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CDT Roundup: 14 Deals, 9 Firms, 173 Lawyers, $21.4B

The third quarter of 2020 ended last week. It ended better than the last one.

According to Mergermarket totals for Texas businesses, M&A activity was up. Those numbers are reflected in the transactions reported here in recent weeks.

In the past month the CDT Roundup has reported 57 deals with as many as 19 transactions in a week. Even better, values have been progressing week by week: from $7.7 billion to $8.3 billion to $12.7 billion to $21.4 billion.

And even better firms have reported more than 100 lawyers working on deals for three of the last four weeks; and two of those weeks were nearer to 200. That’s a lot of work from home.

Moreover, the deals this week had heft behind the numbers: an Occidental sale of Colombian onshore assets; a frac-water pipeline sale in New Mexico; the $12 billion Devon-WPX merger; a sale and J/V transaction in the industrial chemical space, etc.

Shedding or reallocating debt continues to be the overriding theme, even in the M&A transactions. But assets are again changing hands as companies prepare for whatever the next quarter brings.

This week firms reported nine M&A transactions worth $17.5 billion and five capital markets transactions worth $3.9 billion.

That’s a total of 14 transactions reported by nine firms involving 173 Texas 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 CountCapM Value $M
November 26, 20228$2,266.7853$765$2,190.7
November 19, 202221$2,8861521219$2,5502$336
November 12, 202213$15,093.79819$14,2004$893.7
November 5, 20222519,337.21650922$8,267.23$11,070
October 29, 202215$7,805.3911614$7,180.31$625
October 22, 202220$8,193.51325313$5,4427$2,751.5
October 15, 20229$3,046.191397$2,588.32$457.8
October 8, 202219$2,011.81211416$833.83$1,178
October 1, 202223$5,532.91615618$4,952.35$580.6
September 24, 202218$5,1941421615$4,0503$1,144
September 17, 202221$8,352.31232015$4,759.66$3,592.7
September 10, 202215$19,853.51012613$19,403.62$450
September 3, 20229$2,3129629$2,31200
August 27, 202216$30,891.71013515$30,666.41227.7
August 20, 202212$1,977815299253$1,052
August 13, 202218$8,004.71124211$2,844.77$5,160
August 6, 202224$7,948.91224017$3,5777$4,371.9
July 30, 20228$6,9419787$6,8391$102
July 23, 202211$801119210$80110
July 16, 202214$3,6501012214$3,65000
July 9, 202210$3,557.77689$3,557.710
July 2, 202218$8,609.41315215$2,754.43$5,855
June 25, 202215$6,142131469$2,0176$4,125
June 18, 202217$11,890.11422815$11,4102479.7
June 11, 202217$7,6001212310$2,3007$5,300
June 4, 202212$2,937101279$6923$2,245
May 28, 20229$3,197.611869$3,197.600
May 21, 202214$7,284.51218511$6,6093$675.5
May 14, 202211$306.698010$306.61$225
May 7, 202216$10,451.751210812$1,8274$8,624.75
April 30, 202216$2,296.51615712$895.54$1,401
April 23, 202210$2,24111588$16412$600
April 16, 202211$6,64371568$2,3593$4,284
April 9, 202217$4,4291418411$1,6906$2,739
April 2, 202213$1,75588410$1,1453$610
March 26, 202211$3,2058656$2005$3,005
March 19, 202213$2,239.17910613$2,239.1700
March 12, 202218$12,0161123915$11,9652$51.35
March 5, 202217$6,7861313713$5,1614$1,625
February 26, 202212$5,09581499$4,437.53$658
February 19, 202217$22,2291717414$21,3543$875
February 12, 202212$2,344.710738$641.74$1,703
February 5, 202211$2,50389911$2,50300
January 29, 202211$3,8721210112$3,87200
January 22, 202213$5,143.5109912$4,842.51$301
January 15, 202212$7,60591559$6,4803$1,025
January 8, 202213$8,256.21110213$8,256.200
January 1, 20229$1,273.86509$1,273.800
December 25, 202121$4,734.751117616$3,4105$1,324.75
December 18, 202126$7,325.21519318$3,640.28$3,685.2
December 11, 202116$5,0171010913$1,4173$3,600
December 4, 202114$2,3108868$2,3106$1,882.05
November 27, 20219$3.460.1101016$1,7583$1,702.6
November 20, 202120$22,7921515712$18,864.58$3,928
November 13, 202121$26,7291217813$11,8228$14,907
November 6, 202112$8,3031315710$6,6823$1,621
October 30, 202121$10,3681521815$9,24.46$1,103.
October 23, 202121$18.783.11522211$12,31410$6,468.6
October 16, 202115$3,8681111815$2,2932$1,575
October 9, 202120$8,6101617516$7,7954$815
October 2, 202114$6,2501113710$5,2004$1,050
September 25, 202111$11,4609937$10,2004$1,250
September 18, 202111$16,6038998$15,0843$1,519
September 11, 202117$10,6531110313$8,5034$2,150
September 4, 202113$7,222108911$6,7152$507
