The Texas Lawbook

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CDT Roundup: 15 Deals, 12 Law Firms, 84 Texas Lawyers, $6.47B

The Texas Lawbook has been writing a lot about the drop-off in dealmaking in the state so far this year. Newly released data shows that M&A also has slowed globally.

According to data provider Refinitiv, there were 8,765 deals between Jan. 1 and March 27, a 30.5 percent slide over the same period last year – and the lowest deal volume since 2005. Deal value, meanwhile, only reached $927 billion, a 17.1 percent drop over the $1.11 trillion worth of transactions inked in the same period of last year.

It’s worth noting, however, that 2018’s first quarter was the highest since 2000’s $1.13 trillion and the second highest over a 21-year period, so this year’s first quarter had a high hurdle to clear.

Consumer packaged goods and retail companies were doing fewer big deals last year. According to a new report by consulting firm A.T. Kearney, based on a proprietary analysis of M&A transactional data, mergers and acquisitions dropped from $392 billion in 2017 to $308 million in 2018, mostly due to a lower number of large transactions.

But based on a survey of more than 100 C-level executives, the firm predicts that 2019 will be a high-volume year in those sectors. It says that consumer and retail companies are looking to M&A to strengthen their portfolios and capabilities ahead of a potential slowdown in the economy, with smaller companies the chief targets.

“This trend will be driven by multiple factors, including a large supply of dry powder, falling asset prices, divestiture of non-core assets of strategic companies and a continuous search for growth through category expansion and investment in adjacencies,” the firm said.

A.T. Kearney noted the Keurig/Dr Pepper merger in Texas last year that created a diversified brand portfolio by marrying a strong “in-home” brand with a leader in the “ready-to-drink” market – and made it the third-largest nonalcoholic beverage company in the world

The year has already produced a sizeable deal in the packaged goods industry: Kellogg Co.’s $1.3 billion sale of its non-core cookies, fruit and fruit-flavored snacks, pie-crusts and ice-cream cones businesses to the Ferrero Group. So maybe A.T. Kearney is on to something.

Meanwhile, in Texas, dealmaking continues to hold steady, with 15 deals worth $6.47 billion announced last week versus 18 transactions valued at $6.45 billion the previous week. 

For all of March, there were 56 deals worth $24.89 billion compared with 61 transactions valued at $18.33 billion in the same month last year, continuing the trend of fewer agreements but at higher values.

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
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

Twelve law firms and 84 Texas lawyers worked on the past week’s deals, which amounted to 10 M&A/private equity/venture capital transactions worth $791.5 million and five capital markets transactions worth $5.677 billion.

Newly minted Vinson & Elkins partner Brittany Sakowitz – a member of the famed Sakowitz retail family in Houston – won the overachiever of the week award, working on three transactions valued at $365 million.

M&A/PRIVATE EQUITY/VENTURE CAPITAL

Kirkland aids Quantum’s HG Energy II on $400M asset sale to Diversified

Kirkland & Ellis said it advised Quantum-backed HG Energy II Appalachia on the sale of oil and gas properties to Diversified Gas & Oil Corp. for $400 million.

Corporate partners David Castro Jr. and Christopher Heasley and associate Morgan Moore in Houston led the deal team, which included environmental transactions partners Paul Tanaka, who offices out of San Francisco and Houston, and Houston associate Brett Nuttall; and tax partner Mark Dundon and associate Joe Tobias, both of Houston.

Maynard Cooper Gale in Birmingham, Ala., represented Diversified.

The assets include 107 unconventional gas wells in Pennsylvania’s and West Virginia’s Appalachian Basin. Altogether they produce more than 20,000 barrels of oil equivalent per day.

V&E advises Noble Midstream on $200M GIP investment

Vinson & Elkins said it advised Noble Midstream Partners on a $200 million equity commitment from Global Infrastructure Partners Capital Solutions Fund to fund capital contributions to Dos Rios Crude Intermediate.

Partner Shamus Crosby led the group with assistance from partner Brittany Sakowitz, associate Mike Marek, senior associates Danny McEntee and John Slaybaugh and associates Burke Wendt, Audrey Bartosh and Danny Wicoff. 

Specialists included partner Doug Bland on energy transactions/projects; and partner Todd Way, senior associate Julia Pashin and associate Christine Mainguy on tax.

