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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, 16 Firms, 157 Lawyers, $2.3B

May 3, 2022 Claire Poole

Haynes and Boone released back-to-back surveys over the last two weeks: its Borrowing Base Redeterminations Survey and its Oil & Gas ESG Tracker with EnerCom.

The former reflects optimism, with most of respondents expecting percentage increases in borrowing bases of 20 percent or more with very few respondents expecting decreases. The latter reveals the growing adoption of environmental, social and governance policies — and widespread public disclosures of those policies.

Other key findings from the borrowing base survey include respondents reporting lower hedging percentages than in previous surveys; and the increasing use of both public and private equity capital and bank debt, but cash flow from operations continuing to reign supreme as a capital source.

Kraig Grahmann, head of Haynes and Boone’s energy finance practice group, said with oil and gas prices at a 10-year high, the outlook for the industry has grown “even sunnier” than in the firm’s last survey in the fall of 2021, “when respondents likewise predicted improved reserved-based lending credit availability.”

In response to a new survey question, industry stakeholders ranked the most important impediments to increasing oil and gas production. The biggest one: lack of reinvestment in the industry over the last couple of years.

With regard to pricing information provided by top energy banks, the average base case for oil and gas in spring 2022 is higher than last fall’s, which suggests greater drilling activity this summer among U.S. producers, according to Buddy Clark, co-chair of the firm’s energy practice group.

“Still, the question remains whether commodity price increases and greater credit availability will be enough to satisfy producers’ needs in light of the increased cost of drilling,” he said.

Other trends identified in the latest ESG tracker include: Most producers are disclosing Scope 1 and Scope 2 greenhouse gas emissions in sustainability reports and on company websites but not in SEC filings; and just over a third of sample producers have disclosed quantitative GHG emission reduction targets, allowing stakeholders and investors to track progress.

Also of note: Two more producers have announced “net zero” emissions targets since the summer 2021 tracker but fewer than 25 percent of all sample producers have established “net zero” goals. Haynes and Boone wouldn’t disclose the producers’ names (we asked).

The ESG tracker also found that many producers have formed ESG committees and are disclosing certain social and governance achievements such as board-level diversity statistics, investments in the community and worker safety statistics; and SEC registrants continue to increase disclosures around climate-related risks and climate change, with most producers including risk factors in regulatory filings on several key issues facing the industry.

Haynes and Boone corporate partner Stephen Grant said he continues to see producers implement corporate governance policies, adapt business strategies and increase disclosure around ESG related initiatives, including greenhouse gas emissions reporting, in response to anticipated regulatory requirements, market sentiment and investor focus.

“To cite one data point, 97 percent of the producers sampled have disclosed their ESG policies, up from 70 percent in our first tracker published in March 2021,” he noted.

For the week ending April 30, there were 16 transactions reported with an aggregate value of $2.3 billion. That included a dozen M&A deals worth $895.5 million and four capital markets transactions worth $1.4 billion. That compares favorably with 10 deals worth $2.2 billion the previous week and not so favorably with 21 deals for $7.2 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
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

SPAC 10X Capital combines with Prime Blockchain for $500M

Deal Description: Prime Blockchain, a Canada-based infrastructure provider for blockchain technology, and 10X Capital Venture Acquisition Corp. II, a special purpose acquisition company, agreed April 1 to combine in a deal with an enterprise value of $1.25 billion, including debt. Former Goldman Sachs investment banker Gaurav Budhrani, whose past clients include Coinbase and IonQ, will be CEO and the combined company is expected to list its stock on the NASDAQ. 10X Capital provides $200 million in trust from its IPO last August and both 10X and PrimeBlock secured a $300 million committed equity financing facility from CF Principal Investments, an affiliate of Cantor Fitzgerald & Co. PrimeBlock generated $24.4 million in revenue in the fourth quarter. The company has 110 megawatts of installed data center capacity across 12 facilities in North America, with a focus on North Carolina, Tennessee and Kentucky, and an ability to deploy its facilities in under eight weeks. The company was founded by Web 3 entrepreneurs Chandler Song and Ryan Fang, who have been involved in crypto projects including Ankr.

