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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
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CDT Roundup: 14 Deals, 6 Firms, 92 Lawyers, $2.5B

September 6, 2023 Claire Poole

Clay Brett has been busy since he arrived at Baker Botts’ Houston office this past May.

The onetime partner and general counsel at private investment firm Millennial Energy Partners (and Willkie and Bracewell alum) counseled Broad Reach’s management team on its sale to French utility Engie for well over $1 billion (see below). And last week, he advised Peak 10 Energy and Legacy Star Capital Partners on Peak 10’s initial capitalization by Legacy and debt financing from Prudential Private Capital, Prudential Energy Capital Partners and Production Lending that are estimated to exceed $500 million in balance sheet resources (see below). 

The Corporate Deal Tracker caught up with Brett to ask him how he became involved in both transactions and what he’s seeing on the deal/private equity horizon. Edited excerpts from our email exchange are below.

Q: How did you come to advise on the Peak 10 deal?

A: It’s an amazing story actually. In my prior position, I led the investment team at Millennial, where we sponsored an energy credit strategy. Legacy Star contacted us in connection with the acquisition financing opportunity for their Eastern Shelf acquisition. Through Millennial’s evaluation of the opportunity, I built a relationship with Legacy Star and Peak 10 principals over 10 months. When it became clear that Peak 10 would select an alternative capital provider and that I would accept the new role at Baker Botts, it provided a unique opportunity to immediately transition to representing the Legacy Star and Peak 10 organizations on transactions with which I had a very deep business and financial-based level of familiarity. I was onboarding their ongoing financing, acquisition and fund work, applying perspectives developed as an investor at Millennial, before I had a Baker Botts parking pass.

Q: What role did you play and what role did Holland & Knight play?

A: We immediately took leadership of the acquisition financing for the Eastern Shelf transaction and joined as co-counsel to Holland & Knight on Legacy Star’s fund matters and the underlying Eastern Shelf acquisition. We have since taken leadership of Legacy Star’s fund matters, Peak 10’s portfolio company acquisitions, Peak 10’s management team incentives and closed a second financing transaction involving the Peak 10 portfolio.

Q: You also counseled management on the Broad Reach sale. How did you come to advise on that?

A: Broad Reach’s Chief Commercial Officer [Narsimha Misra] and General Counsel [Sally Shaw] have deep relationships with senior Baker Botts attorneys that led to the representation. I took leadership of the Houston private equity practice at the time that the Broad Reach sale transaction gained momentum and it naturally led to me taking charge of the engagement. Over the course of my career, I have not only represented sponsors and management teams as outside counsel, but have been a member of a management team negotiating incentives for ourselves and a sponsor negotiating incentives opposite a management team.

Q: What does the transaction say about dealmaking right now?

A: Dealmaking in the battery storage space is vibrant and presents novel issues to seasoned energy sponsors. Unlike most of the traditional hydrocarbon space, long-term management team retention can play a critical role in the enterprise value of some energy transition firms, and the involvement of the Broad Reach team was critical to the success of the post-transaction company. These issues are pervasive in energy transition dealmaking and require experienced advisors to handle carefully while ultimately supporting the overall transaction.

Q: How did you come to join Baker Botts? What is your mandate at the firm, if any?

A: I had spent four years on the investment team at Millennial and felt I had developed a deep level of expertise and relationships in the energy and the private funds spaces. With background as an energy private equity lawyer, I felt I could maximize my professional assets in a  leadership role at a leading law firm. Baker Botts has a storied history as the leading advisor to the global energy industry and presented an exciting opportunity to build their private equity presence in Houston. The firm has been incredibly supportive in offering its very deep energy bench as support for this practice, building on a very firm foundation of corporate, finance and energy projects work for private equity clients across its global footprint.

Q: What else are you seeing on the deal front as well as private equity?

A: In traditional energy, non-operated oil and gas assets are a very hot asset class that are now widely financeable and an overweight target to new fund flows into the sector. These trends manifest themselves as new entries into the energy private credit and non-op-focused energy private equity spaces, and we have been busy with financings, new fund mandates and A&D [acquisition and divestiture]. Within energy private credit, capital providers are bifurcated into long- and short-duration strategies that present borrowers a wider variety of financing options than the market has seen in the past five years. In energy transition assets, valuations of high-growth or high-potential assets drive dealmaking that resembles the heyday of traditional energy, where M&A valuations allocate significant value to undeveloped assets. This leads to a very strong dealmaking and fundraising environment for those energy transition assets that can perform in the current interest rate and macro contexts.

