Merger and acquisition activity usually starts out the year slowly and then builds. But if a report by Bloomberg is to be believed, last month was the best January for deals globally since 2000 with $275 billion worth of transactions.
North American deals were up 40 percent in the month hitting $187 billion, according to the news and data provider, followed by Asia at $47 billion, which represented an increase of 10 percent. In Europe, however, M&A volumes fell about 24 percent to $30.5 billion.
How did Texas fare? Not so well. Deals involving Texas lawyers for the first four weeks of January amounted to $14.4 billion, a 58 percent drop over the same four weeks last year, according to the Corporate Deal Tracker. Volume was up, however, with 56 deals versus 51 in January 2018.
This past week wasn’t any better on a value basis, with 18 deals worth $6.74 billion, versus 11 deals valued at $12.6 billion in the same period last year. However, activity was up over the previous week, which saw only 13 transactions valued at $2.77 billion.
Fifteen firms and 99 Texas attorneys were involved in the action, with 16 M&A, private equity or venture capital transactions worth $5.72 billion and two capital markets transactions worth $950 million. Better luck this week.
M&A, PRIVATE EQUITY AND VENTURE CAPITAL
BB, V&E, Sidley, Latham aid on Blackstone $3.3B Tallgrass purchase
As The Texas Lawbook previously reported, Blackstone Infrastructure Partners announced Jan. 31 that it agreed to acquire a controlling interest in Tallgrass Energy for $3.3 billion.
The deal included all of Tallgrass’ general partner, which is owned by Kelso & Co., the Energy & Minerals Group (EMG) and Tallgrass management-owned Tallgrass KC, and a 44 percent interest in Tallgrass Energy.
The parties expect to close the transaction this quarter. Affiliates of Singapore sovereign wealth fund GIC will be a minority investor.
Texas lawyers from four different firms were involved in the deal.
Baker Botts partner Mollie Duckworth in Austin was the lead legal advisor on the deal to Tallgrass Energy and assisted by associates Rachel Ratcliffe and Grace Matthews, also of Austin.
The Baker Botts team also included tax partners Jon Nelsen and Michael Bresson, as well as partners Dan Tristan (finance) and Mark Bodron (employment).
EMG’s general counsel and chief operating officer is Laura Tyson, who previously practiced at Baker Botts for more than 15 years.
Vinson & Elkins represented Blackstone with a team led by corporate partners Keith Fullenweider, Alan Beck and Lande Spottswood. They had assistance from senior associates Crosby Scofield and Claire Campbell and associates Alex Robertson, Leslie Vaughn, Jonathan Sapp, Jane Ehinmoro and Kelly King.
The firm’s specialists on the deal were finance associates Caitlin Snelson and Derrick Sweeney; tax partners Ryan Carney and John Lynch and senior associate Allyson Seger; executive compensation and benefits partner Stephen Jacobson; and associates Gina Hancock and Mary Daniel Morgan.
Others were employment and labor partner Sean Becker and associate Robert Sheppard; regulatory counsel Suzanne Clevenger and associate Tray Smith; environmental partner Larry Nettles, senior associate Matthew Dobbins and associate Jennifer Cornejo; and real estate counsel Scot Dixon.
Sidley Austin assisted GIC with a team led out of New York but including tax partner Zackary Pullin in Houston.
Latham & Watkins represented the lenders, including Houston partner Michael Chambers and partner Craig Kornreich, who offices out of Houston and New York.
Others on the Latham team were associates Max Fin and Caroline Robinson Ellerbe and counsel Natalie McFarland – who joined eight years ago from V&E – and Michelle Synhorst.
Citi was Blackstone’s financial advisor, including Michael Jamieson and Tim Kisling in Houston.
Winston advises ADF/IDF on sale to Symrise for $900M
Winston & Strawn said it advised American Dehydrated Foods/International Dehydrated Foods, known as ADF/IDF, on its sale to German flavor, nutrition and fragrance provider Symrise for $900 million.
The team was led by M&A partner Christina Tate and associate Melissa Kalka. Real estate partner Jeff Smith in Houston also was part of the group.
