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CDT Roundup: 17 Deals, 13 Firms, 138 Lawyers, $6.8B

News this week that Joe Biden plans to rescind the presidential permit for the long-contested Keystone XL pipeline project on his first day in office may have been the symbolic nail in the coffin for a pan-North American oil and gas industry. The controversial project being developed by Canadian midstream giant TC Energy couldn’t even survive with a stated zero-emission goal and a pledge to include Indigenous communities as equity owners. 

Biden’s planned move could be based partly on the incoming administration’s decarbonization goals, partly on retribution for the Trump administration for approving the permit after Barack Obama denied it. Whatever the case, the oil sands pipeline was bound to be a very public black eye for Biden if approved.

With U.S. environmental policy now geared toward massive decarbonization efforts, and investor dollars increasingly finding their way into the hands of technology and renewable energy developers, it’s safe to say that the energy transition is finally here.

We see it in this week’s deal tracker, with a TPG-backed fund’s investment in a carbon offset provider. The market for offsets is growing as businesses look to reduce their greenhouse gas footprints, and S&P Global Platts and IHS Markit have both recently announced plans to offer price assessments for carbon credits.

This week also saw the $1.6 billion merger between special purpose acquisition company ArcLight Clean Transition and electric vehicle battery manufacturer Proterra, as well as the $275 million IPO of Switchback Energy II, an energy transition-focused SPAC.

There was also a pair of related dealsl in the space of liquefied natural gas, the so-called “bridge fuel” of the energy transition, amounting to $2.4 billion in value. US LNG player New Fortress Energy will get a foothold in Brazil’s fast-growing gas-to-power market with the acquisition of Hygo, a joint venture of European developer Golar LNG and Stonepeak Infrastructure II, and will acquire a fleet of floating regasification facilities and LNG carriers with the purchase of Golar’s master limited partnership. 

As one might expect, traditional hydrocarbons deals were rare, though Pioneer Natural Resources took steps to refinance the debt it took on with its acquisition of Parsley Energy. Shale gas player Antero Resources also refinanced some of its debt with a $700 million offering of senior notes.

In addition, ORIX-backed Specialty Welding acquired Hydroprocessing Associates, allowing it to expand its offerings to include catalyst handling and US refineries and petrochemical facilities.

So, what this amounts to in billable work for Texas lawyers is this: 17 deals worth a rounded-up $6.8 billion by 138 lawyers at 13 different firms. There were 11 M&A deals, but only two with reported values totaling $2.4 billion and 6 capital markets deals $4.4 billion.

Weekly Corporate Deal Tracker Roundup Stats

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

How does that compare to the past? The week before there were 22 deals worth a rounded-down $6.8 billion. And last year at this time there were 23 deals worth $9.6 billion.

M&A/PE FUNDING/PE FUNDING

Four Firms Advise on Two New Fortress Deals for $2.1B

As previously reported by The Texas Lawbook, US LNG player New Fortress Energy is set to pounce on Brazil’s fast-growing gas-to-power market with the acquisition of Hygo Energy Transition, a joint venture of European developer Golar LNG and Stonepeak Infrastructure II, in a cash-and-stock deal with an enterprise value of $3.1 billion and a $2.18 billion equity value.

New Fortress will also take over Golar’s master limited partnership Golar LNG Partners in a cash deal with an enterprise value of $1.9 billion and an equity value of $251 million.

Skadden, Arps, Slate, Meagher & Flom is advising New Fortress in the transactions with a team led largely from New York that included Houston partner Eric Otness.

Also advising New Fortress are teams from Conyers Dill & Pearman and Watson Farley and Williams.

Vinson & Elkins is advising Hygo with a team led from Houston by partners David Oelman and Lande Spottswood with assistance from senior associate Jing Tong and associates Alex Lewis, Rob Vezina and Natalie Stanley. Partners Kaam Sahely of Houston and Austin and Shay Kuperman Houston, also advised, along with senior associate Nadine Amr of London and associates Steven Wilson (also of London), Caroline McDonald (Houston) and Louise Fischel-Bock (London) on energy transactions/projects.