The week before Labor Day ending Sept. 2, proved a weak one, with only six firms reporting on 14 deals publicly valued at $2.5 billion — and that includes a single capital markets transaction valued at $1.2 billion. There was a lot of dead space in that reporting.

Eight of the 13 deals reported in the M&A/Funding space were fund raises. In six of those neither the law firms nor the lawyers were disclosed. Only six different firms identified their involvement in deals and only 92 mostly Texas lawyers. Last week 13 firms reported 13 transactions valued at $12.2 billion.

Before fretting about the numbers, let’s note that the week before Labor Day last year yielded only nine deals valued at $2.3 billion from nine firms and only 62 lawyers.

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 Count
CapM Value $M
December 2, 202313$6,72095712$6,6301$90
November 25, 20239$4,83591316$1,7853$3,050
November 18, 202322$6,568.71718414$4,709.28$1,859.5
November 11, 202315$9,8251317912$6,5813$3,244
November 4, 202315$20,582.51419312$19,417.53$1,165
October 28, 202318$68,419.11815215$66,6463$1,773.1
October 21, 202316$6,755.91616515$6,755.91$3
October 14, 202310$67,851.2131257$61,998.53$5,852.7
October 7, 202317$6,595.51322816$5,995.51$600
September 30, 202317$1,896.451318914$806.453$1,090
September 23, 202323$6,432.71723016$1,402.87$5,029.9
September 16, 202325$23,226.72335316$17,2399$5,987.7
September 9, 202312$6,36981027$4,3115$2,058
September 2, 202314$2,52269213$1,3221$1,200
August 26, 202317 $12,160.25 1320215$ 6,573.252$ 5,587.00
August 19, 202319$11,5051321315$11,2554$250
August 12, 202319$9,698.8131847$3,27012$6,428.8
August 5, 202313$5,2011211812$5,0511$150
July 29, 202315$21,031.61319611$18,292.04$2,739.6
July 22, 202318$3,9921213013$2,8085$1,184
July 15, 202313$8,254.95138113$8,254.9500
July 8, 202316$5,441.451217211$2,4435$2,998.45
July 1, 202316$6,8721010512$5,4744$1,398
June 24, 202313$10,9141620110$7,8743$3,040
June 17, 202317$5,880.71515115$4,705.72$1,175
June 10, 202319$8,516.11311116$6,252.43$2,263.7
June 3 202312$6,104.42121388$4,256.924$1,847.5
May 27, 202317$12,200106711$6,1656$6,035
May 20, 202311$22,458.181034$19,4557$3,003
May 13, 202312$7,034101018$5,4604$1,574
May 6, 202320$3,297.61819617$2,985.63$312
April 29, 202323$3,691.21813517$1,969.76$1,721.5
April 22, 202316$5,5701410414$4,7502$1,000
April 15, 202312$23,818.195910$21,618.12$2,200
April 8, 202316$7,94991739$5,4727$3,477
April 1, 202321$18,676.71217511$10,926.710$7,750
March 25, 202315$8,779.5101415$2,36210$6,416.5
March 18, 20237$14,048.86695$13,3452$703.8
March 11, 202321$11,5761616516$8,1315$3,445
March 4, 202320$9,6681122816$8,2094$1,459
February 25, 202313$5,3351313012$4,2351$1,200
February 18, 202314$5,743.7131588$898.76$4,845
February 11, 202316$12,0881213712$9,9654$2,123
February 4, 202317$8,0661514013$5,6144$2,452
January 28, 20237$2,1807755$1,692.752$488
January 21, 202317$5,7681617412$1,9185$3,850
January 14, 202311$2, 800101028$4213$2,400
January 7, 202318$8,2961116714$6,4613$1,835
December 31, 202214$2,732119912$2,0922$640
December 1714$7,9191311512$7,4191$500
December 10, 202214$10,093128811$7,0933$3,000
December 3, 202226$12,800.91117220$4,1416$8,659.9
November 26, 20228$2,266.7853$765$2,190.7
November 19, 202221$2,8861521219$2,5502$336
November 12, 202213$15,093.79819$14,2004$893.7
November 5, 20222519,337.21650922$8,267.23$11,070
October 29, 202215$7,805.3911614$7,180.31$625
October 22, 202220$8,193.51325313$5,4427$2,751.5
October 15, 20229$3,046.191397$2,588.32$457.8
October 8, 202219$2,011.81211416$833.83$1,178
October 1, 202223$5,532.91615618$4,952.35$580.6
September 24, 202218$5,1941421615$4,0503$1,144
