Last week we celebrated Thanksgiving and the beginning of the end of 2020.
And not likely in that order.
It has been a long, tough one (made tougher at this end by a broken washing machine, a flooded bedroom and a fractured wrist; but we digress). Let’s look at the good stuff.
If you are looking for evidence that some fundamentals of the Texas business landscape are changing, you need look no further than the deals of the last fortnight. Instead of a narrow and familiar band of oil & gas deals we would likely have seen two years ago, the transactions over the past two weeks cut an amazingly wide swath that looks like The Future.
There were some energy deals, to be sure: McDermott, recently emerged from bankruptcy, got some vital new funding; Fort Worth’s Double Eagle Energy made a public offering, the first of its type by an upstream company in the past couple of years. But the third was a SPAC IPO, registered to target productive O&G assets from companies now limping through the pandemic.
The others? Technology. Business services. Gaming technology. Communications platforms. Insurance. Building materials. And so on.
A California company that specializes in a kind of popup manufacturing of electric vehicles is the target of a SPAC well on its way to becoming a $5.4 billion enterprise. A public benefit company gained PE funding to continue its challenge of Legal Zoom in the field of low cost business templates for startups. A Houston billionaire has hooked up with a New York real estate firm to build a casino in Illinois. An Austin business platform that specializes in business analytics closed its Series B funding. An online company that sells low cost insurance to low mileage drivers is licensing its platform to the Big Guys.
Texas has confronted the pandemic this year, but it has also confronted the future. And Texas lawyers are winning one, in spite of the other.
Over the last two weeks, there were 19 transactions worth $7.8 billion. That included 13 M&A deals worth $4 billion and six capital markets transactions worth $3.8 billion. The deals involved the work of 110 Texas lawyers at 10 different firms.
In the week of November 16 there were 14 deals for a reported $864 million, but that was deceptive, since many of the deals involved confidential terms. But over the same two week period including Thanksgiving last year there were 30 deals worth $4.5 billion.
Not sure exactly what that means, but there you are.
Latham Counsels Hyundai as Arrival and SPAC Merge
Arrival, an EV company specializing in the commercial vehicle market, announced on Nov. 18, its merger with CIIG Merger Corp., a Special Acquisition Investment Corp. in a cash transaction of $660 million to create an enterprise valued at $5.4 billion or more.
Ryan Maierson, Latham’s SPAC specialist in Houston, played a part in the $660 million transaction that includes a $400 million PIPE and $260 million in cash from CIIG’s investment trust account. More on that below.
Several blue-chip companies and investment firms have invested in Arrival, including Hyundai Motor Company, Kia Motors Corporation, Winter Capital, United Parcel Service and BlackRock. Hyundai and Kia are also exploring opportunities to co-develop zero-emission vehicles with Arrival, and UPS, has agreed to purchase 10,000 of Arrival’s electric vans with an option to purchase more thereafter.
The $400 million common stock PIPE was anchored by Fidelity Management & Research Company, Wellington Management, BNP Paribas Asset Management Energy Transition Fund, in addition to BlackRock managed funds.
Latham & Watkins represents Hyundai in the transaction as a shareholder in Arrival with a cross-border team that by Hong Kong partner Wonsuk (Steve) Kang and Maierson, with Houston associate Ryan Lynch, Seoul associate Regina Kim, and Tokyo associate Hae-in Park.
Greenberg Traurig is serving as legal advisor to Arrival. Akin Gump Strauss Hauer & Feld is serving as legal advisor to CIIG. No Texas lawyers were identified by either firm as being involved in the transaction.
Cowen served as lead placement agent and UBS Investment Bank served as placement agent on the PIPE. Cowen is serving as lead financial advisor and J.P. Morgan is serving as financial advisor to Arrival.
UBS Investment Bank and Barclays are serving as financial and capital markets advisors to CIIG.