Clifford Chance counseled Symrise with a team out of Germany and New York.
BNP Paribas provided financial advice to Symrise with BNP Paribas and UniCredit providing bridge financing, which will be refinanced with equity and debt. Houlihan Lokey was ADF/IDF’s financial advisor.
Winston’s Tate told The Texas Lawbook that she won the assignment given her experience working on M&A transactions in the food and beverage space, including for food ingredient makers such as IDF/ADF. She also has worked with the Houlihan team on the deal, including lead Tim Larsen in Chicago, on previous transactions.
Founded in 1978, ADF/IDF claims to be a leading meat- and egg-based protein specialist and pioneer in all natural nutrition ingredients and the top natural ingredient provider to pet food makers.
The Springfield, Missouri-based company has 11 manufacturing sites and 2 technical centers throughout North America and 470 employees and generates annual sales of $220 million.
Symrise said the target’s nutrition and taste solutions for the pet food and food segments are complementary to its own offerings, which include the Diana brand.
Symrise CEO Heinz-Jürgen Bertram said the deal also will broaden the company’s global presence, especially in the U.S., which is a strategically important growth market.
The buyer expects the transaction to add to its earnings per share starting the first year after closing, noting that the target has an EBITDA margin of 23 percent.
ADF/IDF founder William Darr said the company will benefit from Symrise’s scientific know-how to further improve its products and its wide global presence and broad customer base to expand its business faster.
Symrise had $3.4 billion in sales in 2017 and is represented by 100 sites in Europe, Africa, the Middle East, Asia, the U.S. and Latin America.
Jones Day aids Chevron on $350M Petrobras refinery buy
Jones Day said Feb. 1 that it counseled Chevron USA Inc., a unit of Chevron Corp., on its purchase of a refinery operation in Pasadena, Texas, from Brazil’s Petrobras for $350 million.
The team was led by partners Jeff Schlegel and David Stringer in Houston. Petrobras used Linklaters out of New York.
Regulators have to approve the transaction.
The sold units include Pasadena Refining System Inc., which owns the refinery, and petroleum distributor and marketer PRSI Trading.
The refinery has the capacity to process 110,000 barrels per day of light crude and has direct pipeline connections to increasing crude oil production. It also has connections to major product pipelines and waterborne access to receive and ship crude oil and refined products.
The 323-acre site includes a tank farm with a storage capacity of 5.1 million barrels of crude oil and refined products and 143 acres of additional land.
Pierre Breber, executive VP of Chevron’s downstream and chemicals unit, said the purchase will enable the company to process more domestic light crude, supply part of its retail market in Texas and Louisiana with Chevron-produced products and realize synergies through coordination with its refinery in Pascagoula, Miss.
Trive Capital buys EarthLink for $330M
Dallas private equity firm Trive Capital has bought Atlanta-based internet provider EarthLink from Windstream Holdings Inc. for $330 million in cash.
The deal also includes nQue Technologies and EarthLink’s midtown Atlanta office building.
Trive’s general counsel is Steve Yoost, who joined the firm in 2016. The Ohio State-trained lawyer previously was general counsel of Hosting Managed Cloud Services in Denver and a senior associate at Alston & Bird.
Founded in 1994, EarthLink claims to have connected more than 25 million consumers and businesses to the internet and have key partner relationships with several of the industry’s largest technology providers.
Glenn Goad, co-founder of nQue and CEO of EarthLink, said in a statement that the company is keeping its current employees and will be hiring more to facilitate growth in the coming months.
“In addition to bringing more jobs to Atlanta, we are significantly expanding our national footprint to provide high speed Internet connectivity to more of the country,” he said. “We are also rolling out innovative products focused on privacy and security to help protect consumers and deliver a trusted experience when browsing the Internet.”
Trive managing partner Conner Searcy said the combination of EarthLink’s brand and nQue’s technology platform provides the framework and team to keep EarthLink connecting consumers and businesses to the internet over the long-term.
Trive is said to be looking for more deals involving carve-outs, or purchases of unwanted businesses from large companies.
