The Texas Lawbook

Free Speech, Due Process and Trial by Jury

CDT Roundup: 18 Deals, 12 Firms, 140 Lawyers, $6.6B

Is business getting back to normal?

For law firms, maybe so.

This week we’re reporting 18 transactions worth about $6.6 billion. That includes 7 M&A deals worth $1.9 billion and 11 cap market transactions worth $4.4 billion, with the work spread over 12 unique firms with billing from 140 Texas lawyers.

Last week’s 14 transactions worth $4.99 billion. A year ago, the numbers were 16 for $10 billion.

We’ve been keep track of the deals we report on since August 2017. The average number of deals we’ve reported each week over those three years is 13.7. The average total value is about $8.1 billion. So this week’s deals are both more and less normal.

Willkie Farr & Gallagher partner Michael De Voe Piazza thinks it’s a trend worth noting. He’s on a few deals in the last two weeks and says that even energy seems to be rising from the dead.

“On the non-energy side, there has been a marked increase in activity across a variety of sectors, and I would expect that to continue through the remainder of 2020,” Piazza said via email.

“On the energy side, I think that the business has picked up quite a bit over the last couple of months and that, absent an uptick in market volatility, the third and fourth quarters will be between solid and busy.”

This would be despite little or no movement in crude pricing, a spectacular plunge in rig count (from 916 last year to 254 or so this year, according to Baker Hughes) and even the energy companies with the most assets (BP, ExxonMobil, etc.) shying away from new exploration.

Still, even a dearth of announced deals might not reflect what’s actually going on at many firms, Piazza suggests.

“I would note that many of the transactions involve a significant amount of complexity that creates more execution risk than you have in ‘right way’ investments and M&A. For this reason, being much more busy may not translate into a corresponding increase in closed deals, and I would anticipate that some firms will be much busier than others,” Piazza said.

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

MERGERS & ACQUISITIONS/PE FUNDING

Shearman, Latham, Winston Counsel Orion Resource Partners in $1.3B Minerals Acquisition From Oxy

Orion Resource Partners said Aug. 19 it had agreed with Occidental Petroleum Corp. to acquire mineral assets across 4.5 million acres of Wyoming, Colorado and Utah for $1.33 billion.

Under the agreement Oxy will retain cash flow from existing oil and gas operations on the properties as part of a royalty-free arrangement. But the assets acquired by Orion subsidiary Orion Mine Finance will include the world’s largest known trona deposit. Trona is a key mineral used in the making of soda ash — a principal ingredient in glass manufacturing, pollution control systems and baking soda.

Shearman & Sterling advised Orion Mine Finance with a team led jointly from New York by partner George Karafotias and from Houston by partner Jeremy Kennedy. They were backed by lawyers in London, New York San Francisco and Texas, including tax partner Todd Lowther and associates Ryan Staine, Kelli Sims and Delanah Davis and Molly Harding all in Houston, as well as Julia Pashin, in Dallas.

Orion’s financial advisors were from Citi.

Latham & Watkins advised Occidental. On the financial side they were advised by RBC Capital Markets and the CBRE Group.

Orion, with U.S. offices in New York and Denver, is a global manager of alternative investments, mainly in mining and precious metals.

Oskar Lewnowski, Chief Investment Officer of Orion, said: “This transaction offers significant royalty cash flow from the trona mines and has strong potential for mineral development.”

Houston-based Occidental is marketing assets to reduce the $36 billion debt it acquired in its acquisition of Anadarko early last year.

“This transaction significantly advances the progress against our $2 billion plus divestiture target for 2020,” said Occidental CEO Vicki Hollub. “We will retain our core oil and gas assets in the Rockies, including the prolific DJ Basin in Colorado and the highly prospective Powder River Basin in Wyoming.”

The trona assets were included in a separate, but related transaction advised by Winston & Strawn, who represented a group of institutional investors purchasing privately placed notes to finance the acquisition of the trona mineral interests located in Sweetwater County, Wyoming.

The Winston team was led from New York, but included Houston M&A associate Chris Cottrell.

