Finding footing within the energy transition space for investors and developers in traditional oil and gas became a little simpler in July thanks to additional guidance passed down from the Internal Revenue Service related to 45Q tax credits.
One particular part of the ruling pushed forward an incremental, yet meaningful area: That’s the role of retrofitted equipment in 45Q, which seeks to encourage projects in the carbon capture and sequestration space.
The retrofitting of existing equipment could mean big things for both investors and developers that might have sidelined themselves over the past few years, hesitant to transact due to the number of open questions related to the guidance.
The anticipation around the guidance reflects a broader shift in the mindset among oil and gas players as they work to incorporate energy transition best practices into their businesses.
“Historically in the oil and gas space, tax incentives have not been a large commercial driver of projects. They’re certainly very important to oil and gas companies, but they haven’t had to think about tax in the way that wind and solar developers have had to think about it,” Jim Cole, a tax partner in Latham & Watkins’ Houston office, said in a recent interview with The Texas Lawbook.
“Not only is the technology new and figuring out where they fit in the transition space new, but it’s thinking about tax in a different way than they were used to in the past,” he continued.
The retrofit ruling clarified the standing around these more bite-sized – yet still costly – adjustments, in addition to allowing for nuance since just about every carbon capture and storage project is unique from both a commercial and tax perspective. “What this has really done has opened up the playing field on the emissions side,” added Cole.
It also removed a chicken-or-the-egg problem: Developers, who did not have a direct use for the tax credits due to their structure or size, had a hard time approaching investors when the monetization strategy was – to an extent – up in the air, which then led to uncertainty around the best time at which to seek equity for a project.
Cole is eyeing the concept of direct pay in 45Q as a potential game changer in the space, which would, granted, require legislative action. The idea would be to avoid the tax equity structure by which credits are monetized to avoid any bottlenecks that might be created by the structure, much like the renewable energy push about a decade ago.
In this week’s Corporate Deal Tracker Roundup, Texas lawyers played a role in five IPOs this past week and three more de-SPAC mergers after last week’s de-SPAC flurry.
The week saw 11 M&A or funding transactions that tallied up to more than $3.57 billion and 10 capital markets transactions worth $4.586 billion. One hundred forty-two Texas-based lawyers from nine firms participated in the activity.
Week over week, the number of deals fell from 21, although the value dipped only slightly from about $6.3 billion. The reported deals included 139 Texas lawyers from 11 firms. During the same period last year, 67 lawyers from six firms worked on nine deals totaling more than $18 billion.
Note: Texas Lawbook corporate transactions editor Claire Poole contributed to this article.
Qualtrics to Acquire Conversational Analytics Firm
Data-driven experience management powerhouse Qualtrics Inc. entered into a definitive agreement on July 29 to acquire Clarabridge.
The stock transaction for the artificial intelligence-powered data analytics platform is valued at about $1.125 billion with some Clarabridge shareholders receiving cash pay-outs in lieu of stock.
The $1.125 billion tab accounts for about 5% pro forma ownership, according to an investor presentation.
Qualtrics is looking to the acquisition to enhance its insights offerings with Clarabridge’s capabilities in collecting indirect feedback from customers pulled from sources such as social media, emails, support calls, chats and product reviews.
Shearman & Sterling represented Qualtrics on legal matters with a team led by partners Daniel Mitz of Menlo Park and San Francisco; Robert Cardone of Dallas; Emma Maconick of Menlo Park; Larry Crouch and Doreen Lilienfeld, both of New York and Menlo Park; Ben Gris and John Beahn, both of Washington, D.C.; and Richard Alsop and Kristina Trauger, both of New York.
Morgan Stanley & Co. served as financial advisor to Qualtrics.
Clarabridge selected Qatalyst Partners as financial advisor and Cooley as legal counsel.
The transaction, which is expected to close by the end of the year, has already been approved by the boards of directors of both companies.