Since 1998, Trive has executed more than 70 transactions across industries that generate $6 billion in sales. It currently manages $2 billion in capital. Last month it invested in the Florida Spine and Joint Institute.
PH, LL aid on Clear Creek’s $300M EnCap investment
EnCap Flatrock Midstream has invested $300 million in Clear Creek Midstream, a Houston-based energy company focused on developing oil and gas infrastructure in shale plays in North America.
Porter Hedges counseled Clear Creek with partner Joe Morrel in the lead role from the firm’s Houston office. The team included associate Allison Wilbanks with assistance from partner Randy King.
Locke Lord represented EnCap Flatrock with partner Eric Larson leading the team out of Houston. Other members were partners Bill Swanstrom and Ryan Morgan, senior counsel Freddy Feldman and associate Jeff McPhaul.
Founded late last year, Clear Creek is led by three energy industry veterans from EnLink Midstream who have worked on $4 billion in transactions, including CEO Rick Van Eyk. The firm is pursuing organic, greenfield projects as well as acquisitions.
Greg King led the investment from San Antonio-based EnCap Flatrock, which was formed in 2008 via a partnership between EnCap Investments and Flatrock Advisors. It manages commitments worth nearly $9 billion and is currently investing in new management teams from its $3.25 billion fourth fund.
BoyarMiller advises Welcome on $300M Almanac funding
BoyarMiller said Jan. 28 that it represented Houston-based Welcome Group, a single-tenant industrial owner and development firm, on securing $300 million in financing from Almanac Realty Investors.
The team was led by Bill Boyar and included senior associate P. Cyrus Chin and associate Alex Parker.
Welcome’s real estate counsel was Tim Heinrich at the Heinrich Law Firm in Houston. Almanac used Duval & Stachenfeld in New York.
Welcome CEO Welcome Wilson Jr. said in a statement that Boyar knew one of the principals of the New York firm furnishing the $300 million.
Boyar said the deal involved more than 20 lenders and 150 documents and will allow Welcome to expand outside Texas for the first time and grow its portfolio to more than $1 billion.
The company owns more than 85 industrial buildings in Texas covering 4 million leasable square feet.
Jones Day aids Whitman on $115M AutoCamp investment
Jones Day said Jan. 30 that it advised Whitman Peterson on its $115 million minority stake investment in outdoor lodger AutoCamp.
The deal was led by David Lowery, who recently joined Mill Creek Residential as general counsel. Partner Andrew R. Van Noord also worked on it.
Goodwin Procter and Reicker, Pfau, Pyle & McRoy counseled AutoCamp. RobertDouglass advised on capital raising for the investment.
The transaction includes a follow-on equity commitment that will double the investment.
AutoCamp plans to use the funding to expand nationally, including California and the East Coast. It already has properties in Santa Barbara and the Napa/Sonoma wine country and its newest location will open in May near Yosemite National Park with 100 Airstream RVs.
Led by CEO Neil Dipaola and CFO Chris Haydon, AutoCamp specializes in campsites with Airstream suites and tent accommodations. Last month it announced that it would purchase hundreds of additional custom trailers under a territory exclusive deal with the Airstream brand.
The company’s advisory board includes Chip Conley, Joie de Vivre Hospitality’s founder and former CEO and Airbnb’s former head of global hospitality and strategy; Mike Depatie, managing partner at KHP Capital Partners and former president and CEO of Kimpton Hotels & Restaurants; and Shane Ott, former president and COO of Kampgrounds of America.
Wes Whitman led the investment from Whitman Peterson, an institutionally backed real estate investment management company in California involved in the hospitality, multifamily, student and senior housing sectors.
The firm has invested in transactions involving 150 acquisition and development assets with a capitalization of $15 billion in the U.S., the U.K. and Latin America. It raised $402 million for its third fund last year.
V&E represents Talara on $75M commitment to Crescent Pass
Talara Capital Management announced Jan. 28 a $75 million commitment to Crescent Pass Energy, which is focused on development opportunities in East Texas and northern Louisiana, including the Cotton Valley Trend.
Vinson & Elkins partner Creighton Smith in Houston counseled Talara.