The transaction involves a footprint of approximately 275,000 net trona mineral acres in Sweetwater County, Wyoming.

The acquisitions are to be held under Sweetwater Royalties, a newly created base metals and industrial minerals royalty company managed by Orion.

Willkie Aids Andros Capital Partners in $250M Funding

Andros Capital Partners, a Houston-based private equity firm, announced Aug. 18 that it had closed its inaugural energy fund at its $250 million hard cap.

Andros Energy Capital LP is intended to target middle- and lower-middle market investments ($25 million to $200 million) across the energy sector.

The Houston office of Willkie Farr & Gallagher advised Andros on the deal. The Willkie team was led by partners Michael De Voe Piazza and Phillip Isom and included partner John Knapke and associates Marissa Fox and Will Thanheiser.

Andros Capital was founded earlier this year by Phillip Gayle Jr, the former COO of Millenial Energy Partners and a director at Samson Resources. Willkie partner Michael Piazza has worked on similar funding projects with Millenial over the years, both while at Willkie and during his earlier tenure at Bracewell.

Winston Advises Liberty Commercial on Copley Equity Investment

Liberty Commercial Finance, an independent equipment lease and finance company headquartered in Tustin, Calif., announced Aug. 10 that had received what it described as a “significant minority investment” from Copley Equity Partners.

Terms of the investment were not disclosed but it comes in conjunction with a new senior credit facility and the addition of Copley managing director Andy Miller to the Liberty board.

Winston & Strawn advised Liberty Commercial on the transaction with a team led from Dallas by partner Matt Stockstill, along with partner Andrew Betaque and associate Emily Semon.

Since it was established in 2017, Liberty Commercial — which finances and leases industrial equipment — has funded over $600 million in syndicated originations.

Copley Equity Partners, based in Boston, is a private equity firm focused on privately-held, lower-middle market companies.

Sidley, Willkie Advise on Ensign Eagle Ford Acquisition

Warburg Pincus-backed Ensign Natural Resources, a Houston-based energy producer announced Aug. 18 that it had purchased from Newpek LLC 5,700 acres in the Eagle Ford Shale and Edwards of South Texas.

Counties involved include Bee, DeWitt, Karnes and Live Oak with a net production of approximately 2,200 of oil equivalent a day.

Sidley’s Houston office advised Ensign on the transaction with a team led by partner Tim Chandler. He was backed by partners Jim Rice and Herschel Hamner. Additional assistance came from associates Jeff Kinney, Sabina Wahl and Tiffany Van.

Willkie Farr represented Newpek with a team led by partners Archie Fallon and Cody Carper, both of Houston.

The purchase, whose terms were undisclosed, augments the firm’s $475 million May 2019 purchase of South Texas assets from Pioneer Natural Resources. The deal represents a value to Ensign of about $88 million and eliminates all joint obligations of Newpek.

For Newpek, a subsidiary of Mexico’s Grupo Alfa (ALFA SAB), the transaction marks an exit from all its Texas properties, part of the company’s strategy to concentrate on holdings inside Mexico. The company plans to close its office in the Dallas area and move to Monterey.

Founded by Murphy Oil-ex Brett Pennington in 2017 in partnership with Warburg Pincus and Kayne Capital Management, Ensign was designed to specialize in the acquisition of unconventional energy resources.

Ensign also announced that it has negotiated future gathering, processing and transportation rates with its midstream provider to free up operating cash.

“We have been focused on securing incremental gains and improving our margins during this unprecedented downturn in the energy market,” said Pennington, Ensign’s president and CEO. “We believe these transactions will strengthen the asset and our relationship with key partners in the value chain, while lowering future gathering costs and increasing free cash flow.  The commitment and support of our equity sponsors have allowed us to be nimble and capture value during these challenging times.”

Align Capital Management Purchases ETC

Align Capital Partners announced that has acquired Electronic Transactions Consultants, a top of market provider of software and services for electronic tolling systems and smart mobility technology.

Lawyers involved in the transaction were not identified, but some past transactions McGuireWoods has provided advice to Dallas- and Cleveland-based Align Capital.