August 28, 202112$76396311$6631$100
August 21, 202112$29,65977911$29,5791$80
August 14, 202122$17,8451119912$12,80510$5,04
August 7, 202117$13,6701213915$11,7662$1,904
July 31, 202121$8,1601113410$3,57410$4,586
July 24,202121$6,3671113915$3,7126$2,655
July 17, 202114$4,0091112412$2,0152$1,994
July 10, 202116$3,9971314311$1,5974$2,4
July 3, 202124$7,492139416$3,7698$3,722
June 26, 202110$4,9957858$3,8472$1,148
June 19, 202128$16,83082289$1,86119$14,968
June 12, 202126$27,2381520919$25,6027$1,636
June 5, 202115$15,5391310013$14,7092$600
May 29, 202135$20,2791114528$18,647$1,639
May 22, 202124$53,2081417417$51,0477$2,161
May 15, 202118$10,6201322011$5,8707$4,809
May 8, 202117$10,4001115615$8,3862$2,500
May 1, 202121$7,2001611512$3,8089$3,392
April 24, 20218$20,2009318$20,20000
April 17, 202114$6,270810211$4,01803$2,260
April 10, 202115$8,9401312914$7,9901$950
April 3, 202118$19,5131015112$16,9236$2,590
March 27, 202127$13,9421524414$4,30013$9,633.5
March 20, 202111$2,04641023$2708$1,776
March 13, 202115$3,27091096$5389$2,732
March 6, 202124$13,6171019613$10,39511$3,222
February 27, 202119$8,1051213915$4,9704$3,135
February 20, 20219$8,82091538$8,5201$300
February 13, 202112$4,852.678172,7665$2,086.6
February 6, 202118$9,7521315314$5,2224$4,530
January 30, 202118$9,449918215$8753.83$695.3
January 23, 202114$8,15081186$4,0008$4,150
January 16, 202117$6,7831313811$2,4006$4,382.9
January 9, 202122$6,8291413518$3,139.34$3,690
January 2, 20217$1,4667607$1,46600
December 26, 202018$15,9001216316$5,3001$600
December 19, 202018$9,7691411014$8,4264$1,343
December 12, 202010$7,20091009$3,3251$3,830
December 5, 202015$4,26191229$2,7806$1,481
November 28, 202019$7,7581011013$4,0036$3,755
November 14, 202014$864.11415712$289.12$575
November 7, 202013$6,33291299$2,483.54$3,849
October 31, 202010$3,995.881036$3,231.14$754.7
October 24, 20206$18,1006585$17,7091$350
October 17, 20208$351.95558$351.900
October 10, 20207$5,2293504$7353$4,494
October 3, 202014$21,42891739$17,5355$3,893
September 26, 202010$12,7708935$10,3005$2,470
September 19, 202014$8,36591016$1,0208$7,345
September 12, 20206$4,4068593$1,2703$3,136
September 5, 202011$5,19181179$4,0612$1,130
August 29, 202011$2,5319945$1,1306$1,401
August 22, 202018$6,574121407$1,93011$4,644
August 15, 202013$4,99110977$1,2166$3,775
August 8, 202012$32,092111129$30,4573$1,635
August 1, 20207$5,2878765$3,6872$1,600
July 25, 20209$18,7516677$18,4032$348
July 18, 20206$1,982.55504$1,407.52$575
July 11, 202011$565.1127510$65.11$500
July 4, 202010$8,8898989$8,7881$100.3
June 27, 20208$6,87410505$4,972.53$2,081.5
June 20, 202012$4,44491157$2,8295$1,615
June 13, 20206$3,5824372$3504$3,232
June 6, 202011$3,213.78657$4704$2,743.7
May 30, 20208$7,3357486$4,6392$2,697
May 23, 20204$432.44343$432.410
May 16, 20206$3106345$31010
May 9, 202018$5,6301612414$3,1804$2,450
May 2, 20201510,40010908$1,9007$,8,500
April 25, 20208$3,4009365$1,0003$2,450
April 18, 202019$9,50014928$185.711$9,360
April 11, 202012$6,0009405$1907$5,800
April 4, 202014$8,200116810$2,2004$6,000
March 28, 202016$6,500139610$3,7006$2,800
March 21, 202011$11,9107337$2,2504$9,960
March 14, 20207809.86346684.81125
March 7, 202016$2,500157013$6693$1,400
February 29, 202013$15,2601312811$11,7602$3,500
February 22, 202012$3,700109210$2,5602$1,130
February 15, 202016$1,250108412$354$1,222
February 8, 202018$6,0801412314$2,5954$3,485
February 1, 202021$20,9001210114$17,8607$3,060
January 25, 202013$7,430136212$6,4301$1,000
January 18, 202023$9,5801512019$6,5804$3,000
January 11, 202021$14,2001819916$1,0205$13,200
January 4, 202022$6,4001111916$3,2046$3,245
December 28, 201922$7,1501917518$6,8004$327.4
December 14, 201924$36,3002316719$9,5005$26,800
December 7, 201911$10,40011557$1,0824$9,370
November 30. 201914$2,4501212612$1,7602$692.5
November 23, 201916$1,995104111$6155$1,380
November 16, 201915$3,8201313511$2,5004$1,271
November 9, 201925$12,9001718223$12,2002$575
November 2, 201910$2,470126192,4503$22
October 26, 201912$5,560147011$3,8601$1,700
October 19, 20198$6,60081388$6,60000
October 12, 201919$4,300145516$3,8003$500
October 5, 201918$14,5001916615$11,1003$3,400
September 28, 201919$8,1001813218$7,5601$550
September 21, 201914$6,300166611$2,1603$4,170
September 14, 201915$23,800125611$21,2504$2,570
September 7, 201917$3,500159814$1,9003$1,600