Expected Closing: Second half of 2022 if it clears regulators and PrimeBlock’s and 10X Capital’s stockholders

10X’s Outside Counsel: Latham & Watkins led by partner Ryan Maierson in Houston co-led by David Stewart in London

10X’s Capital Markets Advisor: Cantor Fitzgerald & Co.

10X’s Financial Advisors: Cohen & Co. Capital Markets, a division of J.V.B. Financial Group, and Canaccord Genuity

CF Principal Investments’ Outside Counsel: King & Spalding

PrimeBlock’s Outside Counsel: White & Case and Reed Smith

Cohen & Co.’s Outside Counsel: DLA Piper

HighPeak buys Howard County properties from Hannathon, Others for $373.3M

Deal Description: HighPeak Energy Inc. announced April 27 that it agreed to acquire the Howard County assets of Hannathon Petroleum and other non-operated working interest owners for $373.3 million. The price includes $255 million in cash and around 3.78 million shares of HighPeak’s common stock recently worth $118.3 million. HighPeak already owns non-operated working interest in about 60 percent of the acquired gross acreage position. The cash portion of the consideration is expected to be funded with cash on hand and borrowings under HighPeak’s revolving credit facility. The buyer expects to receive consents from its bank group to substantially increase the aggregate elected commitments and borrowing base on its revolving credit facility. This is HighPeak’s second strategic acquisition this year.

Expected Closing: Q3 2022

HighPeak’s Financial Advisor: Credit Suisse Securities

Hannathon’s Financial Advisor: Jefferies

HighPeak’s Outside Counsel: Akin Gump Strauss Hauer & Feld including Wesley Williams, Cole Bredthauer, Eduardo Canales, Dominic Riella, Julia Pashin, David Quigley (in D.C.), Andrew Oelz (in L.A.) and Frankie Shulkin; and Vinson & Elkins led by partner Sarah Morgan with assistance from senior associate Jackson O’Maley and associate Ximena Kuri.

Hannathon’s Outside Counsel: Shearman & Sterling including partners Sarah McLean, Nathan Meredith, Emily Leitch and Todd Lowther; also Erin Kaufman, Sarah George, John Craven and Sydney Kane 

Arcosa sell storage tanks business to Black Diamond Capital for $275M

Deal Description: Arcosa, a provider of infrastructure-related products and solutions, announced April 26 it agreed to sell its storage tanks business to Black Diamond Capital Management for $275 million in cash. Established in 1933 and marketed under the Arcosa Tank and TATSA brands, the business is a manufacturer of steel pressure tanks for the storage and transportation of propane, ammonia and other gases supplying the residential, commercial, energy, and agricultural markets with operations in the U.S. and Mexico. Revenues were about $200 million in 2021. Arcosa has been working to improve the margins at the unit, which was unprofitable in 2018. The company will continue to maintain a manufacturing platform in Mexico to make other products. Arcosa CEO Antonio Carrillo said the sale was part of the company’s plan to reduce the complexity of its portfolio and focus on growth in markets where it could achieve a competitive advantage. Proceeds will be invested in its construction products platform.

Expected Closing: Q2 2022 if the sale clears regulators

Arcosa’s Financial Advisor: Evercore (Danny Levy in New York)

Arcosa’s Outside Counsel: Gibson, Dunn & Crutcher led by partner Robert Little and including associates Joseph Orien, Nicholas Linke, Jordan Rex, Sarah Sperling and Josh Stout; partner Michael Cannon on tax, partner Krista Hanvey on benefits; partner Daniel Angel and associate Jacqueline Malzone on IP; and partner Joshua Lipton and counsel Andrew Cline on antitrust; also Creel, García-Cuéllar, Aiza y Enriquez

