The Texas Lawbook

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CDT Roundup: 15 Deals, 14 Law Firms, 117 Texas Lawyers, $3.2B

A few interesting trends in the private equity industry popped up last week. 

The Financial Times reported that some large private equity firms – including Carlyle, Bain and Vista – are charging performance fees above the norm, replacing the old “2 and 20” (2% management fee in exchange for 20% carried interest) with “1 and 30.” The last time this happened was during the go-go days before the 2008 financial cash, the newspaper said.

Another interesting data point: That the average holding period for private equity firms’ portfolio companies has shrunk to 4.5 years compared with 5.1 years in 2017 – the quickest turnaround in 10 years, according to Bloomberg, citing data provider Preqin.

Private equity firms also are able to raise funds at the fastest pace since the 2008 crash – 12 months versus 20 months in 2010, the FT reported, also citing Preqin. That hasn’t been the case with oil and gas-centric firms, however, with only seven funds focused on natural resources holding a final close this year, a five-year low, Preqin says.

So private equity funds are charging higher performance fees, getting out of their investments sooner and raising funds faster. Does that portend a bubble about to burst? Experts seem to be divided.

In Texas, dealmaking involving Texas lawyers continued apace, at least in terms of volume. There were 15 deals valued at almost $3.2 billion, versus 13 transactions worth $13.5 billion the previous week – thanks to four billion-dollar-plus deals – and 12 transactions worth $5.3 billion in the same week last year. 

There were 14 M&A/private equity/venture capital deals worth $3.16 with only one capital markets transaction valued at $40 million. 

Fourteen law firms and 117 lawyers were involved in the activity. Vinson & Elkins worked on three of the transactions while Baker Botts, Hunton Andrews Kurth, Kirkland & Ellis and Mayer Brown worked on two each. 

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
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

Sectors involved included energy, of course, as well as automotive, technology and consumer goods. Dallas billionaire Mark Cuban – always a headline grabber – invested in one of the venture deals.

M&A/PRIVATE EQUITY/VENTURE CAPITAL

Baker Botts, Kirkland aid on Murphy Oil’s $1.375B acquisition from LLOG

Baker Botts said April 23 that it advised Murphy Exploration & Production Co., a unit of Murphy Oil Corp., on its acquisition of oil and properties in the deepwater Gulf of Mexico for $1.375 billion in cash.

The sellers were LLOG Exploration Offshore and LLOG Bluewater Holdings, which partnered with the Blackstone Group on the properties. Reuters initially reported that the two expected more than $2 billion for the assets.

Erin Hopkins, the global projects partner who led the deal, said in the release that the acquisition is not only an important addition to Murphy’s offshore portfolio but highlights the renewed interest and confidence in Gulf of Mexico exploration.

Members of his Houston team included global projects senior associate Luke Burns and associates Alia Heintz, Marcella Lunn and Casey Povlika. Corporate partner David Peterman, litigation partners Bill Kroger and Scott Janoe and tax partners Derek Green and Ron Scharnberg also were part of the team.

LLOG’s attorneys were Jones Walker, with attorneys in New Orleans; and Gieger, Laborde & Laperouse, including Lambert Laperouse, who offices in New Orleans and Houston; and Andy Adams in Houston.

Kirkland & Ellis also weighed in, including corporate partners Rhett A. Van Syoc and Rahul Vashi, associates David Thompson, Tom Hillebrand, Michael Cline and Patrick Lingwall and tax partner David Wheat and associate Joe Tobias.

Scotia Capital (USA) Inc. was Murphy’s financial advisor while Barclays assisted LLOG.

The Gulf of Mexico assets produce 38,000 barrels of oil equivalent per day net. They are expected to add proved reserves of 66 million barrels of oil equivalent and proven and probably reserves of 122 million barrels of oil equivalent, 72% of which is oil.

The parties expect to close the transaction in the second quarter.

Additional contingent consideration payments may be made based on the following: up to $200 million if revenue from some properties exceeds certain contractual thresholds between 2019 and 2022; and $50 million after first oil is discovered from certain development projects. 

The acquired assets will be fully owned by Murphy and not part of MP Gulf of Mexico, which owns all of Murphy’s producing Gulf of Mexico assets.

