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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, 172 Lawyers, $5.4B

July 11, 2023 Claire Poole

Deal bankers are hurting.

An estimated $20.6 billion worth of investment banking fees were generated in the U.S. during the first six months of 2023, down 18 percent from the same period in 2022 and the lowest first half total since 2016, according to LSEG unit Refinitiv. Advisory fees earned from completed M&A transactions slid 32 percent to $7.4 billion during the same period, hitting a seven-year low.

There’s a good reason for the slippage. The value of announced M&A transactions with any U.S. involvement reached $736 billion during the first half, 37 percent less than the value recorded during the same period in 2022, Refinitiv said. The number of U.S. deals declined 9 percent over the same period, falling below 10,000 announced deals for the first time since the first half of 2020. 

A big culprit? Private equity-backed deals, which accounted for only 23 percent of U.S.-targeted M&A during the first half totaling $172.3 billion, a 52 percent decline compared with a year ago, when they accounted for 30 percent of U.S. deal making. 

One bright spot was U.S. healthcare M&A, which was up 65 percent to $132.6 billion during the first half, accounting for 23 percent of overall deal making. But technology M&A accounted for 15 percent, registering a 78 percent decline over a year ago. 

How did deals in energy and power – important to the Texas economy – perform? The sector made up 16 percent of U.S. M&A totaling 366 deals amounting to $92.3 billion during the first half, down 8 percent compared with the first half of 2022, when the it totaled $100.7 billion from 362 deals. 

Equity capital markets underwriting fees, meanwhile, increased 50 percent to $2.3 billion, the strongest first half since the first half of 2021. Follow-on issuance accounted for 53 percent of activity while convertibles made up 35 percent and initial public offerings accounted for 12 percent. In fact, there were 29 IPO’s versus 26 during the same period last year that raised $8.2 billion, up 170 percent.

On the other hand, debt capital markets fees declined a slight 4 percent from last year to $5.3 billion, while syndicated lending fees dropped 23 percent to $5.7 billion.  Financial issuers accounted for 56 percent of proceeds raised during the first half while energy and power issuers accounted for 10 percent and healthcare and technology with 6 percent.  

Overall, JP Morgan earned the most investment banking fees in the U.S. during the first half for a total of $2.4 billion, or 11.8 percent of the fee pool, while Goldman Sach and BofA Securities rounded out the top three fee earners each with 8.5 percent. But Goldman Sachs was the top financial advisor for U.S. M&A during the first half with $231.4 billion in value from 111 deals while JP Morgan came in second and BofA Securities was third.

Texas-related deals reported for the week ending July 8 were in keeping with the sluggish year described above. There were 16 deals, 11 M&A transactions valued at $2.4 billion and five capital markets deals for a scratch under $3 billion. That is down slightly from last week’s 16 deals for $6.9 billion.

Last year at this time, there were 10 deals reported for $3.6 billion. The difference? Last year there was only one capital markets transaction — a private placement for no reported value. Five deals for $3 billion may not be a lot better; but it IS better.

