The Texas Lawbook

Free Speech, Due Process and Trial by Jury

CDT Roundup: 18 Deals, 13 Firms, 220 Lawyers, $10.6B

The Boomers are back – and ready to get out. 

M&A predictions heading into 2020 were bullish on continued – and escalating – Baby Boomer exits. Then Covid-19 hit, slowing transaction activity and even crippling shops that hadn’t shored up resources to fend off a global pandemic that shuttered some businesses for months.

Yet BMO Harris points to a Boomer-led eagerness to exit in a recent transaction trend note geared toward private equity sponsors in the middle-market space. The bank’s reasoning is three-pronged with burnout, taxes and abounding variety in the ways in which to exit as key factors.

BMO Capital Markets reported that Boomers own about 50% of small and medium-sized businesses – and that 72% of small and medium-sized businesses didn’t have a succession plan heading into the pandemic. 

After weathering the storm, the financial institution said that valuation is less top-of-mind than certainty after the fatigue and stresses brought on by 2020 – an intriguing supposition with many sources reporting to swollen valuations and even overinflated future EBITDA.

Changes to capital gains taxes are the most volatile – and motivating – among sell-side clients, according to sources in the legal and financial advisory space. And BMO Harris concurred in its research as business owners could see their capital gains taxes nearly double from 20% to 39.6% under proposed legislation from the Biden Administration. 

BMO Harris also mentioned the potential of an accelerated removal timeline for qualified business income deductions, which would result in another massive material change to any business’ bottom line. 

Beyond the woes of the pandemic and tax troubles, Boomers face an exit environment rife with different strategies to get out of their businesses – and get out thoughtfully. 

From roll-ups, bolt-ons or buy-outs to private equity firms or family offices to retained equity or a roll-over stakes in a new combined entity, it’s exit du jour for the Boomers in 2021 if folks are willing to get creative. And for the right kinds of targets, it seems like sponsors are ready to put their money to work.

Last week in Texas dealmaking, 11 M&A and funding deals accounted for at least $5.87 billion and seven capital markets transactions accounted for $4.809 billion. Those deals included 220 Texas-based lawyers from 13 firms.

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
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

The previous week’s count saw fewer deals with fewer lawyers and firms involved for a combined $10.4 billion between M&A, funding and capital markets transactions.

Year over year, the pandemic’s impact on deal flow showed. The same period had $310 million in activity – tied solely to M&A – with 34 lawyers from six firms working on five deals.

Note: Texas Lawbook corporate transactions editor Claire Poole contributed to this article.

M&A/FUNDING

Bonanza Creek, Extraction to Merge in $2.6B Deal

Two publicly traded Denver-based companies will combine to create Civitas Resources, a net-zero oil and gas company set to be the largest pure-play energy producer in Colorado’s Denver-Julesburg Basin.

Bonanza Creek Energy and Extraction Oil & Gas announced on May 10 a definitive merger agreement with Extraction shareholders set to receive 1.1711 Bonanza shares for each Extraction share, giving the 50-50 transaction an enterprise value of about $2.6 billion. 

For Bonzanza Creek, J.P. Morgan Securities served as financial advisor and Vinson & Elkins served as legal advisor. 

JPMorgan’s team included Jonathan Cox of Houston, Michael Johnson of New York and Alex Greenberg of Houston.

The V&E corporate team was led by partners Steve Gill of Houston and Shelley Barber of New York along with Dallas senior associate Alex Robertson and Houston associates David Lassetter, Andrea Siso and Patrick Nichols and Dallas associate Elizabeth Janicki.

Also advising were partner Katherine Frank and associates Cameron Land, Claire Wenholz and Anne Jensen, all of Dallas; partners James Meyer and Wendy Salinas, senior associate Brian Russell and associate David Gilbert, all of Dallas; partner Shane Tucker, senior associate Missy Spohn and associate Matt Green, all of Dallas; partner Sean Becker and associate Peter Goetschel, both of Houston; partner Brett Santoli and senior associate Maya Bobbitt, both of New York; Houston partner Paul Heath and New York senior associate Lauren Kanzer; Houston partner Larry Nettles; partner Suzanne Clevenger and associate Tray Smith, both of Houston; and partner John Grand and counsel Elena Sauber, both of Dallas.

