The Texas Lawbook

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CDT Roundup: 16 Deals, 11 Firms, 42 Lawyers, $2B

How’s this for irony: The U.S. is awash with private equity money at a time when deal activity is low.

According to Buyouts, U.S.-based private equity and mezzanine fund managers have attracted $274.9 billion so far this year, compared with $178.7 billion at the same time last year. 

That figure makes 2019 the biggest year ever for private equity fundraising in the U.S., surpassing the high of $238 billion back in 2017, according to data provider PitchBook.

Two of the biggest funds combined this year were from Blackstone, which raised $26 billion for its eighth flagship fund, and Advent International, whose ninth fund surpassed its $16 billion target by $1.5 billion, according to PitchBook.

More is coming before year-end: Los Angeles-based Platinum Equity is nearing $10 billion for its fifth flagship buyout fund, $2 billion more than was orginally expected last year; and Neuberger Berman’s Dyal Capital Partners and Blackstone are targeting a combined $13 billion for their own general partner stakes funds, PitchBook reported.

Wylie Fernyhough, a senior analyst at PitchBook, said that private equity firms are trying to amass capital because they can, not necessarily because they predict a crash in prices seen during the global financial crisis.

“General partners want to make money—for their limited partners and themselves—and they’ll raise as much as they can up to the point that they can still deliver on performance,” he said.

So with all this money floating around, where are the deals? S&P Global Market Intelligence reported that U.S. deal value in the third quarter was down 51.4% over the second and off 32.9% over a year ago. The firm assigned the blame to geopolitical events, economic worries, trade wars and the beleaguered oil and gas industry.

The U.S. still reigned as the number-one dealmaking country, generating 3,160 transactions worth $218 billion. Technology/media/telecom saw the most action followed by energy/utilities, industrials, health care and financials.

Could the flood of private equity money juice next year’s M&A activity? Investment bank and law firms – which are beginning to suffer from the lack of deals – are clearly hoping that’s the case.

In the Lone Star State, worldwide dealmaking involving Texas lawyers continued to slide last week in terms of value, to 16 transactions worth just shy of $2 billion – versus 15 deals valued at $3.82 billion the previous week and 18 transactions worth $6.2 billion this time last year.

Weekly Corporate Deal Tracker Roundup Stats

A compilation of weekly stats from The Lawbook's CDT Weekly Roundup
(Deal Values in Millions)
Week EndingDeal CountAmountFirmsLawyersM&A CountM&A Value $MCapM CountCapM Value $M
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

There were 11 M&A/private equity/venture capital deals worth $615 million and 5 capital markets transactions valued at $1.38 billion. Eleven law firms and 42 Texas lawyers handled the work, with the number of attorneys particularly low (the count is usually over 100). Celebrating Thanksgiving early?

M&A/PRIVATE EQUITY/VENTURE CAPITAL

Akin Gump advises AT&T on $500M sale of Game Show Network stake to Sony

Sony Pictures Entertainment, a unit of Japan’s Sony Corp., announced Nov. 18 that it acquired AT&T’s 42% stake in the Game Show Network for about $500 million, giving it 100% ownership.

AT&T’s in-house attorney on the deal was senior legal counsel Mitch Menezes in Dallas. Menezes received assistance from Akin Gump Strauss Hauer & Feld with a team led by corporate partner Tom Yang.

Other members were counsel Nick Houpt and associates Alyson Rotunda and Laura Lindsay Tatum in Dallas; tax partner Alison Chen in Houston and tax associate Michael Farrell in Dallas; and an attorney from its New York office on employee benefits (partner Rolf Zaiss).

Latham & Watkins lawyers in Los Angeles and New York represented Sony.

The price included $380 million for the equity stake and around $130 million in dividends.

The sale is part of AT&T’s strategy to sell non-strategic assets to pay down debt it took on from its $80 billion acquisition of Time Warner last year. The company sold its 9.5% stake in Hulu to Disney in April for $1.43 billion and its Puerto Rican and U.S. Virgin Islands wireless and wireline businesses to billionaire John Malone’s Liberty Latin American Ltd. in October for $1.95 billion.