Based in Spring, Crescent is led by CEO Tracy Price, who previously was executive VP of business development and land at PetroQuest Energy Inc., where he concentrated on the Cotton Valley.
Price also was a founding member of Newfield Exploration, which was originally backed by Warburg Pincus and agreed to be purchased by Encana last year for $7.7 billion.
Founded in 2011, Talara has offices in Houston and Montclair, N.J., and is led by David Zusman, who previously was a partner and portfolio manager at Perella Weinberg.
In 2015 the firm bought a controlling stake in Caza Oil & Gas Inc. for $45.5 million and took it private the following year.
RigUp raises $60M from investors led by Founders Fund
RigUp, an Austin-based on-demand staffing platform for the oil and gas industry, said Jan. 28 it raised $60 million, giving the company a $300 million valuation.
Founders Fund led the investors, which included fellow return backers Bedrock Capital and Quantum Energy Partners.
Cooley represented Quantum and WilmerHale aided RigUp, both with attorneys out of New York.
James Baird and Lance Schuler are Quantum’s in-house counsel in Houston.
Last year RigUp raised $15.8 million from California-based Founders and Quantum along with securing a $30 million credit line from Silicon Valley Bank.
RigUp aims to lower oil and gas companies’ costs for finding new contractors, which is usually done by staffing firms.
RigUp CEO Xuan Yong claims the company enabled $600 million in transactions last year, quadruple the $150 million logged in 2017. Its headcount has nearly tripled from 55 in 2017 to 149 last year.
Sysco to Acquire Waugh Foods, Inc. for $40M
Houston food distribution giant Sysco Corp. said Jan. 28 it agreed to acquire Waugh Foods Inc. of Illinois for $40 million.
A Sysco spokeswoman wouldn’t reveal the company’s counsel on the deal. The company’s general counsel is Eve McFadden, who recently replaced chief legal officer Russell Libby, who will advise the company until he leaves the company in June.
McFadden joined Sysco in 2008 as corporate counsel for employment and was named assistant general counsel for employment and litigation in 2012. In 2014 she was promoted to VP and associate general counsel for employment and litigation and was named ethics and compliance officer last year.
Before joining Sysco, McFadden worked in private practice at labor and employment law firm Littler Mendelson, which has an office in Houston.
Joseph A. Waugh founded Waugh Frozen Food Co. in 1948 and added product lines and changed its name to Waugh Foods in 1966.
Greg Bertrand, Sysco’s executive VP of U.S. foodservice operations, said in a statement that the acquisition complements the company’s local and regional presence.
Waugh Foods executives will continue to manage the business, including Waugh president Rick Look, Tim Waugh and Joe Waugh Jr.
Sysco operates 330 distribution facilities worldwide and serves 600,000 customer locations. The company generated sales of more than $58 billion for the 12 months ending June 30 and has 67,000 employees.
Munck aids Phynd on $8M funding round
Dallas-based Phynd Technologies Inc. said Jan. 29 it raised more than $8 million in Series B funding from MemorialCare Innovation Fund, UNC Health Care venture unit Rex Ventures, Orlando Healthcare Ventures and Dallas Venture Partners.
Rex Ventures, Orlando Healthcare and Dallas Venture participated in Phynd’s Series A round.
Munck Wilson Mandala counseled Phynd, including partner Randy Ray and associate Richard Dusenbury in Dallas. The investors used out-of-state outside counsel.
Phynd’s platform manages operational data for healthcare systems featuring a searchable provider database. Its customers include UNC Healthcare and Orlando Healthcare as well as Yale, Duke Health, Michigan Medicine and Kettering Health Network.
The company is led by CEO Tom White.
Brant Heise led the deal from MemorialCare Innovation Fund.
Shearman advises Oil Search on $8M Alaskan purchase
Australia-traded Oil Search Ltd. exercised its option to acquire a half working interest in Alaskan North Slope acreage from Denver-based Armstrong Energy for $8 million.
Shearman & Sterling advised Oil Search, primarily partner Coleson Bruce in Austin.