Houston partner Matt Dobbins and associate Audrey Doane counseled on environmental matters, with; partner David D’Alessandro of Houston and Dallas and counsel Dario Mendoza of Dallas handling executive compensation and benefits.

Partners Gary Huffman of Washington, D.C. and Lina Dimachkieh of Houston, along with Houston associate Liz Snyder advised on tax, while Houston partner Sean Becker and counsel Martin Luff, who splits his time between Houston and London advised on labor and employment.

Houston partner John Michael counseled on maritime/offshore matters and partner Suzanne Clevenger, also of Houston, advised on energy regulatory matters.

Goldman Sachs is financial advisor to Hygo.

Baker Botts is representing Golar in the sale of its stake in the Hygo JV as well as the sale of its MLP.

The corporate team working the Hygo sale was led from Washington, D.C and New York, though Houston partner Jon Lobb and Dallas associate Snow Rui advised on tax matters.

For the MLP transaction, the corporate team was again based largely in Washington, D.C. ad New York, though it included Houston associate Daniel Jung.

Lobb and Rui again advised on tax matters for the MLP deal.

Akin Gump Strauss Hauer & Feld is acting as legal advisor to the conflicts committee of the MLP’s board of directors, which recommended approval of the deal.

The Akin Gump team was led by corporate partners John Goodgame and Lisa Hearn. They were joined by corporate counsel Mary Lovely and associate Alexander France; tax partner Jocelyn Tau; and, for antitrust aspects of the transaction, partners Davina Garrod and Gorav Jindal and counsel Victoria Yuan and Matthew Schmitten.

Deutsche Bank Securities is acting as financial advisor to the committee.

Simpson, Thacher, & Bartlett are acting as legal advisors to Stonepeak.

With the acquisition of Hygo, New Fortress will acquire an operating floating storage and regasification unit (FSRU) terminal and a 50% interest in a 1500-megawatt power plant in Sergipe, Brazil as well as two other FSRU terminals with 1200 megawatts of power in in Brazil. Hygo’s fleet consists of a newbuild FSRU and two operating LNG carriers. In exchange, it will pay $580 million in cash ancand 31.4 million shares of Class A common stock. Golar LNG Ltd will receive $50 million in cash and 18.6 million of the shares, while Stonepeak will receive $530 million in cash and 12.7 million shares.

With the MLP deal, the company will also acquire a fleet of six FSRUs, four LNG carriers and a 50% interest in Trains 1 and 2 of the Hilli floating liquefaction vessel. New Fortress will acquire all the outstanding common units of the MLP for $3.55 per common unit in cash.

Latham, Kirkland Advise as Proterra Merges with Arclight SPAC

Also as previously reported, Electric vehicle technology specialist Proterra announced Jan. 12 that it would go public via a $1.6 billion merger with blank-check firm ArcLight Clean Transition Corp.

Proterra, which produces batteries and charging systems for commercial electric vehicles, said in a statement the deal would take its technologies to “new levels” of growth. The company is based in Burlingame, Calif., with manufacturing facilities on the West Coast and in South Carolina. It also has an R&D space in Silicon Valley.

Latham & Watkins advised Proterra, with Houston partner Ryan Maierson leading along with Chicago partners Mark Gerstein and Max Schleusener, with Chicago associates Megan Staub, Lucy Chauvin, Jonathan Sarna, KC Sands and Ryan Hudson. California firm Fenwick & West also provided legal counsel, and BofA Securities acted as lead financial advisor.

Kirkland & Ellis counseled ArcLight with a team led by transactional partners Doug Bacon of Houston, Kristin Mendoza of New York and Alex Rose of Dallas. Capital markets partners Jim Rowe of Chicago and Brooks Antweil of Houston were also on the team.

Barclays acted as M&A advisor to Arclight, with Citigroup acting as M&A and Capital Markets advisor. Meanwhile, Morgan Stanley and Barclays are acting as lead placement agents, and BofA Securities was joint placement agent for ArcLight.