Terms of the transaction were not disclosed but the purchase included an equity investment and a senior secured credit facility. Capital Southwest Corp. was administrative agent. Main Street Capital Corp. and Principal Global Investors were lenders.

Boston-based Capstone Headwaters advised on the financial elements of the transaction, including creation of the credit facility.

Founded in 1996 and headquartered in Richardson, Tex., ETC was owned by the Italian company Atlantia SpA. The company specializes in the use of machine-learning and Big Data analytics to create its tolling and mobility architectures, which are responsible for about 2 billion transactions annually.

Co-founded and jointly managed by Rob Langley in Dallas and Chris Jones in Cleveland ACP makes control investments in mostly middle-market companies within the technology, business services, specialty manufacturing / distribution, and healthcare sectors.

CAPITAL MARKETS

Baker Botts, Latham Advise on Helix Energy Solutions Group Offering

Baker Botts said it advised Helix Energy Solutions Group in its upsized public offering of $200 million in 6.75% 2026 senior notes. Helix had previously announced the aggregate principal at $175 million. Latham and Watkins advised the underwriters.

Helix closed the offering on Aug. 14.

The Baker Botts team advising Helix was from Houston and led by corporate partners Gene Oshman and Justin Hoffman. They were assisted by senior associate Eileen Boyce with associates Ieuan List, Steven Lackey and Sean Aguirre. Partner Andrew Thomison provided financial advice and Partner Derek Green and associate Dominick Constantino advised on tax matters.

Latham & Watkins LLP represents the underwriters in the transaction with a corporate deal team led by Houston partner Ryan Maierson and New York partner Greg Rodgers. They were supported by Houston associates Om Pandya and Paul Robe, along with lawyers from New York.

Wells Fargo Securities, LLC and Evercore ISI are acting as joint book-running managers for the offering.

Helix intends to use approximately $183 million ($186 million with accrued interest) to repurchase approximately $90 million aggregate principal amount of its outstanding 4.25% Convertible Senior Notes due 2022 and approximately $95 million aggregate principal amount of its outstanding 4.125% Convertible Senior Notes due 2023.

Interest on the new 2026 Notes will be paid semi-annually.  on February 15 and August 15 of each year beginning on February 15, 2021. During certain periods and subject to certain conditions, the 2026 Notes will be convertible by holders based on an initial conversion rate of 143.3795 shares of common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $6.97 per share of common stock, subject to adjustment. Upon conversion, holders will receive, at Helix’s discretion, cash, shares of Helix’s common stock or a combination thereof.

The company says the repurchase transactions may affect the market price of Helix’s common stock, and set the price of the capped call transactions at $8.4175 per share of Helix’s common stock, which represents a premium of 75% over the closing price of Helix’s common stock on the NYSE of $4.81 on August 11, 2020.

Headquartered in Houston, Helix is an international offshore energy services company with a focus on well intervention and robotics operations.

Bracewell Counsels Apache Corp. on $1.25B Notes Offering

Apache Corporation, the Houston-based energy company, announced that on Aug. 17 it closed two public debt offerings that together totaled $1.25 billion.

The offerings were included $500 million in 4.625% notes due 2025 and $750 million of 4.875% notes due 2027.

Apache used a portion of the net proceeds from the notes offering to purchase a portion of its outstanding senior indebtedness in cash tender offers for outstanding debt securities.

Bracewell advised Apache from Houston with a team led by corporate partners Troy L. Harder, Don J. Lonczak and Catherine Hood. They were assisted by associates Kate Barrington McGregor and Jonathan Bates.

The active joint book-running managers for the notes offering were J.P. Morgan, BofA Securities, BMO Capital Markets and Scotiabank. The dealer-managers for the tender offers were J.P. Morgan, BofA Securities and BMO Capital Markets.

The company is headed by John Christmann who has been its CEO since 2015. GC Anthony Lannie, a Vanderbilt law grad, is a veteran of the Houston energy community and was president of Kinder Morgan Power before joining Apache in 2003.