September 17, 202221$8,352.31232015$4,759.66$3,592.7
September 10, 202215$19,853.51012613$19,403.62$450
September 3, 20229$2,3129629$2,31200
August 27, 202216$30,891.71013515$30,666.41227.7
August 20, 202212$1,977815299253$1,052
August 13, 202218$8,004.71124211$2,844.77$5,160
August 6, 202224$7,948.91224017$3,5777$4,371.9
July 30, 20228$6,9419787$6,8391$102
July 23, 202211$801119210$80110
July 16, 202214$3,6501012214$3,65000
July 9, 202210$3,557.77689$3,557.710
July 2, 202218$8,609.41315215$2,754.43$5,855
June 25, 202215$6,142131469$2,0176$4,125
June 18, 202217$11,890.11422815$11,4102479.7
June 11, 202217$7,6001212310$2,3007$5,300
June 4, 202212$2,937101279$6923$2,245
May 28, 20229$3,197.611869$3,197.600
May 21, 202214$7,284.51218511$6,6093$675.5
May 14, 202211$306.698010$306.61$225
May 7, 202216$10,451.751210812$1,8274$8,624.75
April 30, 202216$2,296.51615712$895.54$1,401
April 23, 202210$2,24111588$16412$600
April 16, 202211$6,64371568$2,3593$4,284
April 9, 202217$4,4291418411$1,6906$2,739
April 2, 202213$1,75588410$1,1453$610
March 26, 202211$3,2058656$2005$3,005
March 19, 202213$2,239.17910613$2,239.1700
March 12, 202218$12,0161123915$11,9652$51.35
March 5, 202217$6,7861313713$5,1614$1,625
February 26, 202212$5,09581499$4,437.53$658
February 19, 202217$22,2291717414$21,3543$875
February 12, 202212$2,344.710738$641.74$1,703
February 5, 202211$2,50389911$2,50300
January 29, 202211$3,8721210112$3,87200
January 22, 202213$5,143.5109912$4,842.51$301
January 15, 202212$7,60591559$6,4803$1,025
January 8, 202213$8,256.21110213$8,256.200
January 1, 20229$1,273.86509$1,273.800
December 25, 202121$4,734.751117616$3,4105$1,324.75
December 18, 202126$7,325.21519318$3,640.28$3,685.2
December 11, 202116$5,0171010913$1,4173$3,600
December 4, 202114$2,3108868$2,3106$1,882.05
November 27, 20219$3.460.1101016$1,7583$1,702.6
November 20, 202120$22,7921515712$18,864.58$3,928
November 13, 202121$26,7291217813$11,8228$14,907
November 6, 202112$8,3031315710$6,6823$1,621
October 30, 202121$10,3681521815$9,24.46$1,103.
October 23, 202121$18.783.11522211$12,31410$6,468.6
October 16, 202115$3,8681111815$2,2932$1,575
October 9, 202120$8,6101617516$7,7954$815
October 2, 202114$6,2501113710$5,2004$1,050
September 25, 202111$11,4609937$10,2004$1,250
September 18, 202111$16,6038998$15,0843$1,519
September 11, 202117$10,6531110313$8,5034$2,150
September 4, 202113$7,222108911$6,7152$507
August 28, 202112$76396311$6631$100
August 21, 202112$29,65977911$29,5791$80
August 14, 202122$17,8451119912$12,80510$5,04
August 7, 202117$13,6701213915$11,7662$1,904
July 31, 202121$8,1601113410$3,57410$4,586
July 24,202121$6,3671113915$3,7126$2,655
July 17, 202114$4,0091112412$2,0152$1,994
July 10, 202116$3,9971314311$1,5974$2,4
July 3, 202124$7,492139416$3,7698$3,722
June 26, 202110$4,9957858$3,8472$1,148
June 19, 202128$16,83082289$1,86119$14,968
June 12, 202126$27,2381520919$25,6027$1,636
June 5, 202115$15,5391310013$14,7092$600
May 29, 202135$20,2791114528$18,647$1,639
May 22, 202124$53,2081417417$51,0477$2,161
May 15, 202118$10,6201322011$5,8707$4,809
May 8, 202117$10,4001115615$8,3862$2,500
May 1, 202121$7,2001611512$3,8089$3,392
April 24, 20218$20,2009318$20,20000
April 17, 202114$6,270810211$4,01803$2,260
April 10, 202115$8,9401312914$7,9901$950
April 3, 202118$19,5131015112$16,9236$2,590
March 27, 202127$13,9421524414$4,30013$9,633.5
March 20, 202111$2,04641023$2708$1,776
March 13, 202115$3,27091096$5389$2,732
March 6, 202124$13,6171019613$10,39511$3,222
February 27, 202119$8,1051213915$4,9704$3,135
February 20, 20219$8,82091538$8,5201$300
February 13, 202112$4,852.678172,7665$2,086.6
February 6, 202118$9,7521315314$5,2224$4,530