Proceeds from the transaction include $648 million in cash at closing, with about $278 million of that held in ArcLight Clean Transition’s trust account from its initial public offering in September 2020.

Shearman & Sterling counsels on $2.1 billion cryptocurrency SPAC merger

InterContinental Exchange (known as ICE) plans to take its cryptocurrency venture Bakkt public through a merger with Chicago blank-check firm Victory Park Capital.

The deal, announced Jan. 11, values the combined company at $2.1 billion.

Shearman & Sterling is advising Bakkt on the deal, with a team led from Austin by  partner Matt Lyons with partner Alan Bickerstaff, and associates Don Song, Cassandra Cuellar. The team also included partner Alain Dermarkar, Michael Andrews and Julia Pashin, all in Dallas.

The firm also advised Bakkt on its initial $182.5 million equity raise in 2019.

PJ Solomon is financial advisor to Bakkt.

White & Case is serving as legal advisor to Victory Park, with Jefferies acting as financial advisor.

“With VPC Impact Acquisition Holdings, our aim was to identify a high-growth fintech company with competitive differentiation and significant white space, and we are pleased to have found a great match in Bakkt,” said VPC chief executive John Martin.

“The company has a strong position in one of the most well-funded and fastest growing areas of technological expansion, as evidenced by its diversified revenue generation model and pathway to near-term profitability. We thank Jeff, David and the ICE team for their vision and look forward to working with Gavin and the Bakkt team to grow its market-leading position in digital assets.”

Latham advises Desktop Metal on $300 million buy

3-D printing specialist Desktop Metal looking to expand its customer base and more than double its distribution network with the planned acquisition of peer EnvisionTEC for $300 million in cash and stock.

In particular, Desktop Metal will get access to EnvisionTEC’s prime positions in the dental and jewelry market, as well as intellectual property materials spanning 140 pending and issued patents.

Latham & Watkins is representing Desktop Metal in the transaction, which was announced Jan. 15, with a corporate deal team led by Houston partner Ryan Maierson, and Boston partners John Chory and Emily Taylor, with Boston associate Taylor Weaver. A Latham & Watson spokesperson told The Texas Lawbook the deal is Maierson’s eighth to be announced so far this year.

Maierson also advised on Desktop Metal’s deal to go public in August of last year.

“EnvisionTEC is a true pioneer and responsible for many of the leading technologies widely used today to produce end-use photopolymer parts through additive manufacturing,” Desktop Metal chief executive Ric Fulop said. 

“Together, Desktop Metal and EnvisionTEC have an opportunity to shape the future of Additive Manufacturing 2.0 and transform how parts are made around the world. I look forward to welcoming EnvisionTEC to the Desktop Metal team to deliver world-class additive manufacturing solutions that help make our customers successful.”

Jones Day represents Daikin in HVAC acquisition

Japanese multinational Daikin, which has a campus near Houston, is beefing up its HVAC offerings in the northeastern U.S. with the acquisition of distributor Abco HVACR Supply + Solutions.

Terms of the deal were not disclosed.

Jones Day’s energy practice leader Jeff Schlegel, who is based in Houston, represented Daikin in the transaction.

“ABCO’s unique blend of day-to-day air conditioning and refrigeration application engineering together with its expertise in residential and commercial sales provides a winning platform for Daikin’s wide range of equipment, parts and accessories,” Daikin said in a release. 

“This move strengthens Daikin’s opportunity for greater collaboration in the local territories among ABCO branches, Daikin group companies, and Daikin’s entire regional customer base.”

Abco will keep its name, and senior management including chief executive Michael Senter will continue to lead the company.

This is the second U.S. HVAC deal announced by Daikin in a fortnight, as the company’s subsidiary Goodman Distribution recently revealed its takeover of Robinson Plumbing & Heating Supply. Schlegel also represented Daikin in that deal, The Texas Lawbook previously reported. 

Robinson, like Abco, has a large customer base in the northeastern U.S.