Houston Company Target of SPAC Merger
Houston-based Microvast Inc. will hit the public markets as part of a merger with special purpose acquisition company Tuscan Holdings Corp.
The transaction to combine with Microvast, a technology company focused on designing, developing and manufacturing lithium-ion battery solutions for commercial electric vehicles, comes along with a hefty private investment in public equity funding round of $540 million stocked by funds and accounts managed by BlackRock, Koch Strategic Platforms and anchor investor InterPrivate Investment Partners.
Microvast’s existing strategic partner, Oshkosh Corp., also joined the PIPE investors.
Tuscan will bring an additional $282 million of cash in-trust to the gross proceeds for the combination.
Sarah Alexander serves as general counsel for Microvast.
Shearman & Sterling represented Microvast on the transaction with a team led by Dallas partners Alain Dermarkar and Robert Cardone and London and Hong Kong partner Paul Strecker along with Houston counsel John Menke and Dallas associates Kyle Park, John Kurtz and Sara Prendergast.
Greenberg Traurig advised Tuscan Holdings on the transaction with a team led by Miami shareholder Alan I. Annex.
Third Apollo-tied SPAC Finds EV Partner
Electric vehicles were the focus of another de-SPAC merger last week, this time tied to charging stations across 12 European countries.
Spartan Acquisition Corp. III announced that it has entered into a definitive agreement to combine with Allego, which has deployed more than 26,000 charging ports across 12,000 public and private locations.
Gross proceeds from the transaction total $702 million with $150 million in PIPE funding.
Paris global investor Meridiam, Allego’s existing shareholder, is expected to hold 75% of the combined company.
Spartan selected Vinson & Elkins as legal advisor on the transaction and Barclays as sole financial and capital markets advisor.
Weil, Gotshal & Manges and NautaDutilh advised Allego on legal matters while Credit Suisse acted as sole financial advisor and capital markets advisor.
Credit Suisse and Barclays acted as co-lead placement agents on the PIPE with Citi and Apollo Global Securities acting as co-placement agents.
The transaction is set to close in the fourth quarter.
The SPAC is sponsored by Spartan Acquisition Holdings III, the third such entity owned by a private investment fund managed by an affiliate of Apollo Global Management. The Spartan series is focused on the energy value chain.
Queen’s Gambit to Combine With Dubai’s Swvl
Women-led SPAC Queen’s Gambit Growth Capital announced its target: Swvl, a Dubai-based mobility company that provides a semi-private alternative to mass transit for individuals who cannot afford or access private options.
Gross proceeds from the transaction, which is expected to close in the fourth quarter, total $445 million, including an upsized PIPE investment of $150 million from investors such as Zain, Agility and Luxor.
Queen’s Gambit selected Guggenheim Securities as M&A advisor on the transaction and placement agent for the PIPE while Vinson & Elkins and Walkers served as legal advisors.
New York partners Caroline Blitzer Phillips and Brenda Lenahan and Houston partner Ramey Layne led the V&E team with assistance from Houston associate Mariam Boxwala; Dallas associate Victoria Bahrami-Negad; and New York associates Heather Brocksmith, Joe Milano, Alice Zhang, Waid Barfield, Julie Bontems, Nicole Cerullo and Tara Tegeleci.
Texas-based counsel also came from Houston partners Lina Dimachkieh, Sean Becker and Jeff Johnston; Dallas partners David Peck; Houston and Dallas partner David D’Alessandro; Houston and New York partner Devika Kornbacher; Dallas counsel Sarah Mitchell; Dallas senior associates Brian Russell and Missy Spohn; Houston associates Jacob Walley, Peter Goetschel, Briana Falcon and Austin Pierce; and Dallas associates Olivia Sher, Matt Green and Tom Mitsch.
Barclays represented Swvl on M&A and capital markets matters and Cravath, Swaine & Moore, Slaughter and May and Maples provided legal counsel to the company.
