreed to acquire all outstanding shares of Maxar common stock for $53 per share in cash, a 129 percent premium over Maxar’s closing stock price of $23.10 on Dec. 15 and a 34 percent premium over Maxar’s 52-week high. The deal includes a 60-day “go-shop” period expiring on Feb. 15 in which Maxar will actively initiate, solicit and consider alternative acquisition proposals from third parties. Advent arranged debt and equity financing commitments, including $3.1 billion from Advent and $1 billion from British Columbia Investment Management Corp. As a private company, Westminster, Colo.-based Maxar said it will be able to accelerate investments in next-generation satellite technologies and data insights vital to its government and commercial customers and pursue M&A to enhance its solutions. With $28 billion invested across the defense, security and cybersecurity sectors over the last three years, Advent’s portfolio companies support many satellite and defense platforms that serve the U.S. government and its allies and global companies.

Expected Closing: mid-2023 if it clears Maxar stockholders and regulators

Maxar’s Financial Advisor: J.P. Morgan Securities

Maxar’s Outside Counsel: Wachtell, Lipton, Rosen & Katz and Milbank (space industry and regulatory)

Advent’s Financial Advisors: Goldman Sachs & Co. and Morgan Stanley & Co.

Advent’s Outside Counsel: Weil, Gotshal & Manges led by Dallas partner James R. Griffin and including counsel Claudia Lai; and Covington & Burling (regulatory)

BCI’s Outside Counsel: Skadden, Arps, Slate, Meagher & Flom and Freshfields Bruckhaus Deringer (regulatory)

NET Power in $535M merger with SPAC Rice Acquisition II

Deal Description: Rice Acquisition Corp. II, a special purpose acquisition company focused on supply-side decarbonization solutions, and NET Power announced Dec. 14 they agreed to merge to accelerate deployment of NET Power’s technology that delivers clean, reliable and low-cost power from natural gas. The company will be named NET Power Inc. and will be listed on the NYSE under the ticker symbol “NPWR.” The combination has an enterprise value of $1.459 billion. The transaction is expected to provide NET Power with $535 million of cash net of transaction fees consisting of $347 million of cash in trust, of which $10 million is subject to a non-redemption agreement, and $225 million of PIPE commitments. Total committed investment of $235 million is made up of $100 million from the Rice family and affiliates through a $90 million PIPE commitment and $10 million non-redemption agreement and PIPE commitments of $100 million from Occidental, $5 million from 8 Rivers, $5 million from Constellation and $25 million from other investors. Upon closing, Ron DeGregorio, current CEO of NET Power, will be succeeded by Danny Rice, director of RAC II and former CEO of Rice Energy Inc.

Expected Closing: Q2 2023

Rice Acquisition II’s Financial Advisors: Guggenheim Securities and Barclays Capital Inc.

Rice Acquisition II’s Outside Counsel: Kirkland & Ellis led by corporate partners Cyril Jones, David Feirstein and Jennifer Gasser, capital markets partners Lanchi Huynh, Matt Pacey and Noah Allen, technology and IP transactions partners Daniel Lewis and Rory Wellever, IP partner Ellisen Turner and executive compensation partners Stephen Jacobson and Jabir Yusoff

NET Power’s Financial/Capital Markets Advisor: Credit Suisse Securities

NET Power’s Outside Counsel: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo

Rice Acquisition II’s Capital Markets Advisors: Barclays Capital Inc. and Citigroup Global Markets Inc.

Placement Agents on PIPE: Barclays Capital Inc. and Citigroup Global Markets Inc. (leads) and Credit Suisse Securities (co-lead)

Capital Markets Advisors/Placement Agents’ Outside Counsel: Vinson & Elkins led by partners Ramey Layne and Brenda Lenahan with assistance from partners Steve Gill and Robert Kimball and associates Johnathan Nixon, Jake Lubenow, Kelli Westmoreland and Taylor Kim. Others included counsel Rajesh Patel and associate Alexa Chally (technology transactions/IP); partner David D’Alessandro, counsel Regina Ibarra and associate Brian DeShannon (executive compensation/benefits); partner Maggie Peloso and associates Kelly Rondinelli and Hannah Flesch (environmental); partner Sean Becker and associate Peter Goetschel (employment/labor); associate John Larbalestier (energy transactions/projects); partner Mike Tomsu and associate Steve Weinberger (energy regulatory); and partners Rebecca Fike and Fry Wernick, counsel Elizabeth McIntyre and senior associate Brian Howard (litigation).

Occidental’s Outside Counsel: White & Case led by capital markets partner A.J. Ericksen and M&A partner Emery Choi, both in Houston. The team also included capital markets associate Rachel Collier and project development and finance associate Clint Farha in Houston.