January 30, 202118$9,449918215$8753.83$695.3
January 23, 202114$8,15081186$4,0008$4,150
January 16, 202117$6,7831313811$2,4006$4,382.9
January 9, 202122$6,8291413518$3,139.34$3,690
January 2, 20217$1,4667607$1,46600
December 26, 202018$15,9001216316$5,3001$600
December 19, 202018$9,7691411014$8,4264$1,343
December 12, 202010$7,20091009$3,3251$3,830
December 5, 202015$4,26191229$2,7806$1,481
November 28, 202019$7,7581011013$4,0036$3,755
November 14, 202014$864.11415712$289.12$575
November 7, 202013$6,33291299$2,483.54$3,849
October 31, 202010$3,995.881036$3,231.14$754.7
October 24, 20206$18,1006585$17,7091$350
October 17, 20208$351.95558$351.900
October 10, 20207$5,2293504$7353$4,494
October 3, 202014$21,42891739$17,5355$3,893
September 26, 202010$12,7708935$10,3005$2,470
September 19, 202014$8,36591016$1,0208$7,345
September 12, 20206$4,4068593$1,2703$3,136
September 5, 202011$5,19181179$4,0612$1,130
August 29, 202011$2,5319945$1,1306$1,401
August 22, 202018$6,574121407$1,93011$4,644
August 15, 202013$4,99110977$1,2166$3,775
August 8, 202012$32,092111129$30,4573$1,635
August 1, 20207$5,2878765$3,6872$1,600
July 25, 20209$18,7516677$18,4032$348
July 18, 20206$1,982.55504$1,407.52$575
July 11, 202011$565.1127510$65.11$500
July 4, 202010$8,8898989$8,7881$100.3
June 27, 20208$6,87410505$4,972.53$2,081.5
June 20, 202012$4,44491157$2,8295$1,615
June 13, 20206$3,5824372$3504$3,232
June 6, 202011$3,213.78657$4704$2,743.7
May 30, 20208$7,3357486$4,6392$2,697
May 23, 20204$432.44343$432.410
May 16, 20206$3106345$31010
May 9, 202018$5,6301612414$3,1804$2,450
May 2, 20201510,40010908$1,9007$,8,500
April 25, 20208$3,4009365$1,0003$2,450
April 18, 202019$9,50014928$185.711$9,360
April 11, 202012$6,0009405$1907$5,800
April 4, 202014$8,200116810$2,2004$6,000
March 28, 202016$6,500139610$3,7006$2,800
March 21, 202011$11,9107337$2,2504$9,960
March 14, 20207809.86346684.81125
March 7, 202016$2,500157013$6693$1,400
February 29, 202013$15,2601312811$11,7602$3,500
February 22, 202012$3,700109210$2,5602$1,130
February 15, 202016$1,250108412$354$1,222
February 8, 202018$6,0801412314$2,5954$3,485
February 1, 202021$20,9001210114$17,8607$3,060
January 25, 202013$7,430136212$6,4301$1,000
January 18, 202023$9,5801512019$6,5804$3,000
January 11, 202021$14,2001819916$1,0205$13,200
January 4, 202022$6,4001111916$3,2046$3,245
December 28, 201922$7,1501917518$6,8004$327.4
December 14, 201924$36,3002316719$9,5005$26,800
December 7, 201911$10,40011557$1,0824$9,370
November 30. 201914$2,4501212612$1,7602$692.5
November 23, 201916$1,995104111$6155$1,380
November 16, 201915$3,8201313511$2,5004$1,271
November 9, 201925$12,9001718223$12,2002$575
November 2, 201910$2,470126192,4503$22
October 26, 201912$5,560147011$3,8601$1,700
October 19, 20198$6,60081388$6,60000
October 12, 201919$4,300145516$3,8003$500
October 5, 201918$14,5001916615$11,1003$3,400
September 28, 201919$8,1001813218$7,5601$550
September 21, 201914$6,300166611$2,1603$4,170
September 14, 201915$23,800125611$21,2504$2,570
September 7, 201917$3,500159814$1,9003$1,600
August 31, 20195$8,7006505$8,70000
August 24, 201916$10,000148215$4,2501$5,750
August 16, 201910$1,6805527$6503$950
August 9, 201917$17,700156814$3,9003$13,800
August 2, 201913$5,7601210813$5,760NANA
July 27, 201911$7,30013768$6,5703$730
July 20, 201913$11,8001312511$5,3002$6,500
July 13, 201910$7757468$542.52$233
July 6, 20197$2,5009857$2,50000
June 29, 201923$8,2901515417$2,3006$5,970
June 22, 201917$10,7001013914$7,7003$3,000
June 15, 201911$13,5001416011$13,500NANA
June 8, 201913$2,870175511$1,5702$1,300
June 1, 201910$4,46011608$4,1402$315
May 25, 201917$4,360147914$3,7003$612
May 18, 201922$9,0001715016$3,4006$5,600