Bracewell partners Tom Tomlinson and Lytch Gutman and associate Kathy Medford in Houston counseled GIP, along with Austin managing partner Timothy Wilkins and associate Daniel Pope.

Barclays Capital Inc. was Noble Midstream’s financial advisor.

Dos Rios is a new unit holding Noble Midstream’s 30 percent interest in the Epic Crude Pipeline. 

Half of the $200 million commitment was to be funded in the first quarter with the rest available for a year.

The preferred equity is perpetual and has a 6.5 percent annual dividend rate payable quarterly in cash. Payment can be deferred during the first two years after closing.

Noble Midstream also can redeem the preferred equity in whole or in part at any time for cash at a predetermined redemption price. GIP can request redemption six years after closing or five years after the pipeline is completed at a pre-determined base return.

The partnership plans to use the proceeds to repay part of the outstanding borrowings under its revolver that were drawn to fund the exercise of its option to invest in the pipeline.

CFO John Bookout said that the preferred equity allows the partnership to maintain a prudent balance sheet without issuing common equity as the pipeline progresses. He added that the pipeline and other recently announced joint ventures are crucial pieces in building a top Permian Basin midstream platform and deliver long-term value for unitholders.

The pipeline is being designed to carry oil from the Permian Basin and Eagle Ford to the Gulf Coast with the ability to be expanded. Interim service is expected in the third quarter and permanent service by January.

Noble Midstream is a growth-oriented master limited partnership formed by Noble Energy Inc. to own, operate, develop and acquire U.S. midstream infrastructure assets. GIP invests in infrastructure assets and businesses. 

V&E counsels Enviva Partners sponsor on $165M drop-down

Vinson & Elkins said it counseled Enviva Partners’ sponsor on the sale of its interest in Enviva Wilmington Holdings to Enviva Partners for $165 million.

Texas lawyers on the team were partner Brittany Sakowitz, partner Ryan Carney, of counsel Price Manford and associate Dan Henderson on tax; partner Ramey Layne and associate Brittany Smith on capital markets; and senior associate Daniel Hatch on energy transactions/projects.

Baker Botts counseled the conflicts committee of the board of the partnership’s general partner Enviva Partners GP, including partner Michael Bresson and associate Jared Meier on tax matters and partner Matthew Kuryla on environmental matters.

Bracewell partner William S. Anderson in Houston represented Evercore, the financial advisor to the committee.

The unit, which is the two parties’ first development joint venture, owns a wood pellet production plant under construction in Hamlet, N.C. It has a 15-year take-or-pay off-take contract to supply MGT Power Ltd.’s Tees renewable energy plant with nearly one million metric tons per year of wood pellets aftre a ramp period.

The partnership expected to complete the transaction by April 2.

Enviva also announced that it agreed to make the second and final payment for its October 2017 acquisition of a deep-water marine terminal in Wilmington, N.C., and begin the terminal services agreement to handle contracted volumes from the Hamlet plant.

The Hamlet transaction is expected to generate net income of $10.4 million to $13.4 million and adjusted EBITDA of $26 million to $29 million once the Hamlet plant and the MGT contract are fully up and running. 

Enviva chairman and CEO John Keppler said in a statement that the transactions should help the partnership deliver double-digit annual distribution growth along with higher coverage levels for the “foreseeable” future.

The sponsor plans to use the proceeds to build out its Pascagoula assets, which the partnership aims to acquire, Keppler added.

V&E advises on ActivTrak’s $20M in funding from Elsewhere

Vinson & Elkins advised on ActivTrak’s $20 million Series A financing round led exclusively by Elsewhere Partners.

The law firm’s team couldn’t be determined by press time.

Founded by Herb Axilrod and Anton Seidler, ActivTrak is a provider of cloud-based productivity monitoring software, helping companies improve employee performance, keep track of sensitive internal information and improve operational efficiency.

Austin-based Elsewhere – which is led by former Austin Ventures executives Chris Pacitti and John Thornton – invests primarily in B2B software startups outside of traditional venture capital hubs. 

Elsewhere said it was drawn to ActivTrak because of its 130,000 “freemium” users and 5,000 subscription customers, revenue growth and industry demand. 

As part of the investment, Elsewhere brought on software executives who could help expand and scale the company. They include Elsewhere operating advisors Rita Selvaggi as CEO and Josh Stephens as product strategy advisor. Selvaggi previously was chief marketing officer of AlienVault and senior VP of marketing at SolarWinds.