The deal adds 26 Gulf of Mexico blocks to Murphy’s deepwater offshore footprint, including seven producing fields and four development projects with future start-ups in the Mississippi Canyon and Green Canyon areas.

As a result of the transaction, the Gulf of Mexico will make up 66% of Murphy’s daily production, up from 49%. Lease operating expenses for the acquired assets is $10 to $12 per barrel of oil equivalent 

Jones Day advises Global Oryx and Rivian on $500M Ford investment

Jones Day said April 24 it advised Global Oryx Co. Ltd., a unit of the Abdul Latif Jameel Cos., and Rivian Automotive Inc. on a $500 million investment from Ford Motor Co.

The team was led by Stephen Olson, who became partner in charge of the Houston office in January, and associate Alexandra Wilde, also of the Houston office.

Olson also worked on Amazon’s $700 million investment in Rivian in February.

Founded 10 years ago by MIT-trained engineer R.J. Scaringe, Plymouth, Mich.-based Rivian is an electric vehicle developer and potential rival to Tesla in the high-end market. 

The company plans to launch its battery-powered truck and sports utility models in the U.S. late next year, with its trucks able to travel about 400 miles on a single charge. 

Rivian unveiled the vehicles at the LA Auto Show in November featuring a “skateboard” platform that it claimed was flexible enough for different body types.

Mayer Brown aids John Hancock on $415M Duke renewable purchase

Mayer Brown said it represented John Hancock Life Insurance Co. U.S.A. on its $415 million acquisition of a minority interest in Duke Energy’s commercial renewable energy portfolio.

Corporate and securities partner Thomas Moore in Houston led the deal team, which included associate FFederica Castro. Day Pitney also worked on the transaction.

Hunton Andrews Kurth counseled Charlotte-based Duke with a group led by lawyers in Richmond, Va., but that included Houston tax partner Robert McNamara, Houston capital finance/real estate partner Mark Arnold, Dallas energy partner Tab Urbantke and Dallas corporate partner Gregory Schmitt.

Dallas energy associate Charles Baker and Houston corporate associate Ming Lei assisted the team. Duke used Morgan Stanley as its financial advisor.

The sale has to clear the Federal Energy Regulatory Commission, the Public Utility Commission of Texas and the Committee on Foreign Investment in the U.S. and is expected to close in the second half of this year.

The assets, which are owned and operated by Duke Energy Renewables, total 1.2 gigawatts of wind, solar and battery storage assets and are worth $1.25 billion, including project-level debt. 

The deal includes 49% of 37 operating wind, solar and battery storage assets and 33% of 11 operating solar assets across the U.S. John Hancock will have the right to acquire a minority interest in other wind and solar projects in the future.

Duke said as the assets’ majority owner, it remains committed to growing its commercial renewable energy business. The transaction will help fund the company’s growth capital plans with proceeds used to reduce future debt issuance needs. 

John Hancock and affiliate John Hancock Infrastructure Fund are part of Manulife Financial Corp.

Rob Caldwell is president of Duke Energy Renewables. Recep Kendircioglu is portfolio manager of the $2 billion fund and head of John Hancock’s infrastructure investments.

Kirkland, V&E advise on Northern Oil’s $310M Flywheel asset purchase

Kirkland & Ellis said it advised Northern Oil and Gas Inc. on its acquisition of Williston Basin properties of VEN Bakken, a unit of Kayne Private Energy Income Funds-backed Flywheel Bakken, for $310 million.

Corporate partners David Castro Jr. and Chad Smith, associates William Eiland and Isaac Bate, debt finance partner Mary Kogut Brawley and associates Eugenio Cardenas and Sunny Sikka led the deal team.

The group included corporate partners John Pitts and Drue Santora and associates Paul Knowlton and Mona Kwasnik; capital markets partner Matt Pacey and associates Bryan Flannery and Lance Hancock; environmental transactions partner Jonathan Kidwell and associate Ty’Meka Reeves-Sobers; and tax partner David Wheat and associate Joe Tobias. 

Vinson & Elkins advised Flywheel (formerly known as Valorem Energy) with a corporate team was led by partners Bryan Loocke and Mike Telle and senior associate Tan Lu. They were assisted by associates Mike Marek, Jeremy Tripp, Brittany Smith and Charlie Fitzpatrick. 