The new company, to be known as Arrival Group, is distinguished not only by its low-cost commercial electric vehicles, but also by its low capex “cell-based” manufacturing process that involves “microfactories” that can produce vehicles customized for variables in local demand. The microfactories, which can be deployed within six months to meet surges in demand, can produce any vehicles from Arrival’s portfolio with software and sustainable composite materials, as well as modifications to meet localized regulatory demands.
“With Arrival’s products our clients are not forced to compromise between being green and being cost efficient. Our focus on the whole EV ecosystem, new methods of design and production and our enabling technologies are the key to driving down the cost of EVs and accelerating the transition to zero-emission transportation globally,” said Denis Sverdlov, Founder and CEO of Arrival. “CIIG’s leadership team has invaluable experience building businesses globally across a wide range of industries.”
CIIG Merger Corp. is a Delaware special purpose acquisition company founded by Peter Cuneo, Gavin Cuneo and Michael Minnick.
V&E Advises ZenBusiness in $55M B Series Funding Round
ZenBusiness, an Austin-based online platform provider of low-cost templates for business development, organization and legal advice for freelancers, entrepreneurs and start-ups, announced Nov. 19 that it had received $55 million in private funding to help the company both expand its operations and, potentially, invest in its clients.
The funding of ZenBusiness, classed as a Public Benefit Corporation, was specifically intended to take advantage of microbusiness opportunities that have presented themselves or accelerated growth because of the global pandemic. The Series B funding round was led by venture fund Cathay Innovation
Vinson & Elkins advised ZenBusiness with a corporate team led by Austin-based technology partner Paul Tobias, assisted by associates Luke Thomas of Austin and Jimmy Chalk of Houston. Also advising were Dallas partner Shane Tucker and Austin associate Austin Light (executive compensation/benefits); Austin senior associate Ben Cukerbaum (technology transactions/IP); Austin partner Demara Chambers (CFIUS); and regulatory partners Darren Tucker and Hill Wellford in Washington, D.C.
Aside from Cathay, other participants in the Series B round were GreatPoint Ventures, Breyer Capital, and Omega Venture Partners. Incumbent investors who took part include Greycroft, Lerer Hippeau Ventures, Interlock Partners, Adam Zeplain’s mark vc, and ATX Venture Partners.
According to a September 2020 study from Upwork, two million Americans have started freelancing in the past 12 months due to the pandemic, with 60% reporting that there is no amount of money that would convince them to take a traditional job again.
“Since the pandemic, we have experienced a 100% increase in growth and seen first-hand incredible resilience and grit among Americans seeking to make their mark as business owners,” said Ross Buhrdorf, CEO & Co-Founder of ZenBusiness.
“We are all in to help our customers — 87% of whom are first time business owners — make the transition from just a side hustle to full-time entrepreneurship and focus on turning their business dreams into a reality,” Buhrdorf said.
“What the ZenBusiness team is doing is a real game changer not just for their customer base but also for our country. By creating a centralized place for micro businesses to form, learn, connect, grow and thrive, ZenBusiness is playing a key role to help ensure that the future for aspiring entrepreneurs is bright,” said Jim Breyer, founder of Breyer Capital and Facebook’s first institutional investor.
The funding follows the ZenBusiness acquisition in July of fintech platform Joust, which will launch as ZenBusiness Money later this year. ZenBusiness Money will be a simple, all-inclusive toolkit featuring invoicing and payments solutions, and merchant services. Other offerings of ZenBusiness’ comprehensive solution include services for business formation, compliance, accounting, domain name registration and website development.
Since 2018, more than 80,000 micro businesses have launched using the ZenBusiness platform, and the company has a mission to deliver the country’s tens of millions of micro business entrepreneurs with the simplest and most convenient way to start, run and grow their businesses.
Morgan Lewis Advises Vincent Group in Coolbet Acquisition Agreement
In one of the more exotic transactions of the past two weeks, Janice Davis, a Dallas-based corporate partner for Morgan Lewis, represented the Vincent Group plc, operators of the online gaming platform Coolbet, in its $176 million acquisition by the gaming software provider GAN Ltd announced Nov. 16.