Archaea Energy to acquire NextGen Power Holdings for $215M

Deal Description: Archaea Energy Inc., a renewable natural gas company, announced April 28 that its wholly owned unit, Archaea Infrastructure, agreed with Riverview Investment Holdings to purchase NextGen Power Holdings for $215 million in cash. Riverview is an affiliate of Castleton Commodities International. The transaction is expected to close by July 1. Archaea expects to finance the deal via one or more capital markets transactions or private financing transactions. The assets include 14 operating landfill gas-to-electric plants. The acquisition includes gas rights for the sites, which have existing long-term agreements in place. The asset base is located on landfills with growth potential and permitted waste acceptance for over 40 years on average across sites. Archaea expects to build renewable natural gas facilities on most of these sites, materially expanding the earnings power of the asset base.

Archaea’s Outside Counsel: Vinson & Elkins led by partner Matt Falcone and senior associate Nettie Downs with help from associates Charlie Fitzpatrick, Nina Ramachandran and Dean Dixon. Also assisting were partner Sarah Mitchell and associate Victoria Bahrami-Negad (insurance); senior associate Stephanie Coco and associates Zach Parker and Hunter Albritton (energy transactions/projects); partner John Decker, senior associate Andrew DeVore and associates Reagan Lutter and Steve Weinberger (energy regulatory); partner Matt Dobbins and associate Kelly Rondinelli (environmental); partner Lina Dimachkieh, counsel Allyson Seger and Mary Alexander and associate Jeff Slusher (tax); partner Sean Becker, counsel Alex Bluebond and associate Annie Blanc (labor/employment); partner Prentiss Cutshaw, senior associate Ken Adler and associate Katherine Skipper (real estate); counsel Rajesh Patel and associate Marcus Martinez (technology transactions/IP); partner Julia Petty and associate Matt Green (executive compensation/benefits); partner Darren Tucker and senior associate Ryan Will (HSR); senior associates Carter Olson and Alex Kamel (finance); and partner Palmina Fava, counsel Elizabeth Krabill McIntyre and senior associate Brian Howard (litigation).

Gladieux Energy sells to Sunoco for $190M

Deal Description: Hunton Andrews Kurth announced April 11 it represented Gladieux Energy in connection with its sale to Sunoco for $190 million. The transaction signed on February 4 and closed on March 31.

The HAK Team: Led by partners Richard Kronthal in New York and Phil Haines in Houston, with assistance from 22 other Texas lawyers including Houston partners Tammy Brennig, Allison Mantor, Scott Nelson, Joseph Rovira, Conor Shary and Rob Taylor, along with Houston associates Madison Amons, Hannah Bradley, Corinne Davis, Kathleen Dill, Mike Hoffman, Emma Ivory-Ganja, Erin Jennings, Sami Khan, Jeff Lam, Jordan Latham, Crawford LeBouef, Alex Miron, Tim Strother and Alexa Williams. The team also included Austin partners Anthony Eppert and Lisa Shelton.

Sunoco’s Outside Counsel: Faegre Drinker Biddle & Reath

Five Points sells TPT Solutions to Race Winning Brands

Deal Description: MiddleGround Capital, an operations-focused private equity firm that makes control investments in North American middle market B2B industrial and specialty distribution companies, announced April 21 the acquisition of Five Points Capital-backed TPT Solutions by its platform Race Winning Brands. Terms were not disclosed, but the deal value is estimated to be between $100 million and $250 million. TPT markets under three brands: TransGo, RevMax and Transmission Specialties. The transaction marks MiddleGround’s second add-on acquisition by RWB since the firm acquired the platform in December 2021. Earlier this month, RWB purchased PAC Racing from Peterson American Corp., adding performance springs to its portfolio. TPT provides transmission-focused automotive aftermarket performance products for light truck, automotive and SUV/CUV vehicles. The combination will create a bigger performance automotive and powersports aftermarket platform with diversified exposure across vehicle applications.