Extraction selected Petrie Partners Securities as a financial advisor with a deal team led by Jon Hughes, John Fossum and Max Silverman, all of Denver, in addition to Austin Hughes in the Houston office.

Kirkland & Ellis acted as legal advisor to Extraction with a team led by corporate partners Doug Bacon of Houston and Alex Rose of Dallas and Houston associates Camille Walker and Brittany Scheier; Houston capital markets partners Julian Seiguer and Bryan Flannery; Houston asset partners Anthony Speier and Chris Heasley and associate Alia Heintz; and Houston tax partner Mark Dundon.

The transaction is expected to close in the third quarter.

In an analyst note, Nick Pope of Seaport Global Securities said he likes the combination of these two assets, though it does bring more DJ-Basin exposure to properties with more urban development.

Caris Life Sciences Bring in $830M Equity Round

An Irving-based molecular science and artificial intelligence innovator has raised $830 million in growth equity.

Caris Life Sciences teamed up with Sixth Street Partners to raise the fresh funding as it looks to continue commercial expansion. Sixth Street invested a “significant” amount in the most recent round that it led.

Shearman & Sterling advised Caris in the transaction with a team led by New York partner Robert Masella and Austin partner Russ Denton along with Austin associates Cassandra Cuellar and Kira Richards and Dallas associate Sara Prendergast.

Ropes & Gray served as legal counsel to Sixth Street. 

The round marks the third notable investment from Sixth Street, which previously contributed $150 million in growth debt in 2018 and, last year, participated in a $235 million growth equity round in addition to investing $75 million in growth debt financing. 

Other investors included Columbia Threadneedle Investments, Canada Pension Plan Investment Board, Millennium Management, Neuberger Berman Funds, Dallas-based Highland Capital Management, Rock Springs Capital, OrbiMed, ClearBridge Investments, Tudor Investment Corp., Eaton Vance Equity, Pura Vida Investments and First Light Asset.

Laredo Petroleum Acquires Assets of EnCap Portfolio Company

Tulsa’s Laredo Petroleum announced on May 9 that it entered into a purchase and sale agreement to acquire Sabalo Energy and a non-operating partner in a $715 million deal, including $625 million in cash and 2.5 million common equity shares.

The acquisition of Sabalo, a portfolio company of EnCap Investments, and the non-operating partner provides about 21,000 contiguous net acres in Howard County of the Permian Basin. It also includes 120 operated oil-weighted locations and about 150 non-operated location. 

Laredo plans to partially fund the acquisition through its divestiture in certain assets in Reagan and Glasscock counties through a sale to Sixth Street Partners (see below). The company will also look to borrowings tied to its $725 million senior secured credit facility and the issuance of about 2.5 million shares to EnCap. 

Bracewell advised Sabalo on legal matters with a team led by partners Molly E. Butkus and Charles H. Still Jr. of Houston, Steven J. Lorch of New York, Rebecca L. Baker of Houston, Timothy A. Wilkins of Austin and Daniel E. Hemli of New York; and associates John L. Stavinoha III, Kate Barrington McGregor, Jarrod H. Gamble, Caroline E. Ellis and Colleen N. Sitton of Houston and Michael A. Recchia of New York.

Sabalo selected Jefferies as financial advisor, while Laredo worked with Citigroup and Houlihan Lokey on financial matters.

Willkie Farr & Gallagher served as legal advisors to Laredo. 

Houston partner Michael De Voe Piazza led the Willkie team alongside partners David Aaronson of Houston and Jeffrey Hochman of New York and Houston associates Will Thanheiser and Luke Tanner.

The transaction is expected to close in July.

Hanwen Chang, an analyst at Simmons Energy, said in a note the bolt-on acquisition doubles Laredo’s inventory from two to three years to four to five years and increases the oil mix to 50%.