Davis led a global Morgan Lewis team that included lawyers from New York, Philadelphia, Boston and London, along with Houston associate Tara McElhiney.
Sheppard, Mullin, Richter & Hampton acted as GAN’s legal counsel.
GAN, based in London, is in the business of providing software as a service to gaming concerns worldwide.
Based in Malta, Coolbet is essentially a bookmaking and betting platform that helps gambling concerns manage bets in casino games and sports betting. Its operations are located in Tanllinn, Estonia.
As Kirkland Advises, McDermott Secures $560M in Funding
O&G services provider McDermott International announced Nov. 18 that it has secured $560 million in new capital from its existing lenders and shareholders.
McDermott, which exited bankruptcy in late June via the $2.7 billion sale of Lummus Technology, said the new funding will strengthen its balance sheet going forward. The moves received the approval of a steering committee of short and long-term lenders.
“The support of the Investors and the Steering Committee reflects their confidence in our long-term business strategy and competitive position,” said David Dickson, President and CEO of McDermott.
Kirkland & Ellis team was led by Houston-based debt finance partners Lucas Spivey and Mitch McClellan; and capital markets partners Matthew Pacey, Brooks Antweil and Sara-Ashley Moreno.
In addition to Kirkland, AP Services, an affiliate of AlixPartners, is serving as operational advisor and Centerview Partners is serving as the company’s financial advisor.
The transactions include a new letter of credit facility that replaces a cash-secured LOC, releasing $390 million in cash collateral. In addition, the company will issue $170 million in common shares to several existing shareholders.
McDermott has 30,000 employees, a fleet of marine construction vessels and fabrication facilities located across the 54 countries in which it operates.
Gibson Advises as American Securities Acquires Foundation Building Materials
In a transaction valued at $1.37 billion, Foundation Building Materials announced Nov. 15 that it had entered into an agreement with New York-based American Securities to take the company private.
Based in Santa Ana, California, FBM is one of the nation’s largest providers of wallboard, metal framing and suspended ceiling systems. It has 3,400 employees and 170 sales offices throughout the U.S.
In 2015, FBM was acquired by the Dallas-based private equity firm Lone Star Funds, which has kept a majority interest in the firm even after FBM’s initial public offering in 2017. As owner of 52% of FBM, Lone Star has approved the sale and no further stockholder approvals are needed.
FBM was advised by Gibson Dunn with a team led from Texas. The Gibson team was led by Dallas partner Jeffrey Chapman and included New York associate Andrew Kaplan, Dallas associate Jonathan Sapp, New York associate Susie Choi and Houston associate William Bald.
Dallas partner Krista Hanvey and associate Gina Hancock advised on benefits; and Dallas associate Michael Cannon advised on tax aspects. The rest of the Gibson team were from Washington D.C. and New York.
American Securities will acquire all outstanding shares of FBM for $19.25 per share in an all-cash transaction valued at approximately $1.37 billion, including outstanding debt.
The transaction, which was unanimously approved by the FBM Board of Directors, represents a premium of approximately 27% to the closing price of FBM common stock on November 13, the last trading day prior to the announcement.
Davies Ward Phillips & Vineberg are also advising FBM. RBC Capital Markets is serving as financial advisor. The special committee created to oversee the transaction was advised by Layton & Finger on legal and Evercore on financial.
Weil Gotshal & Manges advised American Securities.
“The FBM Board, led by the Special Committee and with the assistance of independent financial and legal advisors, conducted a thorough review of opportunities to enhance shareholder value, and unanimously concluded that entering into this agreement with American Securities represents the best way to maximize value,” said Chris Meyer, Chairman of the FBM Board.
V&E Advises as ActivTrak Attracts $50M Series B Funding
ActivTrak Inc., an Austin-headquartered provider of workforce analytics and productivity software, announced that it has received $50 million in Series B funding led from Palo Alto, California, by Sapphire Ventures with Austin’s Elsewhere Partners participating.