Outside Counsel for TPT Solutions/Five Points: McGuireWoods led by Dallas partner Kash Sethi with support from Dallas associate Erin Ball

Race Winning Brands’ Outside Counsel: Katten Muchin Rosenman 

Anuvia snares $65.5M from Piva Capital, Riverstone

Deal Description: Anuvia announced April 25 it secured $65.5 million in Series D funding from Piva Capital and Riverstone Holdings. Anuvia will use the financing to increase production capacity at its U.S.-based eco-friendly manufacturing facility and expand commercialization of its line of field-ready bio-based fertilizers for large-scale agriculture. Also joining the round were Morgan Stanley Investment Management and LK Advisers Ltd. (Mittal family office) along with existing investor Pontifax Global Food and Agriculture Technology Fund. Cynthia Kueppers of Riverstone and Mark Gudiksen at Piva Capital will join Anuvia’s board. The funding announcement comes at a time when the U.S. Department of Agriculture has pledged $250 million to support “innovative American-made fertilizers,” underscoring the need to reduce dependence on traditional fertilizers sourced internationally. Recently Anuvia completed the expansion of its facility in Plant City, Florida, which has the capacity to expand to 1.2 million tons per year, enough to service 20 million acres of agricultural crops.

Riverstone’s Outside Counsel: Vinson & Elkins led by partners Michael Gibson in Austin and Dan Komarek in New York with assistance from associate Alan Albrecht, also in Austin. Other key team members included counsel Rajesh Patel and associate Ricky Legg in Houston and partner Margaret Peloso in Washington, D.C., and New York.

Diversified acquires East Texas assets for $50M

Deal Description: Diversified Energy Co. plc announced April 26 the acquisition of East Texas upstream assets and related facilities from a private seller for $50 million. The acquisition builds on Diversified’s 2021 entry into the Central Region and expands its progress to replicate the company’s business model with high margin, low-decline production that is near to its existing assets. Under the previously announced strategic participation agreement, funds managed by Oaktree Capital Management will make a non-operated working interest investment in the acquisition and Oaktree will promote Diversified with 5 percent of its interest in the acquisition. Accordingly, Diversified will obtain a 52.5% working interest in the deal for contributing 50 percent, or $50 million, of the purchase price.

Diversified’s Financial Advisor: Stifel

Diversified’s Outside Counsel: Shearman & Sterling led by Houston partner Jeremy Kennedy with assistance from associate Will Johnson, also in Houston

Oaktree’s Outside Counsel: Gibson Dunn including Michael Piazza, Adam Whitehouse and Chris Atmar

Flash acquires NYC-based Ticketech

Deal Description: Flash, a provider of cloud parking software, announced April 27 it acquired New York City-based Ticketech for undisclosed terms. The acquisition expands the network of customers running FLASH’s mobility hub operating system and connects New York City’s $22 billion dollar parking market to the emerging mobility marketplace.  Founded in the 1970s, Ticketech enables 700 parking locations and processes 20 million transactions per year for local parking operators, regional and national enterprise operators and real estate owners. It has a digital platform and automated vehicle recognition system while also maintaining integrations and partnerships with accounting systems, payment providers, demand aggregators and other stakeholders.

Flash’s Outside Counsel: Vinson & Elkins led by partner Michael Gibson in Austin with assistance from senior associate JP Lopez and associate Christina Wu; also advising were senior associate Chase Cero and associate Alex Moosariparambil (finance); counsel Allyson Seger and associate Fariha Jawed (tax); counsel Rajesh Patel and associate Alexa Chally (technology transactions/IP); partner Shane Tucker and associate Keira Kuntz (executive compensation/benefits); and partner Sean Becker and associate Peter Goetschel (employment/labor).

Notes: V&E’s Gibson also advised Flash in connection with a $250 million strategic investment led by Vista Equity Partners in March and its acquisition of of Parkonect in June when he was a senior associate with partner Paul Tobias (who retired from the firm in August).