Sidley Advises Bodega Latina, GCC in Acquisition of Apollo Portfolio Company

Bodega Latina Corp., a grocery store retail marketplace and subsidiary of Grupo Comercial Chedraui, agreed to acquire grocery warehouse story Smart & Final.

Apollo Global Management acquired Smart & Final in 2019 and will sell the unit for about $620 million.

Smart & Final will operate as a unit within GCC.

Sidley Austin represented GCC and Bodega Latina on legal matters in the transaction with a team led by Houston M&A partner Katy Lukaszewski with additional Texas-based assistance from Houston partner Mark Metts, Dallas partner Kelly Dybala and Dallas counsel Karen Goldstein.

Bufete Robles Miaja also advised on legal matters, while RBC Capital Markets counseled the companies on financial.

Credit Suisse and Deutsche Bank acted as financial advisors, while Morgan, Lewis & Bockius acted as the legal advisor to Smart & Final and Apollo. 

Skadden, Arps, Slate, Meagher & Flom and Galicia Abogado acted as the legal advisors to the joint lead arrangers and joint bookrunners on financing.

Accelerate Real Asset Management Launches Renewable Energy JV

With a sizable capital commitment of $500 million, Dallas’ Accelerate Real Asset Management has launched a new joint venture with an undisclosed institutional investor focused on investing in renewable energy infrastructure. 

Activate, the name of the new JV, will acquire real property interests directly from landowners in addition to providing capital for developers looking for low-cost financing. The assets will likely be associated with utility-scale solar, wind and energy storage facilities.

Vinson & Elkins provided legal counsel to Accelerate with a team led by senior associates Crosby Scofield of Houston and Brian Russell of Dallas.

V&E partner Danielle Patterson of Houston, counsel Scot Dixon of Houston, partner Todd Way of Dallas and Houston and senior associate Nettie Downs of Houston also advised on the matter.

Laredo Petroleum Sells PDP Reserves to Sixth Street Partners to Fund Sabalo Deal

Concurrently with its acquisition of Sabalo Energy’s assets (see above), Laredo Petroleum also announced the sale of 37.5% of its operated proved developed producing reserves in its leasehold in Reagan and Glasscock counties of the Permian Basin.

An affiliate of Sixth Street Partners will pick up the assets, which included reserves of around 94 million barrels of oil equivalent – 18% oil – with associated production of about 25,000 BOE per day at the close of the deal.

Laredo will retain all undeveloped locations in the transaction, which is expected to close in July.

Akin Gump served as Laredo’s legal advisors.

For Akin Gump, corporate partners David Sweeney, Stephen Boone and Chris Centrich led the all-Houston team with corporate practice co-head John Goodgame and partners William Morris and Eric Muñoz; tax partners Alison Chen and Jocelyn Tau; and corporate counsel Kevin Schott and Paul Monsour, associate Katherine Raymond and senior practice attorney Shane Sullivan.

Houlihan Lokey acted as financial advisor to Sixth Street while White & Case served a legal counsel.

The White & Case team was led by a Houston-based team including partners Mingda Zhao and Emery Choi and associates Nate Bascom, Leslie Vaughn and Yuxi Wang. The team also included Houston partners Mark Holmes, Chad McCormick and Taylor Pullins and associates Forrest Brown and Neil Clausen; New York partners Thomas MacWright and Jonathan Michels; Chicago partner Will Guerrieri; and Washington, D.C., partner Rebecca Farrington.

Gibson, Dunn & Crutcher advised Houlihan Lokey on legal matters with a team led by Houston partner Hillary Holmes and including Houston associates Justine Robinson and Brian Downs. 

Bird to Go Public in SPAC Merger

Electric vehicle transportation company Bird will hit the public markets thanks to a merger with NGP Switchback II, a private investment fund advised by Dallas’ NGP Energy Capital Management and Switchback management.

The combined company will go by the name of Bird Global and trade on the New York Stock Exchange upon close of the merger between Bird and the special purpose acquisition company.