ActivTrak announced Nov. 17, that it plans to use the money to scale its market activities and expand its platform with AI-driven analytics. ActivTrak’s funding to date has reached $77.5 million.
Vinson & Elkins advised ActivTrak with a corporate team led from Austin by partner Paul Tobias and associates Luke Thomas and Chris Kirby. Also advising were partner David Peck, senior associate Allyson Seger and associate Dan Henderson (tax); partner Shane Tucker and associate Austin Light (executive compensation/benefits); senior associate Danny Strassman (finance); and senior associate Ben Cukerbaum (technology transactions/IP).
Sapphire CEO Nino Marakovic said the move was in part triggered by work an market changes in response to the coronavirus pandemic.
“The move toward remote work has triggered companies to rethink how they measure and analyze employee productivity in today’s digital workplace,” Marakovic said.
ActivTrak’s cloud-native SaaS platform collects real-time work activity data about people and processes in the workplace. Since March 2019, the company has grown more than 200 percent. The company now has more than 8,000 customers and over 250,000 users.
Baker Botts Advises GCI Liberty in $1B+ Sale of LendingTree Stake
In a deal valued at a little over $1 billion, GCI Liberty announced Nov. 17, that it is selling its stake in LendingTree, the online lending broker.
The deal also marked Liberty’s unwinding its forward sale contract on LendingTree shares. GCI Liberty announced in August that it had agreed to be acquired by Liberty Broadband in a stock for stock combination.
GCI Liberty was represented by Baker Botts in both transactions. Dallas partner Samantha Crispin led the Baker Botts team in the sale of the LendingTree shares with assists from Dallas partner Josh Mandell and associate Jennifer Ybarra, also of Dallas. The rest of the team included lawyers from New York and Washington.
GCI Liberty said it intends to use the proceeds from the sale, valued at $1.007 billion to pay costs for debt reduction and share repurchases following the closing of the combination with Liberty Broadband.
“Doug Lebda and his team have grown LendingTree substantially and positioned the company well for the future of fintech. It has been a wonderful investment since Liberty became direct owners in 2008,” said Greg Maffei, GCI Liberty President and CEO. “Given our substantial return and other objectives we have for GCI Liberty, we felt it was an opportune time to monetize this investment.”
GCI Liberty, Inc. operates and owns interests in a broad range of communications businesses, and ranks as Alaska’s largest communications provider. GCI Liberty’s assets consist of its subsidiary GCI Holdings and interests in Charter Communications and Liberty Broadband.
Latham Advises Metromile on $842M Merger with SPAC
Metromile, Inc., a digital pay-per-mile auto insurance platform announced Nov. 24, its merger with a publicly traded acquisition company, INSU II Acquisition Company, in a deal valued between $842 million, including $30 million in cash.
The new company, to be known as Metromile, Inc. with an enterprise value of $956 million, will remain listed on NASDAQ under the ticker “MLE,” and has already received PIPE investment commitments of $160 million from investors, including Dallas billionaire Mark Cuban.
Latham & Watkins represented the placement agents to INSU II in the transaction with a team led from Houston by partner Ryan Maierson with associates Bryan Ryan and Sarah Dunn.
Those placement agents include J.P. Morgan Securities, Wells Fargo and Allen & Company.
J.P. Morgan Securities LLC is serving as exclusive financial advisor to Metromile, and Cooley LLP is serving as legal counsel to Metromile in connection with the transaction.
Cantor Fitzgerald & Co., J.P. Morgan Securities, Wells Fargo and Northland Capital Markets are acting as capital markets advisors to INSU II.
Ledgewood is serving as legal counsel to INSU II in connection with the transaction.
The $160 million PIPE commitment was led by Social Capital with Miller Value Clearbridge, Hudson Structured and New Enterprise Associates, along with Cuban.