The Game Show Network cable channel will continue to be managed by CEO and president Mark Feldman and carried on AT&T’s DirecTV. Sony said the deal will bolster its catalog of game shows and first-run series, including “Jeopardy!” and “Wheel of Fortune.”

Game Show Network programming includes “Deal or No Deal” and “Family Feud” along with classics like “The $25,000 Pyramid” and “Match Game.” It also has a collection of mobile games, including one based on “Wheel of Fortune.”

Morgan Lewis advises Sandvik on sale of most of Varel for $100M

Morgan Lewis said last week it advised Swedish engineering firm Sandvik on an agreement to sell most of its Varel International Energy Services business in Carrollton, Texas, to Blue Water Energy and Nixon Energy Investments for $100 million. Sandvik is keeping 30%.

The deal was led by partners out of the firm’s New York office with help from Houston partner Humberto Padilla and associate David Canales. White & Case represented Blue Water (Richard Jones in London).

Piper Sandler unit Simmons Energy was Blue Water’s financial advisor.

Sandvik offers tools and tooling systems for advanced metal-cutting, tools and solutions for the mining and construction industries and stainless steels, powder-based alloys and specialty alloys. Its customers are in the oil and gas, mining and industrial markets.

London-based Blue Water has been picking up other assets in energy-related areas, with portfolio company Excellence Logging buying surface data logging equipment, technology and associated contracts from Weatherford at the end of last year for $50 million. 

Nixon Energy is led by Jim Nixon, who previously was CEO of Varel and stayed on at Sandvik after it bought Varel.

V&E advises Pensa on $10M funding from Signia, ATX

Pensa Systems, an Austin developer of retail inventory tools, said Nov. 20 it raised $10 million in a round led by existing investors Signia Venture Partners and ATX Venture Partners.

Vinson & Elkins counseled Pensa, including partners Wes Watts and Paul Tobias and associate Vaughn Miller in Austin. The investors handled it internally without outside counsel.

Others providing funding were returning investors Commerce Ventures, Capital Factory and Revtech Ventures as well as retail industry veterans David Ritter, formerly head of the retail store practice at McKinsey & Co., and James McCann, who previously ran grocery operations at Ahold-Delhaize, Tesco and Carrefour.

Existing seed investors include ZX Ventures, the investment arm of Anheuser-Busch InBev, and Mick Mountz, the founder and CEO of warehouse automation robotics developer Kiva Systems (which was bought by Amazon), among others.

ATX managing director Chris Shonk joined Pensa’s board and McCann and Ritter joined the company’s advisory board, which includes Mountz; Tom Gruen, a pioneer in out-of-stock and category management analytics; and researchers in robotics and machine learning from Carnegie Mellon University and the University of Texas at Austin.

The new funds will be used to accelerate delivery and deployment of Pensa’s retail inventory visibility system, which uses advanced computer vision, patent-pending artificial intelligence and autonomous drones to see and understand what’s on store shelves. 

The system helps brands and retailers minimize stockouts (a situation in which an item is out of stock), optimize product planning and increase revenue. Pensa claims the system’s approach detects stockouts with 98%-plus shelf accuracy and is scalable across store locations. 

Pensa estimates that retailers lose an estimated $1 trillion in sales each year due to stockouts and that its system provides brands and retailers with an opportunity to improve store operations, adjust shelf assortments and optimize the supply chain to boost sales and profit margins.

Kastner Gravelle aids Active on $1.8M Cloudsnap investment with Mercury

Austin-based Cloudsnap announced Nov. 21 that it added $1.8 million in growth funding from Active Capital of San Antonio and the Mercury Fund of Houston and appointed former Rackspace executive Matt Bradley as CEO.

Active used Kastner Gravelle associate Mark Mallery on the funding and Cloudsnap tapped the Savvi Law Group in Utah (Dan Roberts). The funding brings the total investment in Cloudsnap to $4.1 million.

Cloudsnap is a managed automation platform that helps companies integrate their business applications. Founding CEO Rick Barkley will continue to lead the company’s product and technology vision as Chief Technology Officer.

