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The Texas Lawbook

Free Speech, Due Process and Trial by Jury

  • Appellate
  • Bankruptcy
  • Commercial Litigation
  • Corp. Deal Tracker/M&A
  • GCs/Corp. Legal Depts.
  • Firm Management
  • White-Collar/Regulatory
  • Pro Bono/Public Service/D&I

CDT Roundup: 16 Deals, 12 Firms, 137 Lawyers, $12.1B

February 14, 2023 Claire Poole

The U.S. markets went wild for the initial public offering of Freemont, Calif., solar-seeking software maker Nextracker, which upsized both the offering size (by more than 14%) and the per-share price (from the $20 to $23 range to $24).

The issue began trading Feb. 9, shooting up 26% and signifying the year’s biggest IPO to date. Nextracker will bring in $638 million, $738 million including the over-allotment option.

Indeed, there’s some hope for IPO’s, which logged the worst year last year in a decade, according to a report by Fidelity Investments. There were just 71 IPOs closed last year for a paltry $7.7 billion in proceeds.

The reasons are many. For one thing, the stock market fell by 20 percent, according to the report. Second, tech stocks, which typically account for a big chunk of IPOs, were among the worst-performing sectors in 2022. And finally, and perhaps most importantly, rapidly rising interest rates had substantially raised the cost of borrowing that helps finance deals.

“Add in competition for investment capital from existing SPACs, many of which sprung up during the blockbuster 2021, and you had an environment that made for an extraordinarily difficult year for IPOs,” Fidelity said.

As the IPO market attempts to rebound, there are some factors that may point to a better year for IPOs in 2023, the report said. First off, markets have had a positive start and IPO performance has broadly improved: The Renaissance Capital IPO ETF has surged 25 percent year-to-date. Also, many economists expect the Fed to slow the pace of rate hikes. 

Some well-known companies could go public this year, including several that postponed last year, according to Fidelity. Among them: fintech firm Stripe, grocery delivery service Instacart, enterprise software company Databricks, message board operator Reddit, video game developer Epic Games, short-form video platform TikTok and Vietnamese automaker VinFast.

Among the companies that have filed for U.S. IPOs this year: Austin-based oilfield services firm Atlas Energy Solutions Inc., advised by Vinson & Elkins, and Washington, D.C.-based restaurant chain Cava Group, which bought Plano-based Zoe’s Kitchen in 2018 for $300 million, taking it private.

So far this year, there have been some IPOs in the Lone Star State: TXO Energy Partners raised an initial $88 million in its issue, the first IPO of a master limited partnership taxed as a partnership since 2017. (Texas lawyers from Latham & Watkins represented TXO and Baker Botts counseled the underwriters).

SPAC AlphaTime Acquisition also priced its $60 million IPO, with Texas lawyers from Winston & Strawn advising the issuer. Sign of the times.

For the week ending Feb. 11, there were 16 deals reported at a total value of $12.1 billion. That compares quite favorably to the prior week: 17 deals for $8.1 billion; and even more favorably with the same week last year: 12 deals for $2.3 billion.

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

M&A/FUNDINGS

CVS Health acquires Oak Street Health for $9.47B

Deal Description: CVS Health announced Feb. 8 it will acquire Chicago-based Oak Street Health in an all-cash transaction at $39 per share, representing an enterprise value of about $10.6 billion. The equity value of the deal is around $9.47 billion. Newlight Partners and General Atlantic and members of the Oak Street’s board, which owns around 45 percent of the common stock, agreed to vote their shares in favor of the transaction. Oak Street is a multi-payor, value-based primary care company helping older adults stay healthy and live lives more fully. Half of its patients have a housing, food or isolation risk factor. Oak Street employs 600 primary care providers and has 169 medical centers across 21 states. Its technology solution, Canopy, is used when determining the type and level of care for each patient. Oak Street CEO Mike Pykosz will continue to lead the company, which will become part of CVS’s recently formed health care delivery organization. By 2026, Oak Street will have 300 centers with the potential to contribute $7 million each representing $2 billion of its EBITDA. CVS projects $500 million in synergy potential over time, enhancing its long-term adjusted operating income growth.