New York partners Keith Hallam, Nicholas A. Dorsey and Richard Hall led the effort for Cravath.
Barclays also acted as a placement agent to Queen’s Gambit.
Baytown’s Angel Brothers Sells Construction, Asphalt Units
Angel Brothers Holding Corp., a Baytown-based Texas highway contractor, entered into and closed a definitive agreement to part with its construction and asphalt businesses.
Texas Materials Group Inc., which is a wholly owned subsidiary of publicly traded CRH Americas Materials Inc., will pick up Century Asphalt and Angel Brothers’ asphalt paving, concrete paving and construction services business for $405 million as part of the all-cash transaction.
Baker Botts advised Angel Brothers in the deal with a corporate team led by Houston partners Tim Taylor and Carina Antweil with assistance from Houston associates Parker Hinman, Bryson Manning and William Cozzens.
Additional Texas-based help came from Houston partners Jon Lobb, Mark Bodron, Renn Neilson, Connie Simmons Taylor, Bill Kroger and Louie Layrisson; Dallas partner Matthew Larsen; Austin partner Paulina Williams; Houston special counsel Michelle Eber; Dallas senior associate Jordan Hahn; Houston senior associates Ben Geslison and Lindsay Cutie; and Houston associates Gabriela Alvarez, Emily Quiros and Greta Carlson.
New York and Dallas REITs to Merge
Benefit Street Partners Realty Trust, a real estate investment trust managed by Franklin Templeton’s Benefit Street Partners, announced on July 26 plans to merge publicly traded REIT Capstead Mortgage Corp.
In the reverse merger agreement, the combined company would be called Franklin BSP Realty Trust and Capstead’s residential mortgage-focused capital base would transition into commercial mortgage loans.
Capstead selected Hunton Andrews Kurth as legal advisor and Credit Suisse as financial advisor.
Richmond M&A partners Steven Haas and Jim Kennedy led the Hunton AK team along with Texas-based assistance from Dallas and London special counsel David Barbour, Houston partner Tommy Ford and Dallas counsel Sunyi Snow.
For BSPRT, Houlihan Lokey acted as lead financial advisor with Barclays serving as financial advisor and Hogan Lovells representing the REIT on legal matters.
BSP would fund $75 million in cash for each Capstead share of common stock with the remaining cash consideration to come from BSPRT.
Should the transaction close in the fourth quarter, BSPRT would assume Capstead’s $100 million in unsecured borrowings and $258 million of issued and outstanding redeemable preferred stock.
Buckeye Looks to the Sun
Houston’s Buckeye Partners plans to pick up a solar development project from renewable energy developer Belltown Power Texas.
Located 90 miles south of Dallas in Hill County, Texas, the solar project has been designed for 180 megawatts of planned capacity. The project includes a completed interconnection agreement and lies across 1,164 acres.
Transaction terms were not disclosed.
Belltown was advised by a Norton Rose Fulbright with a team led from Austin by partner Becky Diffen. The team also included senior counsels Sam Porter and Amy Mitchell, partner Amanda Rosenberg, counsel Bob Greenslade and associates Eli Gaylor,Geetika Jerath, Sol Kwon, and Josh Rocha.
Buckeye, which is wholly owned by IFM Buckeye, is traditionally an owner and operator of assets that provides logistics solutions tied to liquefied petroleum products. Earlier this year, the company announced it was teaming up with another IFM-backed entity, Nala Renewables, to acquire majority ownership of Swift Current Energy.
V&E also represented Buckeye in the transaction for Swift.
Clearlake’s Janus to Acquire DCBI
Self storage-focused manufacturer and supplier Janus International Group Inc. entered into a definitive merger agreement to acquire DCBI, a part of publicly traded Cornerstone Building Brands dedicated to steel roll-up doors and building products for the commercial and self-storage industries.
The acquisition is expected to aid in growing the geographic and regional sales footprint of Janus, which was acquired by Clearlake Capital Group about three years ago.