ActivTrak is moving its headquarters to Austin from Dallas, where it will keep an office.

Roberts Foster advises Linear Labs on $4.5M funding

Linear Labs said March 26 it closed a $4.5 million funding round led by Science Inc. and Kindred Ventures.

Other investors were Chris and Crystal Sacca, Ryan Graves of Saltwater Ventures, Dynamic Signal CEO Russ Fradin, Masergy Executive Chairman and former CEO Chris MacFarland along with Ustream co-founder Dr. Gyula Feher.

Ryan Roberts from Roberts Foster in Southlake counseled the company on the funding.

Linear Labs is a creator of next generation electric motors. The funding will be used to market its Hunstable Electric Turbine to the electric vehicle, scooter, robotics, wind turbine and heating, ventilation and air conditioning industries.

CEO Brad Hunstable said in a statement that automotive manufacturers are already looking at the technology as the solution to size, weight and range constraints. 

The motor uses multiple rotors and is able to adapt to conditions while in motion. It claims to produce two times the torque density, three times the power density, two times the output per given motor size and 10 percent more range. 

Linear Labs currently has 50 filed patents, 21 of which are issued.

The Fort Worth-based company was founded in 2014 in Texas by Brad and Fred Hunstable. 

Brad Hunstable is former CEO and founder of Ustream, a live-video streaming service that was sold to IBM in 2016 for $150 million. 

CTO Fred Hunstable previously led Ebasco and Walker Engineering’s efforts in designing, upgrading and completing electrical infrastructure, environmental and enterprise projects.

The two invented the technology while working to design a device capable of pumping clean water and providing power for small communities in underdeveloped regions of the world. 

The company recent hired president John Curry from KLA-Tencor and NanoPhotonics and vice president Jon Hurry, who previously was a technical representative for Tesla and Faraday Future and worked on General Motor’s hydrogen fuel cell program and at Lucid Motors.

Peter Pham led the investment from Science Inc.

JW, Kastner Gravelle counsel on FunnelAI’s $1.5M funding

Artificial intelligence-focused marketing and sales platform FunnelAI in San Antonio announced that it raised $1.5 million in funding with Active Capital leading the round.

Geekdom Fund, U.K.-based retail and consumer sector investor True and angels from San Antonio and Houston also participated.

FunnelAI’s legal counsel was Jackson Walker partner Stephanie Chandler in San Antonio and Active Capital’s legal counsel was Kastner Gravelle associate Mark Mallery in Austin.

FunnelAI uses artificial intelligence to turn social intent and web activity into prospects for businesses. It’s been focused on the auto industry, where it connects dealerships, automakers, e-commerce websites and auto financing and insurance companies with potential customers. 

The company was founded and is led by CEO Sri Kamma and chief strategy officer Suja Kamma. It counts BMW of Austin as a customer and topped $1 million in annual recurring revenue in November within 15 months of its 2017 launch.

Pat Matthews led the deal from San Antonio-based Active Capital while Mike Troy did so from the Geekdom Fund and Paul Cocker led from True.

Winstead advises KorMex on Taco Bell restaurant sale to Bessemer

Bessemer Investment Partners-backed Mas Restaurant Group paid an undisclosed sum for the assets of KorMex Foods, which operates 73 Taco Bell locations in the Houston area.

KorMex used Winstead partner Mark G. Johnson in Dallas for its outside counsel. Bessemer tapped lawyers at Akin Gump Strauss Hauer & Feld and Paul Hastings outside of Texas.

Trinity Capital’s Kevin Burke and Geno Orrico provided financial advice to KorMex on the sale. Trinity said it managed a “robust” auction process, assisted in negotiating the purchase and navigated complex franchisor approvals.

Bessemer said the sale offers liquidity to KorMex’s founders, who include Phil Rhee and Oscar Saavedra, and other selling shareholders and provides capital to support future growth through new store development and acquisitions.

The new management team consists of CEO Chad Motsinger, the former COO at KorMex; CFO Ben Walsh, former VP of finance planning and analysis at California Pizza Kitchen; and other executives previously with KorMex who keep a minority stake.

The sale included two co-branded KFC and six co-branded Pizza Hut Express locations in Houston and surrounding markets. 