Notes: White & Case said since 2020 its SPAC team has led more than 50 SPAC business combinations valued at over $90 billion.

Lifezone Metals in $318M merger with SPAC GoGreen Investments

Deal Description: Lifezone Metals, a developer of clean battery metals, announced Dec. 13 that it entered into a definitive agreement for a business combination with GoGreen Investments, a publicly listed special purpose acquisition company. The transaction values the combined company at a pro forma implied equity value of about $1 billion with total net proceeds of $318 million. The transaction will create the first nickel resource and green technology company listed on the New York Stock Exchange. Upon completion of the proposed transaction, the combined company will operate under the “Lifezone Metals” name and be listed on the NYSE under the ticker symbol “LZM.” Including the net proceeds from the transaction and existing cash on Lifezone’s balance sheet, Lifezone would have $357 million in cash at transaction close, which is expected to help fund its future growth and transition into its commercialization phase in 2026. New strategic and institutional investors committed $70 million in a common equity PIPE at $10 per share. BTIG and Sprott Capital Partners were placement agents for the PIPE financing.

GoGreen’s Outside Counsel: Latham & Watkins led by Houston partners Ryan Maierson and Nick Dhesi, with associates Dan Harrist, John Daywalt, Jordan Mack, Wole Oluborode and Zek Zhang. Advice was also provided on tax matters by Houston partner Jared Grimley, with Houston associate Mike Rowe, and on benefits and compensation matters by Houston counsel Krisa Benskin, with Houston associate Dane Rebkowec.

Other Advisors: Sprott Capital Partners was financial and capital markets advisor to GoGreen; Skadden, Arps, Slate, Meagher & Flom (UK) was legal counsel to the placement agents; RBC Capital Markets was financial adviser and Travers Smith was UK legal counsel and Cravath, Swaine & Moore was U.S. legal counsel to Lifezone Metals; and Mayer Brown was legal counsel to RBC Capital Markets.

EDF Renewables sells stake in PowerFlex to Manulife for $100M

Deal Description: PowerFlex, an EDF Renewables North America affiliate and a national provider of intelligent solar, storage and electric vehicle charging solutions for commercial and industrial customers, announced Dec. 13 a $100 million investment from Manulife Investment Management on behalf of investors. Manulife IM will also acquire a portfolio of operational distributed solar generation and storage projects developed by PowerFlex. EDFR will keep a controlling stake in PowerFlex following closing. PowerFlex is one of the largest developers and installers of commercial solar in the U.S., with more than 400 megawatts in service. The company has deployed and operates around 10,000 chargers and its clients include the Los Angeles International Airport, PepsiCo and Bloomberg. It is a solar developer for Prologis, an industrial real estate company, including rooftop and carport solar systems at 70 sites.

EDFR’s Outside Counsel: Latham led by Washington, D.C./Houston M&A partner Ethan Schultz along with New York partner David Owen and associates Daley King, Matt de Bernardo and Jordan Wampler. Advice was also provided on tax matters by Houston partner Jim Cole with associate Andrea Herman.

RCI buys five adult nightclubs in Texas for $66.5M

Deal Description: Publicly traded RCI Hospitality Holdings Inc. announced Dec. 13 the signing of definitive agreements to acquire two Baby Dolls and three Chicas Locas adult nightclubs and their associated real estate in Dallas-Fort Worth and Houston for $66.5 million. The price includes $25 million in cash; 10-year, 7 percent seller financing notes totaling $25.5 million; and 200,000 restricted shares of common stock based on a per share price of $80. The acquisition would be Houston-based RCI’s second largest since its founding and one of the largest in the history of the adult nightclub industry. The buyer expects that the EBITDA contribution would be $11 million in the first year. Four locations are open, a fifth will reopen shortly after a full remodel, and RCI anticipates expanding operations of two of the locations. Once the remodeling and expansions are complete, EBITDA is expected to grow to $14 million to $16 million annually.

Expected Closing: January

RCI’s Outside Counsel: Robert Axelrod at Axelrod & Smith in Houston

Sellers’ Outside Counsel: Charles Quaid at Quaid Farish in Dallas

Riata Capital invests in Salon Republic

Deal Description: Riata Capital Group, a Dallas-based private equity investment firm, announced Dec. 12 that it made a strategic investment in Salon Republic in partnership with founder and CEO Eric Taylor and the company’s management team. Terms were not disclosed, although the firm targets equity investments of $25 million to $150 million in companies with $5 million to $30 million in EBITDA. Salon Republic is an operator of company-owned salon suites that provides individual salon studio venues and value-added services to beauty care professionals in upscale environments. Riata’s investment will support Salon Republic’s geographic expansion and strategic growth plans. Based in Woodland Hills, Calif., Salon Republic operates 24 salon suite locations and supports 2,500 professions across seven major markets in four western states. The Riata principals have deployed $2 billion of capital into more than 200 acquisitions totaling in excess of $6.8 billion in transaction value.