As part of the transaction valuing Bird at $2.3 billion, the company’s current shareholders will roll over to the new company, retaining their existing equity stake and putting the shareholders at 82% ownership of the new company.

Latham & Watkins represented Bird in the transaction with a corporate deal team led by New York partner Justin Hamill, Washington, D.C., partner Rachel Sheridan and New York counsel Michael Anastasio.

Vinson & Elkins advised Switchback on legal matters with a team that included partners Doug McWilliams of Houston, Ramey Layne of Houston, David Peck of Dallas, Lina Dimachkieh of Houston, Sean Becker of Houston, Shane Tucker of Dallas, Devika Kornbacher of Houston and New York, Margaret Peloso of Washington, D.C., and New York, Hill Wellford of Washington, D.C., and Matthew Stammel of Dallas.

Also pitching in counsel Sarah Mitchell of Dallas and Martin Luff of Houston and London; senior associates Mike Marek of Houston, Andrew Schulte of Houston, Brian Russell of Dallas, Kristy Fields of Houston, Ben Cukerbaum of Austin and Ryan Will of Washington, D.C.; and associates Todd Hartis of Houston, Jordan Fossee of Houston and Elisie Lee of New York.

Credit Suisse Securities (USA) acted as financial and capital markets advisor to Bird and Goldman Sachs & Co. as exclusive financial advisor to Switchback.

Credit Suisse and Goldman Sachs also will co-lead placement agents on the private placement.

In addition to $316 million cash-in-trust, Switchback has raised $200 million in committed financing for the deal, including $160 million in private investment in a public entity financing from Fidelity Management & Research Co. and other investors and a $40 million vehicle financing credit facility through Apollo Investment Corp. and MidCap Financial Trust.

Pending the close of the transaction in the third quarter, the combined entity will retain net proceeds of up to $428 million in cash.

Pioneer to Combine With Denver Bank in All-Stock Deal

The holding companies behind Pioneer Bank and Sunflower Bank plan to merge, Austin’s Pioneer Bancshares and Denver’s FirstSun Capital Bancorp announced on May 11.

In the all-stock deal, Pioneer Bank and Pioneer Bancshares will merge in Sunflower Bank and FirstSun in a transaction expected to close in October.

Financial terms of the transaction were not disclosed. The combined bank will have more than $7 billion in total assets across 60 locations in the U.S.

FirstSun selected Stephens as financial advisor to FirstSun and Columbia, South Carolina-based Nelson Mullins Riley & Scarborough as legal counsel.

Partners Maurice Holloway, Ann Murray and Brennan Ryan and of counsels Aileen Nagy and John Willis led the Nelson Mullins team.

Pioneer tapped Piper Sandler & Co. as financial advisor and Bracewell as legal counsel.

The Bracewell team included partners Joshua T. McNulty of Dallas, Don J. Lonczak of Washington, D.C., Scott C. Sanders and Rebecca L. Baker of Houston, Timothy A. Wilkins of Austin and Jason M. Jean, Will Anderson and Troy L. Harder of Houston; and associates Kate Barrington McGregor and Kathy Witty Medford of Houston, Michael A. Recchia of New York and Caroline E. Ellis of Houston.

Astound Commerce Receives Investment From RLH, Salesforce Ventures

Private equity firm RLH Partners and Salesforce Ventures, Salesforce’s corporate investment arm, invested an undisclosed sum in Astound Commerce in a transaction that closed on May 6. 

The infusion is expected to aid Astound, a digital commerce company, in its North Star Plan, an initiative launched in 2020 to make the firm a global leader in the space.

Astound selected Piper Sandler & Co. as financial advisor while Latham & Watkins acted as legal counsel with a team led by Bay Area partner Luke Bergstrom and associate Bret Stancil.

Vinson & Elkins advised RLH Equity on legal matters with a team led by partners Milam Newby of Austin and Emily Stephens of Los Angeles and counsel Daniel McEntee of Houston with assistance from senior associate Kate Rainey Willson of Austin and associates Jimmy Chalk of Austin and Houston, Alan Albrecht of Austin and Freddie Wright of London.