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 Count
CapM Value $M
December 2, 202313$6,72095712$6,6301$90
November 25, 20239$4,83591316$1,7853$3,050
November 18, 202322$6,568.71718414$4,709.28$1,859.5
November 11, 202315$9,8251317912$6,5813$3,244
November 4, 202315$20,582.51419312$19,417.53$1,165
October 28, 202318$68,419.11815215$66,6463$1,773.1
October 21, 202316$6,755.91616515$6,755.91$3
October 14, 202310$67,851.2131257$61,998.53$5,852.7
October 7, 202317$6,595.51322816$5,995.51$600
September 30, 202317$1,896.451318914$806.453$1,090
September 23, 202323$6,432.71723016$1,402.87$5,029.9
September 16, 202325$23,226.72335316$17,2399$5,987.7
September 9, 202312$6,36981027$4,3115$2,058
September 2, 202314$2,52269213$1,3221$1,200
August 26, 202317 $12,160.25 1320215$ 6,573.252$ 5,587.00
August 19, 202319$11,5051321315$11,2554$250
August 12, 202319$9,698.8131847$3,27012$6,428.8
August 5, 202313$5,2011211812$5,0511$150
July 29, 202315$21,031.61319611$18,292.04$2,739.6
July 22, 202318$3,9921213013$2,8085$1,184
July 15, 202313$8,254.95138113$8,254.9500
July 8, 202316$5,441.451217211$2,4435$2,998.45
July 1, 202316$6,8721010512$5,4744$1,398
June 24, 202313$10,9141620110$7,8743$3,040
June 17, 202317$5,880.71515115$4,705.72$1,175
June 10, 202319$8,516.11311116$6,252.43$2,263.7
June 3 202312$6,104.42121388$4,256.924$1,847.5
May 27, 202317$12,200106711$6,1656$6,035
May 20, 202311$22,458.181034$19,4557$3,003
May 13, 202312$7,034101018$5,4604$1,574
May 6, 202320$3,297.61819617$2,985.63$312
April 29, 202323$3,691.21813517$1,969.76$1,721.5
April 22, 202316$5,5701410414$4,7502$1,000
April 15, 202312$23,818.195910$21,618.12$2,200
April 8, 202316$7,94991739$5,4727$3,477
April 1, 202321$18,676.71217511$10,926.710$7,750
March 25, 202315$8,779.5101415$2,36210$6,416.5
March 18, 20237$14,048.86695$13,3452$703.8
March 11, 202321$11,5761616516$8,1315$3,445
March 4, 202320$9,6681122816$8,2094$1,459
February 25, 202313$5,3351313012$4,2351$1,200
February 18, 202314$5,743.7131588$898.76$4,845
February 11, 202316$12,0881213712$9,9654$2,123
February 4, 202317$8,0661514013$5,6144$2,452
January 28, 20237$2,1807755$1,692.752$488
January 21, 202317$5,7681617412$1,9185$3,850
January 14, 202311$2, 800101028$4213$2,400
January 7, 202318$8,2961116714$6,4613$1,835
December 31, 202214$2,732119912$2,0922$640
December 1714$7,9191311512$7,4191$500
December 10, 202214$10,093128811$7,0933$3,000
December 3, 202226$12,800.91117220$4,1416$8,659.9
November 26, 20228$2,266.7853$765$2,190.7
November 19, 202221$2,8861521219$2,5502$336
November 12, 202213$15,093.79819$14,2004$893.7
November 5, 20222519,337.21650922$8,267.23$11,070
October 29, 202215$7,805.3911614$7,180.31$625
October 22, 202220$8,193.51325313$5,4427$2,751.5
October 15, 20229$3,046.191397$2,588.32$457.8
October 8, 202219$2,011.81211416$833.83$1,178
October 1, 202223$5,532.91615618$4,952.35$580.6
September 24, 202218$5,1941421615$4,0503$1,144
September 17, 202221$8,352.31232015$4,759.66$3,592.7
September 10, 202215$19,853.51012613$19,403.62$450
September 3, 20229$2,3129629$2,31200
August 27, 202216$30,891.71013515$30,666.41227.7
August 20, 202212$1,977815299253$1,052
August 13, 202218$8,004.71124211$2,844.77$5,160
August 6, 202224$7,948.91224017$3,5777$4,371.9
July 30, 20228$6,9419787$6,8391$102
July 23, 202211$801119210$80110
July 16, 202214$3,6501012214$3,65000
July 9, 202210$3,557.77689$3,557.710
July 2, 202218$8,609.41315215$2,754.43$5,855
June 25, 202215$6,142131469$2,0176$4,125
June 18, 202217$11,890.11422815$11,4102479.7
June 11, 202217$7,6001212310$2,3007$5,300
June 4, 202212$2,937101279$6923$2,245
May 28, 20229$3,197.611869$3,197.600
May 21, 202214$7,284.51218511$6,6093$675.5
May 14, 202211$306.698010$306.61$225
May 7, 202216$10,451.751210812$1,8274$8,624.75
April 30, 202216$2,296.51615712$895.54$1,401
April 23, 202210$2,24111588$16412$600
April 16, 202211$6,64371568$2,3593$4,284
April 9, 202217$4,4291418411$1,6906$2,739
April 2, 202213$1,75588410$1,1453$610
March 26, 202211$3,2058656$2005$3,005
March 19, 202213$2,239.17910613$2,239.1700
March 12, 202218$12,0161123915$11,9652$51.35
March 5, 202217$6,7861313713$5,1614$1,625
February 26, 202212$5,09581499$4,437.53$658
February 19, 202217$22,2291717414$21,3543$875
February 12, 202212$2,344.710738$641.74$1,703
February 5, 202211$2,50389911$2,50300
January 29, 202211$3,8721210112$3,87200
January 22, 202213$5,143.5109912$4,842.51$301
January 15, 202212$7,60591559$6,4803$1,025
January 8, 202213$8,256.21110213$8,256.200
January 1, 20229$1,273.86509$1,273.800
December 25, 202121$4,734.751117616$3,4105$1,324.75
December 18, 202126$7,325.21519318$3,640.28$3,685.2
December 11, 202116$5,0171010913$1,4173$3,600