Morrow Sodali attracts majority investment from TPG Growth

Deal Description: Morrow Sodali, the shareholder engagement and governance advisory firm, announced April 26 that TPG Growth, the middle market and growth equity platform of alternative asset firm TPG, acquired a majority stake in the company. Terms were not disclosed. The partnership with TPG will advance Morrow Sodali’s mission of providing clients worldwide with strategic advice and comprehensive support, enabling them to maximize value and expertly manage stakeholder relations. TPG’s investment coincides with Morrow Sodali’s 50th anniversary. The firm recently secured the top position on the 2021 M&A league tables released by Mergermarket and The Deal.

TPG Growth’s Outside Counsel: Weil led by partner Christopher Machera in New York but including private equity associate Patrick Hosch and tax associate Griffin Baker, both in Dallas

LSB Industries inks partnership with with Lapis Energy to capture, sequester carbon

Deal Description: Oklahoma City-based LSB Industries Inc. announced April 28 that it agreed with Lapis Energy to develop a project to capture and permanently sequester carbon dioxide at LSB’s El Dorado, Arkansas, facility. Lapis, backed by Dallas-based Cresta Fund Management, will make 100% of the capital investment required for the project development. The project will begin immediately with expected completion by 2025 once it’s approved for a Class VI permit. This is the first carbon capture and sequestration project announced in the state and the third such project from ammonia production in the U.S. Lapis, founded in 2020, is a Dallas-based vertically integrated energy infrastructure development firm focused entirely on decarbonization through CCS. Once operational, the project at the El Dorado site will initially capture and permanently sequester 450,000 metric tons of CO2 per year in underground saline aquifers, equivalent to permanently removing 109,000 passenger cars from the road or 11 percent of the cars registered in Arkansas. The CO2 generated from the facility’s ammonia production is expected to qualify for federal tax credits.

LSB’s Outside Counsel: Vinson & Elkins led by partner Danielle Patterson in Houston and associate Zach Parker in Austin. Also advising were partner Matt Dobbins in Houston and associate Kelly Rondinelli in D.C. (environmental); partner David Cole in Houston and associate Ben Livni in L.A. (tax); and counsel Rajesh Patel in Houston and associate Marcus Martinez in Austin (technology transactions/IP)

Clearlake, TA to acquire Kofax from Thoma Bravo

Deal Description: Kofax, a provider of automation software to facilitate digital workflow, announced April 26 it agreed to be acquired by Clearlake Capital Group and TA Associates from Thoma Bravo, a software investment firm. Financial terms were not disclosed. Upon closing of the transaction, Clearlake and TA will become majority shareholders in Kofax. Founded in 1985, Kofax is one of the largest suppliers in the process automation market, supporting 25,000 customers across industries worldwide.

Expected Closing: Q3 2022

Financial Advisors to TA and Clearlake: J.P. Morgan, Jefferies, Arma Partners and Credit Suisse

Financial Advisor to Thoma Bravo: Lazard

Funding Providers: J.P. Morgan led a new syndicated financing in support of the acquisition with Credit Suisse, UBS, Jefferies, Blackstone, PSP Partners, Security Benefit and Brinley acting as joint arrangers

TA and Clearlake’s Outside Counsel: Kirkland & Ellis and Sidley Austin, including partners Mehdi Khodadad in Century City and Scott Parel in Dallas

Thoma Bravo’s Outside Counsel: Kirkland

CAPITAL MARKETS/FINANCINGS

Waste Management prices $1B in senior notes

Deal Description: Waste Management announced April 28 that it priced a public offering of $1 billion of its 4.15% senior notes due April 15, 2032. The notes will be fully and unconditionally guaranteed by the company’s wholly owned unit, Waste Management Holdings Inc. The notes have been assigned ratings of A- by Standard & Poor’s, BBB+ by Fitch and Baa1 by Moody’s. The company intends to use the net proceeds to redeem its $500 million of 2.90% Senior Notes due 2022 and for general corporate purposes. Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, BNP Paribas Securities Corp. and SMBC Nikko Securities America, Inc. are acting as joint book-running managers of the offering. Truist Securities, Inc., U.S. Bancorp Investments, Inc., Academy Securities, Inc., Cabrera Capital Markets, LLC, CastleOak Securities, L.P., CAVU Securities, LLC, MFR Securities, Inc. and Stern Brothers & Co. are co-managers.