Metromile offers real-time digital auto insurance provider aimed at customized coverage for low-mileage drivers. About two-thirds of drivers in the U.S. are considered low mileage drivers representing a market valued at more than $250 billion.
The platform features claims services and customer support, as well as health, safety and convenience tips intended to develop a sense of loyalty and community among company customers.
Metromile Enterprise, a cloud-based software-as-a-service, allows the licensing of the company’s key technology to help large, incumbent insurers to develop services to the same low-mileage markets. That licensing includes claims automation and fraud detection tools.
Locke Lord Advises Refuel in Acquisition of 26 NC Convenience Stores
Locke Lord said Nov. 19 that it had represented Refuel Operating Company in its purchase of 26 convenience stores from Holmes Oil, Inc., a North Carolina fuel distributor. Refuel is based in South Carolina.
The acquisition brings to 113 the number of stores operated by Refuel, a portfolio company of First Reserve. Terms of the transaction were undisclosed.
The Locke Lord team was led by partners Lauren Corbeil and Jennie Simmons, both of Houston. Additional assistance was provided by Freddy Feldman, Jerry Higdon, Eric Larson, Sara Longtain, Mark Miller, Ed Razim, Buddy Sanders, DeLaina Mulcahy, Jason McCloskey, Andrew Nelson, Shannon Schroeder and Kenton Wilson (all of Houston), Michael Bennett (Chicago), Van Jolas (Dallas) and Andrew Capalbo (Providence).
BMO Capital Markets acted as the exclusive financial advisor and Manning Fulton & Skinner acted as legal counsel to Holmes Oil.
Based in Chapel Hill, North Carolina, Holmes Oil was founded in 1997 by Edward Holmes with the purchase of Kenan Oil Company. All 26 stores are located in the Raleigh-Durham area operating as Cruizers.
The transaction represents the sixth acquisition for Refuel since establishing its partnership with First Reserve in May 2019.
V&E Advises Charah on $40 Sale of Allied Power Holdings
Charah Solutions Inc. announced Nov. 19, the sale of Allied Power Holdings, its subsidiary that provides maintenance, modifications and repair services to facilities that provide nuclear and fossil fuel power generation.
The $40 million acquisition was made by an affiliate of Bernhard Capital Partners Management, the company’s major shareholder, in an all-cash deal.
Charah was advised by Vinson & Elkins with a team led from New York by corporate partner John Kupiec with an assist from Texas by senior associate Abby Branigan of Dallas, as well as partner Darin Schultz, senior associate Zach Rider and associate Derrik Sweeney in Houston. Partner Lina Dimachkieh in Houston and associate Paige Anderson in Richmond pitched in on tax advice. Houlihan Lokey acted as financial advisor.
Scott Sewell, chair and CEO of Kentucky-based Charah, said the company plans to use the cash to devote more focus and resources to gaining a significant share of the $75 billion ash remediation and recycling market. Sewell said the cash will help to reduce debt and bolster available liquidity.
“This is what we do every single day,” Sewell said. “Charah Solutions has earned its reputation as the premier one-stop solution to the power generation industry for ash pond remediation and compliance, environmentally friendly ash recycling and daily ash operations. With the completion of this transaction, we are now entirely focused on delivering our industry-leading comprehensive suite of ash services to the power generation industry.”
Kirkland Advises on RedSail Acquisition of Texas-based PioneerRx
RedSail Technologies, a portfolio company of Francisco Partners, announced Nov. 18, that they had acquired PioneerRx, a Texas-based community pharmacy software provider. Terms of the deal were undisclosed.
Kirkland & Ellis advised Francisco Partners with a team led from San Francisco, but there were no Texas lawyers involved.
Alston & Bird served as legal counsel to PioneerRx and its brand owners, Morris & Dickson, with a team that included Mitchell Griffith of the firm’s Dallas/Fort Worth offices. Goldman Sachs was the company’s exclusive financial advisor.
PioneerRx provides what the company describes as a comprehensive, customizable software for pharmacy operations that monitors, governs and reports on individual pharmacy operations from vendor interaction and inventory control to control and security of customer-specific data.