December 4, 202114$2,3108868$2,3106$1,882.05
November 27, 20219$3.460.1101016$1,7583$1,702.6
November 20, 202120$22,7921515712$18,864.58$3,928
November 13, 202121$26,7291217813$11,8228$14,907
November 6, 202112$8,3031315710$6,6823$1,621
October 30, 202121$10,3681521815$9,24.46$1,103.
October 23, 202121$18.783.11522211$12,31410$6,468.6
October 16, 202115$3,8681111815$2,2932$1,575
October 9, 202120$8,6101617516$7,7954$815
October 2, 202114$6,2501113710$5,2004$1,050
September 25, 202111$11,4609937$10,2004$1,250
September 18, 202111$16,6038998$15,0843$1,519
September 11, 202117$10,6531110313$8,5034$2,150
September 4, 202113$7,222108911$6,7152$507
August 28, 202112$76396311$6631$100
August 21, 202112$29,65977911$29,5791$80
August 14, 202122$17,8451119912$12,80510$5,04
August 7, 202117$13,6701213915$11,7662$1,904
July 31, 202121$8,1601113410$3,57410$4,586
July 24,202121$6,3671113915$3,7126$2,655
July 17, 202114$4,0091112412$2,0152$1,994
July 10, 202116$3,9971314311$1,5974$2,4
July 3, 202124$7,492139416$3,7698$3,722
June 26, 202110$4,9957858$3,8472$1,148
June 19, 202128$16,83082289$1,86119$14,968
June 12, 202126$27,2381520919$25,6027$1,636
June 5, 202115$15,5391310013$14,7092$600
May 29, 202135$20,2791114528$18,647$1,639
May 22, 202124$53,2081417417$51,0477$2,161
May 15, 202118$10,6201322011$5,8707$4,809
May 8, 202117$10,4001115615$8,3862$2,500
May 1, 202121$7,2001611512$3,8089$3,392
April 24, 20218$20,2009318$20,20000
April 17, 202114$6,270810211$4,01803$2,260
April 10, 202115$8,9401312914$7,9901$950
April 3, 202118$19,5131015112$16,9236$2,590
March 27, 202127$13,9421524414$4,30013$9,633.5
March 20, 202111$2,04641023$2708$1,776
March 13, 202115$3,27091096$5389$2,732
March 6, 202124$13,6171019613$10,39511$3,222
February 27, 202119$8,1051213915$4,9704$3,135
February 20, 20219$8,82091538$8,5201$300
February 13, 202112$4,852.678172,7665$2,086.6
February 6, 202118$9,7521315314$5,2224$4,530
January 30, 202118$9,449918215$8753.83$695.3
January 23, 202114$8,15081186$4,0008$4,150
January 16, 202117$6,7831313811$2,4006$4,382.9
January 9, 202122$6,8291413518$3,139.34$3,690
January 2, 20217$1,4667607$1,46600
December 26, 202018$15,9001216316$5,3001$600
December 19, 202018$9,7691411014$8,4264$1,343
December 12, 202010$7,20091009$3,3251$3,830
December 5, 202015$4,26191229$2,7806$1,481
November 28, 202019$7,7581011013$4,0036$3,755
November 14, 202014$864.11415712$289.12$575
November 7, 202013$6,33291299$2,483.54$3,849
October 31, 202010$3,995.881036$3,231.14$754.7
October 24, 20206$18,1006585$17,7091$350
October 17, 20208$351.95558$351.900
October 10, 20207$5,2293504$7353$4,494
October 3, 202014$21,42891739$17,5355$3,893
September 26, 202010$12,7708935$10,3005$2,470
September 19, 202014$8,36591016$1,0208$7,345
September 12, 20206$4,4068593$1,2703$3,136
September 5, 202011$5,19181179$4,0612$1,130
August 29, 202011$2,5319945$1,1306$1,401
August 22, 202018$6,574121407$1,93011$4,644
August 15, 202013$4,99110977$1,2166$3,775
August 8, 202012$32,092111129$30,4573$1,635
August 1, 20207$5,2878765$3,6872$1,600
July 25, 20209$18,7516677$18,4032$348
July 18, 20206$1,982.55504$1,407.52$575
July 11, 202011$565.1127510$65.11$500
July 4, 202010$8,8898989$8,7881$100.3
June 27, 20208$6,87410505$4,972.53$2,081.5
June 20, 202012$4,44491157$2,8295$1,615
June 13, 20206$3,5824372$3504$3,232
June 6, 202011$3,213.78657$4704$2,743.7
May 30, 20208$7,3357486$4,6392$2,697
May 23, 20204$432.44343$432.410
May 16, 20206$3106345$31010
May 9, 202018$5,6301612414$3,1804$2,450
May 2, 20201510,40010908$1,9007$,8,500
April 25, 20208$3,4009365$1,0003$2,450
April 18, 202019$9,50014928$185.711$9,360
April 11, 202012$6,0009405$1907$5,800
April 4, 202014$8,200116810$2,2004$6,000
March 28, 202016$6,500139610$3,7006$2,800
March 21, 202011$11,9107337$2,2504$9,960
March 14, 20207809.86346684.81125
March 7, 202016$2,500157013$6693$1,400
February 29, 202013$15,2601312811$11,7602$3,500
February 22, 202012$3,700109210$2,5602$1,130
February 15, 202016$1,250108412$354$1,222
February 8, 202018$6,0801412314$2,5954$3,485
February 1, 202021$20,9001210114$17,8607$3,060
January 25, 202013$7,430136212$6,4301$1,000
January 18, 202023$9,5801512019$6,5804$3,000
January 11, 202021$14,2001819916$1,0205$13,200
January 4, 202022$6,4001111916$3,2046$3,245
December 28, 201922$7,1501917518$6,8004$327.4
December 14, 201924$36,3002316719$9,5005$26,800
December 7, 201911$10,40011557$1,0824$9,370
November 30. 201914$2,4501212612$1,7602$692.5
November 23, 201916$1,995104111$6155$1,380
November 16, 201915$3,8201313511$2,5004$1,271
November 9, 201925$12,9001718223$12,2002$575
November 2, 201910$2,470126192,4503$22