Riata’s Outside Counsel: Vinson & Elkins with an all-Texas team led by partner Peter Marshall and counsel Abby Branigan with assistance from associates Ted Belden, Luke Strieber and Leah Powers. Also assisting were partner Chris Dawe and associates Frank George, Bryce Imhoff and Payton Hampton; partner Sarah Mitchell and senior associate Alexander Baker; partner Jim Meyer, senior associate Brian Russell and associate Tyler Underwood; and senior associate Ken Adler.

Aligned Data Centers acquires ODATA

Deal Description: Aligned Data Centers announced Dec. 13 it agreed to acquire ODATA – a data center service provider offering IT infrastructure in Latin America – from Patria Investments and other selling stakeholders. Terms weren’t disclosed. In connection with the acquisition, Aligned, which is majority owned by fMacquarie Asset Management, agreed to receive a structured minority investment in ODATA from SDC Capital Partners, an operationally focused digital infrastructure investment firm with experience developing, owning and operating hyperscale data centers globally, including in Latin America. The transaction marks Aligned’s expansion into Latin America and will position it as one of the largest private data center operators in the Americas with a footprint spanning 2 gigawatts across 30 sites at full buildout. ODATA has operational facilities located across Brazil, Colombia, Mexico and Chile as well as additional data centers under development across the region. The transaction is being funded by Aligned alongside a preferred equity investment from funds managed by SDC and SMBC, MUFG, Deutsche Bank and Nomura were lead arrangers for the newly committed debt financing for the transaction.

Expected Closing: Early 2023

Aligned’s Financial Advisors: Guggenheim Securities and J.P. Morgan Securities

Aligned’s Outside Counsel: Vinson & Elkins led by partners Gabriel Silva and Eamon Nolan in New York as well as senior associate Gabriela Astolphi but including partner Robert Hughes, senior associate Caitlin Turner and partner Jason McIntosh 

SDC Capital Partners’ Outside Counsel: Skadden, Arps, Slate, Meagher & Flom led by M&A partner Thomas Greenberg in New York

Lead Arrangers’ Outside Counsel: Paul Hastings

Patria Investments/ODATA’s Financial Advisors: Evercore and DH Capital, a division of Citizens

Patria Investments/ODATA’s Outside Counsel: Proskauer Rose and Pinheiro Neto Advogados

3E acquires Toxnot

Deal Description: Carlsbad, Calif.-based 3E announced Dec. 12 the acquisition of Toxnot, a software-as-a-service platform that enables product compliance and sustainability within supply chains. Terms weren’t disclosed. The buyer said Fort Colins, Colorado-based Toxnot has gained traction across multiple sectors, such as the manufacturing and technology industries, and the acquisition supports 3E’s continued investment in its supply chain compliance offerings, helping companies to better solve their increasingly complex supply chain challenges. 3E is a provider of intelligent compliance solutions for chemical and workplace safety, product stewardship and sustainable supply chains.

3E’s Outside Counsel: Shearman & Sterling led by Alain Dermarkar and including Tim Doyle, Emily Kelly, Kyle Park and Dillon Tan

Toxnot’s Outside Counsel: Moulton Law Group

Stonepeak buys interest in KAPS

Deal Description: Stonepeak Partners, an alternative investment firm specializing in infrastructure and real assets, announced Dec. 12 that it entered into an agreement to acquire a 50 percent interest in KAPS, a Canadian natural gas liquids pipeline system connecting Northwest Alberta to energy hubs in Edmonton and Fort Saskatchewan. Terms weren’t disclosed. Keyera Corp. will continue to own the remaining 50 percent of KAPS and operate the asset. KAPS is a 560-kilometer dual pipeline system linking Montney and Duvernay production in Western Canada to Keyera’s fractionation and logistics assets in Fort Saskatchewan. The system is anchored by secure, long-term, take-or-pay revenues with a broad customer base that includes commitments from investment grade counterparties. It also has the ability to expand. KAPS’ infrastructure is well-positioned to support decarbonization and global energy security goals by supporting the ongoing global displacement of coal by natural gas. Stonepeak believes this will be particularly impactful as the liquified natural gas corridor from Western Canada to Asia continues to expand in the near-term.