The acreage includes 120 leases east of Oil Search’s Hue shale blocks, which lie southeast of Prudhoe Bay. The option included Oil Search taking operatorship.
The leases were successfully bid on by Armstrong unit Lagniappe Alaska in the November Alaskan state lease sales.
Oil Search obtained its initial leases in Alaska from Armstrong early last year, including the Pikka Unit Nanushuk and the Horseshoe oil discoveries on the western part of the slope and a foothold in the Hue shale exploration area on the eastern part.
The company said Hue was identified in a regional study last year as being highly prospective for oil, perhaps equal in importance to the Nanushuk trend.
Oil Search managing director Peter Botten said in a statement that the latest acquisition builds on the expansion of the company’s lease position with partner Repsol and in prospective acreage near Pikka.
Kastner Gravelle counsels GoCo on $7M in funding
GoCo, a Houston-based HR and benefits platform, said Jan. 31 raised $7 million in Series A funding from returning investor ATX Seed Ventures.
Small business solutions provider UpCurve Inc., a unit of New Media Investment Group Inc., also participated.
GoCo was represented by Kastner Gravelle partner Robert Housley in Austin while ATX was assisted by Winstead shareholder Alex Allemann, also of Austin.
GoCo plans to use the new capital for hiring across all departments, quadrupling its base, further platform development to extend the breadth of offerings and expand its customer base.
GoCo and UpCurve are exploring a partnership for UpCurve to sell GoCo through its national distribution network of 200,000-plus active customer relationships and local markets, which could add 5 million potential new customers.
GoCo said it’s expanded its users 10-fold over the last two years, including retail and gym franchises, school districts, technology companies, real estate brokerages and healthcare hospitality organizations.
UpCurve CEO Peter Cannone said in a statement that after vetting dozens of potential HR tech platforms, it found GoCo to be the most intuitive and robust on the market.
GoCo has raised $12.5 million in total funding. Its other investors include Salesforce Ventures, Corp Strategics, Guardian Life Insurance’s venture arm GIS Strategic Ventures and Digital Insurance, the largest employee benefits-only company in the U.S.
Chris Shonk led the deal from ATX Seed Ventures, an early-stage venture capital firm that focuses on Texas and software, IoT, e-commerce and mobile applications.
GoCo was founded in 2015 by CEO Nir Leibovich, chief technology officer Jason Wang and chief product officer Michael Gugel. It has partnerships with employee benefit insurance agencies such as OneDigital and PayneWest and general agencies like Word & Brown. It also auto-syncs with payroll providers ADP, PayChex, Paylocity, Intuit Quickbooks and others.
Shearman aids CherryCircle on $2.3M from ATX, others
Austin-based CherryCircle Software, which provides solutions for pharmaceutical process development, said Jan. 30 it secured $2.3 million in seed financing from ATX Seed Ventures, PLH Business Ventures and Hudson Park Capital.
Shearman & Sterling parter Matt Lyons in Austin represented CherryCircle. The investors didn’t use outside counsel.
The company plans to use the proceeds from the round to fund new hires, expand its platform and scale its customer operations.
Founded in 2016, CherryCircle said it’s modernizing the way the pharmaceutical industry manages the development of manufacturing processes for its products. It’s led by CEO and president Yash Sabharwal.
The company said it aims to create serverless technologies and automated testing tools to allow rapid development and deployment of secure, validated software solutions to enable process and data management.
In September, it released its Americana version of QbDVision to the market, a cloud-based software solution for managing pharmaceutical process development.
ATX Seed Ventures general partner Chris Shonk said the company has the potential to have a massive market impact on the pharmaceutical and drug development markets.
V&E, GD aid on Plains JV with ExxonMobil, EnCap’s Lotus
Plains All American Pipeline announced that it had formed a joint venture called Wink to Webster Pipeline with ExxonMobil and EnCap Flatrock Midstream-backed Lotus Midstream of Sugar Land.
Vinson & Elkins advised Plains with a corporate team led by partner Doug Bland and associate Stephanie Coco with assistance from associates Caroline Kuehn, Ben Glass and Kara Chung.