August 31, 20195$8,7006505$8,70000
August 24, 201916$10,000148215$4,2501$5,750
August 16, 201910$1,6805527$6503$950
August 9, 201917$17,700156814$3,9003$13,800
August 2, 201913$5,7601210813$5,760NANA
July 27, 201911$7,30013768$6,5703$730
July 20, 201913$11,8001312511$5,3002$6,500
July 13, 201910$7757468$542.52$233
July 6, 20197$2,5009857$2,50000
June 29, 201923$8,2901515417$2,3006$5,970
June 22, 201917$10,7001013914$7,7003$3,000
June 15, 201911$13,5001416011$13,500NANA
June 8, 201913$2,870175511$1,5702$1,300
June 1, 201910$4,46011608$4,1402$315
May 25, 201917$4,360147914$3,7003$612
May 18, 201922$9,0001715016$3,4006$5,600
May 11, 201918$19,8001717715$18,3003$1,500
May 4, 201910$7,0756328$6,9002$175
April 27, 201915$3,2001411714$3,1601$40
April 20, 201913$13,50010909$12,2004$1,300
April 13, 201916$38,900149114$37,8002$1,100
April 6, 201912$6,870119410$6,7302$50
March 30, 201915$6,470128410$7,91.55$5,677
March 23, 201918$6,450149114$5,0424$1,408
March 16, 201914$10,1801211511$8,8003$1,300
March 9, 20199$1,8006498$1,3001$500
March 2, 201920$3,0331610714$1,8176$1,262
February 23, 201912$2,0408699$614.63$1,430
February 16, 201916$9,970187716$9,97000
February 9, 201914$6,4001011014$6,40000
February 2, 201918$6,740159916$5,7202$950
January 26, 201913$2,770116711$918.952$1,850
January 19, 201915$3,819167612$2,5943$1,225
January 12, 201918$7,283149215$1,6833$5,600
January 5, 201910$529125010$52900
December 22, 201817$2,570138714$9413$1,629
December 15, 201810$2,8608268$2642$2,600
December 8, 201815$1,819166512$5523$1,267
December 1, 201812$7,50010909$1,2003$6,200
November 28, 201815$4,5001110714$4,0001$500
November 19, 201818$6,137139813$2,1425$3,995
November 14, 201818$9,2001315215$8,5003$694
November 6, 201816$17,3001618314$16,3612$950
October 29, 201814$14,4001812717$13,8001$600
October 24, 201813$6,1401312611$5,1222$1,018
October 17, 201818$18,3901512514$12,2924$6,098
October 10, 201829$3,1491810420$1,6479$819
October 2, 201818$9,300116714$7,3004$2,000
September 25, 201813$7,000117510$6,0003$995
September 18, 20189$3,5707449$3,57000
September 11, 201813$5,9001013213$5,90000
September 7, 201814$5,000158611$4,0003$1,000
August 29, 201815$20,700147913$4,7002$16,000
August 20, 201810$12,40011538$11,3803$1,057
August 14, 201812$19,900121329$18,8893$1,011
August 7, 201816$68,6001110613$67,2593$1,340
July 31, 201815$15,100159511$13,0604$2,060
July 23, 201813$2,130156010$1,8043$1,100
July 17, 201814$5,37017989$4,3105$1,100
July 9, 201816$11,200157410$11,0806$862
July 3, 201813$7,00078112$6,3301$750
June 25, 201815$8,80013979$4,9706$3,930
June 18, 201813$14,20014807$2216$14,290
June 11, 201812$6,3008968$5,9104$803
June 6, 201813$14,50010888$14,1545$579
May 31, 201811$4,89010638$3,2403$1,790
May 22, 201815$20,40011639$19,8086$885
May 15, 201815$4,7001510610$3,9005$643
May 9, 201811$1,40013889$1,3002$560
May 1, 20188$14,2507887$13,4001$450
April 24, 201812$5,30066111$4,4701$800
April 17, 20189$1,80010447$2,3302$1,434
April 11, 201811$2,5008326$1,6905$809
April 3, 201815$13,400111219$12,0206$1,090
March 28, 201810$4,00010927$3,8703$215
March 19, 201817$5,800135110$5907$5,165
March 12, 201815$3,130114311$2,3604$788
March 6, 201819$5,4001311610$1,5309$4,860
February 27, 201820$6,600136914$5,5306$1,030
February 19, 201815$5,5001411110$3,9906$1,980
February 12, 201823$10,9001715712$7,11011$3,840
February 5, 201816$8,600131007$1,3309$7,800
January 30, 201811$12,60011685$7,3006$4,982
January 24, 201819$9,400151295$2,01014$7,337
January 18, 201810$6,2808492$2,1008$4,188
January 9, 201812$16,50012929$15,8903$475
January 3, 201810$2,5009478$2,3502$150
December 27, 201715$9,000151139$7,5686$1,784
December 18, 201715$13,800161649$13,0107$1,118
December 11, 201714$9,7001012612$2,9404$8,500
December 4, 20176$1,8006315$1,5101$300
November 28, 20177$3,8508764$3,2603$285
November 16, 201710$2,70010486$1,8404$856
November 8, 201715$2,380179110$1,8605$516
November 1, 201712$4,70017949$3,4004$1,300
October 23, 201715$10,500106710$9,7804$1,530
October 18, 20176$2,000373$2253$1,820
October 10, 201712$6,5701009$3,8803$3,360
October 2, 20178$3,10011193$1,6305$1,750
September 25, 20178$4,8808795$2,6605$2,070
September 18, 20179$4,7703$3006$4,470
September 12, 201711$4,4308$2,0303$2,400
September 1, 20174$1,3103$3171$1,000
August 23, 201711$13,64098$11,8403$1,800