Andrew Mendelsohn led the deal from New York-based Bessemer, a Phipps family investment vehicle formed in early 2018 to invest in lower middle market companies in industrials, business services, consumer products and services and insurance services.

V&E advises Coolsys management on sale to Ares

Vinson & Elkins said it advised the management team of Audax Capital-backed Coolsys Inc. on its sale to a fund managed by the private equity group of Ares Management Corp. for an undisclosed sum.

Partner Brittany Sakowitz led the corporate deal team, which included partner Joe Garcia on tax; partner Sean Becker and senior associate Christie Alcalá on labor/employment; and partner Stephen Jacobson and senior associate Kristy Fields on executive compensation/benefits.

Proskauer represented Ares with attorneys in Los Angeles who recently moved to Kirkland & Ellis.

Coolsys is the parent of market-leading refrigeration and HVAC companies nationwide. It will continue to operate under its current executive team, which will maintain a significant equity investment in the company.  

CEO Adam Coffey said in a statement that Ares’ additional support and resources will allow the company to pursue a more aggressive acquisition and expansion strategy.

Over the last three years, CoolSys has made eight acquisitions to expand its presence and reinforce its services in key geographic markets across the U.S. The company plans to continue its growth organically as well as through acquisitions.

The company expanded into a 27,000 square-foot headquarters in Brea, Calif., in 2017. It currently employs more than 2,000 employees nationwide and has 4,000 customers.

Matt Cwiertnia led the investment from Ares, a publicly traded global alternative asset manager with $130.7 billion in assets under management as of Dec. 31 and 18 offices globally.

Kinder Morgan sells stake in offshore crude oil export terminal to Enbridge

Houston pipeline operator Kinder Morgan sold its stake in a proposed offshore crude oil export terminal in the Gulf of Mexico known as Texas COLT to the project’s lead developer Enbridge for an undisclosed sum.

The company said it determined that continuing the project didn’t align with its strategic priorities given the ongoing commitment required to move it forward through the regulatory phase.

A Kinder Morgan spokeswoman wouldn’t provide in-house or outside counsel on the sale. 

Catherine Callaway James joined the company as general counsel in February, replacing James Curtis Moffatt, who died of cardiac arrest in December. She previously was general counsel of Dynegy.

Talos acquires the Antrim Discovery from ExxonMobil

Talos Energy said it acquired the Antrim project in the Gulf of Mexico’s Green Canyon Block 304 from ExxonMobil for an undisclosed sum.

Jim Gibson, assistant general counsel at Talos, worked on the deal. ExxonMobil also used in-house counsel. Bill Moss is Talos’ general counsel.

Exxon drilled an exploratory well in the prospect in 2017 that encountered hydrocarbons in a sub-salt Miocene reservoir. It subsequently sold the well and the lease to Talos for further appraisal and a possible development.

Talos plans to drill an additional well to further appraise the discovered resource. If the appraisal is successful, the company said it’s considereing a tie-back to the Talos owned and operated facility it acquired from Whistler in 2018. The lease expires in 2025.

In addition to a nominal upfront cash consideration payment by Talos, ExxonMobil will get an overriding royalty interest in the lease and a future cash payment 30 days after the completion of drilling operations on the first well or by the end of the third quarter of 2020, whichever comes first.

CAPITAL MARKETS

Latham, HuntonAK aid on Energy Transfer’s $4.21B in exchange offers

Latham & Watkins said it advised Energy Transfer Operating on exchange offers and consent solicitations worth $4.21 billion.

The Houston-based team led by partner Debbie Yee with associates Kevin Richardson, Dan Harrist, Caroline Ellerbe and Kate Wang.

Hunton Andrews Kurth counseled the underwriters with a team led by partners Jordan Hirsch and Mike O’Leary with partners Henry Havre, Robert McNamara, Tom Ford, Rob Taylor, O’Banion Williams and Lisa Shelton.

Hunton AK’s associates on the deal were Mike Hoffman, Chris Adcock, Michael Wright, Garrett Hughey and Erin Kaufman.

Energy Transfer Operating, formerly Energy Transfer Partners and a unit of Energy Transfer, previously announced offers to exchange all validly tendered and accepted senior notes of Energy Transfer for new Energy Transfer Operating notes.

As of March 22, about 97 percent of existing Energy Transfer Partners’ notes had been validly tendered and not validly withdrawn. 