May 11, 201918$19,8001717715$18,3003$1,500
May 4, 201910$7,0756328$6,9002$175
April 27, 201915$3,2001411714$3,1601$40
April 20, 201913$13,50010909$12,2004$1,300
April 13, 201916$38,900149114$37,8002$1,100
April 6, 201912$6,870119410$6,7302$50
March 30, 201915$6,470128410$7,91.55$5,677
March 23, 201918$6,450149114$5,0424$1,408
March 16, 201914$10,1801211511$8,8003$1,300
March 9, 20199$1,8006498$1,3001$500
March 2, 201920$3,0331610714$1,8176$1,262
February 23, 201912$2,0408699$614.63$1,430
February 16, 201916$9,970187716$9,97000
February 9, 201914$6,4001011014$6,40000
February 2, 201918$6,740159916$5,7202$950
January 26, 201913$2,770116711$918.952$1,850
January 19, 201915$3,819167612$2,5943$1,225
January 12, 201918$7,283149215$1,6833$5,600
January 5, 201910$529125010$52900
December 22, 201817$2,570138714$9413$1,629
December 15, 201810$2,8608268$2642$2,600
December 8, 201815$1,819166512$5523$1,267
December 1, 201812$7,50010909$1,2003$6,200
November 28, 201815$4,5001110714$4,0001$500
November 19, 201818$6,137139813$2,1425$3,995
November 14, 201818$9,2001315215$8,5003$694
November 6, 201816$17,3001618314$16,3612$950
October 29, 201814$14,4001812717$13,8001$600
October 24, 201813$6,1401312611$5,1222$1,018
October 17, 201818$18,3901512514$12,2924$6,098
October 10, 201829$3,1491810420$1,6479$819
October 2, 201818$9,300116714$7,3004$2,000
September 25, 201813$7,000117510$6,0003$995
September 18, 20189$3,5707449$3,57000
September 11, 201813$5,9001013213$5,90000
September 7, 201814$5,000158611$4,0003$1,000
August 29, 201815$20,700147913$4,7002$16,000
August 20, 201810$12,40011538$11,3803$1,057
August 14, 201812$19,900121329$18,8893$1,011
August 7, 201816$68,6001110613$67,2593$1,340
July 31, 201815$15,100159511$13,0604$2,060
July 23, 201813$2,130156010$1,8043$1,100
July 17, 201814$5,37017989$4,3105$1,100
July 9, 201816$11,200157410$11,0806$862
July 3, 201813$7,00078112$6,3301$750
June 25, 201815$8,80013979$4,9706$3,930
June 18, 201813$14,20014807$2216$14,290
June 11, 201812$6,3008968$5,9104$803
June 6, 201813$14,50010888$14,1545$579
May 31, 201811$4,89010638$3,2403$1,790
May 22, 201815$20,40011639$19,8086$885
May 15, 201815$4,7001510610$3,9005$643
May 9, 201811$1,40013889$1,3002$560
May 1, 20188$14,2507887$13,4001$450
April 24, 201812$5,30066111$4,4701$800
April 17, 20189$1,80010447$2,3302$1,434
April 11, 201811$2,5008326$1,6905$809
April 3, 201815$13,400111219$12,0206$1,090
March 28, 201810$4,00010927$3,8703$215
March 19, 201817$5,800135110$5907$5,165
March 12, 201815$3,130114311$2,3604$788
March 6, 201819$5,4001311610$1,5309$4,860
February 27, 201820$6,600136914$5,5306$1,030
February 19, 201815$5,5001411110$3,9906$1,980
February 12, 201823$10,9001715712$7,11011$3,840
February 5, 201816$8,600131007$1,3309$7,800
January 30, 201811$12,60011685$7,3006$4,982
January 24, 201819$9,400151295$2,01014$7,337
January 18, 201810$6,2808492$2,1008$4,188
January 9, 201812$16,50012929$15,8903$475
January 3, 201810$2,5009478$2,3502$150
December 27, 201715$9,000151139$7,5686$1,784
December 18, 201715$13,800161649$13,0107$1,118
December 11, 201714$9,7001012612$2,9404$8,500
December 4, 20176$1,8006315$1,5101$300
November 28, 20177$3,8508764$3,2603$285
November 16, 201710$2,70010486$1,8404$856
November 8, 201715$2,380179110$1,8605$516
November 1, 201712$4,70017949$3,4004$1,300
October 23, 201715$10,500106710$9,7804$1,530
October 18, 20176$2,000373$2253$1,820
October 10, 201712$6,5701009$3,8803$3,360
October 2, 20178$3,10011193$1,6305$1,750
September 25, 20178$4,8808795$2,6605$2,070
September 18, 20179$4,7703$3006$4,470
September 12, 201711$4,4308$2,0303$2,400
September 1, 20174$1,3103$3171$1,000
August 23, 201711$13,64098$11,8403$1,800