October 26, 201912$5,560147011$3,8601$1,700
October 19, 20198$6,60081388$6,60000
October 12, 201919$4,300145516$3,8003$500
October 5, 201918$14,5001916615$11,1003$3,400
September 28, 201919$8,1001813218$7,5601$550
September 21, 201914$6,300166611$2,1603$4,170
September 14, 201915$23,800125611$21,2504$2,570
September 7, 201917$3,500159814$1,9003$1,600
August 31, 20195$8,7006505$8,70000
August 24, 201916$10,000148215$4,2501$5,750
August 16, 201910$1,6805527$6503$950
August 9, 201917$17,700156814$3,9003$13,800
August 2, 201913$5,7601210813$5,760NANA
July 27, 201911$7,30013768$6,5703$730
July 20, 201913$11,8001312511$5,3002$6,500
July 13, 201910$7757468$542.52$233
July 6, 20197$2,5009857$2,50000
June 29, 201923$8,2901515417$2,3006$5,970
June 22, 201917$10,7001013914$7,7003$3,000
June 15, 201911$13,5001416011$13,500NANA
June 8, 201913$2,870175511$1,5702$1,300
June 1, 201910$4,46011608$4,1402$315
May 25, 201917$4,360147914$3,7003$612
May 18, 201922$9,0001715016$3,4006$5,600
May 11, 201918$19,8001717715$18,3003$1,500
May 4, 201910$7,0756328$6,9002$175
April 27, 201915$3,2001411714$3,1601$40
April 20, 201913$13,50010909$12,2004$1,300
April 13, 201916$38,900149114$37,8002$1,100
April 6, 201912$6,870119410$6,7302$50
March 30, 201915$6,470128410$7,91.55$5,677
March 23, 201918$6,450149114$5,0424$1,408
March 16, 201914$10,1801211511$8,8003$1,300
March 9, 20199$1,8006498$1,3001$500
March 2, 201920$3,0331610714$1,8176$1,262
February 23, 201912$2,0408699$614.63$1,430
February 16, 201916$9,970187716$9,97000
February 9, 201914$6,4001011014$6,40000
February 2, 201918$6,740159916$5,7202$950
January 26, 201913$2,770116711$918.952$1,850
January 19, 201915$3,819167612$2,5943$1,225
January 12, 201918$7,283149215$1,6833$5,600
January 5, 201910$529125010$52900
December 22, 201817$2,570138714$9413$1,629
December 15, 201810$2,8608268$2642$2,600
December 8, 201815$1,819166512$5523$1,267
December 1, 201812$7,50010909$1,2003$6,200
November 28, 201815$4,5001110714$4,0001$500
November 19, 201818$6,137139813$2,1425$3,995
November 14, 201818$9,2001315215$8,5003$694
November 6, 201816$17,3001618314$16,3612$950
October 29, 201814$14,4001812717$13,8001$600
October 24, 201813$6,1401312611$5,1222$1,018
October 17, 201818$18,3901512514$12,2924$6,098
October 10, 201829$3,1491810420$1,6479$819
October 2, 201818$9,300116714$7,3004$2,000
September 25, 201813$7,000117510$6,0003$995
September 18, 20189$3,5707449$3,57000
September 11, 201813$5,9001013213$5,90000
September 7, 201814$5,000158611$4,0003$1,000
August 29, 201815$20,700147913$4,7002$16,000
August 20, 201810$12,40011538$11,3803$1,057
August 14, 201812$19,900121329$18,8893$1,011
August 7, 201816$68,6001110613$67,2593$1,340
July 31, 201815$15,100159511$13,0604$2,060
July 23, 201813$2,130156010$1,8043$1,100
July 17, 201814$5,37017989$4,3105$1,100
July 9, 201816$11,200157410$11,0806$862
July 3, 201813$7,00078112$6,3301$750
June 25, 201815$8,80013979$4,9706$3,930
June 18, 201813$14,20014807$2216$14,290
June 11, 201812$6,3008968$5,9104$803
June 6, 201813$14,50010888$14,1545$579
May 31, 201811$4,89010638$3,2403$1,790
May 22, 201815$20,40011639$19,8086$885
May 15, 201815$4,7001510610$3,9005$643
May 9, 201811$1,40013889$1,3002$560
May 1, 20188$14,2507887$13,4001$450
April 24, 201812$5,30066111$4,4701$800
April 17, 20189$1,80010447$2,3302$1,434
April 11, 201811$2,5008326$1,6905$809
April 3, 201815$13,400111219$12,0206$1,090
March 28, 201810$4,00010927$3,8703$215
March 19, 201817$5,800135110$5907$5,165
March 12, 201815$3,130114311$2,3604$788
March 6, 201819$5,4001311610$1,5309$4,860
February 27, 201820$6,600136914$5,5306$1,030
February 19, 201815$5,5001411110$3,9906$1,980
February 12, 201823$10,9001715712$7,11011$3,840
February 5, 201816$8,600131007$1,3309$7,800
January 30, 201811$12,60011685$7,3006$4,982
January 24, 201819$9,400151295$2,01014$7,337
January 18, 201810$6,2808492$2,1008$4,188
January 9, 201812$16,50012929$15,8903$475
January 3, 201810$2,5009478$2,3502$150
December 27, 201715$9,000151139$7,5686$1,784
December 18, 201715$13,800161649$13,0107$1,118
December 11, 201714$9,7001012612$2,9404$8,500
December 4, 20176$1,8006315$1,5101$300
November 28, 20177$3,8508764$3,2603$285
November 16, 201710$2,70010486$1,8404$856
November 8, 201715$2,380179110$1,8605$516
November 1, 201712$4,70017949$3,4004$1,300
October 23, 201715$10,500106710$9,7804$1,530
October 18, 20176$2,000373$2253$1,820
October 10, 201712$6,5701009$3,8803$3,360
October 2, 20178$3,10011193$1,6305$1,750
September 25, 20178$4,8808795$2,6605$2,070
September 18, 20179$4,7703$3006$4,470
September 12, 201711$4,4308$2,0303$2,400
September 1, 20174$1,3103$3171$1,000
August 23, 201711$13,64098$11,8403$1,800