Expected Closing: 2023

CVS’ Financial Advisors: Credit Suisse Securities and Lazard

CVS’ Outside Counsel: Shearman & Sterling led by partners Dan Litowitz and Derrick Lott in New York but including litigation partner K. Mallory Brennan in Houston and New York and litigation associate Cole Pritchett in Austin and M&A associate Kyle Park in Dallas; Dechert and McDermott Will & Emery also provided legal advice

Oak Street Health’s Financial Advisor: Centerview Partners

Oak Street Health’s Outside Counsel: Kirkland & Ellis led by partners David Klein, Daniel Wolf and Josh Ayal in New York but including executive compensation partners Stephen Jacobson and Stephanie Jeane in Houston and associate Karsten Busby in Dallas

Flowserve buys Velan for $245 million

Deal Description: Flowserve Corp., a provider of flow control products and services for infrastructure markets, announced Feb. 10 it agreed to buy Velan Inc. in an all-cash transaction valued at $245 million (C$329 million), including all of the issued and outstanding Velan equity for $209 million (C$281 million) and the assumption of $36.3 million (C$48.9 million) in debt as of Nov. 30. Flowserve will also assume Velan’s $31.4 million of cash and cash equivalents as of Nov. 30. Founded in Montreal in 1950, Velan makes industrial valves with a presence in the nuclear, cryogenic and defense markets. Velan is a family-controlled business, with 1,650 employees and manufacturing facilities in nine countries. Through its fiscal third quarter ended Nov. 30, Velan reported trailing 12-month revenues of $380 million with reported EBITDA of $21 million. Upon deal completion, Velan will become part of Flowserve’s flow control division segment. The additional scale, footprint consolidation and procurement opportunities are expected to result in synergies and increase Flowserve’s aftermarket potential based on the installed base of Velan products and the network of Flowserve’s Quick Response Centers. Flowserve expects to realize $20 million (C$26 million) of run-rate cost synergies within two years after close. Including synergies, the economics imply an EBITDA multiple of less than 7x.

Expected Closing: By the end of Q2 2023 if it clears Velan shareholders and regulators

Flowserve’s Financial Advisor: Citi

Flowserve’s Outside Counsel: Baker McKenzie led by corporate partners John Quattrocchi in Dallas and Nancy Hamzo and David Palumbo in Toronto, along with Jonathan Farrokhnia, Sarah Rosales and Roger Bivans. Arvind Miriyala advised on antitrust issues, Lane Morgan on tax and Heiko Burow on IP concerns.

Velan’s Financial Advisor: BMO Capital Markets

Velan’s Outside Counsel: Davies Ward Phillips & Vineberg

Special Committee’s Outside Counsel: Norton Rose Fulbright Canada

Velan Holding’s Outside Counsel: McCarthy Tetrault

Fairness Opinion to Special Committee/Board: Richter

RealWear combines with SPAC Cascadia

Deal Description: RealWear Inc., an industrial wearable technology solution provider, and Cascadia Acquisition Corp., a special purpose acquisition company, announced Feb. 6 they agreed to combine, which would make RealWear a publicly traded company. The merged entity will be named RealWear and is expected to trade on the Nasdaq. The transaction needs the approval of the shareholders of RealWear and CCAI. A sufficient number of RealWear shareholders have already agreed to the buyout. The combined company is expected to have a post-transaction enterprise value of $375.5 million. CCAI has $150 million of cash in trust and up to $35 million of additional financing is planned. The net proceeds will be used to support RealWear’s strategic growth and corporate initiatives, including hiring more employees for product development and cloud engineering, expanding contract manufacturing capabilities, accelerating sales channel penetration and pursuing additional industry verticals. RealWear’s assisted reality tools enable frontline professionals to view, communicate and share documents, diagrams, photos and video while keeping their hands and field-of-view free for the work. RealWear devices are designed to withstand and perform in the harsh, often challenging environments.

Expected Closing: H2 2023

CCAI’s Financial Advisor: Cascadia Capital

CCAI’s Outside Counsel: Perkins Coie

RealWear’s Outside Counsel: Latham & Watkins led by Houston partners Nick Dhesi and Ryan Maierson with Houston associates Bryan Ryan, Ziyad Barghouthy, Haley Sandoval and Rebekah Bingham. Other Texas members on the team included, on tax matters, Houston partners Bryant Lee and Jim Cole with Houston associate Michael Rowe, and on environmental matters by Houston associate Joseph Kmetz.