“PioneerRx is excited about the opportunity to become part of RedSail Technologies as our company continues to drive amazing solutions that are revolutionizing independent pharmacy. PioneerRx’s mission is to save and revitalize independent pharmacy and we believe teaming up with RedSail Technologies will accelerate our ability to do this,” said Jeff Key, PioneerRx President and CEO.
Jeff Key and the PioneerRx leadership team will continue to lead the PioneerRx organization, with operations in Irving, Texas and Shreveport, Louisiana. RedSail Technologies, LLC is headquartered in Spartanburg, South Carolina with operations in Anacortes, Washington.
Willkie Advises Platform Partners in E-xact Investments
Platform Partners, a private holding company headquartered in Houston, announced Nov. 18, an undisclosed investment in E-xact Payments, a provider of gateway payment and hosted checkout services to banks, software providers and online vending operations.
The Vancouver-based E-xact provides their services to such ventures as Chase Paymentech, First Data, VISA and MasterCard.
Willkie Farr & Gallagher advised Platform Partners with a team led by Scott Miller in Houston. The firm did not identify other lawyers on the team.
“The E-xact team has built a tremendous business, and we look forward to working with the Company as it expands its service offering to new customers,” said Platform CEO Fred Brazelton.
Founded in 2006, Platform invests in lower middle-market companies. Platform invests through a perpetual holding company structure allowing for a long-term approach to partnering with entrepreneurs to build companies.
V&E, Locke Lord Advise on $900M Oaktree Capital/ FourPass Partnership
Denver-based FourPass Energy and Oaktree Capital Management announced Nov. 19 a partnership to acquire and operate large-scale oil and gas assets. The transaction includes a $600 million equity investment by Oaktree and an option to invest $300 million more.
FourPass Energy is led by Denver-based O&G veterans Ben Jackson and Andrew Dunleavy, formerly of Felix Energy, a company backed by EnCap and JP Morgan that was sold earlier this year to WPX.
FourPass plans to tap into their experience in volatile markets to acquire productive and profitable properties in what is likely to be an energy industry troubled in the near future by energy alternatives and a continuing decline in global energy demand.
Oaktree Capital was advised by Vinson & Elkins with a team led from New York and Dallas by partners Dan Komarek and John Grand. The team also included from Texas: senior associate Abby Branigan in Dallas; tax partner David Peck and tax associate Miron Klimkowski in Dallas and employment partner Sean Becker in Houston.
Locke Lord advised the management team at FourPass with a Houston-based team led by Mitch Tiras, Freddy Feldman and Jeff McPhaul. Additional assistance was provided by Ed Razim, Zac Horne and Andrew Nelson and Mike Conroy (Chicago).
Jackson, FourPass Energy CEO, said: “Having participated in the A&D market over the past seven years, we understand the opportunity set requires a sizable equity commitment as well as flexibility and creativity when structuring transactions. Our partnership with Oaktree fulfills each of these requirements, which will be a key differentiator for us. We’ve built a strong acquisition and operations team with this opportunity in mind.”
Hunton Advises Fertitta’s Golden Nugget on new Illinois Casino
Golden Nugget, the legendary casino gaming operation, now an affiliate of Tilman Fertitta’s Landry’s hospitality company, announced Nov. 19 a new joint venture that plans to build a Golden Nugget-branded casino in Danville, Illinois.
The joint venture is with with Wilmot Gaming Illinois and Wilmorite, a family-owned real estate development and management company, to be known as Danville Development LLC. The casino, the first such joint venture for Golden Nugget, will include a Landry’s steakhouse.
In addition, Fertitta’s online gaming company, Golden Nugget Online Gaming, will hold a 20-year exclusive market access in Illinois for only sports betting and iGaming, when and if legalized in Illinois. And under that agreement Golden Nugget Online will provide a $30 million mezzanine loan to Danville Development to help finance the construction.