Others were partner Todd Way, senior associate Julia Pashin and associate Megan James on tax and partner Pat Mizell on litigation.
Gibson, Dunn & Crutcher assisted EnCap Flatrock. The corporate team included Houston partners Hillary Holmes, James Chenoweth, Shalla Prichard and Justin Stolte and Houston associate JP Lopez.
Exxon Mobil used Hunton Andrews Kurth attorneys in Virginia. Exxon Mobil’s in-house team included Kelly Scoffield, Michael Crabtree, Anna Knull and Kate Champion worked on the venture in-house.
The venture has already ordered nearly 650 miles of domestically sourced 36-inch-diameter line pipe to build the common-carrier pipeline system, which is estimated to have the capacity to carry more than 1 million barrels per day of crude oil and condensate.
The pipeline will run from Wink and Midland in the Permian Basin to Webster and Baytown along the Texas Coast with connectivity to Texas City and Beaumont.
The partners said the project will be supported by new storage capacity at the origin points to separate the multiple crude qualities before shipment and is underpinned by long-term commitments. It’s targeted to begin operations in the first half of 2021.
Plains will lead project construction, which will create 3,100 jobs. Once online, the project will play a critical role in supporting growing production in one of the world’s most prolific crude oil basins, the companies said.
Calculated Controls sold to HCI’s CertifiedSafety
Middle market investment bank the GulfStar Group announced Jan. 31 that it advised Calculated Controls on its sale to HCI Equity Partners-backed CertifiedSafety Inc. for an undisclosed sum.
Managing director Cliff Atherton led the deal team, which included associate Alex Pette and analyst Tyler Woodby. The transaction closed Dec. 21.
Glynn Nance of Nance & Simpson in Houston represented Calculated while Winston & Strawn attorneys in Chicago aided HCI/Certified.
Calculated provides project control solutions and project management personnel to owners of industrial facilities, such as refineries and petrochemical plants, to assist in managing turnarounds and other major projects.
The company’s professionals include project controls managers, field planners, schedulers and cost engineers, who are available on a temporary, as-needed basis.
Calculated chairman Whitney Strickland said in the statement that the transaction is the culmination of the two companies’ close relationship since their foundings.
CertifiedSafety provides safety and productivity services primarily for plant maintenance such as turnarounds, shutdowns, outages and maintenance projects along with capital investment programs, including construction and decommissioning.
GulfStar’s Atherton said the deal was GulfStar’s third opportunity to work with Strickland.
Founded in 2003, Washington, D.C.-based HCI is led by managing partners Dan Dickinson, Doug McCormick and Scott Rued.
CAPITAL MARKETS
Latham advises Weatherford on $600M notes offer
Latham & Watkins said Feb. 1 that it advised Weatherford International on a $600 million registered exchange offer for previously issued 9.875 percent senior notes due 2025.
The team included Houston partners Ryan Maierson and John Greer with associates Ryan Lynch, Om Pandya and Drew Tengler-West.
Switzerland-domiciled, Houston-based Weatherford is one of the largest multinational oilfield service companies in the world. It operates in more than 80 countries through 700 locations, including manufacturing, service, research and development and training facilities, and employs 26,500.
V&E aids underwriters on $350M Cube Smart notes offer
Vinson & Elkins said Jan. 30 it served as underwriters’ counsel in connection with an offering by CubeSmart LP of $350 million in 4.375 percent senior unsecured notes due 2029.
The V&E corporate team included partner David Stone in Houston.
The underwriters were led by Wells Fargo Securities, Barclays and Jefferies.
CubeSmart LP is the operating partnership of CubeSmart, a self-administered and self-managed real estate investment trust. It offers self-storage facilities for residential and commercial customers.
The company planned to use the net proceeds to repay $200 million of indebtedness incurred under the unsecured term loan portion of its credit facility, which matured in January. The rest will be used for working capital and other general corporate purposes, which may include repayment or repurchase of other debt.
UPDATES/OTHER NEWS:
New Fortress Energy, an owner of LNG liquefaction and regasification facilities owned by Fortress Investment Group, raised $280 million in its initial public offering at a $2.3 billion initial market capitalization.