M&A/FUNDINGS

AB CarVal invests $700M in Peregrine

Deal Description: Global alternative investment manager AB CarVal announced Aug. 29 a $700 million equity investment and debt financing for Boulder-based Peregrine Energy Solutions, a clean energy platform with a focus on utility-scale energy storage. The transaction will allow Peregrine to fund its pipeline of more than seven gigawatts of projects, including standalone battery, solar and wind technologies. Peregrine focuses on utility-scale energy storage that was established in 2022 through a partnership between Peregrine Energy Management and Castlelake, a global alternative investment manager with $20 billion in assets. Since 1987, AB CarVal has invested $143 billion in 5,680 transactions across 82 countries and deployed over $4 billion in clean energy investments. It has $17 billion in assets under management.

AB CarVal’s Outside Counsel: Latham & Watkins with a team led by partners Justin Stolte and Edmond Parhami with associates Ashley Nguyen, Greg Sorensen, Jase Burner, Gabi Hasson, and Cooper Shear. Advice was also provided on debt financing matters by counsel Bryce Kaufman and partner Trevor Wommack, with associate Jack Gillen; on tax matters by partners Eli Katz and Eric Kamerman, with associate Andrea Herman; on employment matters by partner Adam Kestenbaum, with associate Andrea Herman; on employment matters by partner Adam Kestenbaum, with associate Dane Rebkowec; on energy regulatory matters by partner Natasha Gianvecchio, with associate Richard Griffin; on antitrust matters by partner Jason Cruise, and counsels Peter Todaro and Philipp Studt; on intellectual property matters by counsel Kieran Dickinson, with associate Kellye Quirk; on data privacy matters by counsel Robert Brown; on insurance matters by partner Drew Levin, with associate Hannah Cary; on real estate matters by partner Robert Frances and counsel Aaron Friberg, with associate David Rao; on project development matters by counsel Seth Richardson, with associates Kailash Gupta and Georgia Bellett; and on environmental matters by partner Joshua Marnitz, with associate Bruce Johnson.

Peregrine’s Outside Counsel: McGuireWoods led by partners Heather Welch Arbogast in Baltimore and Durham McCormick in Houston and including partners Adam Greene and Clare Lewis and associates William Bradbury, Paul Harris, Caitlin Maloney Haus, Marc Nickel, Andrew Seward and John Yates.

Peak 10 Energy launches with $500M

Deal Description: Peak 10 Energy announced Aug. 30 its launch as an oil and gas investment platform focused on acquiring long-life oil and gas assets throughout the continental U.S. Peak 10’s assets consist of non-operated oil and gas properties in Reeves, Fisher, Scurry, Gaines, Dawson and Andrews Counties, including more than 100 producing wells and a multi-year drilling program of tier 1 undeveloped drilling opportunities. Peak 10’s inaugural platform acquisition is its purchase of non-operated upstream oil and gas and associated water handling and recycling assets in the Eastern Shelf of the Permian Basin in Fisher and Scurry Counties, Texas, which closed with an unnamed private seller on Aug. 23. Peak 10’s capitalization consists of cash, contributed assets and commitments from Texas asset management firm Legacy Star Capital Partners and debt financing from Prudential Private Capital, Prudential Energy Capital Partners and Production Lending that are estimated to exceed $500 million in balance sheet resources. 

Legacy Star’s/Peak 10’s Outside Counsel: (On the Acquisition) Holland & Knight led by partners Robert Dougherty and Brooke Sizer as well as Jeremiah Mayfield, Nathan Stone and Leslie Mahre. Also corporate associates Anna Boyer, Cooper Overcash, Emily Smith and Samson Goriola, tax partner Todd Keator, environmental partner Ashley Phillips and tax associate Jessica Kirk.