Foley & Lardner advises in partnership of Texas financial planners

Personal financial advisors Benchmark Private Wealth Management, which has locations in Houston, Austin, Dallas, and Plano, will soon expand to Waco through a partnership with Ferguson Wealth Management.

According to a Jan. 12 release, Benchmark will “onboard” the Ferguson team, including managing principal Keith Ferguson and his son Allen. Ferguson client liaison Jamie Montgomery will also join the Benchmark team.

Benchmark, which is a subsidiary of Benchmark Bank, was represented in-house by John Jackson, who was previously an attorney at Blalack & Williams, according to his LinkedIn profile. 

Ferguson Wealth Management was represented by Foley & Lardner partner Kevin Chumney of Dallas.

According to the deal announcement, Ferguson selected Benchmark as their firm of choice to continue to serve their clients.

“After careful consideration by both parties, they concluded that their business philosophies were superbly aligned,” according to the release.

Kirkland advises Dallas PE fund on catalyst handling deal

Specialty Welding, backed by Dallas private equity firm ORIX Capital partners, is expanding its service line to include catalyst handling for oil and gas refineries and petrochemical facilities through the purchase of Moss Point, Miss.-based Hydroprocessing Associates. 

Through the deal, Specialty Welding will also get Hydroprocessing Associates’ subsidiary Breathing Systems, which provides life support systems for workers conducting catalyst change-out services.

Terms of the deal were not disclosed.

Kirkland & Ellis advised ORIX on the deal with a team led by Dallas transactional partners Kevin Crews and Dilen Kumar and associates Natalie Vesti and Tess Dennis. Tax partners Jared Rusman (New York) and Lane Morgan (Dallas) were also on the team.

Specialty Welding was acquired by ORIX in January 2020, in partnership with Hastings Equity Partners and the Specialty Welding management team. The Hydroprocessing Associates deal represents the partnership’s first add-on acquisition as Specialty Welding plays out its growth strategy.

“We continue to be impressed with (Specialty Welding’s) commitment to being an industry-leading provider,” said Mohammed Khalil, D=director at ORIX Capital Partners. “Expanding SWAT’s service offering is an opportunity to demonstrate to both new and existing clients SWAT’s best-in-class capabilities.”

Kirkland, Eversheds advise impact investor on carbon offsets acquisition

Global impact investment platform The Rise Fund has acquired a majority stake in Houston-based renewable natural gas and environmental commodities player Element Markets for an undisclosed amount.

The deal, announced Jan. 12, represents The Rise Fund’s second investment in the climate transformation and renewable energy space since July, when it acquired 1 gigawatt of solar photovoltaic projects from Trina Solar to anchor the portfolio of the recently created Madrid-based Matrix Renewables.

Kirkland & Ellis counseled The Rise Fund on the deal with a team led by transactional partners Kevin Crews of Dallas and John Furlow of Houston and associates Bryan Jones (Houston), Tess Dennis (Dallas) and Abbey Zuech (Dallas); tax partners Jared Rusman of New York and Lane Morgan of Dallas; environmental transactions partner Alex Farmer of Houston and Washington, D.C,  of counsel Nick Gladd (Washington, D.C.) and associate James Dolphin (Houston); and Houston executive compensation partner Stephen Jacobson and associates from Chicago and New York.

Eversheds Sutherland advised Element Markets, with partner Ram C. Sunkara, who splits his time between Houston and Atlanta, in the lead role. A large team of lawyers including Houston counsel Ronnie Dabbasi assisted. 

“The Rise Fund’s mission to deliver positive social and environmental impact alongside competitive financial returns is perfectly aligned with Element Markets’ value proposition,” said Element Markets chief executive Angela Schwarz. “We are excited to partner with The Rise Fund to expand into new environmental markets and continue to deliver a best-in-class solution for our partners and clients.”

Element Markets provides carbon offsets and renewable natural gas to several Fortune 100 companies, according to a release. The company was founded in 2005 and has transacted over 50 million metric tons of greenhouse gas credits. 

The company also says it represents more than 20% of the North American RNG-to-transportation market and is the primary cellulosic (D3) RIN supplier to two of the largest US refiners.