Bradley most recently was chief strategy officer at Rackspace, which expanded from $500 million to more than $2.5 billion in sales, tripled its employee base and launched several new managed service products during his tenure.

Cloudsnap operates in what industry analysts define as the Integration Platform as a Service (iPaaS) market, which Gartner estimates is greater than $1 billion and expanding more than 50% per year. 

Cloudsnap integrates with nearly 100 business applications, has added 300 customers this year and is growing sales faster than 10% per month.

Pat Matthews is CEO and founder of Active Capital, which leads seed rounds for B2B SaaS companies outside of Silicon Valley. Mercury Fund is an early-stage venture capital firm with $275 million under management.

Latham, KRCL aid on Superior’s sale of plunger and gas lift unit to Endurance

Superior Energy Services has sold its plunger and gas lift business to Crestview Partners- and B-29 Investments-backed Endurance Lift Solutions for an undisclosed sum.

Latham & Watkins advised Superior, including partner Ryan Maierson. Superior’s in-house counsel includes general counsel Bill Masters in New Orleans and Jennifer Phan is assistant general counsel in Houston.

Kane Russell Coleman Logan counseled Endurance with a team led by director Gordon Russell in Dallas.

PPHB provided financial advice to Superior, including Ray Brown.

The business offers design, installation, service and repair of plunger lift systems and components, gas lift systems, packers and specialty downhole tools to oil and gas explorers and products throughout the U.S.

Founded in 2014, Endurance provides reciprocating rod lift, plunger lift, electric submersible pumps, gas lift, capillary services, artificial lift analytics and application design services to the oil and gas industry.

Sidley Austin aids Fortress on Central Maine & Quebec sale to Canadian Pacific

Sidley Austin said it represented Fortress Transportation and Infrastructure Investors on its sale of the Central Maine & Quebec Railway to Canadian Pacific Railway Co. for an undisclosed sum.

The deal was led out of the firm’s Washington, D.C., office but included associates Chris Folmsbee and Blake Longoria in Houston. McMillan was FTAI’s Canadian counsel (François Tougas).

The parties expect to close the transaction at the end of this year.

Central Maine & Quebec, or CMQ, owns 481 miles of rail lines primarily in Quebec and Maine. Canadian Pacific said the end-to-end transaction will provide customers with seamless, safe and efficient access to ports at Searsport, Maine, and to Saint John, New Brunswick, via Eastern Maine Railway Co. and New Brunswick Southern Railway, thus preserving and enhancing competition.

“This strategic acquisition gives CP [Canadian Pacific] a true coast-to-coast network across Canada and an increased presence in the eastern U.S.,” CEO and president Keith Creel said in a statement. “We are confident this transaction will bring benefits to all stakeholders moving forward.” 

Fortress is keeping ownership of Katahdin Railcar Services, a tank car cleaning and repair facility, and the contract to operate at a 12-mile branch line at its Long Ridge Energy Terminal in Monroe County, Ohio. Fortess plans to continue to develop and grow both businesses. 

“We are excited about this transaction as it brings value to our shareholders while ensuring that the CMQ continues to provide safe and reliable rail transportation options,” Fortress CEO Joe Adams said.

Shaleem Petroleum Buys Weatherford’s oilfield drilling business in Oman

Shaleem Petroleum Co. signed an agreement last week to acquire the oilfield drilling business of Weatherford Drilling International Holdings in Oman for undisclosed terms.

When completed, the purchase will include the transfer of all of the equipment relating to the business and more than 300 employees.

Weatherford’s in-house legal personnel who worked on the deal were Kyle L. Martin, associate general counsel for divestitures and acquisitions in Houston, along with legal counsel Vipul Dhingra in Mumbai, India, and legal counsel Catherine Jaskiewicz in Muscat, Oman.

The transaction only relates to sale of equipment and business of Weatherford Drilling International Holdings and doesn’t affect other operations of Weatherford in Oman other than the oilfield drilling business, Weatherford said. The company doesn’t plan to move out of Oman.