Expected Closing: May 12

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

Waste Management’s Outside Counsel: Baker Botts including, from corporate: Clint Rancher (partner, Houston), Lakshmi Ramanathan (special counsel, Houston), Robert Cowan (associate, Houston) and Thomas Blackwell (associate, Houston); on finance: Andrew Thomison (partner, Houston); on environmental: Aileen Hooks (senior counsel, Austin) and Katie Windle (associate, Austin); on labor and employment: Jennifer Trulock (partner, Dallas); on employee benefits: Robin Melman (partner, New York) and Gabriela Alvarez (associate, Houston); and on tax: Michael Bresson (partner, Houston) and Chuck Campbell (special counsel, Houston)

Hess Midstream raises $301M in secondary offering

Deal Description: Hess Midstream Partners raised $301 million on April 30 in a secondary equity offering on the NYSE. The sale consisted of 8.9 million shares of Class A common stock.

Hess Midstream’s Outside Counsel: Latham & Watkins led by partner Thomas Brandt and co-led by partners Bill Finnegan and David Miller

Aimfinity Investment Corp. I announces $70M IPO

Deal Description: Aimfinity Investment Corp. I announced April 25 that it priced its initial public offering of 7 million units at $10.00 per unit. The units were expected to be listed on The NASDAQ Global Market and trade under the symbol “AIMAU” beginning on April 26. Each unit issued in the IPO consists of one Class A ordinary share, one Class 1 redeemable warrant and one-half of one Class 2 redeemable warrant, with each whole warrant exercisable to purchase one whole share of Class A ordinary share at a price of $11.50 per share. The offering was expected to close on April 28. US Tiger Securities Inc. and EF Hutton, division of Benchmark Investments, are the joint book-running managers. The company has granted the underwriters a 45-day option to purchase up to 1.05 million more units at the IPO price to cover any over-allotments. While the company won’t be limited to a particular industry or geographic region in its identification and acquisition of a target company, it will not complete its initial business combination with a target that is headquartered in China, including Hong Kong and Macau, or conducts a majority of its business in China, including Hong Kong and Macau.

US Tiger Securities’ Outside Counsel: Winston & Strawn led by Houston partner Mike Blankenship and including Houston associates Robbie Oakes, Luisa Patoni, Alexandra Santana and Ben Smolij

Bastrop Bancshares raises $30M in private debt offering

Deal Description: Hunton Andrews Kurth announced April 28 it counseled underwriter Performance Trust Capital Partners on Bastrop Bancshares Inc.’s private debt offering of worth $30 million. The deal was completed on March 18. They were 10-year fixed-to-floating rate subordinated notes structured such that it qualified as Tier 2 capital at the holding company. The notes will initially bear interest at 4.00% per year through March 18, 2027, and thereafter pay a quarterly floating rate equal to three-month average SOFR (secured overnight financing rate) plus 225 basis points. The bank plans to use the net proceeds for potential future strategic opportunities and general corporate purposes, including investments in its wholly-owned unit, the First National Bank of Bastrop, as regulatory
capital.

The HAK Team: Led by partner Peter Weinstock in Dallas

Bastrop’s Outside Counsel: Fenimore Kay Harrison led by partner Geoffrey Kay in Austin

Addendum:

Kirkland & Ellis advised TPG on its $7.3 billion final close of TPG Rise Climate, the climate investing strategy of its global impact investment platform TPG Rise, reaching its hard cap. The Kirkland team was led by investment funds partners Erica Berthou in New York and Susan Eisenberg in Houston.   

Claire Poole

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

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