The Rise Fund is backed by investment firm TPG, which has headquarters in San Francisco, Calif. and Fort Worth.

Vinson counsels TPG on hiring software splash

Two days after TPG announced the Element Markets acquisition, the global investment firm revealed it had also signed a deal to partner with hiring software company Greenhouse.

TPG’s Growth middle-market platform and its impact investment vehicle The Rise Fund, will jointly invest in Greenhouse “to accelerate product innovation, grow into new markets, and enhance solutions aimed at accelerating diversity, equity and inclusion in hiring,” according to the Jan. 14 announcement.

Terms of the deal were not disclosed.

The V&E corporate team was led by Chicago partner John Kupiec and Austin senior associate Michael Gibson, with assistance from New York associates Heather Brocksmith, Mark Phillips, and Julie Bontems and Houston associate Danny Wicoff. Also advising were counsel Julia Petty of New York and associate Mary Daniel Morgan of Houston on executive compensation and benefits; Houston partner Sean Becker and London counsel Martin Luff on labor and employment; Houston partner John Lynch, Austin senior associate Allyson Seger and Dallas associate Miron Klimkowski on tax; Houston partner Devika Kornbacher and Austin senior associate Ben Cukerbaum on intellectual property and technology; and counsel Sarah Mitchell and senior associate Robert Stelton-Swan, both of Dallas, on insurance.

Cooley represented Greenhouse with Goldman Sachs acting  as exclusive financial advisor.

As part of the deal, Greenhouse will expand its board to six members. It will include three executives from TPG in addition to Greenhouse chief executive Daniel Chait, an independent member and a member representing investor Riverwood Capital.

“Greenhouse has established itself as a best-of-breed next-generation talent acquisition software solution,” said Mike Zappert, partner at TPG Growth. 

“At a time when an increasing number of companies view talent and recruiting as a strategic imperative, Greenhouse stands out as the go-to solution for talent teams at companies across industries and around the world. We look forward to partnering with Daniel and the team to continue Greenhouse’s leadership in this important and growing part of the software market.”

Locke Lord advises CAI Software on acquisition of data specialist

Business software provider CAI Software has acquired electronic data software developer Radley for an undisclosed amount.

According to a Dec. 24 announcement, Radley will operate as a subsidiary of CAI Software and will maintain its sales, support and development offices in Southfield and Grand Rapids, Michigan, and all current employees will continue in their roles. CAI is based in Smithfield, Rhode Island.

A Locke Lord team led by Lauren Corbeil (Houston) represented CAI Software in the acquisition of Radley Corporation. Assistance was provided by Greg Heath, Eric Larson, Sara Longtain, Tammi Niven, Ed Razim, Buddy Sanders, Tom Johnson and Jason McCloskey all of Houston, and Mike Bennett  of Chicago.

“Radley’s strength in electronic data interchange (EDI) and data collection, combined with its loyal customer base and proven business model, offer an exceptional opportunity for growth,” CAI chief executive Brian Rigney said. “This acquisition adds to and extends our platform of mission-critical, production-oriented software systems for middle market and enterprise customers. We’re excited to partner with the entire Radley team and to build on the company’s position as an industry leader.”

The deal closed Dec. 23.

CAPITAL MARKETS

Gibson Dunn represent Petco in $816.5 million IPO

National pet store chain Petco went public last week, debuting on the Nasdaq stock exchange with an initial public offering valued at $816.5 million.

The IPO comes amid growth in the pet care industry as people forced to stay home by lockdowns or work-from-home restrictions have increasingly sought the company of the four-footed variety.

Gibson Dunn & Crutcher advised Petco with a largely New York-based team that included Houston associate Harrison Tucker.

Goldman Sachs and BofA Securities are acting as joint lead book runners for the offering. Citigroup, Evercore ISI, Credit Suisse, UBS Investment Bank and Wells Fargo Securities are acting as joint book runners, and Baird, Guggenheim Securities, AmeriVet Securities, C.L. King, R. Seelaus, Ramirez, and Siebert Williams Shank are acting as co-managers for the offering.