The deal managers were Citigroup, JP Morgan and TD Securities.

Gibson Dunn counsels Valero Energy on $1B notes offering

Gibson Dunn & Crutcher said it advised Valero Energy Corp. on its public offering of $1 billion in 4 percent senior notes due 2029. 

The team included Houston partner Gerry Spedale and Houston associates Melissa Pick, Jordan Rex and Justine Robinson. Houston partner James Chenoweth advised on tax aspects.

Davis Polk & Wardwell in New York counseled the underwriters.

Valero plans to use the net proceeds from the offering for general corporate purposes, which may include the funding of the redemption of $850 million in 6.125 percent senior notes due 2020.

The joint book-running managers were Citigroup Global Markets Inc., J.P. Morgan Securities, Mizuho Securities USA and MUFG Securities Americas Inc.

Latham assists CNX Resources on $400M notes offering

Latham & Watkins counseled Pittsburgh-based CNX Resources Corp. on a cash tender offer to purchase up to $400 million out of $1.294 billion of its 5.875 percent senior notes.

The team included partners Jeffrey Muñoz, Nick Dhesi and David Miller and associates Caroline Ellerbe, Clayton Heery, Bryan Ryan and Monica White. 

The notes are due 2022. MUFG Securities Americas was the dealer manager of the offering.

Baker Botts aids agent in $62.9M Westlake placement

Baker Botts said March 27 that it represented Barclays Capital on a private placement for Westlake Chemical Partners.

The corporate team included partner Josh Davidson, senior associate Carina Antweil and associates Lakshmi Ramanathan and Steven Lackey.

Vinson & Elkins represented Westlake Chemical Partners, including Ramey Layne, Austin March, Mariam Boxwala and Key Hemyari. Ryan Carney, Price Manford and Neil Clausen assisted on tax matters.

The placement involves 2.94 million units representing limited partner interests for gross proceeds of $62.9 million, or $21.40 per common unit. 

The partnership plans to use the proceeds plus borrowings under its revolver to fund its obligations under the acquisition of an additional 4.50 percent limited partner interest in Westlake Chemical OpCo, increasing its limited partner interest to 22.8 percent. 

OpCo plans to use the proceeds it receives from the equity purchase to repay borrowings under its intercompany debt agreements with Westlake Chemical Corp.

Winston advises NexPoint on $4.58M IPO

NexPoint Hospitality Trust said March 29 that it completed its initial public offering of 917,700 units at $5 per unit, raising gross proceeds of $4.58 million.

Winston & Strawn worked on the deal for NexPoint, including Dallas partners Charlie Haag and Justin Reinus, who also has an office in Los Angeles. The associates were Melissa Kalka, Miles McDougal and Steven Franklin, all of Dallas.

Goodmans was NexPoint’s Canadian counsel and Baker McKenzie worked on U.S. tax matters. Blake, Cassels & Graydon represented Raymond James, which acted as agent for the offering.

The real estate investment trust was created to acquire a portfolio of 11 hospitality assets in the U.S., raise capital to acquire additional U.S. hospitality assets and own, renovate and operate its portfolio of income-producing hotel properties. It’s managed by NexPoint Real Estate Advisors VI, which owns 38.2 percent.

UPDATE

San Antonio-based radio broadcasting giant iHeartMedia said March 22 it’s considering an initial public offering or direct listing as part of its emergence from Chapter 11, which is expected by the end of June. In January the company won court approval to eliminate $10 billion of its $20 billion debt load. Liberty Media was among the company’s interested bidders but later abandoned its plan to buy a 40 percent stake. General counsel Robert Walls chose Kirkland & Ellis and Jackson Walker to guide it through its restructuring, including JW partners Patricia B. Tomasco and Matthew D. Cavenaugh and associate Jennifer F. Wertz in Houston. Bain Capital Partners and Thomas H. Lee Partners bought iHeartMedia in 2008 for $26.7 billion.

***

Madison Dearborn Partners paid an undisclosed sum for a majority stake in Lightspeed Systems, an Austin-based provider of web filtering and mobile device management software for the K-12 education market. Kirkland & Ellis counseled Madison Dearborn while DLA Piper assisted Lightspeed, but alas, the lead lawyers weren’t in Texas. William Blair & Co. was Lightspeed’s financial advisor and GSV Advisors was Madison Dearborn’s strategic advisor.

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