V&E partners partners David Wicklund of New York and Lucy Jenkins of London, senior associates Caitlin Snelson Houston and Nicole Hamill of London and associates Arthur Muñoz of Dallas and Taylor Daily of Houston advised on finance matters; partner Jason McIntosh of Houston, senior associate Allyson Seger of Austin and associates Lauren Nieman Houston and Byul Han of London advised on tax matters; partner Thomas Wilson of Houston, counsel Martin Luff of London and Houston and senior associate Alex Bluebond of Houston advised on labor and employment; and senior associate Ben Cukerbaum of Austin advised on technology transactions/IP.

Also lending a hand were partner David D’Alessandro of Houston and Dallas, counsel Julia Petty of New York and associate Mary Daniel Morgan of Houston, who advised on executive compensation and benefits; Sarah Mitchell of Dallas, who weighed in on insurance; partner Fry Wernick, counsel Elizabeth Krabill McIntyre, senior associates Brian Howard and Ryan Stalnaker and associate Alison Harmes, all of Washington, D.C., who worked on litigation matters; and counsel David Smith of Washington, D.C., who was tapped on antitrust matters.

Investment Firm Acquires Fast-Growing Woodlands Fiber Provider

Private investment firm Grain Management plans to acquire fiber-to-home provider Tachus from Crosstimbers Capital Group.

Tachus, based in The Woodlands, is a fast-growing fiber optic network provider in the Houston area, aligning with Grain’s push to invest in the broadband space. The acquisition is expected to fuel further growth for Tachus. 

The transaction for Tachus, a deal that is expected to close in the second quarter, marks the inaugural investment drawing on Grain Communications Opportunity Fund III. 

Alston & Bird served as legal counsel to Grain. 

Bank Street Group served as exclusive financial advisor to Tachus, while Vinson & Elkins and Willkie Farr & Gallagher served as legal counsel. 

The Bank Street team included James Henry, Peter Beckett, Tim Murphy and Alex Kozak.

Partners Michael De Voe Piazza of Houston, Robert Jacobson of Houston and Michael Katz of New York led the transaction for Willkie along with Houston associates Will Thanheiser and Yaniv Maman. 

The V&E team was led by Houston senior associate Robert Hughes with assistance from Dallas associate KJ Pedersen and Houston associates David Lassetter and Nina Bhatia. 

Partners Todd Way of Dallas and Houston and Glen Rosenbaum of Houston, Dallas senior associate Brian Russell and Dallas associates Miron Klimkowski and David Gilbert; Houston senior associate Caitlin Snelson and Dallas associate Frank George; Houston counsel Christie Alcala; and New York counsel Julia Petty also assisted.

The V&E team also included partner Devika Kornbacher of Houston and New York, Houston senior associate Sean Hill and Houston associate Sean Belding; Houston partner Matthew Dobbins; Dallas partner Prentiss Cutshaw and Houston counsel Scot Dixon; Dallas counsel Sarah Mitchell; partners Darren Tucker and Hill Wellford and senior associate Ryan Will, all of Washington, D.C.; partner Mike Dry and senior associate Brian Howard, both of Washington, D.C.; and partner Christopher Popov and senior associate Matthew Hoffman, both of Houston.

North America’s Largest Exterior Building Products Manufacturer Adds Company With 300 Employees

In a move expected to create synergies through purchasing, manufacturing and revenue growth opportunities, publicly traded Cornerstone Building Brands announced on May 3 plans to purchase Prime Window Systems.

Cary, North Carolina’s Cornerstone is the largest manufacturer of exterior building products in North America while Prime Windows serves the with energy-efficient vinyl window and door products. 

Although terms of the transaction were not disclosed, Prime Windows employs about 300 at manufacturing locations in Colorado and Washington and generated about $60 million in sales last year.