M&A/FUNDINGS

Patterson-UTI Energy to buy Blackstone’s Ulterra for $800M

Deal Description: Patterson-UTI Energy Inc., a provider of drilling and completions services in the U.S., announced July 5 it agreed to acquire Ulterra Drilling Technologies from Blackstone Energy Partners for nearly $800 million. The consideration includes $370 million in cash and 34.9 million shares of Patterson-UTI common stock. Patterson-UTI intends to fund the cash amount using funds on hand and its revolver. Blackstone entered into an agreement with NexTier Oilfield Solutions in which the private equity firm will vote the shares of Patterson-UTI issued in the transaction at its special meeting to facilitate the consummation of the Patterson-UTI-NexTier merger. Founded in 2005 and based in Fort Worth, privately-owned Ulterra designs, manufactures, sells and rents PDC drill bits. Ulterra supports customers in 30 countries with sales, manufacturing and repair facilities in North and South America, the Middle East and Asia. Ulterra is a leading provider of PDC drill bits In North America, with operations in the U.S. and Canada. Mike Holcomb, Patterson-UTI’s COO, said the company expects Ulterra to generate between $160 million and $180 million in EBITDA and begin generating revenue synergies within the first year.

Expected Closing: Q3 2023 if it clears regulators

Patterson-UTI’s Outside Counsel: Gibson, Dunn & Crutcher including partners Tull Florey and Jonathan Whalen, of counsel Tyler Cox and associates Adri Langemeier and Gerald Kimani. Partner Michael Cannon and associate Blake Hoerster are advising on tax, partner Krista Hanvey and associate John Curran on benefits and partner Stephen Weissman and of counsel Ryan Foley on antitrust.

Blackstone’s Outside Counsel: Kirkland & Ellis led by corporate partners Cyril Jones, Rhett Van Syoc and Joshua Teahen with corporate associates James Long and Paul Fife; capital markets partners Michael Rigdon and Billy Vranish; tax partners Mark Dundon and Rebecca Fine; and executive compensation partner Stephen Jacobson and associate Brandon Newman.

Notes: Gibson Dunn’s Florey also advised Patterson-UTI on its purchase of NexTier.

Ellington Financial, Great Ajax Corp. announce $1B merger

Deal Description: Ellington Financial Inc., a real estate investment trust investing in residential and commercial mortgage loans, announced July 3 its plans to acquire fellow REIT Great Ajax Corp. for a combination of stock and contingent cash consideration. The merger has an estimated pro forma market capitalization of more than $1 billion. Each share of Oregon-based Great Ajax common stock will be converted into 0.5308 shares of Ellington Financial common stock, or about 12.5 million shares of Ellington Financial in total. Ellington Financial’s closing price on the New York Stock Exchange on June 30 implies an offer price of $7.33 per share of Great Ajax, representing a 19 percent premium. Ellington Financial shareholders will end up with 84 percent of the combined company’s stock while Great Ajax stockholders will hold 16 percent. Ellington Financial will assume Great Ajax’s outstanding senior unsecured notes and convertible senior notes. Great Ajax’s investment portfolio includes more than $1 billion of first-lien residential re-performing loans and non-performing loans, most of which are financed through term, non-mark-to-market, non-recourse securitizations, expanding Ellington Financial’s strategy. Ellington Financial’s CEO and president Laurence Penn will continue to lead the combined company and Ellington Financial executives Michael Vranos, Mark Tecotzky, and JR Herlihy will remain in their current roles. The combined company will remain in Old Greenwich, Conn.

Expected Closing: Year-end 2023

Ellington Financial’s Financial Advisor: Keefe, Bruyette & Woods, a Stifel unit

Ellington Financial’s Outside Counsel: Vinson & Elkins led by Daniel LeBey, Stancell Haigwood and KJ Pedersen with assistance from Bekah Briggs, Austin Scieszinski, Nick Gonzalez, and Teresa Robach. Also advising were Zach Swartz, Dario Mendoza, Maddison Riddick, Cassandra Zarate, Sean Becker, Peter Goetschel, Ashley Plunk, Carter Olson, Kim Dalrymple, Michelle Kraidman, Ramey Layne, Matt Dobbins, Alexis Boyd, Courtney Hammond, Mark Kramer, Katherine Skipper, Michael Kurzer and Warner Scott.

Great Ajax’s Financial Advisor: Piper Sandler & Co. 

Great Ajax’s Outside Counsel: Mayer Brown

Special Committee’s Financial Advisor: BTIG

Special Committee’s Outside Counsel: Sheppard Mullin (partners Richard Friedman and John Hempill in New York)

ArcLight buys commercial distributed generation unit from Duke Energy for $364M

Deal Description: ArcLight Capital Partners on July 5 announced its agreement to buy Duke Energy’s commercial distributed generation business for an enterprise value of $364 million, including non-controlling tax equity interests. Duke expects about $259 million in proceeds from the transaction. The distributed generation business includes REC Solar operating assets, development pipeline and O&M portfolio and distributed fuel cell projects managed by Bloom Energy. Federal Energy Regulatory Commission approval will be required for the sale of the Bloom Energy distributed fuel cell assets. In June Duke reached a sale agreement for its utility-scale renewables business platform to Brookfield Renewable for $2.8 billion. The company expects to finalize the sales for both businesses by the end of 2023 and will use the proceeds to strengthen its balance sheet and avoid additional holding company debt issuances associated with these assets. Duke said the transactions will support its focus on the growth of its regulated businesses, including investments to enhance grid reliability and help incorporate 30,000 megawatts of regulated renewable energy onto its system by 2035.