Last week there were 10 deals worth $12 billion and this week a year ago there were 18 deals worth $14.5 billion.

MERGERS & ACQUISITIONS/PE FUNDING

White & Case Advises on $825M Oxy Sale of Colombian Assets to Carlyle Group

Occidental Petroleum announced Oct. 1 an agreement to sell its onshore assets in Colombia to the Carlyle Group for $825 million.

The agreement includes $700 million in cash up front, with the remainder payable according to several commodity price targets.

Occidental was advised on the deal by White & Case with a team led by partners Jay Cuclis and Emery Choi from Houston. The team includes Houston partners Mingda Zhao, Bill Parish and Chad McCormick, as well as Houston-based counsel Fern Han Houston as well as associates Danny Hatch, James Langlois, Nicole Rodriguez-Fierro, Carlos Ramon Diaz Sordo, Michael Rodgers and Katherine Raunikar, all of Houston. The team was rounded out by lawyers from New York, Miami, Washington, D.C. and London.

The sale is part of an Occidental campaign to reduce debt from its $52 billion acquisition (including debt) in 2019 of Anadarko Petroleum. As part of that effort, the company expects to close by year’s end over $2 billion of announced divestitures for 2020.

KE Advises Blackbuck Purchase of Whites City Pipeline

Blackbuck Resources announced Oct. 1 that it has acquired the Whites City water pipeline from Cimarex Energy Co. No terms of the transaction were announced.

Blackbuck Resources, a company based in Houston and Midland, acquires about 65 miles of water lines in Eddy County, New Mexico.

As part of the sale, Cimarex has agreed to a 15-year dedication of about 40,000 acres for the gathering, disposal and recycling of its produced water.