Also advising were partner Guy Gribov, senior associate Jason Blackmer and associate Erin Webb on finance; and partner Todd Way, senior associate Julia Pashin and associate Emily Fawcett on tax.

The price includes $165 million in cash, a $130 million 6 percent three-year senior unsecured note due in 2022 and 5.6 million shares of common stock. The parties anticipate closing the transaction by July 1.

The properties are expected to produce 6,600 barrels of oil equivalent per day through two streams in the second half of this year. The assets include 18,000 net acres containing 86.9 net producing wells, 2.7 net wells in process and 47.5 net undrilled locations.

Minneapolis-based Northern Oil expects the assets to boost earnings, cash flow per share and future drilling inventory and will strengthen its free cash flow profile.

Northern Oil is led by Brandon Elliott and CFO Nick O’Grady, who said the acquisition price came to less than 3.5 times cash flow. The company doesn’t anticipate accessing the public equity or debt markets for the transaction.

Seaport Global analyst John Aschenbeck said it’s another sizable and attractively priced acquisition for Northern Oil, which bought properties from Crestview Partners-backed W Energy Partners last summer for $292.8 million, its largest acquisition in its history. 

Faegre Baker Daniels was Northern’s legal advisor on that deal while V&E counseled W Energy.

V&E advises Riverstone on Onyx’ $224M power plant purchase from Engie

Vinson & Elkins said it advised Riverstone Holdings on Onyx Strategic Investment Management I’s purchase of coal- and biomass-fired power stations in Germany and the Netherlands from affiliates of Engie. 

The firm didn’t disclose terms, but Engie said the sale would reduce its net consolidated debt by $224 million.

Riverstone manages Riverstone Energy Ltd., which is backing Onyx along with Riverstone Global Energy and Power Fund VI and other Riverstone-managed vehicles.

The V&E corporate team was led by partner Trina Chandler with assistance from senior associates Matthew Greenberg and Jeannie Poland and associate Nettie Downs. 

Also advising were partner Doug Bland on energy transactions and projects; senior associate Matt Dobbins on environmental; partner Sean Becker on labor and employment.

Others were partner Stephen Jacobson and associate Gina Hancock on executive compensation and benefits; partner Jason McIntosh and associate Megan James on tax; and counsel Sarah Mitchell on litigation.

The assets involved have 2,350 megawatts of gross generation capacity in Rotterdam, Wilhelmshaven, Farge and Zolling. 

The deal includes two of Europe’s most recently constructed thermal plants, Rotterdam and Wilhelmshaven, which Riverstone says benefit from high efficiencies, environmental controls, low emissions profiles and the potential use of sustainable biomass. 

Riverstone aims for Onyx to be a critical provider of reliable power generation in Western Europe and to serve as a platform for future opportunities in the region.

Germany and the Netherlands plan to phase out coal-fired power over the coming years, with the Rotterdam plant facing a 2030 closure date set by the Dutch government, according to S&P Global Platts.

Riverstone has developed or owned 27 gigawatts of capacity and committed $4.9 billion of equity to the sector over the years, including 14 gigawatts of new renewable energy capacity across North America, South America, Europe and Asia.

In 2016 the private equity firm completed the take-private of Talen Energy and owns one of the largest independent power producers in the U.S.

Riverstone Co-Founders David Leuschen and Pierre Lapeyre Jr. said in a statement that the transaction provides its investing partners with an additional high quality, system-critical power generation portfolio.

The deal is expected to close in the second half of this year after regulatory approval.

Baker Botts aids on PBF Logistics’ $200M purchase of pipeline stake

Baker Botts said it counseled the conflicts committee of PBF Logistics’ general partner on its purchase of the 50% stake it didn’t own of Torrance Valley Pipeline Co. from PBF Energy Inc. for $200 million in cash.

The team included partner Mike Bresson and senior associate Jared Meier in Houston. Piper, Jaffray & Co. provided legal advice to the committee.

The partnership and PBF Energy anticipate closing the transaction in the second quarter. It plans to finance it with $135 million in gross proceeds from PBF Logistics’ over-subscribed registered direct offering of common units to institutional investors and a $65 million draw-down from its senior secured revolver.

The partnership said the deal immediately doubles its position in one of its core assets and is immediately accretive to distributable cash flow.  