As they have in a variety of previous investments, Hunton Andrew Kurth represented Golden Nugget and Landry’s in the Danville deal. The Hunton team included Houston real estate partner Mark Arnold and corporate and securities partner Mark Young, who offices in Houston and New York. Houston associate Jason Antrican also assisted on the deal.
Hunton Andrews Kurth has previously represented Golden Nugget and Landry’s in connection with the acquisition of the Golden Nugget Hotel and Casino in Las Vegas and Laughlin, Nevada, the acquisition of the Trump Marina Hotel and Casino (now Golden Nugget) in Atlantic City, New Jersey, the acquisition of the Isle of Capri Hotel and Casino (now Golden Nugget) in Biloxi, Mississippi, the acquisition of the Golden Nugget Lake Charles Casino and Resort and the construction, development and financing of the Galveston Island Convention Center at the San Luis Resort in Galveston, Texas.
In 2019, Illinois approved an expansion of existing casino and gaming operations in Illinois, including Danville, a two-hour drive directly south of Chicago near the Indiana state line. Key to the project is Wilmorite, a New York-based real estate company that took over the Illinois casino application from Haven Gaming, which withdrew from the process in late July.
Although the project has been downsized from the original Haven proposal, it is still a $100 million project that will face competition from a Hard Rock Casino being built in Terre Haute, Indiana, an hour south of Danville.
“Wilmot is pleased to deliver Golden Nugget and GNOG to the City of Danville and is excited to partner with Tilman J. Fertitta,” said James Wilmot, vice president of Wilmot Gaming. “The Golden Nugget is a nationally recognized brand and strengthens the submission, provides additional opportunities, and upgrades the overall project.”
The joint venture is a first for Golden Nugget on a casino project, but not for Wilmorite Management. Wilmorite developed the del Lago Resort and Casino in western New York in partnership with Peninsula Pacific. Wilmorite subsequently sold their interest in the $440 million project.
Paxion Capital Invests in Houston’s Patrinely Group
Paxion Capital announced Nov. 23 that it has acquired a significant but undisclosed stake in Houston-headquartered Patrinely Group, a national commercial real estate development and management firm.
Paxion’s co-founders, Jim Davidson and Fritz Wolff are also investing in Patrinely, along with Len O’Donnell, CEO of USAA Real Estate. Paxion is based in Menlo Park, California.
Advisors for legal and financial matters in connection with the transactions were not disclosed.
Patrinely Group’s executive leadership team will remain in place. Patrinely Group will continue to operate under its current name and maintain its headquarters in Houston. Dean Patrinely will serve as chairman of the firm’s board.
The company does not have a chief legal officer, but Matt Chamberlain, the company’s executive vice president of its western operations, holds a JD from the University of Chicago and was an associate with McKee Nelson in Washington D.C. for two years before becoming a real estate investment banking specialist with Goldman Sachs.
Mr. O’Donnell is president and chief executive officer of USAA Real Estate and has over 30 years of real estate experience.
Patrinely Group focuses on large scale, Class A mixed-use, office, multifamily, and most recently, data center and industrial properties in major markets. Since its founding in 1983, Patrinely Group has completed in $10 billion in transactions.
Paxion Capital is described as a multi-generational private partnership founded in 2015, and describes itself as focused on the intersection of real estate and technology.
Baker Botts Advises Liberty Broadband on $750M Exchange
In addition to the GCI Liberty deal described above, Baker Botts also advised Liberty Broadband Corporation in an upsized private offering of $750 million in 1.25% exchangeable senior debentures due 2050.
The debenture offer, announced Nov. 19 and closed on Nov. 23, is an exchange for Class A common stock in Charter Communications, the company’s main asset. Charter, based in Stamford, CT, is a telecommunications company best known for the Charter Spectrum brand of cable and communications.
The Baker Botts team was led by Dallas partner Samantha Crispin, along with partners from Washington D.C. and New York. The team also included Texas lawyers Josh Mandell and associate Jennifer Ybarra, both of Dallas.