Atmosphere raises $65M led by Sageview, Valor, S3

Deal Description: Austin-based Atmosphere, which streams TV entertainment for businesses, announced Feb. 7 a new $65 million Series D funding round led by Sageview Capital, Valor Equity Partners and S3 Ventures. The round follows an $80 million Series C financing led by Sageview completed in December 2021. Atmosphere’s announcement comes as the company has doubled its customers in 2022. Its free ad-supported streaming TV platform provides short-form, audio-optional programming to 60 million viewers per month across 50,000 restaurants, bars, gyms, doctor offices and other establishments worldwide, including Burger King, Texas Roadhouse, Meineke and Snap Fitness.

Atmosphere’s Outside Counsel: Latham & Watkins led by Austin partner Scott Craig with associates Chen Zhang and Cecilia Turchetti

Notes: Craig also advised Atmosphere when it attracted the financing from Sageview.

Hawthorne’s HWN Energy closing two acquisitions

Deal Description: Carnelian Energy Capital Management-backed Hawthorne Energy, through its Canadian subsidiary HWN Energy Ltd., announced Feb. 6 the closing of two large complementary asset acquisitions in Central and Northern Alberta. Terms and sellers weren’t disclosed. HWN said it will now have a substantial, low decline production base of 15,000 barrels of oil equivalent per day with significant reserve value and cash flow generation capacity. The company’s land base includes 667,000 largely held-by-production net acres with an inventory of light oil drilling opportunities in the Dunvegan, Cardium and other Cretaceous zones of interest. Both acquisitions include infrastructure in place to accommodate future development.

HWN’s Credit Partners/Financial Advisors: ATB Capital Markets, CIBC Capital Markets and BMO Capital Markets

HWN’s Outside Counsel: Gibson, Dunn & Crutcher led by partner Michael Piazza and including of counsel Adam Whitehouse and associates Graham Valenta, Samantha Astrich and Hayden Theis and partner Shalla Prichard and associate Phil Chang on financing; Lawson Lundell also provided advice

Notes: While at Willkie, Piazza advised John Oberg and Marc Shatzer when they formed Hawthorne and the company attracted an undisclosed amount of funding from Carnelian in 2020.

Yokogawa Electric acquires Fluence Analytics

Deal Description: Locke Lord said Feb. 6 the firm advised Yokogawa Electric Corp. on its acquisition of Fluence Analytics, a U.S.-based startup that provides real-time analytics solutions to polymer and biopharmaceutical companies worldwide. Terms weren’t disclosed. Fluence Analytics will integrate its operations with Yokogawa’s business and further enhance its technological capabilities. 

From Locke Lord: The team was led by Jennie Simmons and Kevin Peter, both of Houston, and included Matt McKenna, Ashley Lopez, Ed Razim, Emily Howard, Buddy Sanders, Laura L. Ferguson, Nick Dickerson, Case Towslee, Kathleen Laird and Brendan O’Leary (all of Houston) and Ziwen Zhu (Atlanta).

Merchants Metals buys C&D Scrap

Deal Description: Chamberlain Hrdlicka said Feb. 7 a Houston-based team represented Merchants Metals Recycling II CD on its acquisition of C&D Scrap Metal Recyclers Co. Inc. Terms weren’t disclosed. Merchants is an owner-operator of industrial facilities in the Gulf Coast region, including investments in metal recycling facilities, vehicle storage facilities and collision centers. C&D Scrap Metal has been a recycler in the Houston area for more than 40 years.

From Chamberlain Hrdlicka: The team was led by Habeeb “Hobbs” Gnaim, Houston shareholder and practice chair of the tax planning and business transactions group, with assistance from Michael Overstreet (tax planning/business transactions), Umair Karowadia (tax planning/business transactions), Matthew Stirneman (banking/finance), Jack Najarian (real estate) and Aly Dossa (intellectual property)

RBC acquires OJO Canada

Deal Description: Royal Bank of Canada announced Feb. 7 that it acquired OJO Canada, the Canadian operations of U.S.-based real estate technology company OJO Holdings Corp. OJO Canada helps consumers through the home buying journey by providing a search experience, on demand access to industry experts and the support of financial resources. OJO Canada aims to make the home ownership process more accessible to more Canadians. RBC said the Canadian housing market continues to be impacted by rising interest rates and evolving economic conditions that are creating new opportunities and challenges for Canadian home buyers.