Thomas Nimbley, who leads PBF Logistics and PBF Energy, said the transaction as well as organic growth efforts will help the partnership exceed near-term distribution growth funding requirements and execute its strategic plan without tapping public equity to fund growth capital through next year.

The target owns the 189-mile San Joaquin Valley Pipeline system, which has a throughput capacity of about 110,000 barrels per day. The system supplies PBF Energy’s Torrance refinery. 

PBF expects annual maintenance capital expenditures for the acquired interest to average around $1.5 million.

WSGR aids EverlyWell on $50M funding from Goodwater

Austin digital health provider EverlyWell said it raised $50 million in financing led by long-time investor Goodwater Capital with Highland Capital Partners joining. 

Next Coast Ventures, NextGen Venture Partners and SoGal Ventures also participated.

Wilson Sonsini Goodrich & Rosati partner Scott Craig counseled EverlyWell with assistance from associates Brandon Middleton-Pratt and Nicholas Haenel. Goodwater used Orrick out of California.

Eric Kim led the investment from Goodwater.

EverlyWell will use the funding to expand its digital platform and scale existing partnerships with leading brands like CVS and Humana.

The company offers 35 validated lab tests that start at $49 and include food sensitivity, fertility, cholesterol, sexually transmitted diseases and thyroid. Its mission is to provide consumers access to in-home lab tests to help them take control of their health.

Founder and CEO Julia Cheek said in a statement that Americans borrowed $88 billion to pay for healthcare last year and 65 million avoided treatment due to cost, citing a Well Health and Gallup survey. “As high-deductible plans become the norm, consumers are becoming discerning buyers who look for seamless, digitally-enabled experiences,” she said.

After two years in operation, EverlyWell claims 300% year-over-year customer growth. It recently hired former uShip chief technology officer Nick Parker as CTO, former Pinterest executive Jenifer Dasho as chief marketing officer and executive medical director Dr. Marra Francis. 

The company also appointed Dr. Robert Langer as head of its scientific advisory board. It claims that Langer is one of only four individuals receiving both the National Medal of Science and the U.S. National Medal of Technology and Innovation.

Upland Software acquires PostUp for $35M

Upland Software Inc. said April 22 it bought PostUp, a provider of email and audience development solutions for publishing and media brands, for $35 million in cash.

Pillsbury Winthrop Shaw Pittman advised Upland with a team led by Austin partner Steve Tyndall and including corporate associates Emily Ashby and Sandro Serra and executive compensation senior associate Justin Krawitz. 

Upland’s in-house team included general counsel Kin Gill and commercial counsel Max Harger. 

CoSine Group was PostUp’s financial advisor.

Upland said PostUp will add about $11 million in annual revenues, boosting its sales to $205 million per year, and contribute $5 million to Upland’s adjusted EBITDA once fully integrated.

Upland CEO Jack McDonald said in a statement that PostUp adds market expertise, audience development solutions and a media and publishing customer base to the company’s suite of software and that it’s pursuing additional opportunities to build out its solutions.

PostUp’s email and audience development software helps companies in the media and publishing sector develop and expand their audiences, drive deeper audience engagement and monetize their communications channels by generating new advertising and subscription revenue streams.

Jed Alpert, Upland’s general manager of CXM solutions, said PostUp’s capabilities establish audience identity through email capture, browser push and actionable insights from integration with Google Analytics data to create targeted audience segments. 

In conjunction with the acquisition, Upland took on $30 million in new term debt and drew down $10 million from revolver, taking its gross debt outstanding from $281.4 million to $321.4 million.

Upland expects revenue to reach between $202.4 million and $206.4 million this year, a 39.7% jump over last year. Adjusted EBITDA is expected to be between $73.7 million and $76.1 million, representing 41% growth.

The buyer said it provides seven enterprise cloud solution suites that enable one million users at more than 9,000 accounts to win and engage customers, automate business operations, manage projects and IT costs and share knowledge throughout the enterprise.

Wick Phillips advises Sure on $30M Access Dental purchase

Surge Private Equity acquired a majority stake in Access Dental and Lacosta Dental for $30 million.

The seller was Dr. Tien Phan, who is keeping a significant stake in the business. Corbel Capital Partners provided the financing for the purchase.

Wick Phillips counseled Surge, including partners Matt Zucker and Rob Schroeder and associates Patrick Rose, Kelly Wray and Isaac Brown, all of Dallas. Stradling Yocca Carlson & Rauth in California assisted the lender.