V&E Advises DiamondRock Hospitality on $110M Notes

Diamondback Hospitality Company, a self-advised real estate investment trust, announced a $110 million stock offering expected to close on Aug. 31.

The Maryland-based company owns 10,000 rooms in 31 premium hotel properties across the U.S., including Texas.

Vinson & Elkins advised the underwriter with a team led by its Washington D.C. partner Chris Green with assistance from lawyers in the firm’s D.C. and Richmond offices.

The underwritten public offering is for 4,400,000 shares of its 8.250% Series A cumulative preferred stock at $25.00 per share.

Wells Fargo Securities, LLC is serving as representative of the underwriters for the offering and joint book-running manager with BofA Securities, Inc. and Citigroup Global Markets Inc.

TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. are acting as joint lead managers for the offering.

BMO Capital Markets Corp., PNC Capital Markets LLC, KeyBanc Capital Markets Inc. and Regions Securities LLC are acting as senior co-managers for the offering.

Barclays Capital Inc. and Deutsche Bank Securities Inc. are acting as co-managers for the offering.

V&E, Latham Advise on Antero Resources $250M Offering

Denver-based Antero Resources announced the close Aug. 21 of its latest offering — a private placement to institutional buyers — of $250 million aggregate principal amount of 4.25% convertible senior notes due 2026.

Vinson & Elkins advised Antero and Latham & Watkins counseled the initial purchasers.

The V&E corporate team was led by partners Scott Rubinsky, Doug McWilliams and David Stone with assistance from senior associate Austin March and associates Billy Vranish, John Daywalt and Mary Busse.

Also advising were partners Jim Meyer, Wendy Salinas and Lina Dimachkieh and associate Liz Snyder (tax); partner Matt Dobbins and associate Austin Pierce (environmental); partner Guy Gribov, senior associate Alex Kamel and associates Joe Higdon and David Albano (finance); partner Shane Tucker, senior staff attorney Katherine Mull and associate Mary Daniel Morgan (executive compensation/benefits).

The Latham team was led by Houston partners Nick Dhesi and Ryan Maierson, with Houston associates Om Pandya, Paul Robe, and Trevor Bossi. Houston partner Joel Mack advised on environmental matters and Houston partners Tim Fenn and Jim Cole weighed in on taxes.

In recent weeks Antero has been aggressively refinancing its debt, including a recent volumetric payment of $220 million from a subsidiary of J.P. Morgan and a $525 million cash tender offer for all its 2021 senior notes and a portion of its senior notes that mature in 2022 and 2023.

Locke Lord, Gibson Help Close Comstock Resources Add-On Offering at $300M

Comstock Resources announced Aug. 19 that it had closed a $300 million offering of 9.75% senior notes due 2026. The notes were priced at 100.5% of par after the size of the offering was increased from $200 million to $300 million.

The notes were an add-on to the $500 million offering issued in June and will be treated as a single series.

Locke Lord’s Jack Jacobsen, a transactions partner in the firm’s Dallas office advised Comstock with help from associates Ashley Thurman in Dallas and Matt McKenna in Houston.

Gibson Dunn advised the book running managers with a team led by Dallas partner Doug Rayburn and included Dallas associates Justine Robinson and Jonathan Sapp, as well as Houston associate William Bald. Dallas partner David Sinak and associate Michael Cannon advised on tax aspects. Washington, D.C. associate Kyle Guest advised on environmental aspects.

BofA Securities, BMO Capital Markets and Wells Fargo Securities were joint lead book-running managers for the offering.  Fifth Third Securities, Mizuho Securities, Capital One Securities and SOCIETE GENERALE were joint book-running managers.  

Regions Securities LLC and KeyBanc Capital Markets are acting as joint lead managers for the offering.  Credit Agricole CIB, Citizens Capital Markets, Barclays, CIT Capital Securities and Goldman Sachs & Co. LLC were co-managers for the offering.

Comstock, whose major stockholder is Dallas Cowboys owner Jerry Jones, has no general counsel. But it’s CEO Jay Allison is a Baylor-trained lawyer whose background includes the prominent Midland firm Lynch, Chappell & Alsup.