The agreement was signed by Sheikh Abdulaziz bin Salim Al Naqsh al-Mahri, Shaleem’s board chairman, and Peter Tan, a representative of Weatherford International – Oman, under the patronage of Mohammed bin Hamad Al-Rumhi, Oman’s minister of oil and gas.

Insight Equity buys CSAT Solutions from CAI Capital

Southlake-based Insight Equity said earlier this month that its protein processing affiliate Eddy Packing Co. acquired Carolina Pride Foods for undisclosed terms.

Based in Greenwood, South Carolina, Carolina Pride produces and sells pork, chicken, turkey, and beef products for retail and food service customers primarily in the Southeast. 

Eddy Packing CEO Jim Reed said in a statement that he’s been impressed by the strong customer relationships that Carolina Pride has developed in its core market.

Insight senior VP Luke Bateman said Carolina Pride’s broad product offering complements Eddy’s capabilities. Insight senior partner Eliot Kerlin said the acquisition provides Eddy with another strong regional brand and expanded processing capacity.

“The combination will support Eddy’s goals of becoming one of the nation’s premier protein processing companies,” Kerlin said.

Rob Conner joined Insight as general counsel in 2006. He previously worked with the private equity firm on its legal matters while he was at Hunton & Williams (now Hunton Andrews Kurth). 

The SMU-trained lawyer started his legal career at Worsham, Forsythe & Wooldridge, which merged with Hunton & Williams in 2002.

Insight has been busy on the deal front this year, buying CSAT Solutions from CAI Capital last month, selling Versatile Processing Group and Versatile Processing Group in September, acquiring Strauss Brands in August and buying Circuit Technology in February.

Lawyers at Willkie Farr & Gallagher outside of Texas represented CSAT and CAI on that deal with Brown, Gibbons, Lang & Co. working as their financial advisor.

Foley advises JMFA on sale to HKW

Middle market private equity firm HKW announced last week its acquisition of John M. Floyd & Associates Inc., or JMFA, a Houston-area provider of software and consulting solutions designed to optimize overdraft programs for regional/community banks and credit unions. 

Financial terms of the transaction weren’t disclosed.

Foley Gardere advised the target led by Houston corporate partner Eric Blumrosen. 

Others on the team were corporate partner Eunice Song, tax partner James Howard, corporate associate George Khalaf, labor and employment partner Jessica Mason, employee benefits partner Mike Abbott, intellectual property partner Terrell Miller, data security partner Peter Vogel and finance associate Eun Sung Lim. 

Taft Stettinius & Hollister counseled HKW (corporate partner Elijah Hammans was the lead). GulfStar Group provided transaction advisory to JMFA.

JMFA serves 350 regional/community bank and credit union customers with its overdraft privilege program and also provides vendor contract negotiation services. 

Indianapolis-based HKW said JMFA aligns with its focus on the business services sector focus within the tech-enabled business services subsector.

HKW lead transaction partner Luke Phenicie said he believes its partnership with JMFA can result in organic and strategic growth opportunities resulting from operational improvements, increased service offerings and expanded geographic reach. 

Chris Eline is a principal at HKW, which targets small to mid-size companies in the business services and health and wellness sectors. Since 1982, HKW has sponsored 61 platform transactions of lower middle-market companies throughout North America as well as 66 add-on acquisitions.

HuntonAK, Fenimore aid on Crossroads’ purchase of Rice’s First State Bank

Hunton Andrews Kurth said it advised Crossroads Systems Inc. on its purchase of Rice Banchares Inc., or RBI, owner of First State Bank in Texas.

The team included partner Peter Weinstock and counsel Jacque Kruppa, both in Dallas.

Fenimore, Kay, Harrison & Ford partner Robert Flowers in Dallas counseled RBI, whose First State Bank of Rice was founded in 1928.

Financial terms weren’t disclosed, but there will be preferred and bank common equity issuances to consummate the transaction.

First State Bank reported $150 million in assets and equity capital of $20.1 million as of Sept. 30. Regulators and RBI shareholders have to approve the deal.