Expected Closing: Q1 2023

Stonepeak’s Financial Advisors: Goldman Sachs & Co., MUFG Bank Ltd. and Mizuho Securities USA

Stonepeak’s Outside Counsel: Sidley Austin led by partner Tim Chandler and including managing associate Cedric E. Seley III and associates Sean Valentine and Veronica Courtney; and Stikeman Elliott

NexPoint Storage acquires SAFStor 

Deal Description: NexPoint Storage Partners Inc. announced Dec. 12 that it became the sole owner of 29 new, well-located and high-quality self-storage properties developed by SAFStor. The acquisition brings NexPoint Storage to a total asset value of about $1.7 billion with 71 wholly owned and operating properties and one additional property expected to open in February 2023. The newly acquired properties are in high-density, high-growth submarkets in major U.S. markets and benefit from demographics similar to those in the NexPoint Storage portfolio, including strong household incomes, a high percentage of renters and barriers to new development. The markets of the newly acquired properties include Baltimore, Cleveland, Detroit, Houston, Miami/Ft. Lauderdale, Nashville, New Orleans, Philadelphia, and Washington D.C.

NexPoint’s Outside Counsel: Winston & Strawn led by partner Charlie Haag and including, from Texas, partner Andrew Betaque and associates Ben Chrisman, Danielle Marr, Jon Pevey, Brooke Reichardt, Emily Semon, Franklin Shen and Jennifer Ybarra.

Lamar Street acquires Fidelity Bancshares

Deal Description: Lamar Street Investment Partners and Fidelity Bancshares Inc., Waco, Texas, jointly announced Dec. 16 Lamar Street’s anticipated acquisition of Fidelity and its wholly-owned subsidiary, Fidelity Bank of Texas. Terms weren’t disclosed. The acquisition must clear shareholders and regulators. The bank has been locally owned since the late 1970s when the Strasburger family purchased Robinson State Bank, which was run as a single location state chartered bank. In the early 1980s, the Strasburger family opened a second bank, Waco State Bank, on the west side of Waco. Both banks operated under the Fidelity Bancshares holding company until they merged to form Fidelity Bank of Texas in the early 1990s. Lamar Street was formed to serve communities and customers in the Texas community banking industry and its strategy is to continue to grow and expand within the Waco communities and other North Texas and Central Texas markets. 

Fidelity Bancshares’ Advisors: Commerce Street Capital and Beard Kultgen Brophy Bostwick & Dickson

Lamar Street’s Outside Counsel: Alston & Bird led by Sandy Brown and Patrick Hanchey in Dallas and including JP Mahoney (Dallas) and Lizzie Dunn (Atlanta)

Nick the Greek sells controlling interest to franchisee YTG Enterprises

Deal Description: Nick the Greek, an emerging fast casual restaurant franchisor, announced Dec. 12 it sold a controlling interest to strategic investor and mega franchisee Anil Yadav’s YTG Enterprises. Terms weren’t disclosed. Nick the Greek will continue to be run by its founding management team, who keep a substantial minority stake in the business. Nick the Greek has 48 units in operation in California, Nevada, Kansas, Utah and Texas and 70 units in development. Yadav is the owner-operator of 600 restaurants nationwide across both company-owned and franchised brands, including Taco Cabana, Jack in the Box, Denny’s and TGI Fridays.

Outside Counsel for NTG, franchisor of Nick the Greek: Winston & Strawn led by Dallas partner Matt Stockstill and including, also from Dallas, partner Andrew Betaque, associates Ben Chrisman and Danielle Marr and practice counsel Yang Wang

Sunlight buys Triathlon

Deal Description: Hunton Andrews Kurth said Dec. 8 it served as U.S. counsel for Sunlight Group Energy Storage Systems in connection with its agreement to acquire a 51 percent stake in Germany’s Triathlon Holding, which specializes in high-performance battery systems. Terms weren’t disclosed. Sunlight is a global technology company based in Athens, Greece, specializing in integrated and innovative industrial and off-road energy storage solutions. The acquisition is expected to expand its production capacity, geographical reach and its portfolio of products and services. Both companies are expected to continue their autonomous commercial operations but will leverage synergies for the global market in existing and new areas.

From HAK: Partner Jordan Hirsch leads with assistance from associates Hannah Bradley and Kathleen Dill.

OTHER TRANSACTIONS

Baker Botts represents BOK Financial in $500M Fundare Credit Agreement

Deal Description: Fundare Resources Co. announced that it entered into a credit agreement among Fundare Redtail and a syndicate of lenders led by BOK Financial as administrative agent, sole bookrunner and a joint lead arranger. KeyBanc Capital Markets served as a joint lead arranger and UMB Bank as syndication agent. The credit agreement provides for a reserve-based revolving facility of $500 million subject to a borrowing base that will be redetermined semi-annually. The credit facility will be used to refinance existing indebtedness, to fund future development of the borrower’s oil and gas properties and for other corporate development opportunities and general corporate purposes.

BOK’s Outside Counsel: Baker Botts including Dallas partner Shad Sumrow, Houston senior associate Alex Kamel and Dallas associate Spencer Crawford

Claire Poole

Claire Poole is a senior writer at The Texas Lawbook, where she covers corporate transactions.

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