There were approximately 833,325 shares of the Charter shares Class A common stock available for exchange. The debentures can be redeemed by Liberty Broadband in whole or in part after October 5, 2023, but after that date holders of the debentures have the right to demand redemption for their face value, plus accrued interest.
Bracewell Represents Phillips 66 in $1.75B Senior Notes Offering
Phillips 66 announced Nov. 17 a public offering in three series of senior notes that together amount to $1.75 billion.
The notes include:
- $450 million of floating rate notes due in 2024,
- $800 million of 0.900% senior notes due 2024, and
- $500 million of 1.3% senior notes due 2026.
Bracewell represented Phillips 66 with a team led by Houston partner Will Anderson, with a team that included Dallas-based counsel Ian Brown, as well as Houston associates Jay Larry and Shannon Baldwin. The team also included lawyers from New York and Washington, D.C.
Liberty Media Registers SPAC IPO as Baker Botts Advises
Liberty Media Acquisition Corporation, a newly formed SPAC wholly owned by Liberty Media Corporation filed on Nov. 19 registered an initial public offering aiming to raise $575 million to fuel its search for an emerging target in media, music, entertainment, communications or technology.
Under terms of the public offering Liberty Media would own 20% of the issued LMAC stock and expects to commit to acquire $250 million of the forward purchase units. Each unit consists of a single share of LMAC Series B common stock, as well as a one-fourth of one warrant for a share of Series A common stock. Liberty’s ownership of LMAC will initially be attributed to Liberty’s recently acquired Formula One Group tracking stock.
Baker Botts advised LMAC with a team led from Texas by Dallas partner Samantha Crispin and Houston partner Travis Wofford. The remainder of the team was fleshed out with lawyers from the firm’s New York and Washington, D.C. offices.
Citigroup, Morgan Stanley, Credit Suisse and Goldman Sachs & Co. LLC are acting as joint book-running managers for the proposed offering.
LMAC will be managed by Liberty’s current management team. Liberty Media owns interests in a broad range of communications, entertainment and media businesses.
Latham, V&E Advise As Double Eagle Energy Closes $650M Offering
Fort Worth-headquartered Double Eagle Energy announced the completion on Nov. 20 of a private placement of $650 million of five-year senior unsecured notes.
The offering includes 7.75% senior notes due 2025 and was made by Double Eagle III Midco 1 and Double Eagle Finance Corporation, both wholly owned by DoublePoint Energy. DoublePoint is owned by the Double Eagle management team.
The issue was the first inaugural offering by an upstream company in more than two years.
Vinson & Elkins represented Double Eagle III Midco 1 and Double Eagle Finance.
The V&E team was led by Houston partner Doug McWilliams and New York partners David Wicklund and Jim Fox, with assistance from Jackson O’Maley, Billy Vranish, Danny Wicoff, Marcus Martinez, Maya Bobbitt and Ashkan Fakhimi. Other key team members included Matthew Dobbins, Jennifer Cornejo, Wendy Salinas and Liz Snyder.
Latham & Watkins represented the initial purchasers in the transaction with a Houston-based team led by Michael Chambers and David Miller, with associates Om Pandya, Erin Lee, Katie Walker, Evann Hall and Dylan Carroll.
Tax advice was provided by Houston partners Tim Fenn and Jim Cole, with associate Marianne Standley; and on environmental matters by Chicago counsel Sara Orr.
Joint bookrunners are led by Citigroup (lead) and J.P. Morgan. Joint bookrunners are Goldman Sachs, BBVA, BMO Capital Markets, CIBC, Mizuho, PNC Capital Markets, KeyBanc Capital Markets, RBC Capital Markets, MUFG and U.S. Bancorp. CIT Capital Securities is co-manager.
Double Eagle Energy is a privately held, independent oil and natural gas company engaged in the acquisition, exploration and development of oil and liquids-rich natural gas assets in the core of the Midland Basin.