Said Blackbuck CEO Justin Love: “This acquisition will significantly grow our Delaware Basin platform and overall footprint, further enhancing Blackbuck’s ability to provide our customers economic and reliable water management solutions.”

Kirkland & Ellis LLP served as legal advisers to BBR with a primarily Houston-based team led by transactional partner Chad Smith and associates Isaac Bate and John Elkins. Pitching in were transactional partners Kevin Crews and Anthony Speier; tax partner Mark Dundon and associate Ryan Phelps; and environmental transactions partner Jonathan Kidwell and associate Ty’Meka Reeves-Sobers. Kidwell, based in Dallas and Washington, D.C., was the only team member not based in Texas.

Blackbuck Resources is a portfolio company of Dallas-headquartered Cresta Fund Management. Cresta was founded in 2016 by Chris Rozzell, David Miller and Drew Armstrong as a hard asset investment fund. Cresta’s GC is Benjamin Nelson, a Duke law grad and a former general counsel for the Ray L. Hunt family.

Kirkland, Skadden, V&E Advise on Devon Energy/WPX Energy Merger

Devon Energy and WPX Energy announced Monday that they have agreed to combine to become the third-largest unconventional energy company in the U.S.

Valued at $12 billion, the all-stock merger-of-equals transaction will give Devon shareholders about 57% of the new company with WPX shareholders holding 43%.

Kirkland counseled WPX from Dallas and Houston. Devon Energy was advised by a Skadden, Arps, Slate, Meagher & Flom, with a team that included a few Texas lawyers.

The Kirkland team was led by transactional partners Sean Wheeler, Debbie Yee, Kevin Crews, Melissa Kalka and Cephas Sekhar and associates Zach Savrick and Andrew Lombardo; executive compensation partners Rob Fowler and Stephanie Jeane; tax partner David Wheat; transactional partners Anthony Speier and David Castro and associate Lindsey Jaquillard; capital markets partner Michael Rigdon; debt finance partners Will Bos and Kimberly Perdue and associate Shan Khan; environmental transactions partner Paul Tanaka; antitrust and competition partner Carla Hine; employee benefits partner Melissa Grim; labor and employment partner R.D. Kohut; and energy regulatory partner Brooksany Barrowes.

WPX Energy has been a long-time client of Kirkland & Ellis.  In 2019, Kirkland represented WPX in two significant strategic joint ventures, a minerals joint venture and a non-op joint venture, both of which were led by transactional partners Crews, Speier and Castro, who are part of the Kirkland team advising WPX on the Devon merger.

The Skadden team included M&A partner Frank Bayouth (Houston), counsel Anthony Saldana (Washington, D.C.), and associates Jenna Godfrey (Washington, D.C.), Marc-Anthony Delgado (Houston) and Nicholas Woodruff (Houston); antitrust/competition partner Kenneth Schwartz (New York); environmental counsel Elizabeth Malone (Washington, D.C.); executive compensation & benefits partner Erica Schohn (New York) and counsel Michael Bergmann (Washington, D.C.); intellectual property & technology partner Jose Esteves (New York/Palo Alto); labor & employment law partner David Schwartz (New York); and tax partner Sally Thurston (New York) and counsel Trevor Allen (New York). 

Vinson & Elkins advised EnCap Investments on the merger with the team led by Matt Strock and Doug McWilliams. EnCap owns about 27% of WPX. EnCap has already approved the transaction.

The deal includes 400,000 acres in the Delaware Basin as well as a pro forma net debt-to-EBITDAX ratio of 1.6x on a trailing 12-month basis and is targeting a leverage ratio of approximately 1.0x over the longer term. The combined company will also have approximately $1.7 billion of cash on hand and $3 billion of undrawn capacity on its credit facility expected at closing.

Sidley Advises on Sun Communities, Safe Harbor Marinas $2.11B Merger

Sun Communities announced Tuesday that it had acquired Dallas-based Safe Harbor Marinas for $2.11 billion.

Safe Harbor owns and operates 101 marinas in the U.S. with a network of nearly 40,000-member boat owners in 22 states. Sun Communities said the purchase diversifies its geographic and demographic footprint.

The Dallas offices of Sidley Austin handled the deal with a team led by partner Bill Howell. He was backed by associates Courtney Gilberg, Jack Zeringue and Stacy Gulledge, also from the Dallas office.

Citizens Capital Markets also acted as Safe Harbor’s financial advisor.

Citigroup acted as financial advisor to the Sun Communities and Jaffe, Raitt, Heuer & Weiss advised on legal matters.