Bracewell represented Cornerstone in legal matters with a team led by partners Derek A. B. Speck of Houston, Rebecca L. Baker of Houston, Matthew B. Grunert of Houston, Daniel E. Hemli of New York, Steven J. Lorch of New York, David A. Shargel of New York, Timothy A. Wilkins of Austin and Tony L. Visage of Houston; counsel Jacqueline R. Java of Washington, D.C.;  and associates W. Jared Berg, Caroline E. Ellis and Jay N. Larry of Houston, Christie L. Latimer of Dallas, Michael A. Recchia of New York and Kevin R. Tamm and Emily A. Banse of Houston.

CAPITAL MARKETS

CenterPoint Closes $1.7B Senior Note Offering

Houston-based CenterPoint Energy closed on a $1.7 billion senior notes offering on May 13 as it looks to repay borrowings tied to a term loan agreement that matures in June, senior notes due this year and a portion of outstanding paper.

The offering included a $700 million principal amount of floating rate senior notes due 2024, $500 million aggregate principal amount of 1.45% senior notes due 2026 and $500 million aggregate principal amount of 2.65% senior notes due 2031.

BofA Securities, Mizuho Securities, MUFG, PNC Capital Markets and US Bancorp served as representatives and joint bookrunners while Scotiabank served as a passive joint book-running manager. R. Seelaus & Co. also served as co-manager. 

CenterPoint worked with Baker Botts, as usual, on legal matters, while Hunton Andrews Kurth represented the underwriters. 

Corporate partners Tim Taylor and Clint Rancher led the Houston-based Baker Botts team along with associates Josh Gonzales, Parker Hinman and Rob Cowan. The team also included New York finance partner Robert Wann in addition to tax partner Michael Bresson and senior associate Jared Meier, both of Houston.

The Hunton AK team included New York partners Pete O’Brien and Adam O’Brian and associates Brendan Harney, S. Ashley Jaber and Matthew Hayes. Houston partner Robert McNamara and associate Tim Strother provided tax advice.

Southern Closes $1B Offering in Junior Subordinated Debt

The Southern Co., a massive Atlanta-based gas and electric utility holding company, completed a junior subordinated notes offering worth $1 billion. 

On May 4, the publicly traded company closed the offering that consisted of Series 2021A 3.75% fixed-to-fixed reset rate notes due September 15, 2051.

Troutman Pepper Hamilton Sanders acted as legal counsel to the Southern Co.

Citigroup Global Markets, Goldman Sachs & Co., Mizuho Securities USA, MUFG Securities Americas, Scotia Capital (USA) and Truist Securities acted as joint booking-running representatives in the transaction. 

HuntonAK represented the underwriters. New York partners Steven Friend and Peter O’Brien led the transaction, along with Houston partner Robert McNamara, Richmond partner Eric J. Nedell, New York associate Michelle Chan, New York associate Patrick C. Jamieson and Houston associate Tim Strother.

Florida P&L Looks to Floating Rate Notes

Rate-regulated electric utility Florida Power & Light Co. announced $1 billion in floating rate notes due May 10, 2023.

BNP Paribas, BNY Mellon Capital Markets, J.P. Morgan and PNC Capital Markets acted as joint book-running managers in the transaction with Cowen, DNB Markets and HSBC serving as co-managers and Cabrera Capital Markets and Drexel Hamilton serving as junior co-managers.

Squire Patton Boggs and Morgan, Lewis & Bockius acted as co-legal counsel to FPL.

Hunton AK represented the underwriters in the transaction with a team led by New York partner Steven Friend along with Houston partner Robert McNamara and New York associates Michelle Chan and Patrick C. Jamieson.

Wells Fargo Aids in Exit Financings for Diamond Offshore

In conjunction with Diamond Offshore Drilling’s Chapter 11 bankruptcy, Wells Fargo acted as administrative agent in two exit financings that share a first lien on virtually all of the offshore drilling company’s assets, including rigs.

One exit financing included a $400 million first-out secured revolving credit facility while the other consisted of a $100 million last-out secured term loan facility.

Bracewell provided legal counsel to the banking giant.