Advising ArcLight: A Kirkland & Ellis team was led by corporate partners Kristin Mendoza, Ahmed Sidik, Austin Uhm and Qasim Rasool with tax partners Bill Dong and Mike Masri and debt finance partners Kelann Stirling and Rob Eberhardt and corporate associates Marie-Joe Abi-Nassif, Brett Mele and Ernesto Sanz.

Duke’s Outside Counsel: Mayer Brown

ArcLight’s Financial Advisor: Scotia

Duke’s Financial Advisor: BofA Securities Inc.

SPAC Byte merges with Airship AI in $225M deal

Deal Description: On June 27, special purpose acquisition company Byte Acquisition Corp. finalized an agreement to combine with Airship AI Holdings Inc., a video, sensor and data management platform for government agencies and enterprises, for a pre-money equity value of $225 million. The deal, which was first announced on March 10, will result in Airship AI becoming a public company. Upon closing of the transaction, the combined company is expected to be listed on Nasdaq under the ticker symbol AISP. Airship AI’s products gather unstructured data from surveillance cameras and sensors, applies artificial intelligence analytics and provides visualization tools to improve decision making in mission critical environments. The company aims to improve public safety and operational efficiency for the public sector and commercial customers by providing predictive analysis of events before they occur and meaningful intelligence to decision makers.

Byte Acquisition Outside Counsel: A White & Case team was led by M&A partner Matthew Kautz, capital markets partner Elliott Smith and associates Annabelle Healey and Melissa Curvino, all in New York, but also included tax associate Neil Clausen in Houston.

Spinnaker sells to RPC for $79.5M

Deal Description: Locke Lord said July 5 the firm represented Spinnaker Oilwell Services, a provider of oilfield cementing services in the Permian and Mid-Continent ‎basins, on its sale to publicly traded RPC Inc. for around $79.5 million. The deal was announced June 30. Spinnaker is an affiliate of Houston-based Catapult Energy Services Group and is backed by NGP. Based in Oklahoma City, Spinnaker operates two facilities in Oklahoma and New Mexico and maintains 18 cementing spreads.

From Locke Lord: The team was led by Rachel Fitzgerald and Mitch Tiras with assistance from Shumaila Dhuka, Jerry Higdon, Jeff McPhaul, Ed Razim, Michelle Gutierrez-Begin, Jordan Rodriguez, Akilah Craig, Andrew Nelson, Brendan O’Leary, Aaron Weiss, Peter Wynacht, Mark Backofen and Andrew Capalbo.

RPC’s Outside Counsel: Arnall Golden Gregory

Spinnaker’s Financial Advisor: FMI Capital Advisors Inc.

Mainsail invests $51M in Red Oak Compliance

Deal Description: Austin-based Red Oak Compliance Solutions, a provider of compliance software solutions, announced June 29 a $51 million investment from Mainsail Partners, an Austin and San Francisco growth equity firm that invests in software companies. The transaction will enable Red Oak to accelerate innovative product development, continue enhancements to its existing software suite and expand its customer service model to support the needs of compliance teams in the financial services and insurance industries. Founded in 2010 by Stephen Pope, Cathy Vasilev and Rick Grashel, Red Oak has delivered proprietary software to asset managers, broker-dealers, registered investment advisors, private equity firms, banks and insurance firms. Mainsail has raised $2.2 billion in committed capital and invested in more than 70 companies. 

Steadily raises $28.5M in Zigg-led funding

Deal Description: Steadily, an Austin- and Overland Park, Kan.-based landlord insurance provider, announced July 5 it raised $28.5 million in a Series B funding. The new investment was led by Zigg Capital of New York City with participation from Matrix Partners, Koch Ventures, Clocktower Technology Ventures and Nine Four Ventures. The latest funding brings Steadily’s total to $59.5 million after a $16 million Series A in 2021. Over the last decade, Zigg has made early-stage investments in Procore, Matterport, Snapdocs, VTS, Kasa and Tend. 

Steadily’s Outside Counsel: Grellas Shah including partner Mital Makadia and associate Katherine Hart in Cupertino, Calif.

Zigg’s Outside Counsel: Gunderson Dettmer

Jordan inks sale of Hornets to group led by Gabe Plotkin, Rick Schnall

Deal Description: Michael Jordan reached an agreement to sell NBA team the Charlotte Hornets to a group led by Gabe Plotkin and Rick Schnall, the team announced June 16. Terms weren’t disclosed, but according to ESPN, the sale values the Hornets at around $3 billion. Jordan will keep a minority stake in the team. Plotkin, who is the founder and chief investment officer of Tallwoods Capital, acquired a minority stake in the Hornets in 2019 and has been an alternate governor on the NBA Board of Governors since 2019. Schnall, co-president of Clayton, Dubilier & Rice, is in the process of selling his investment in the Atlanta Hawks and has been an alternate governor on the NBA Board of Governors since 2015.. The buyer group also includes Chris Shumway, Dan Sundheim, Ian Loring, Dyal HomeCourt Partners, North Carolina natives J. Cole and Eric Church and several Charlotte investors, including Amy Levine Dawson and Damian Mills. The transaction has to clear the NBA Board of Governors. Jordan bought the Hornets for $275 million in 2010 when they were known as the Charlotte Bobcats. The team enjoyed some success during Jordan’s 13-season tenure as majority owner, reaching the playoffs twice but getting eliminated in the first round in 2014 and 2016.