Last year Comstock acquired Covey Park Energy for a reported $2.2 billion. The acquisition made Comstock the largest single player in the Haynesville Shale. Comstock, based in Frisco, has oil and gas operations in East Texas, Louisiana and North Dakota.

Southwestern Prices Note and Stock Offerings, Latham Advises on Both

In connection with its previously reported acquisition of Pennsylvania-based Montage Resources, Southwestern Energy announced two new capital offerings: one for common stock and one for senior notes.

The company said proceeds from both will be used, in part, to pay for Montage merger. Latham & Watkins teams from Texas represented Southwestern on both.

From its common stock offering of 55 million shares priced at $2.50 Southwestern expects to generate $137.5 million net expenses. In addition, underwriters have a 30-day option to purchase up to 8,250,000 additional shares.

Likewise, Southwestern’s announced par pricing of its public offering of $350 million in 8.375% senior notes due 2028. Settlement date for the offering is set for Aug. 27.

The Houston-based Latham team advising Southwestern for both was led by partners Ryan Maierson and John Greer, with associates Monica White, Eric Schoppe, Drew West and Sarah Dunn. Advice was also provided on environmental matters by Houston partner Joel Mack and Los Angeles counsel Josh Marnitz; on tax matters by Houston partners Tim Fenn and Jim Cole, with associate Mike Rowe; and on finance matters by Houston partner Catherine Ozdogan, with associate Chris Wood.

Gibson Reps Managers of National Oilwell Varco $400M Note Tender Offer

Houston-headquartered oil rig component manufacturer National Oilwell Varco announced Aug. 19 a cash tender offer for any and all of its $400,000,000 of 2022 2.600% senior unsecured notes.

The tender offer was $1,035 for each $1,000 in notes. The offer expires Aug. 25 and the guaranteed payment date is set for Aug. 28.

The company tapped D.F. King & Co., Inc. as the tender agent and information agent and Barclays Capital and J.P. Morgan Securities as the dealer managers.

Gibson Dunn & Crutcher advised the dealer managers with a Houston team led by partner Hillary Holmes with associates Melissa Pick and Brian Downs.  Houston partner James Chenoweth advised on tax matters.

Winston Team Advises Pymouth Industrial REIT on $96M Stock Offering

Plymouth Industrial REIT, a Boston-based owner and manager of industrial parks, announced Aug. 18 its underwritten public offering of 7.5 million shares priced at $12.85 per share.

The offering is expected to close on Aug. 21. Underwriters have a 30-day option to purchase an additional 1,125,000 shares.

Winston & Strawn advised Plymouth on the offering with a team from Dallas. Partner Bryan Goolsby led with partners Andrew Betaque and Ken Betts pitching in.

Barclays, KeyBanc Capital Markets, BMO Capital Markets and J.P. Morgan acted as joint book-running managers for the offering. Baird, D.A. Davidson, Capital One Securities, Piper Sandler, National Securities Corporation and Wedbush Securities acted as co-managers for the offering.

Founded by its senior managers, Jeffrey Witherell and Pendleton White, Plymouth-owned properties are in 10 states with heaviest concentration in Florida, Ohio, Illinois and Georgia. They have no current properties in Texas.

Prior to joining Plymouth in 2011, general counsel Anne Alger Hayward — a Skidmore College and New England School of Law grad — held a variety of in-house positions specializing in the structure of commercial transactions and corporate finance. Her private practice background includes a term as senior counsel at Holland & Knight.

V&E Advises Targa Resources on $1B Upsized Offering of Notes

Houston-based midstreamer Targa Resources Partners LP closed on Aug. 18 an upsized offering of $1.0 billion in senior unsecured notes due 2031. They were priced at par and accrue at a rate of 4.875% per annum.

Targa Resources Partners is a subsidiary of Targa Resources Corp. Funds from the offering are part of a concurrent cash tender offer for the company’s  6.750% senior notes due 2024, with remaining funds used to reduce Targa’s credit facility.