The acquisition is expected to account for approximately 15% of the Company’s pro forma total annual rental revenue in 2021.

Safe Harbor’s full operating team, led by CEO Baxter Underwood, will continue to operate Safe Harbor as a Sun Communities subsidiary.

Kirkland, Latham Advise on $2B Sale, J/V Between Sasol, LyondellBasell

Two global chemical and plastics firms, LyondellBasell and Sasol, announced Friday the creation of a 50/50 joint venture to acquire a 50% interest in several of Sasol’s operations in Louisiana.

In effect, Sasol sold a 50% interest in those operations for $2 billion.

LyondellBasell, a Netherlands-based giant with a major presence in Houston, was advised by Kirkland & Ellis. South African Sasol was advised by Latham & Watkins.

The Louisiana assets involved include Sasol’s 1.5MM ton ethane cracker, 0.9 MM ton low and linear-low density polyethylene plants. LyondellBasell will take over the operations on behalf of the joint venture following the close of the transaction.

The Kirkland team was led from Houston by transactional partners Bill Benitez, Ahmed Sidik and Chad Smith; and included environmental transactions partner Alex Farmer; technology and intellectual property Chicago-based transactions partner Matt Lovell; Houston tax partner Mark Dundon; executive compensation partner Stephen Jacobson; real estate partner Josh Faulkner; and project finance partner Brian Greene in Washington, D.C.

Gordon Dyal & Co. and J.P. Morgan are serving as financial advisors for LyondellBasell.

Jeff Kaplan is CLO at LyondellBasell. Andrew Gratz is Associate GC.

The Latham & Watkins team also had a heavy Houston component. The team was led by Houston partners Ryan Maierson and Lauren Anderson, with Houston associates Thomas Verity, Samantha Seley, Denny Lee, Caroline Ellerbe, Sarah Dunn and Danielle Kinchen. The finance team was led by Los Angeles/New York partner Jeffrey Greenberg, while the commercial team was led by Houston partner Jonathan Castelan, with Houston associates Thomas Hillebrand, Corey Allen, Sam Bentley, and Cody Smith. Advice was also provide on antitrust matters by Washington, D.C. partner Jason Cruise and Frankfurt partner Sebastian Max Hauser, with Washington, D.C. associates Lindsey Champlin and Brian O’Connell, and Frankfurt associate Anne Haas; on tax matters by Houston partner Tim Fenn, with Houston associate Michael Rowe; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum, with Washington, D.C. associate Kirk Porter; and on licensing matters by New York partner Steven Betensky. 

Bank of America was Sasol’s financial advisor.

Jennifer Gallagher, Sasol’s Houston-based U.S. in-house counsel, was involved, along with an in-house team in Johannesburg that included Jens Straatman, Costa Mutzuris, Siphokazi Matshikiza and Yvette Van der Merwe.

Both companies will provide feedstocks to the joint venture and both will offtake pro-rata shares of cracker and polyethylene (PE) products at cost.

Sasol will retain full ownership and operational control of its Lake Charles Research and Development complex, Lake Charles East Plant ethane cracker and U.S. Performance Chemicals Business assets in Lake Charles.

Sidley, Kirkland Advise Callon Petroleum On Asset Monetization/Notes Offering

Callon Petroleum Company announce Oct. 1 that it has entered into an overriding royalty interest transaction with a Kimmeridge Energy-backed vehicle, and is issuing $300 million in second lien notes to Kimmeridge as part of a monetization of assets

The transaction comes on the heels of a decision by Callon to sell $30 million in non-operated assets as part of an effort to reduce its $1.7 billion debt load by a third.

Kirkland advised Callon Petroleum. The Kirkland team was led by transactional partners David Castro, Anthony Speier and R.J. Malenfant and associates Fraser Wayne and Matt Gibson; capital market partners Michael Rigdon and Sean Wheeler and associates Justin Bosworth, Mitch Athey and Erin Eberle; and debt finance partners Mary Kogut Brawley and Jordan Roberts and associates Mahalia Doughty, Catalina Correa and Kristy Moawad. All are from Houston except Bosworth, who offices in Dallas.

The Kimmeridge entities were advised by Sidley Austin from its offices in Houston and Dallas with a team led by partner Irving Rotter, along with Katy Lukaszewski, Brian Minyard, George Vlahakos, Jim Rice, Zack Pullin, Heather Palmer, Adam Cowan, John Brannan III, Eduardo Marquez, Jocelyn Kelly, Katie Legband, Alan Williams and Kaitlin Schock.