Peak 10 Energy Co-Counsel: (On Debt Financing) Baker Botts led by partner Clay Brett, along with Sarah Dodson, Josh Gonzales, Michael Donnellan, Chelsea Johnson, Talha Chaudhry and Jenna Kabrich (corporate); Caitlin Lawrence, Richard Sitton, Lyman Paden, Morgan Copher and Delaram Peimani (finance); Jon Lobb (tax); and Megan Young and Andrew Crayden (global projects).

Pantogran buys autism centers for $48.5M

Deal Description: Locke Lord said Aug. 29 it represented Pantogran and Center for Autism and Related Disorders (CARD) founder Doreen Granpeesheh as bankruptcy and restructuring counsel on their acquisition of the majority of CARD’s assets following a sale process and a competitive auction conducted under Section 363 of the U.S. Bankruptcy Code. In July, U.S. Bankruptcy Judge David Jones approved the center’s sale to Pantogran’s principals, Granpeesheh and her business partner Sangam Pant and asset manager Audax Group for $48.5 million. Pantogran acquired 112 centers across the country, including intellectual property, longitudinal data and CARD’s clinical database. CARD is a provider of evidence-based applied behavior analysis for individuals of all ages diagnosed with autism spectrum disorder.

From Locke Lord: The team was led by David Kupetz (Los Angeles) with assistance from Sean Feener (New York), Simon Mayer (Houston), Denise Hanna (Washington, D.C.), David Szabo (Boston), Ashley Wheelock (Austin), Nina Huerta and Eve Tilley-Coulson (both of Los Angeles) and Jaremi Chilton (San Francisco).

TeleVet announces $43 Million Series B, rebranding as Otto

Deal Description: Otto, once known as TeleVet, an Austin-based customer engagement platform for veterinary clinics, announced Aug. 31 a $43 million Series B round of equity financing by existing investors Mercury Fund and Boehringer Ingelheim and joined by new investor Hill’s Pet Nutrition. As part of the transaction, Heath Butler, venture partner at Mercury, will join Otto’s board, and Nicki Baty, president and GM of Hill’s Pet Nutrition US, will join as a board observer. The new funding comes on the heels of record growth for the company, to more than 8,000 veterinary professionals over the last two years. Over the past year, Otto has evolved to its core communication platform, Flow, including adding a modern payments solution. In April, Otto launched its Care membership plans.

Qase raises $7.2M to enhance software testing

Deal Description: Austin-based Qase announced Aug. 25 the company raised $7.2 million in Series A and seed funding rounds led by Chrome Capital with participation from Finsight Ventures and S16VC. The funds will be used to scale its team and launch the first Jira-like marketplace for test management tools. Since 2019, Qase processed more than 27 million test results for over 100,000 developers. Its customers include Wolt (acquired by DoorDash), Asana and SeatGeek. The company was founded by Nikita Fedorov.

ControlRooms attracts $10M

Deal Description: ControlRooms.ai, an Austin-based industrial manufacturing troubleshooting platform, announced Aug. 29 it raised $10 million in Series A funding led Origin Ventures. Amity Ventures, Tokio Marine Future Fund, S3 Ventures, GTM Fund, Alpha Square Group and FJ Labs also participated. ControlRooms.ai was co-founded in 2021 by Monte Zweben and Omar Talib, who previously worked for a company that delivers AI solutions to energy producers. ControlRoom.ai launched its first product last year and has five customers using it, according to TechCrunch.

Kinjo raises $10M

Deal Description: Kinjo, an edtech startup focused on improving the value of children’s screen time, raised a $6.5 million seed round on Aug. 21 led by LiveOak Venture Partners, Silverton Partners, Breyer Capital, Roble Ventures and others to further scale access and expand monetization. Its CEO Charles Thornburgh founded Civitas Learning, which uses machine learning and artificial intelligence to improve graduation rates across Higher Ed.

Kinjo’a Outside Counsel: Evan Kastner at Kastner Gravelle

Aircon attracts $3.3M from Underscore

Deal Description: Aircon, a Dallas-based provider of a gateway-as-a-service in the air cargo industry, raised $3.3 million in seed funding on Aug. 22 led by Underscore VC. The company plans to use the funds to invest in partnerships across the air cargo and freight markets, global gateway expansion, growing its AI tech infrastructure and hiring talent. Aircon is by founder Chris Condon, former CEO of TriCon Logistics, which was sold to Visible Supply Chain Management in 2020 for undisclosed terms.