Schnall’s Outside Counsel: King & Spalding with a deal team led by Atlanta partner Rahul Patel and senior associate Will Jordan but including Houston partner Scott Greer.

Christus Health buys Gerald Champion Regional Medical Center

Deal Description: Gerald Champion Regional Medical Center announced July 1 its combination with Christus Health, an international not-for-profit health system. Terms weren’t disclosed. Gerald Champion Regional Medical Center is an independent, nonprofit, sole community Level III Trauma, 98-bed hospital dedicated to serving South Central New Mexico. Christus Health is a Catholic, not-for-profit system with more than 600 health centers, including community hospitals, urgent care centers, health insurance companies and physician clinics providing individualized care with a focus on charitable missions to communities in Texas, Louisiana and New Mexico.

GCRMC Outside Counsel: A White & Case team was led by M&A partners Michael Deyong and James Hu (both in New York) supported by partner Roberto Kampfner (Los Angeles) and associates Nate Bascom (Houston) and Leslie Teng (New York). The group also included M&A associate Muhammad Hasan in Houston.

Arroyo invests in Mesa Solutions

Deal Description: Arroyo Investors, a Houston-based independent investment manager focused on power generation and energy infrastructure assets in the Americas, announced June 30 it closed an investment in Mesa Solutions, a distributed power generation solutions company based in Loveland, Colorado. Terms weren’t disclosed. Mesa designs, assembles, deploys and services primary and standby power generation solutions using natural gas-fired engines. Arroyo believes Mesa’s vertical integration enables it to meet specific client needs and positions it to meet the demand growth in distributed generation and micro-grids. Mesa’s portable power units segment provides primary power to customers that lack access to grid power at a lower overall emissions profile than diesel while its emerging distributable power units segment provides standby and backup power applications to commercial, industrial and government users and prime power for grid resiliency support.

Mesa’s Outside Counsel: Locke Lord with a team led by Eric Larson and Mitch Tiras, both of Houston, and additional assistance provided by Jeff McPhaul, Ed Razim, Jennie Simmons and Aaron Weiss of Houston, Peter Wynacht (Chicago), Van Jolas (Dallas) and Joseph Farside (Providence).

Mars buys Kevin’s Natural Foods

Deal Description: Mars Inc., a family-owned global leader in confectionery, food and pet care products and services, announced July 5 that it signed an agreement to acquire Kevin’s Natural Foods, a nutritious meal company. Terms weren’t disclosed. The acquisition includes an exit of Kevin’s minority partners, TowerBrook Capital Partners and NewRoad Capital Partners. Kevin’s makes chef-inspired sous-vide meals, sides and sauces. Kevin’s has experienced double-digit growth since it was founded in 2019 and is available across 17,000 retail locations, from grocery stores and supermarkets, through to digital commerce. Kevin’s Natural Foods will operate as a standalone business within Mars Food & Nutrition reporting to its president, Shaid Shah. Co-founded by Dan Costa, Kelsie Costa-Olson and Kevin McCray, Kevin’s Natural Foods was born out of Kevin’s desire to be healthier and help other people eat well. Founded in 2019, the company is headquartered in Modesto, Calif., and has 180 employees, with products sold in the U.S., U.K., Canada and Mexico.

Expected Closing: Q3 2023

Mars’ Financial Advisor: Citi

Mars’ Outside Counsel: Simpson Thacher & Bartlett, Covington & Burling, and ArentFox Schiff

Kevin’s Financial Advisor: Wells Fargo Securities

Kevin’s Outside Counsel: Sheppard Mullin led by Dallas office managing partner Lindsay Ferguson and partner Edward Xia and associates Jay Lee and Vincent Shin, with special assistance by partners Leo Caseria, Dmitriy Chelnitsky, Shaun Clark, Frank Dworak, Jason Kearnaghan, Allen McConnell, Abby Meyer and Olivier Theard, special counsel Malika Levarlet, attorney Zana Operta and associates Serene Ateek, Deena Muzafar, Patrick Quine and Michael Weisshar.

CAPITAL MARKETS/FINANCINGS

Petrobras issues $1.25B SEC-registered bond offering

Deal Description: Shearman & Sterling said July 5 it advised the underwriters in connection with the issuance of a new series of SEC-registered debt securities by Petrobras Global Finance. The offering, priced on June 6 and settled on July 3, consisted of $1.25 billion in 6.500% global notes due 2033 issued by PGF and guaranteed by Petrobras. Proceeds will be used for general corporate purposes.

Underwriters: Banco BTG Pactual, Citigroup Global Markets Inc., Goldman Sachs & Co., Itau BBA USA Securities Inc., MUFG Securities Americas Inc., Santander US Capital Markets, Scotia Capital (USA) Inc. and UBS Securities

From Shearman: The team was led by partners Roberta B. Cherman in São Paulo and Bill Nelson in Houston and was supported by associate Debora Ayoub (capital markets), partner Larry Grouch and associate Daniel Kachmar (tax), associate Taylor Pugliese (FIA) and visiting attorneys Nicolle Bretas and Juliana de Meneses.