OJO’s Outside Counsel: Vinson & Elkins led by partner Wes Jones and senior associate Austin White with assistance from associate Christina Wu. Also advising were partners David Peck and Natan Leyva and counsel Peter Rogers (tax); partner Michael Kurzer and associate Alexa Chally (technology transactions); partner Becky Baker (employment/labor); and partner Shane Tucker (executive compensation/benefits).

Boasso, Quala merge

Deal Description: Boasso Global Inc. and Q Super Holdings Inc., known as Quala, announced Feb. 9 they agreed to merge their complementary businesses to create one of the top infrastructure services solution providers for the liquid bulk logistics industry. Terms weren’t disclosed. The transaction is supported by a new investment from Boasso’s majority shareholder, KKR, through its KKR Global Infrastructure Investors IV fund. Under the terms, KKR will inject further growth capital into Boasso to facilitate the merger with Quala via a purchase of shares from Advent International and invest in the strategic combination of the two businesses. Quala is one of the North American leaders in liquid bulk container cleaning and maintenance services, including tank trailers, ISO, or International Organization of Standardization, tank containers, railcars and intermediate bulk containers. Boasso provide infrastructure services for the ISO tank container industry in North America and Europe.

Expected Closing: H1 2023

Boasso/KKR’s Outside Counsel: Simpson Thacher & Bartlett including, from Houston, M&A partners Shamus Crosby and Breen Haire and associates Ana Sanchez, Eduard Popov, Andrew Kingsbury, Carla Luna and Carl Stenberg

Boasso/KKR’s Financial Advisor: Citi

Quala/Advent’s Outside Counsel: Weil Gotshal & Manges including partner Ramona Nee and counsel Michael Messina in Boston

Quala/Advent’s Financial Advisors: Credit Suisse and Bank of America

Trillium Flow Technologies buys Coulter Valve Service

Deal Description: First Reserve-backed Trillium Flow Technologies announced Feb. 8 the acquisition of Coulter Valve Service, a valve field services provider. Terms weren’t disclosed. CVS specializes in on-site nuclear and commercial maintenance, repair and modifications for main steam isolation, feedwater check and free flow reverse check valves for major utilities across the U.S. Trillium said the acquisition strengthens its aftermarket business in North America and expands its global nuclear and commercial service capabilities. Founded in 1998 by Felix Coulter, CVS has been a partner of Trillium for many years.

Trillium’s In-House Counsel: General Counsel Mehgan Wichuk and assistant general counsel Anna Boureiko in Houston

Trillium’s Outside Counsel: Morgan Lewis including partner Sameer Mohan and associate Tara McElhiney in Houston

Notes: Mohan also assisted Trillium with its acquisition of Termoneccanica Pompe last year.

Weaver buys CFAI

Deal Description: Weaver, a Texas-based national accounting and advisory firm, announced Feb. 1 it acquired Columbia Financial Advisors Inc. for undisclosed terms. The transaction expands Weaver’s presence along the West Coast and continues the emergence of its valuation services unit as a national practice. CFAI’s Arlene Ashcraft and Donny Springer join the firm as partners in the unit. CFAI’s founders and former owners, Kathryn Aschwald, Mary McCarter and Donna Walker, will remain involved as advisors and mentors and directly on select engagements. Founded in 1992 in Portland, Ore., CFAI is a nationally recognized business valuation firm with a focus on employee stock ownership plan-owned companies. The firm has decades of experience with ESOP formation and exit transactions and annual valuation updates. Working with closely held companies, large privately held businesses, publicly traded companies and high-net-worth individuals, CFAI also provides trust and estate, transactional and valuation-related dispute support.

Weaver’s In-House Counsel: Frank McElroy, general counsel and chief risk officer

  

CAPITAL MARKETS/FINANCINGS

Waste Management prices $1.25B senior notes offering

Deal Description: Waste Management Inc. announced Feb. 8 the pricing of its public offering of $1.25 billion of notes. They include $750 million in 4.625 percent senior notes due 2030 and $500 million in 4.625 percent senior notes due 2033. The company plans to use the net proceeds to repay borrowings under its commercial paper program used for working capital, which is supported by its $3.5 billion revolver; to repay $500 million of its outstanding 2.40 percent senior notes when they mature in May 2023; and for general corporate purposes. The senior notes offering was expected to close on Feb. 15.