Earlier this year, Houston-based Callon terminated and withdrew a similar $300 million issue and exchange for its 2025 senior notes.

Kimmeridge is a private equity firm based in New York and Denver that focuses on the development of low-cost unconventional upstream assets.

V&E, Sidley Advise as Third Coast Midstream Sells Oklahoma Crude Storage

Third Coast Midstream announced Oct. 1, the sale of its AMID Crude Oil Storage subsidiary to HCS Holdings, an affiliate of Hartree Partners.

AMID consists of five crude oil storage tanks with 3 million barrels of capacity located in Cushing, Oklahoma.

Vinson & Elkins advised Hartree with a team led by counsel Matthew Falcone in Houston with Austin associate Kate Rainey Willson and Houston associate Kara Chung. Also advising were Dallas partner John Grand and Houston senior associate Megan Menniti (oil and gas); senior associate Jared Knight and associate Bryant Buechele (real estate), both in Dallas; partner Matthew Dobbins in Houston and Washington, D.C., senior associate Lindsay Hall (environmental); Houston partner Todd Way and Houston associate Christine Mainguy and Dallas associate David Gilbert (tax); and Houston associate Alex Bluebond (labor/employment).

Sidley Austin counseled Third Coast with a an all-Houston team led by partner Tommer Yoked. The team also included associates Shawheen Molavi and Justin Lim, tax partner Zackary Pullin and O&G partner Heather Palmer.

Wells Fargo Securities served as exclusive financial advisor to Third Coast Midstream.

Matt Rowland, president and CEO of Third Coast Midstream said, “We are confident that Hartree is well-positioned to further optimize these storage assets as Third Coast Midstream continues to execute on its plans to divest non-core assets and focus on its core Gulf of Mexico midstream business.”

Liberty Media Acquires Meyer Shank Racing

Liberty Media Corporation and its Formula One Group announced Oct. 2 that it has purchased a minority equity investment in Meyer Shank Racing, an Ohio-based motorsports team.

Meyer Shank Racing competes in the NTT INDYCAR Series and the IMSA WeatherTech SportsCar Series. Liberty Media, which owns Formula 1, is attributing its equity interest to the Formula One Group.

Baker Botts is representing Liberty Media in the transaction with lawyers from Texas, New York and Washington, D.C. The Baker Botts team was led by partners Jonathan Gordon in New York and Bryan Henderson in Dallas. The team also included Dallas associate Cale Curtin.

The investment will fund the expansion of Meyer Shank Racing’s motorsports operations, including the recently announced multi-year Acura DPi program starting with the Rolex 24 at Daytona in January, as well as future expansion of the team’s INDYCAR program.

Baker Botts also represented Liberty Media in its 2016 acquisition of Formula 1 for $8 billion. In September 2019 Baker Botts New York managing partner Rene Wilm was named general counsel of Liberty Media and its various subsidiaries.

V&E Advises as Coolsys Acquires Carolina Refrigeration

CoolSys, Inc., a nationwide network of refrigeration and HVAC services companies, announced Oct. 2 that it is acquiring Carolina Refrigeration Services Inc, a commercial HVAC and refrigeration company which serves customers in South Carolina, North Carolina, Tennessee, Alabama and Georgia.

The terms of the transaction were not disclosed.

Backed by Ares Management, CoolSys CEO Adam Coffey and company GC Burton Hong have been on a well-publicized campaign to gain $2 billion in valuation through aggressive acquisitions of regional HVAC companies.

V&E advised CoolSys with an all-Houston team led by partner Brittany Sakowitz with assistance from associates Kelly King and Ben Sandlin. Also advising were counsel Christie Alcalá (labor/employment); senior associate Kristy Fields (executive compensation/benefits); and partner Lina Dimachkieh and associate Andrew Mandelbaum (tax).

In the last year CoolSys has been involved in at least five acquisitions, the latest in June. Advised by the same V&E team, CoolSys acquired Richmond Refrigeration Services.

CAPITAL MARKETS

V&E Advises Cablevision Lightpath in $1.565B Debt Deals

Cablevision Lightpath, a provider of Ethernet, VoIP and other fiber-based communications networks, announced Sept. 29 an $865 million offering in two issues of senior notes, as well as a $700 million credit facility.

Vinson & Elkins represented the joint bookrunners in the issues — Goldman Sachs, RBC Capital Markets, Deutsche Bank Securities and Morgan Stanley.

The offering includes $450 million in 3.875% senior secured notes due 2027 and another $415 million in 5.625% senior notes due 2028.