Terms of the transaction, which is expected to close in the third quarter, were not disclosed.
ICM Drafts Texas Sports Agency
L.A.’s ICM Partners has picked up Houston-based NFL agency and representation firm Select Sports Group.
Financial terms of the transaction were not disclosed.
Co-owners of Select Sports Group, Jeff Nalley and Erik Burkhardt, will become co-presidents of ICM’s NFL representation division upon close of the deal. The unit, like Select Sports Group, seeks to aid in elevating off-the-field earning potential of not only players, but coaches and executives.
Porter Hedges represented Nalley and Burkhardt on the transaction with a Houston-based team led by partners Craig Bergez and Mandy Diaz and associate Ilana Leuchtag with assistance from of counsel Beverly Young and partners Mike Larkin, Joe Cohen and Laura Alaniz.
Clearlake Capital Bets on Window Treatments Maker
Clearlake Capital Group, along with certain affiliates, plans to acquire a maker and seller of custom window coverings.
The play for Spring Window Fashions, currently held by affiliates of AEA Investors and British Columbia Investment Management Corporation, further enhances Clearlake’s portfolio of businesses tied to specialty building products, consumer brands, technology solutions and specialty manufacturing – much like the acquisition of DCBI by Clearlake’s Janus mentioned above.
Terms of the transaction were not disclosed. It is expected to close in the third quarter, pending regulatory approvals.
Kirkland & Ellis advised Clearlake on the transaction with a team led by Aisha Lavinier of Chicago and Luke Guerra of Los Angeles with Texas-based assistance from Houston associates Hamish R. McCormack and Osaro Aifuwa.
Deutsche Bank Securities Inc. acted as lead financial advisor, along with BofA Securities, to Clearlake. JP Morgan also represented Clearlake as financial advisor in addition to providing committed debt financing in support of the transaction.
Grupo Vilaseca Buys Food Product, Distributions Companies
In a transaction that closed on July 31, Grupo Vilaseca and Amerifoods Inc. acquired food product and distribution companies Big G, Paladin Sales and Diana’s Bananas.
Financial terms of the transaction were not disclosed.
Morgan, Lewis & Bockius advised Grupo Vilaseca, a multinational business group based in Ecuador, and Amerifoods in the transaction, led by Dallas partner Janice Davis and Houston associate Lauren Hutton-Work.
Additional Texas-based aid came from Dallas associate Chris Jaynes.
Ryan Specialty Seeks More Than a Billion in IPO
July saw the first-ever initial public offering for a pure-play insurance wholesale broker as Ryan Speciality began trading Class A common stock on the New York Stock Exchange.
The IPO priced at the midpoint of the estimated range that would yield just shy of $1.34 billion.
After deducting underwriting expenses and commissions and other expenses, Ryan Specialty expects to use the remaining proceeds – about $1.29 billion – to acquire newly issued LLC units of Ryan Specialty Group, the equity of an entity of an affiliate of Onex Corporation that holds its preferred unit interest in the company, and outstanding LLC units of Ryan Specialty Group from certain existing holders.
Kirkland & Ellis advised Ryan Speciality in the Up-C offering.
Acting as lead book running managers were JP Morgan, Barclays, Goldman Sachs & Co. and Wells Fargo Securities with UBS Investment Bank, William Blair, RBC Capital Markets, BMO Capital Markets and Keefe, Bruyette & Woods, a Stifel company, serving as book-running managers.
Serving as co-managers for the offering were Dowling & Partners Securities, Wolfe|Nomura Strategic Alliance, Capital One Securities, CIBC Capital Markets, Loop Capital Markets, PNC Capital Markets, Ramirez & Co. Inc. and Siebert Williams Shank.
Davis Polk & Wardwell partners Michael Kaplan and Pedro J. Bermeo of New York represented the underwriters on legal matters.