Surge said excess cash was placed on the balance sheet at close to immediately pursue de novo, or new, activity.

Launched in 2008, Access built up a growing network of community driven multi-specialty dental practices throughout Texas with nine locations, including in Austin, Port Arthur and Beaumont. It’s open six days a week with extended hours.

Tom Beauchamp led the deal at Surge, a Dallas private equtiy firm that seeks majority investments in growing businesses with $2 million to $7.5 million in EBITDA.

Corbel makes non-control investments in the form of structured debt or equity securities in profitable, lower middle-market businesses. It manages $450 million in institutional capital.

FBFK advises Stryve Biltong on $16.5M funding

Plano-based meat snack maker Stryve Biltong said it raised a $16.5 million Series B investment in a round led by Meaningful Partners, Pendyne Capital and Murano Group. 

Ferguson Braswell Fraser Kubasta’s Kyle Ferguson and Megan Thompson Fooshée in Plano counseled Stryve Biltong.

Stryve Biltong will use the funding to boost marketing and drive continued investment in talent and operations.

The company said it’s added new leadership, including CMO Jaxie Alt, 18-year consumer packaged goods veteran from Dr Pepper Snapple Group, and Peter Rahal, a founder of RxBar who joined the board.

Co-founder and chairman Ted Casey said there’s been increasing demand for “clean” protein snacks in the U.S. The company’s products don’t have sugar or additives and have high levels of protein.

The company’s other founders are former NFL first-round draft pick Gabe Carimi – who played for the Chicago Bears, the Tampa Bay Buccaneers and the Atlanta Falcons – and Joe Oblas, founder of nutritional supplement provider ProSupps, which North Castle Partners bought in 2016 for an undisclosed sum.

Casey was the founder of Dymatize, another supplements provider that was sold to Post Holdings in 2013 for undisclosed terms.

Synthesia raises $3.1M from LDV, Mark Cuban

Synthesia, a London-based developer of video synthesis technology, raised $3.1 million co-led by LDV Capital and Mark Cuban, who was an early investor in the company.

MMC Ventures, Martin Varsavsky’s VAS Ventures, TransferWise co-founder Taavet Hinrikus and advertising executive Nigel Morris also participated in the round.

Mark Cuban Cos. associate general counsel Adam Boyd said the company handled the matter in-house, as it does with almost all of Cuban’s venture capital work. He wouldn’t name the individuals.

Synthesia’s goal is to help customers to generate personalized and interactive video content for their audiences at a faster rate and at lower cost. In one of its videos, it features soccer star David Beckham speaking in nine languages to launch a “Malaria Must Die” campaign.

The company said it’s also working with governments and media organizations to create public awareness and develop security mechanisms to reduce potentially negative effects from synthetic media technologies.

Mayer Brown aids Petronas unit on Mexican oil block purchase from CNOOC

Mayer Brown said April 22 that it represented Petronas’ Mexico affiliate PC Carigali Mexico Operations on its purchase of a 30% participating interest in oil and gas Block 4 Cinturón Plegado Perdido off the coast of Mexico from China National Offshore Oil Corp. for undisclosed terms.

The Mayer Brown team was led by corporate and securities partner Francisco Méndez in the firm’s Mexico City and Houston offices with assistance from a banking and finance counsel in Mexico City.

The deal closed March 29, making it Petronas’ 10th block in the country. Mayer Brown said it’s actively represented Petronas on all of the transactions.

PE-backed XRI buys Fountain Quail Water Treatment

Midland-based XRI Holdings, a portfolio company of Morgan Stanley Energy Partners, said April 24 it acquired Fountain Quail Water Treatment of Irving from CSL Capital Management-backed Fountain Quail Energy Services for an undisclosed amount of cash and equity.

Sidley Austin represented XRI led by partner Tim Chandler.  His team included associates Alex Tanton and Jack Kelly, counsel Daniel Allison and associates Andy Chen and Colin Kavanaugh.

Winston partner David Lange counseled Fountain Quail with a team that included Matt Olson, Andrew Betaque, Jeff Cole, James Waters and Nick Gurguis.

Simmons Energy managing director Sanjiv Shah was Fountain Quail’s and CSL’s financial advisor.