San Diego, Calif,.-based Petco priced its IPO of 48 million shares of Class A common stock at $18 per share, with trading starting on Jan. 14 under the appropriately chosen ticker symbol “WOOF”. The offering was expected to close on Jan. 19.

The $816.5 million price tag is what Petco expects to receive after deducting underwriting discounts and commissions. It does not include a 30-day option for underwriters to purchase up to an additional 7.2 million shares at the public offering price.

Vinson, Bracewell, Gibson advise Pioneer Natural Resources on refinancing, credit facility

Pioneer Natural Resources is wasting no time in refinancing debt held by the recently acquired Parsley Energy, launching a series of public senior notes offerings valued at $2.5 billion.

Proceeds from the offerings will be used to redeem outstanding senior notes issued by Parsley and by Jagged Peak, which was acquired by Parsley in 2019.

Vinson & Elkins and Gibson Dunn advised Pioneer on both the offering and the tender.

The V&E team was led by corporate partner Robert Kimball of Dallas and David Stone of Houston, with assistance from Dallas associates Cameron Land, Daryne Foote and Luke Strieber. Advising on tax matters were partners Jim Meyer and Wendy Salinas and associate David Gilbert, all of Dallas.

V&E is also advising Pioneer in connection with the redemptions of the Parsley and Jagged Peak notes, which add up to a total principal amount of $2.7 billion. The redemptions and associated tender offers are also expected to close on Jan. 29.

For both deals, the Gibson Dunn corporate team was led by Dallas partner Doug Rayburn and included Dallas associate Jonathan Sapp and Houston associate William Bald. Dallas partner David Sinak and associate Michael Cannon advised on tax aspects; and Washington, D.C. associate Kyle Neema Guest advised on environmental aspects.

Pioneer also secured a bigger credit line from lender Wells Fargo, which increased the borrowing base on its revolving credit facility to $2 billion following the Parsley merger. The company’s credit facility previously allowed for borrowings up to $1 billion as of April 2020.

Bracewell represented Pioneer in the amended credit facility deal, with a team that included Houston partner Heather L. Brown, New York partner Robin J. Miles, and  Houston associate Kenni E. Callahan.

Latham & Watkins represents Switchback II in $275 million IPO

Dallas-based special purpose acquisition company Switchback II recently launched its initial public offering valued at $275 million.

The company is pursuing acquisition targets in the “broad energy transition or sustainability arena targeting industries that require innovative solutions to decarbonize in order to meet critical emission reduction objectives,” according to a Jan. 7 release.

Latham & Watkins represented the underwriters in the IPO with a Houston-based team led by partners Thomas Brandt and Ryan Maierson, with associates Paul Robe, Caroline Ellerbe and Kirby Swartz. Advice was also provided on tax matters by partner Jim Cole, with associate Emily Fawcett.

Vinson & Elkins represented the issuers.

Goldman Sachs & Co. acted as sole book running manager for the offering.

The IPO value represents an increase of $25 million compared to Switchback’s original target of $250 million. The company upsized the offering to 27.5 million units at a price of $10 per unit. In addition, Switchback has granted the underwriters a 45-day option to purchase up to an additional 4.125 million units at the IPO price.

Switchback II is led by former RSP Permian executives Scott McNeill and Jim Mutrie. A 

previous SPAC, Switchback Energy Acquisition, went public in 2019 and announced a merger last year with electric vehicle charging specialist ChargePoint. 

Latham & Watkins advises initial purchasers in Antero’s $700 million notes offering

Shale gas producer Antero resources announced on Jan. 11 that it had priced a recently launched private offering of $700 million in senior notes, proceeds of which will be used to refinance and pay off debt.

The 7.625% senior unsecured notes are due 2029, and will fund the redemption of all of Antero’s $311 million aggregate principal amount of its 5.125% senior notes due 2022, and to repay borrowings under the company’s credit facility.