Vinson & Elkins advised Targa Resources Partners and Targa Resources Partners Finance Corp. The V&E corporate team was led by partner Thomas Zentner and counsel Dan Spelkin with assistance from senior associate Bo Shi and associates Jordan Fossee and Farah Chranya. Also advising was environmental counsel Larry Pechacek as well as tax partners James Meyer and Wendy Salinas and associate David Gilbert. 

In November 2019 Targa had a similar $1 billion offering, also advised by V&E.

Gibson Dunn advised Wells Fargo and other initial purchasers. The Gibson team was led by Dallas partner Doug Rayburn and included Dallas associates Louis Matthews and Jonathan Sapp and Houston associate William Bald. Houston partner James Chenoweth and associate Collin Metcalf advised on tax aspects.

Targa Resources Corp. formed Targa Resources Partners in 2006 to own, operate, acquire and develop a portfolio of midstream energy assets. Targa Resources Corp. completed the acquisition of all of the partnership’s outstanding common units in 2016.

V&E Advises Group 1 Automotive $550M Note Offering

Group 1 Automotive, an international, Fortune 500 automotive retailer based in Houston closed its private placement of $550 million in 4.000% senior unsecured notes due 2028 on Aug. 17.

The company plans to use the net proceeds from the offering, together with cash on hand, to redeem all of the outstanding 5.000% Senior Notes due 2022. The redemption is expected to be completed by Sept. 2.

Vinson & Elkins advised Group 1 with a team led by partners Gillian Hobson and David Stone, with assistance from senior associate Andrew Schulte and associates Alex Lewis and Michael Pascual. Also advising were partner Wendy Salinas and associate Tanner McClellan on tax; partner Shane Tucker and senior associate Melissa Spohn on executive compensation; and counsel Larry Pechacek on environmental matters.

Group 1, founded in 1997, owns and operates 186 auto dealerships offering 31 different brands in 15 states, the United Kingdom and Brazil. It also owns and operates 49 collision centers.

Group 1 CEO is former Ford Motor Company exec Earl J. Hesterberg. Darryl Burman, a South Texas Law School alum and a director of the Texas General Counsel Forum, has been Group 1 GC since 2006.

Kirkland Advises on Launch of Star Peak Energy Transition Corp. $350M IPO

Magnetar Capital and Triangle Peak Partners announced Aug. 17 the formation of a blank check company and the launch of a $350 million IPO to fund it.

A day later Star Peak Energy Transition Corp. began trading on the New York Stock Exchange as STPK.U. The offering included 35 million shares at an initial price of $10.00 per unit. Each unit consists of one share of Class A common stock and one-third of one warrant. Each whole warrant will entitle holder to a share of the Class A common stock at $11.50 per share.

Kirkland represented Illinois-based Magnatar Capital in the transaction with a team led by capital markets partners Christian Nagler of New York and Matt Pacey of Houston. They were joined by New York partner Peter Seligson, Dallas corporate partner Kevin Crews and Houston-based partner David Thompson. Tax associate support was supplied from New York.

Magnetar Capital, headquartered in Evanston, Ill., was co-founded in 2005 by Alex Litowitz, whose background includes a J.D. from the University of Chicago and a degree in anthropology from M.I.T. He’s a JP Morgan alumnus. The company’s general counsel, Karl Wachter, is another U. of Chicago law grad who began his career at Cleary Gottlieb.

The company’s Houston office is managed by Adam Daley, co-head of Magnetar Capital’s energy and infrastructure group. A University of Illinois finance grad, Daley was an analyst at Salomon Smith Barney and an associate at Citigroup Investment Banking before joining Magnetar in 2005.

Triangle Peak Partners is a California-based investment group. The company lists no general counsel per se, but listed among key executives is Investor James T. McCartt, a former attorney with Baker Botts and Susman Godfrey in Houston. The Harvard/Harvard Law grad is licensed to practice in both Texas and California.

Allen Pusey

Allen Pusey is a senior editor and writer at The Texas Lawbook.

©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.