Notes: The transaction represents the continuation of Shearman’s relationship advising the underwriters in connection with Petrobras’ debt and equity securities offerings.

CBRE completes $1B notes offering

Deal Description: Simpson Thacher said July 5 it represented CBRE Group in connection with a CBRE Services offering of $1 billion in 5.95% senior notes due 2034. The date of the issue was June 23. The net proceeds will be used for general corporate purposes, including repayment of any loans outstanding from time to time under its revolving credit facility. CBRE Group, a Fortune 500 and S&P 500 company headquartered in Dallas, is the world’s largest commercial real estate services and investment firm based on 2022 revenue.

From Simpson: William Brentani, Kelli Schultz, Jesse Feng and Christian Sheets (capital markets) and Jonathan Cantor and Adam Hersch (tax). Summer associate Alex Hyojung Roh provided assistance.

Brinker offers $350M in senior notes

Deal Description: Simpson Thacher said July 5 it represented J.P. Morgan Securities as representative of the initial purchasers in connection with the Brinker International Inc. offering of $350 million in 8.25% senior notes due 2030. The issue date was June 27. The company intends to use the net proceeds to repay a portion of its outstanding debt under its revolving credit facility. Dallas-based Brinker owns, develops, operates and franchises the Chili’s Grill & Bar and Maggiano’s Little Italy restaurant brands as well as certain virtual brands including It’s Just Wings and Maggiano’s Italian Classics. It has 1,657 restaurants in the U.S., 28 other countries and two U.S. territories.

From Simpson: Art Robinson, John O’Connell, Ben Pittenger and Ziang Zhou (capital markets); Michael Mann (tax); Jamin Koslowe and Ryan Kenny (executive compensation and employee benefits); Michael Isby (environmental); Dennis Loiacono (real estate); Kate Mirino (intellectual property); and Jennie Getsin (blue sky). Summer associates Madison Benoit and Kelsey Strott also provided assistance.

Southern Indiana Gas closes $341.45M in securitization bonds

Deal Description: SIGECO Securitization I, a wholly owned unit of Southern Indiana Gas and Electric Co., closed June 29 its registered offering and sale of $341.45 million in senior secured securitized bonds. They were issued after a financing order issued by the Indiana Utility Regulatory Commission. The bonds are backed by securitization property consisting of the right to bill and collect securitization charges from all retail consumers receiving electric service from SIGECO as of the date of the financing order and any future retail electric customers during the bonds’ term. The issuer will pay the net proceeds to SIGECO to reimburse it for qualified costs approved by the commission related to the planned retirements of coal-powered electric generation units. SIGECO, a wholly owned unit of CenterPoint Energy Inc., provides energy delivery services to electric and natural gas customers in and near Evansville, Ind., and owns and operates electric generation assets to serve its electric customers and optimizes those assets in the wholesale power market. 

Underwriters’ Representatives: Barclays Capital Inc. and Citigroup Global Markets Inc.

Underwriters‘ Outside Counsel: Hunton Andrews Kurth including Michael Fitzpatrick, Adam O’Brian, Michelle G. Chan, Matthew A. Hayes and Monika M. Dziewa. Jason Harbour assisted with bankruptcy advice, Shawn Regan and Kate Perkins counseled on constitutional law matters, Leslie A. Okinaka advised on ERISA and George Howell and Anna Page assisting on tax.

Southern Indiana Gas and Electric’s Outside Counsel: Baker Botts including corporate partners Tim Taylor, Jamie Yarbrough and Clint Rancher, senior counsel William Stutts and associate Robert Cowan, Sarah Dyer. On tax: Michael Bresson, Jared Meier and Phillip Clifton. On litigation: Aaron Streett and Mark Little.

AST SpaceMobile completes $57M equity offering

Deal Description: Simpson Thacher said July 5 it represented underwriter Barclays Capital Inc. in connection with the offering of Class A common stock of Midland, Texas-based AST SpaceMobile Inc. The issue date was June 30. The offering of 12.5 million shares of Class A common stock raised about $57 million in gross proceeds. AST granted the underwriter an option to purchase an additional 1.875 million shares of Class A common stock. AST is building what it believes is the first space-based cellular broadband network designed to be accessible by standard unmodified mobile phones.

From Simpson: The team included Roxane Reardon, John O’Connell and Jieun Lim (capital markets); Jessica Cohen and Corina Holland (IP); Ryan Stott (executive compensation and employee benefits); Michael Mann (tax); Michael Isby (environmental); and Jennie Getsin (FINRA and Blue Sky).

OTHER MATTERS

On June 1, ExxonMobil announced it signed carbon capture agreement with Nucor Corp., bringing the total CO2 that it agreed to transport and store for third-party customers to 5 million metric tons per year. It’s the third carbon capture agreement the oil giant announced in the past seven months, following previous ones with industrial gas company Linde and agricultural fertilizer maker CF Industries. The Nucor project, expected to start up in 2026, will tie into the same CO2 transportation and storage infrastructure as utilized by its CF Industries project and supports Louisiana’s objective of reaching net-zero CO2 emissions by 2050. Clifford Chance partner Jonathan Castelan advised ExxonMobil Low Carbon Solutions on its latest carbon capture and storage agreement. Castelan, who recently joined Clifford Chance in its newly established Houston office, was supported by associate Sam Bentley. Both came from Latham. Castelan also advised ExxonMobil on its agreements with Linde and CF Industries while he was at Latham.

Claire Poole

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

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