Clearlake-backed Discovery Education buys DreamBox Learning

Deal Description: Discovery Education, a global education technology company backed by Clearlake Capital Group, announced Aug. 29 it has agreed to acquire DreamBox Learning, a Bellevue, Wash.-based PK-12 education technology provider serving more than 6 million students and 600,000 educators in the U.S. Financial terms were not disclosed. DreamBox Learning’s current investors Elliott Investment Management and TPG’s The Rise Fund will keep minority stakes in the company. Clearlake, headquartered in Santa Monica with an affiliate in Dallas, currently has more than $70 billion of assets under management.

Expected Closing: Q4 2023

Discovery Education’s Outside Counsel: Sidley Austin including M&A and private equity partners Mehdi Khodadad (Century City), S. Scott Parel (Dallas) and Mark Castiglia (Century City)

DreamBox’ Financial Advisor: Moelis & Co.

DreamBox’ Outside Counsel: Gibson, Dunn & Crutcher

Gulf & Atlantic Railways buys assets from Pinsly

Deal Description: Gulf & Atlantic Railways announced Aug. 29 its proposed acquisition of the rail assets of Pinsly Railroad Co. Terms weren’t disclosed. The assets include the 18-mile Pioneer Valley Railroad short line and Railroad Distribution Services Inc. Pioneer Valley, with access to railroads CSX and Pan Am Southern that runs from Westfield to Holyoke, Mass., serves more than 30 customers. Railroad Distribution includes two rail-served warehouses with 140,000 square feet of indoor storage and three and a half acres of outdoor storage. The purchase has to clear regulators.

Gulf & Atlantic Railways’ Outside Counsel: Sidley Austin including Chris Folmsbee, Cliff Vrielink, Rachel Kleinberg and Terry Hynes

Opposing Counsel: Michael Sweet at Bulkley Richardson and Gelinas

Pratexo snares funding from ABB

Deal Description: Pratexo, an Austin edge computing and distributed cloud platform, raised an undisclosed sum of funding from ABB Technology Ventures, part of ABB, a provider of electrification and automation technology. ABB announced the deal on Aug. 22. The company previously raised $3.5 million from Raiven Capital and Northscaler, according to Crunchbase. Pratexo was one of three winners of the ABB Electrification’s 2022 Startup Challenge. The partnership is ABB’s sixth venture capital investment this year and helps expand the company’s ecosystem of partners developing solutions that support decarbonization. Since forming in 2009, ATV has invested $300 million into startups that are aligned with its electrification, robotics, automation and motion portfolio.

CAI Software snaps up Alerity

Deal Description: STG-backed CAI Software announced Aug. 23 that it purchased Dallas-based Alterity Inc. for undisclosed terms. The addition of Alerity’s Acctivate to the CAI portfolio adds inventory management software and capabilities to drive additional value for customers, CAI said. Together CAI Software and Acctivate will serve 1,600-plus customers across manufacturing, specialty food processing, building materials, wholesalers/distributors, metals and mining and automotive industries.

HC Private Investments acquires QEI

Deal Description: HC Private Investments, a Chicago-based family office private equity firm, announced July 27 that it acquired QEI Inc. in partnership with the company’s former owner and CEO, Normand Lavoie. Terms were not disclosed. As part of the transaction, Erik VanLaningham and CJ Kearney of Eagle Marsh Holdings will join the company’s board. Lavoie, who originally acquired the company in 1992 and sold it in 2011, will continue to serve as CEO and board member with a significant investment in the company. Based in Springfield, N.J., QEI offers automation products, supervisory control and data acquisition software solution, distribution management systems and related services to its customers in the mass transit, utility and water/wastewater industries. Signature Bank of Chicago provided debt financing for the transaction.

HCPI’s Outside Counsel: Winston & Strawn with a team led by partner Nick Golem in Chicago that included Dallas partner Andrew Betaque on tax

QEI’s Financial Advisors: England & Co.

CAPITAL MARKETS/FINANCINGS

Preylock closes $1.2B financing

Deal Description: Akin said Aug. 28 it advised Preylock Holdings, as borrower, on the closing of a $1.2 billion, commercial mortgage-backed securities financing secured by 12 distribution warehouses totaling 8.9 million square feet across 10 states.

From Akin: The team was led by real estate partner John Bain, real estate counsel Wes Smith, real estate associates Payne Roberts and Brielle Rowe and corporate associates Penelope Shumway and Hannah Bush and included investment management partner Adam Hilkemann and investment management counsel Marc Lombardi.

Claire Poole

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

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