The stock, which priced Jan. 30 at $14 per share, was down 6.6 percent on their first day of trading on the Nasdaq.
The offering was the first initial public offering of an operating company this year and priced three days after the re-opening of the U.S. government.
As The Lawbook previously reported, Vinson & Elkins advised New Fortress Energy on the issue, which closed on Feb. 4. The team was led by partners Dave Oelman and Ramey Layne and counsel James Brown with assistance from senior associate Raleigh Wolfe and associates Ximena Kuri, Lawrence Nelson, Alex Lewis and Billy Vranish.
Also advising were partner Jason McIntosh, senior associate Allyson Seger and associate Neil Clausen (tax); partner Stephen Jacobson, counsel Katherine Mull and senior associate Steven Oyler (executive compensation/benefits); and partner Mark Brasher (energy transactions/projects).
Morgan Stanley, Barclays, Citigroup and Credit Suisse were the lead underwriters. The company plans to use the proceeds to build terminals and liquefaction facilities, for working capital and to develop future projects.
***
NGP-backed Remora Royalties wasn’t so lucky in the IPO department. The Austin owner of oil and natural gas royalty interests withdrew plans to raise $105 million in an offering of 5.3 million shares priced between $19 to $21. It postponed the issue in September of last year. As The Lawbook previously reported, Sidley Austin partners George J. Vlahakos and Jon W. Daly were advising the company and Latham & Watkins partners Ryan Maierson and John Greer were assisting the underwriters, which included RBC Capital Markets, Wells Fargo and UBS.
***
Meanwhile, Grapevine-based GameStop Corp. halted its sale process, blaming a lack of available buyer financing at acceptable terms. Its stock fell 27 percent on the news. Apollo Global Management and Sycamore Partners were thought to be possible acquirers. The company launched a strategic review in June and sold its Spring Mobile business last fall to Prime Communications for $735 million. It said it’s continuing to search for a permanent chief executive officer. The company’s general counsel is Dan Reed.
***
Now MoneyGram has launched a sale process, according to Reuters. Aaron Henry, MoneyGram’s general counsel, didn’t respond to requests for comment. The Dallas-based money transfer company, whose largest shareholder is private equity firm Thomas H. Lee Partners, is seeking to restructure its $900 million debt load, the news agency said. MoneyGram previously agreed to be sold to Alibaba’s Ant Financial for $1.2 billion, but U.S. regulators blocked that deal on national security grounds. MoneyGram also is exploring raising additional money in the form of preferred equity that would be ahead of shareholders but below lenders for the repayment purposes in a restructuring, Reuters reported.
***
Austin-based Billd made headlines when it announced that it had raised $60 million from LL Funds, leading law firms across Austin wondering who did the work. It turns out the deal was handled by attorneys out of state. Philadelphia lawyers from Royer Cooper Cohen Braunfeld, better known as RCCB, handled investor and newco representation, CEO Chris Doyle told The Lawbook. The deal was structured as an asset sale from Scottsdale-based Atlas44, which was counseled by Kutak Rock. Billd aims to launch products that will allow construction suppliers to offer customers financing and payment solutions when they purchase materials upfront and pay for them over time. LL Funds partner Shivraj (Raj) Mundy is joining Billd as executive chairman.
***
Richardson fundraising and marketing services provider RKD Group also went with non-Texas lawyers on its sale of a majority stake to BV Investments Partners for undisclosed terms. RKD, which is headed by Tim Kersten, used Whiteman, Osterman & Hanna in Albany, N.Y., while BV tapped Latham & Watkins in Washington, D.C.
Austin-based eMDs, which is backed by Marlin Equity Partners, also went out-of-state on its acquisition of Aprima, with the parties using Goodwin Proctor and Wilson Sonsini lawyers outside of Texas.
***
Outside attorneys couldn’t be determined for Dallas-based Elm Park Capital, which announced it had raised $300 million for its third private debt fund focused on lower middle markets. Company representatives didn’t return requests seeking names. Elm Park has raised $890 million in total since inception and closed 30 deals.