V&E also represented Goldman Sachs Bank USA, RBC Capital Markets, Deutsche Bank Securities and Morgan Stanley, as joint bookrunners and joint lead arrangers, under the Company’s senior secured credit facilities in an aggregate principal amount of $700 million, comprised of a $100 million senior secured revolving credit facility and a $600 million senior secured term loan facility.

In addition, V&E represented the company on a $700 million credit facility that features a $100 million senior secured revolver and a $600 million term loan.

The V&E team was led by partners New York with support from London. But several Houston-based lawyers were involved, including private equity associate Caitlin Snelson, partner Wendy Salinas and associate Liz Snyder on taxes and partner David D’Alessandro and senior associate Heather Reynolds Johnson with ERISA advice.

Cablevision Lightpath is a New York-based subsidiary of Altice USA. The Company’s customers include companies in the health care, financial, education, legal and professional services, and other industries, as well as the public sector and communication providers, incumbent local exchange carriers, and competitive local exchange carriers.

Wendy Salinas and associate Liz Snyder were also part of essentially the same Vinson & Elkins team that provided tax advice on two other senior notes offerings: for El Corte Inglés, S.A., the leading department store in Spain, and Toronto-based First Quantum Minerals.

The notes included €600 million (US$703 million) of senior notes due 2024. The size of the offering was increased from the initially announced €400 million to €600 million. El Corte Inglés expects to close the sale of the notes on October 13 and will use the net proceeds from the sale of the notes for general corporate purposes, including repayment of debt.

El Corte Inglés is one of the largest multi-channel retail operations in the world, as well as one of the largest global real estate portfolios.

The First Quantum issue was for $1.5 billion of 6.875% senior notes due 2027. The offering includes an add-on to the original issue planned for $1.0 billion. The notes are priced at par.

The company intends to use the proceeds of the unsecured notes to pay off a $650 million revolving credit facility, as well as notes due in 2022.

Bracewell Advises in $125M Veritex Holdings Offering

The parent company for Veritex Community Bank, announced Oct. 1 pricing for its $125 million public offering of fixed-to-floating rate subordinated notes due 2030.

Veritex Holding Co. intends to use the proceeds of the offering for general corporate purposes, including debt reduction and support for capital levels at Veritex Community Bank.

Bracewell advised Veritex with a team led by Will Anderson with Joshua T. McNulty, Don J. Lonczak, Ian R. Brown and Caroline E. Ellis.

Keefe, Bruyette & Woods is the sole book-running manager for the offering. Stephens Inc. and Raymond James & Associates, Inc., are co-managers.

Founded in 2009, Dallas-based Veritex operates banking locations in the Dallas-Fort Worth and Houston areas. Veritex Community Bank is a Texas state chartered bank.

Kirkland Advises Peridot SPAC on IPO

Peridot Acquisition Corp., a special purpose acquisition company, announced Sept. 28, the closing of a $300 million IPO.

Peridot is an affiliate of Carnelian Energy Capital Management created to target businesses in the “smart” fields of environmentally sound technologies: electrification, clean fuel transportation, self-directed and autonomous mobility and related infrastructure, energy storage and efficiency, smart grid technology and renewable energy sectors.

Peridot’s shares began trading on the New York Stock Exchange under the ticker symbol “PDAC” on Sept. 24.

Peridot was led by capital markets partners Christian Nagler in New York, Debbie Yee and Cephas Sekhar in Houston, as well as associates Austin Elliott and Erin Eberle; transactional partner Allan Kirk and associate Zach Savrick; tax partners David Wheat and Steve Butler and associate Joe Tobias; and investment funds partners Matt Nadworny and Laura Stake.

UBS Securities and Barclays Capital Inc. acted as joint book running managers and Tudor, Pickering, Holt & Co. Securities acted as co-manager for the offering

Houston-based Carnelian is a private equity firm with $1.8 billion in equity commitments. Jeffrey Gilbert, the company’s COO, is also its general counsel. He’s a UT/UT Law grad, a former associate at Bracewell in Houston and a former reporter for the Houston Chronicle and Austin American-Statesman.

OTHER:

Winston Reps Diginex Limited

Diginex Limited, a Hong Kong headquartered digital assets financial services company, announced Oct. 1 that it closed a combination with the 8i Enterprises Acquisition Corp., a SPAC created in the British Virgin Islands. With a subsequent listing on NASDAQ, Diginex becomes the first company there with a cryptocurrency exchange: EQUOS.io. Winston & Strawn counseled Diginex with a New York/Hong Kong team that nonetheless included a couple of Texas lawyers: Associates John Niedzwiecki and Ben Smolij from Houston.

Allen Pusey

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

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