Hess Midstream Announces Repurchase Program
Hess Midstream Operations, a subsidiary of Houston-based Hess Midstream, unveiled a $750 million unit repurchase from affiliates of Hess Corp. and Global Infrastructure Partners that will be funded through debt financing.
Hess Corp. and Global Infrastructure Partners are Hess Midstream’s sponsors.
The repurchase agreement reflects a $24 per unit price for the 31 million Class B units with the transaction increasing public ownership by 9.5% on a consolidated basis.
Gibson, Dunn & Crutcher advised the conflicts committee of Hess Midstream’s board of directors in the equity purchase transaction.
Houston partner Hillary Holmes led the Gibson Dunn corporate team along with Houston associate Justine Robinson. Houston partner James Chenoweth counseled on tax aspects of the equity purchase transaction.
Intrepid Partners acted as financial advisor to the conflicts committee.
First American Prices Notes Offering
First American Financial Corp. unveiled the pricing of its senior note offering of $650 million of 2.4% notes due 2031.
First American, a title insurance, settlement services and risk solutions provider to the real estate industry, plans to use proceeds from the offering for possible acquisitions, funding for working capital, the repayment or repurchase of debt or lease obligations, among other general corporate purposes.
Gibson, Dunn & Crutcher represented First American.
J.P. Morgan Securities and Goldman Sachs & Co. served as joint book-running managers for the offering.
Davis Polk & Wardwell acted as legal counsel to the underwriters.
Paycor Portfolio Company Debuts on Nasdaq
Paycor HCM Inc., a human capital management software provider owned by Apax Partners, recently hit the Nasdaq Global Select Market, raising about $425.5 million in its initial public offering.
Kirkland & Ellis advised Paycor and Apax in connection with the offering.
Chicago capital markets partners Bob Hayward, Bob Goedert and Craig Garvey led the Kirkland team with Texas-based assistance from Houston partner Stephanie Jeane; Houston associate Tala Esmaili; and Dallas associates Karsten Busby and Chelsea Bedotto.
Kirkland has already advised Apax on an IPO this year, aiding in another portfolio company’s offering – Innovage – in March.
Acting as lead book-running managers for the offering were Goldman Sachs & Co. and JP Morgan Securities with Jefferies, Credit Suisse Securities (USA) and Deutsche Bank Securities also acting as book-running managers.
Additionally, Robert W. Baird & Co. Inc., Cowen and Co., JMP Securities, Needham & Co., Raymond James & Associates Inc., Stifel, Nicolaus & Co. Inc. and Truist Securities served as book-running managers with Fifth Third Securities Inc. and Roberts & Ryan Investments Inc. working as co-managers.
Simpson Thacher & Bartlett partners Art Robinson and Hui Lin of New York represented the underwriters on legal matters in the transaction.
Penn Virginia Unveils Notes Offering
Penn Virginia Corp., a wholly owned subsidiary of Penn Virginia Escrow based in Houston, priced an offering of $400 million of 9.25% senior unsecured notes due 2026.
Penn Virginia plans to place the proceeds in an escrow account pending certain conditions, including the consummation of its recently announced merger with Fort Worth’s Lonestar Resources. Once the funds have been released from escrow, Penn Virginia intends to use the proceeds to repay and discharge Lonestar’s long-term debt, in addition to repaying its second lien term loan in full and related expenses along with cash-on-hand.
The offering is expected to close on August 10.
Katherine J. Ryan, once a Baker Botts associate and a graduate of the University of Houston Law Center, serves as vice president, chief legal counsel and corporate secretary for Penn Virginia.
Gibson, Dunn & Crutcher advised Penn Virginia on the notes offering with a team led by Houston partners Hillary Holmes and Shalla Prichard and Houston and Dallas partner Doug Rayburn along with assistance from Houston associates Harrison Tucker, Josh Stout and William Bald.