First State Bank operates four full service banking locations in low to moderate income tracts in Dallas. It will be merged into Crossroads unit Capital Plus Financial with Capital Plus Financial’s affordable housing platform contained in a community development corporation of the bank. The combined entity will become a CDFI Bank and Minority Depository Institution.

The transaction expands Capital Plus Financial’s mission to serve low to moderate income census tracts across Texas and expand its products and services to the underbanked and unbanked. It also allows Crossroads to expand into new markets. 

Capital Plus Financial expects the transaction to immediately add to earnings. 

Crossroads CEO Eric A. Donnelly said in a statement that the deal provides immediate value accretion to its shareholders, predictability to the balance sheet with a platform for sustainable growth and the ability to lower its cost of capital. 

Marlin-backed Serenova buys ProScheduler

Serenova, an Austin portfolio company of Marlin Equity Partners, said Nov. 18 it bought ProScheduler, a Swedish provider of contact center workforce management software, from Almi Invest and MIC Invest for an undisclosed sum.

Julie Keller became Serenova’s director of legal this past May. The Seattle University-trained lawyer previously worked in the in-house legal departments of Indeed, Lighthouse and Razorfish, which was acquired by Microsoft.

With this technology added to its portfolio, Serenova said it will offer customers the ability to leverage their workforce investments through advanced and accurate scheduling, reducing staffing costs and improving return on investment.

ProScheduler will become part of Serenova’s contact center portfolio and will be integrated into the CxEngage platform in the first half of next year. 

Serenova is led by CEO John Lynch and ProScheduler is its second acquisition. It acquired TelStrat in 2017 and subsequently released its first product on that technology that is integrated into CxEngage.

CAPITAL MARKETS/FINANCINGS

Shearman advises initial purchasers on Cable Onda’s $600M notes offering

Shearman & Sterling said it advised Goldman Sachs, JP Morgan, BNP Paribas Securities, Morgan Stanley and Scotia as initial purchasers of Cable Onda’s Rule 144A/Reg S offering of $600 million of 4.500% senior notes due 2030.

Houston partner Manuel Orillac led the deal team, which was mostly in New York.

Founded in 1990 and part of Millicom International Cellular, Cable Onda provides residential Pay-TV, fixed broadband internet and fixed telephony in Panama. 

Cable Onda plans to use the net proceeds to repay the outstanding amount under an intercompany bridge loan facility with Millicom to finance the purchase of Telefónica Móviles Panamá and re-pay its and Telefónica Móviles Panamá’s debt.

V&E advises Reata Pharmaceuticals on its $505M folllow-on public offering

Vinson & Elkins said it advised clinical-stage biopharmaceutical company Reata Pharmaceuticals Inc. on its underwritten follow-on public offering worth $505.1 million.

The V&E corporate team was led in part by partner Robert Kimball in Dallas with assistance from associates Grace-Ann Duquette and Breanna Kelly. Partner Wendy Salinas and associate Jacob Wight advised on tax issues.

The deal involves 2.76 million shares of its Class A common stock, which included 360,000 shares under the underwriters’ purchase option, at a price to the public of $183 per share. 

Citigroup, Jefferies, SVB Leerink and Stifel were joint book-running managers for the offering and Baird, Cantor and Ladenburg Thalmann were co-managers.

Irving-based Reata plans to use the net proceeds for working capital and general corporate purposes, which could include advancing the development of bardoxolone methyl and omaveloxolone through clinical trials as well as preparing to file new drug applications for bardoxolone methyl (bardoxolone) to treat Alport syndrome and omaveloxolone to treat Friedreich’s ataxia.

The funds also could be used to plan commercialization of its potential products and making payments due under its agreement with AbbVie Inc.

Bardoxolone and omaveloxolone, which are Reata’s two most advanced clinical candidates, target the transcription factor Nrf2 that promotes the resolution of inflammation by restoring mitochondrial function, reducing oxidative stress and inhibiting pro-inflammatory signaling.

V&E advised New York Mortgage Trust on a $153M stock offering

Vinson & Elkins said it advised New York Mortgage Trust Inc., or NYMT, on an underwritten public offering of $153 million of its common stock. 