The Bracewell team included partners Kate H. Day of Houston, William A. (Trey) Wood III of Houston, Rebecca Keep of New York, William H. Ebert of Washington, D.C., Mark E. Dendinger of Connecticut and New York, Robert G. Burns of New York, Bradley J. Benoit of Houston, Benjamin J. Martin of Houston, Olivia Caddy of London, Manuel Vera of Houston, Elizabeth L. McGinley of New York and Don J. Lonczak of Washington, D.C.; and New York senior counsel Annemarie E. Dunleavy.

Associates included Lilliana Dealbert of New York, Miles Tonkin of London, Anna K. Miller of Austin, Christie L. Latimer of Dallas, Andrew C.J. Bueso and Emily A. Banse of Houston, Mark Wulfe of New York, Derek Reusche and Jordan E. Crawford of Houston, Sylvia Cherem of New York, Sara Orengo Lytal, Robert Grattan, Eric Lai, Drew Taggart, Dadren Babineaux and Shruthi Prabhu of Houston and Jonathan Lozano of Austin.

AEP Texas Closes on $450M in Senior Notes

AEP Texas, an affiliate of American Electric Power Co., closed a $450 million senior note offering on May 6.

The principal amount deals with 3.45% Series J senior notes due 2051.

General Counsel David C. House led the in-house team for AEP Texas. Simpson Thacher & Bartlett advised AEP Texas in the transaction.

CIBC World Markets Corp., MUFG Securities America, Scotia Capital (USA) and TD Securities (USA) acted as joint book-running managers. The Bank of New York Mellon Trust Co. acted as trustee, while Academy Securities and Loop Capital Markets acted as co-managers.

Hunton AK advised the underwriters with a team led by New York partner Steven Friend along with Houston partner Robert McNamara and New York associates Michelle Chan, Matthew A. Hayes and Mae Ji.

Another AEP Company Closes on $450M Note Offering

Indiana Michigan Power Company, a subsidiary of American Electric Power Co., closed on April 29 a $450 million senior notes offering.

The $450 million principal amount was in 3.25% Series O senior notes due 2051.

Simpson Thacher & Bartlett acted as legal counsel to I&M.

Truist Securities, Citigroup Global Markets, Mizuho Securities and RBC Capital Markets acted as joint book-running managers. Fifth Third Securities and Huntington Capital Markets acted as co-managers.

Hunton AK represented the underwriters in the transaction

New York partner Steven Friend led the Hunton AK team along with Houston partner Robert McNamara; New York partner Christina S. Kwon; Richmond partner Eric J. Nedell; New York partner Peter K. O’Brien; New York associates Michelle Chan, Matthew A. Hayes and Mae Ji; and Houston associate Tim Strother.

Houston Lawyers Aid in First Social Bond-Backed Infrastructure Project 

The first social bond-linked infrastructure project in Latin America moved one step closer to development: the Puerta de Hierro Toll Road, a thoroughfare set to connect Colombia’s port cities of Barranquilla and Cartagena with other destinations along the Caribbean coast and further south to Medellín and Bogotá.

This is also the first bond guaranteed by the U.S. International Development Finance Corp.

Part of the proceeds from the $209 million bond issuance will go toward refinancing a loan obtained in 2019.

The bond issuance was made possible, in part, by Assured Guaranty Municipal Corp. partially insuring the DFC guaranty.

Hogan Lovells represented Assured Guaranty in legal matters with a team led by Houston partner David Locascio along with Houston associate Kyle Hamilton. 

©2022 The Texas Lawbook.

Content of The Texas Lawbook is controlled and protected by specific licensing agreements with our subscribers and under federal copyright laws. Any distribution of this content without the consent of The Texas Lawbook is prohibited.

If you see any inaccuracy in any article in The Texas Lawbook, please contact us. Our goal is content that is 100% true and accurate. Thank you.

© Copyright 2022 The Texas Lawbook
The content on this website is protected under federal Copyright laws. Any use without the consent of The Texas Lawbook is prohibited.