Serving as the initial purchasers in the transaction are BofA Securities, along with RBC Capital Markets, Citigroup Global Markets, Truist Securities, Wells Fargo Securities, CIBC World Markets Corp., Comerica Securities, Raymond James & Associates, Apollo Global Securities, Capital One Securities, EIG Global Energy Partners Capital Markets, Johnson Rice & Co. and Seaport Global Securities.
Latham & Watkins counseled the initial purchasers with a corporate deal team led by Houston partners David Miller and Trevor Lavelle along with Houston associates Om Pandya, Kate Wang, Sarah Dunn and Austin Johnson. Houston partner Tim Fenn and associate Chelsea Muñoz-Patchen also weighed in on the transaction.
Belden Closes Senior Notes Offering
In a private offering, Belden Inc. closed on a private offering of about $356 million of 3.375% senior subordinated notes due 2031.
Vinson & Elkins advised the specialty networking solutions supplier in the offering with a Houston-based corporate team led by counsel Dan Spelkin and partner David Stone along with senior associate Jessica Lewis and associate Shumaila Dhuka.
Thoma Bravo Company Bets on Remote Learning
Thoma Bravo portfolio company Instructure debuted on the New York Stock Exchange recently, raising $250 million through its initial public offering.
Instructure, the education technology company and creator of tools such as Canvas, is looking to capitalize on the alternative learning opportunities created by the Covid-19 pandemic.
Kirkland & Ellis represented Thoma Bravo and its affiliates in the transaction with a team led by Chicago capital markets partners Brad Reed and Michael Keeley. Dallas associate Julia Lee provided counsel from Texas.
The book-running managers for the offering were Morgan Stanley & Co., JP Morgan Securities, Citigroup Global Markets, Jefferies and Macquarie Capital (USA).
Robert W. Baird & Co., BTIG, Raymond James & Associates, Truist Securities, William Blair & Co., Academy Securities, C.L King & Associates, Drexel Hamilton and Samuel A. Ramirez & Co. served as co-managers.
Cooley partners John T. McKenna and Alan D. Hambelton of Palo Alto represented the underwriters in the transaction.
Thoma Bravo acquired Instructure in March 2020 for about $2 billion.
Media-focused SPAC Debuts on Nasdaq
A blank check company founded by Indian media and entertainment executive Shibasish Sarkar plans to seek one or more business combinations likely tied to the media and entertainment industry.
International Media Acquisition Corp. plans to raise $200 million through its initial public offering on the Nasdaq.
Loeb & Loeb partners Mitchell S. Nussbaum and Giovanni Caruso, along with ALMT Legal’s S. Arun and Rajat Bopaiah, counseled IMAC in connection with the offering.
Chardan Capital Markets served as sole book-running manager of the offering.
Latham & Watkins represented the underwriters with a corporate deal team led by partners Ryan Maierson of Houston and Rajiv Gupta of Singapore along with Houston associates Ryan Lynch and Carlyle Reid. Houston partners Tim Fenn and Bryant Lee provided counsel on tax matters.
Houston SPAC Looks to Raise $175M
Mercury Ecommerce Acquisition Corp., a special purpose acquisition company led by Houston venture capitalists Blair Garrou and Andrew White, is looking to raise $175 million through an initial public offering.
The blank check company plans to find one or more targets most likely related to e-commerce technology and the tech-enabled services industry in North America.
Needham & Co. served as sole book-running manager for the offering.
US Century Bank Unveils IPO
Miami’s US Century Bank sought and raised $40 million in its initial public offering in late July, pricing 4 million shares of Class A common stock at $10 a unit.
The Miami-based bank plans to utilize the proceeds for continued growth efforts, including organic growth initiatives and potential acquisitions.
Squire Patton Boggs advised US Century Bank in the offering.
Keefe, Bruyette & Woods acted as the sole bookrunner, while Raymond James & Associates and Piper Sandler & Co. served as co-managers.
Hunton Andrews Kurth represented the underwriters in the offering, led by Dallas partner Beth Whitaker.