The corporate team was led out of New York but included senior associate Doug Lionberger in Houston.

The offering involved 25 million shares and a 30-day option for the underwriter to purchase up to an additional 3.75 million shares.

NYMT intends to use the net proceeds for general business purposes, which may include acquiring its targeted assets (single-family residential and multi-family credit investments); other types of mortgage-related and residential housing-related assets the company may target; and for general working capital purposes.

Shearman advises Mubadala Investment on $64M PIPE Transaction

Shearman & Sterling said it represented Mubadala Investment Co. on its $64 million purchase of 10 million shares of common stock of NextDecade Corp. in concurrent primary and secondary transactions.

The team was led in part by project development/finance partner Sarah McLean in Austin and included M&A associate Ryan Staine in Houston. K&L Gates counseled NextDecade with lawyers in Charlotte and Washington, D.C.

NextDecade will use part of the proceeds from the primary offering for development activities related to its Rio Grande LNG project and an associated 137-mile Rio Bravo pipeline to supply gas to the project.

Mubadala Investment is a sovereign investor managing a global portfolio aimed at generating sustainable financial returns for its shareholder, the Abu Dhabi government. The firm’s $229 billion portfolio spans five continents with interests in various sectors, including energy.

Latham aids WL Ross on Diamond S Shipping’s $63M offering by shareholders

Latham & Watkins said Houston partner Ryan Maierson represented WL Ross & Co. on Diamond S Shipping Inc.’s $63 million public offering by selling shareholders.

Diamond S Shipping used Seward & Kissel and Jones Day and Gibson, Dunn & Crutcher represented the selling shareholders.

The secondary offering includes more than 4 million shares of the company’s common shares by funds affiliated with First Reserve and 660,870 shares by funds affiliated with WL Ross & Co. as the selling shareholders. 

The selling shareholders expected to grant the underwriter a 30-day option to purchase up to 702,371 more common shares. Diamond S Shipping won’t receive any proceeds from the sale of common shares by the selling shareholders.

Diamond S Shipping Inc. owns and operates 66 vessels on the water, including 15 Suezmax vessels, one Aframax and 50 medium-range product tankers. The Greenwich, Conn.-based company is one of the largest energy shipping companies providing seaborne transportation of crude oil, refined petroleum and other petroleum products. 

UPDATE/OTHER:

Fort Worth-based Approach Resources Inc. is the latest troubled oil and gas producer to file for bankruptcy and plans to explore restructuring of its balance sheet or the sale of its business. The company received a commitment from its pre-petition lenders for $16.5 million in new money debtor-in-possession financing from reserve-based lenders. JP Morgan Chase Bank served as the offering’s administrative agent. Thompson & Knight is counseling the company, including partner Demetra L. Liggins and associate Anthony F. Pirraglia. Perella Weinberg Partners and Alvarez & Marsal North America are its financial advisors. Approach focuses on developing oil and gas reserves in the Permian’s Midland Basin in West Texas. It lost $13.6 million on sales of $14.7 million in the second quarter and had $407.2 million in debt, according to documents filed in a Houston bankruptcy court.

***

Hunton Andrews Kurth said Nov. 20 it’s representing Empire State Development, the chief economic development agency of the State of New York, in a $1.3 billion redevelopment of Belmont Park into a sports and entertainment destination. The Hunton Andrews Kurth team was led by Houston partner Mark Arnold.

The new 350,000-square foot retail and entertainment complex in Elmont will be the home of a 19,000-seat arena for the New York Islanders National Hockey League franchise and a 250-room hotel along with other entertainment, dining, retail, hotel and commercial office spaces. New York State approved the development in August and the 49-year lease and development agreement between the state and developer New York Belmont Partners was executed this fall after 12 months of negotiations.

New York Belmont Partners is a joint venture among the New York Islanders, Sterling Equities and the Oak View Group. Construction began in September and the developers expect the arena to cost $900 million and take 26 months to complete, with the Islanders expected to play in the new arena for its 2021-22 NHL season. The Long Island Rail Road put in a new station in Elmont.

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