Latham & Watkins is representing the initial purchasers in the offering with a Houston-based team led by partner Nick Dhesi, with associates Om Pandya, Paul Robe, Kate Wang, and Trevor Bossi. Advice was also provide on environmental and regulatory matters by Houston partner Joel Mack and Los Angeles counsel Joshua Marnitz; and on tax matters by Houston partner Jim Cole, with associate Marianne Standley.

The offering is expected to close Jan. 26.

Latham also recently represented the agent in a debt repurchase transaction unveiled by Antero on Jan. 7.

The transaction involves a direct offering of 31.4 million shares of Antero  common stock at a price of $6.35 per share to certain holders of its 4.25% convertible senior notes due 2026. 

Denver-based Antero plans to use the proceeds from the offering and about $63 million of borrowings under its revolving credit facility to repurchase from the noteholders $150 million aggregate principal amount of its convertible notes in privately negotiated transactions.

Dhesi also led the Latham team on that deal, with Pandya, Robe, Wang, and Bossi reprising their roles.

Kirkland counsels Cottonwood Venture Partners Energy on $64 million raise

Houston energy software investment firm Cottonwood Venture Partners has rebranded as Montrose Lane after closing on its second fund with total capital commitments of $64 million.

The figure is more than double what Cottonwood raised with its first fund, and the firm has so far raised more than $100 million since its founding in 2017, according to a Jan. 11 release.

Kirkland & Ellis counseled Cottonwood on fund formation, with a team that included partner Matt Nadworny in Houston and Dallas and partner Nathan Wolcott in Houston.

Investors in the second fund include legacy investors from the first fund as well as new institutional investors and strategic corporations. Montrose Lane will continue to invest in its existing portfolio, which includes Canadian automation software developer Ambyint and Denver-based data provider Engage, as well as new portfolio companies out of its second fund.

“Our mission is to uphold a creative and fast-moving approach to partnering with software companies that help make energy affordable, safe, and environmentally friendly,” said Jeremy Arendt, Montrose Lane managing partner. “For several reasons, ‘Montrose Lane’ captures that vision for us.”

The Montrose Lane name change is effective immediately. 

Vinson & Elkins advises on $27.4 million Canadian financing

Canadian interior construction company DIRTT Environmental Solutions has entered a C$35 million (US$27.4 million) bought-deal financing to fund its capital budget, working capital, and general corporate matters.

Proceeds from the financing will also be used to continue investments in the company’s technology innovation and sales and marketing functions., according to a Jan.7 announcement.

Vinson & Elkins advised DIRTT with a team led from Dallas by partner Robert Kimball with assistance from New York partner Shelley Barber, Dallas senior associate Lucy Liu, and associates Grace-Ann Duquette and Claire Wenholz, both of Dallas. Advising on tax matters were Dallas partner Wendy Salinas and Houston associate Liz Snyder.

The Canadian-style financing involves the underwriting of 6% convertible unsecured subordinated debentures with a syndicate of underwriters led by Montreal-headquartered National Bank Financial Inc. The offering was priced on Jan. 7 and is expected to close on Jan. 25.

Other

The Arizona State University Sun Devils men’s hockey team will have a new home with construction scheduled to begin this month on a state-of-the-art arena at its main campus in Tempe. The 5,000-seat venue will be managed and operated by Oak View Group. The university engaged Winstead to represent it in the management and operation of the $115 million arena. The firm’s  sports business and media industry group led the project with a  team that included Houston shareholders Denis Braham and David Staas, and Austin associate Monte James. 

French supermajor Total is doubling down on its pledge to reach 35 gigawatts of production capacity from renewable energy by 2025 through a 50-50 joint venture agreement with 174 Power Global to develop a dozen utility-scale solar and energy storage projects in the U.S. The 12 projects, located in Texas, Nevada, Oregon, Wyoming and Virginia, are expected to cumulatively produce 1.6 GW. Total was advised by Orrick, Herrington & Sutcliffe with a team led by The Orrick team advising Total was led by San Francisco partner Kristin Seeger, partners Dahl Thompson, Joe Roger, and managing associate Grace Lentz (all of Houston), and New York partner Mike Masri.

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