Fountain Quail is a produced water treatment, recycle and reuse business with operations throughout the Permian Basin and other key producing basins across the U.S.

Members of Fountain Quail Water Treatment’s leadership team have joined XRI and will run its water treatment division, which will continue operating under the Fountain Quail name. 

XRI president John Durand said the acquisition will enhance its owned network of water midstream systems with full recycle and reuse capabilities.

XRI is led by CEO Matthew Gabriel while Fountain Quail is led by Kirk Trosclair.

PE-backed I&I Sales Group buys Cinpak

Industrial and Institutional Sales Group, an Osceola Capital portfolio company, acquired outsourced sales and marketing services provider Cinpak for an undisclosed sum.

Austin attorney Helen Edwards represented Cinpak.

Cinpak’s products include disposable take-out packaging, pizza boxes, cutlery, cups, plates, bowls, gloves, wipes, bags and buffet supplies. 

Cinpak is the third acquisition within the I&I platform, joining Henson Sales Group and Bull’sEye.

I&I now operates in 26 states from Maine to New Mexico, versus the 13 Mid-Atlantic states at the inception of its partnership with Osceola. It’s also broadened its product offerings from janitorial and sanitation to disposables, safety, equipment and supply products.

Tony Lasita is CEO and owner of Cinpak. Ben Moe is managing partner at Tampa-based Osceola, which has more than $100 million in capital under management. It focuses on making control investments in lower middle-market service companies.

CAPITAL MARKETS

HuntonAK, V&E advise on NGL’s $40M preferred units offering

Hunton Andrews Kurth said it was issuer’s counsel on NGL Energy Partners’ $40 million public offering of preferred units.

The team included partners Mike O’Leary and Henry Havre and associates Chris Adcock, Oliver Fankhauser, Marshall Heins, Garrett Hughey and Erin Kaufman, all of Houston. Partner Lisa Shelton weighed in on environmental matters out of Austin.

Vinson & Elkins represented the banks, including Morgan Stanley, RBC Capital Markets and UBS Investment Bank.

That team consisted of partner Mike Telle and associates Connor Long, Farah Chranya and David Bumgardner, all of Houston.

The offering closed April 2. It involved 9.625% Class C fixed-to-floating rate cumulative redeemable perpetual preferred units.

UPDATE/OTHER

Eversheds Sutherland said April 26 it advised Ball Corp. with two virtual power purchase agreements (VPPAs) – one wind and one solar – for a total of 388 megawatts of new renewable energy. 

Energy and infrastructure partner Ram Sunkara, who offices out of Houston and Atlanta, and counsel Joshua Belcher in Houston led the deal team.

Ball said the agreements will allow it to power all of the electricity load of its North American corporate, packaging and aerospace operations with renewable energy by the end of 2021. 

Ball also expects to cut its global Scope 2 greenhouse gas emissions by 50%, which it said is equal to removing 180,000 passenger vehicles from the road annually. 

***

Next Coast Ventures is targeting $150 million for its second fund, according to a filing with the Securities and Exchange Commission. The Austin venture capital firm, which is led by Thomas Ball, invests in tech companies. This past January it was part of an investor group that invested $25 million in AlertMedia.

***

Reuters is reporting that Royal Dutch Shell is in talks to buy BP’s stake in a North Sea Gas field for around $250 million, citing sources. It also reported that Noble Energy was seeking a buyer for pipeline affiliate Noble Midstream Partners, which has a market capitalization of $1.5 billion. 

***

Finally, in activist action, Wisconsin-based Global Value Investment Corp. has launched a proxy fight against aviation services provider the Bristow Group of Houston and nominated four directors to its board. 

They include Sten Gustafson, a former banker who has been CEO of Era Group and director at CHC Helicopter; Jonathan Meretsky, an attorney who has been managing director at Canada’s Merit House investment firm since 2009; Anthony Gray, former global compliance officer at Sikorsky Aircraft Corp.; and Jeffrey Geygan, president and CEO of GVIC. 

Geygan said Bristow’s current directors have overseen a “remarkable destruction of value” and that improvements at Bristow “are long overdue.” 

GVIC said it’s made several attempts to engage with Bristow’s management and board but has been ignored. The company previously said it was reviewing strategic and financial alternatives and may even consider bankruptcy.

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