Waste Management’s Outside Counsel: Baker Botts including, from Texas, corporate partner Clint Rancher, special counsel Lakshmi Ramanathan and associates Parker Hinman and Talha Chaudhry; finance partner Clint Culpepper; environmental special counsel Aileen Hooks and associate Katie Windle, labor and employment partner Jennifer Trulock; employee benefits senior associate Gabriela Alvarez; and tax partner Jon Lobb and associate Phillip Clifton

Underwriters’ Outside Counsel: Gibson, Dunn & Crutcher led by partner Hillary Holmes and including associates Malakeh Hijazi, William Bald and Abby Joens-Witherow

GardaWorld completes $400M offering of senior secured notes

Deal Description: Simpson Thacher & Bartlett said Feb. 6 the firm represented Garda World Security Corp. in an offering of $400 million in 7.75 percent senior secured notes due 2028. The offering closed Jan. 30. GardaWorld plans to use the net proceeds to repay outstanding amounts on its senior secured revolving credit facility; for general corporate purposes, which may include acquisitions; and to pay related fees and expenses in connection with the offering. GardaWorld provides security services, integrated risk management and cash solutions, employing 132,000 professionals.

From Simpson Thacher: Ken Wallach, Brian Rosenzweig, Evan Zuckerman, Alexander Suh and Braxton Pitts (capital markets); Adam Shapiro and Leah Nudelman (credit); Jonathan Pall (collateral); Sophie Staples, Jonathan Cantor and Scott Grundei (tax); Jeannine McSweeney and Jeanne Annarumma (executive compensation/employee benefits); Courtney Welshimer and Melanie Jolson (intellectual property); and Michael Isby (environmental).

Nine Energy Service raises $300M in unit offering

Deal Description: Simpson Thacher & Bartlett said Feb. 6 it advised the underwriters, led by J.P. Morgan Securities, on the offering by Nine Energy Service Inc. of 300,000 units, or $300 million, with each unit consisting of $1,000 in Nine’s 13 percent senior secured notes due 2028 and five shares of Nine’s common stock. The firm also represented JPMorgan Chase Bank as arranger and administrative agent in connection with the amendment and extension of Nine’s existing asset-based revolving credit facility. The offering closed Jan. 30. Nine used the net proceeds, together with borrowings under its ABL and cash on hand, to redeem all of its outstanding 8.75 percent senior notes due 2023 and pay fees and expenses associated with the refinancing transactions. Nine is an oilfield services company that offers completion solutions in North America and abroad. It is based in Houston with operating facilities in the Permian, Eagle Ford, Scoop/Stack, Niobrara, Barnett, Bakken, Marcellus, Utica and Canada.

From Simpson Thacher: David Azarkh, Brian Rosenzweig, Richie Ragusa, Braxton Pitts and Alexandra Speiss (capital markets); Brandan Still, Erland Modesto and Brandon Barton (banking and credit); Jon Pall (UCC); Jon Cantor and Ruoxi Zhang (tax); Courtney Welshimer, Bobbie Burrows and Mark Natividad (intellectual property); Alan Fenyes (ECEB); Jennie Getsin (Blue Sky); and Tim Mulvihill (environmental).

Cactus pulls in $172.5M in stock offering to fund FlexSteel purchase

Deal Description: Simpson Thacher & Bartlett said Feb. 6 that it represented the underwriters, led by J.P. Morgan Securities, in an offering by Cactus Inc. of around $172.5 million of common stock. The shares are listed on the New York Stock Exchange. Cactus intends to use the net proceeds to finance a portion of its previously announced acquisition of FlexSteel Technologies Holdings Inc. Cactus designs, manufactures, sells and rents wellhead and pressure control equipment, principally for onshore unconventional oil and gas wells. The equipment is used during the drilling, completion and production phases. It also provides field services for its products and rental items to assist with the installation, maintenance and handling of the wellhead and pressure control equipment. Cactus operates service centers throughout the U.S. and Australia while also providing equipment and services in select international markets. FlexSteel designs, manufactures, sells and installs highly engineered spoolable pipe technologies, mainly for onshore oil and gas wells during the well production phases.

From Simpson Thacher: Brian Rosenzweig, Dave Azarkh, Maggie Selbe and Enzo Salamone (capital markets); Michael Mann (tax); Mike Isby (environmental); Ryan Stott (ECEB); Claire Cahoon (regulatory); and Bobbie Burrows and Sarika Pandrangi (IP)

Claire Poole

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

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