The Texas Lawbook

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CDT Roundup: 19 Deals, 14 Firms, 92 Lawyers, $9.5B

It was a big week for transactions involving Texas lawyers, at least in the capital markets, with companies tapping what money flows they could find to help them through the coronavirus crisis and sinking oil prices.

There were 19 transactions worth $9.5 billion, compared with 12 deals the week before valued at $6 billion and 16 transactions worth a whopping $38.9 billion at this time last year (thanks to Chevron’s $33 billion offer for Occidental Petroleum).

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
March 25, 202315$8,779.5101415$2,36210$6,416.5
March 18, 20237$14,048.86695$13,3452$703.8
March 11, 202321$11,5761616516$8,1315$3,445
March 4, 202320$9,6681122816$8,2094$1,459
February 25, 202313$5,3351313012$4,2351$1,200
February 18, 202314$5,743.7131588$898.76$4,845
February 11, 202316$12,0881213712$9,9654$2,123
February 4, 202317$8,0661514013$5,6144$2,452
January 28, 20237$2,1807755$1,692.752$488
January 21, 202317$5,7681617412$1,9185$3,850
January 14, 202311$2, 800101028$4213$2,400
January 7, 202318$8,2961116714$6,4613$1,835
December 31, 202214$2,732119912$2,0922$640
December 1714$7,9191311512$7,4191$500
December 10, 202214$10,093128811$7,0933$3,000
December 3, 202226$12,800.91117220$4,1416$8,659.9
November 26, 20228$2,266.7853$765$2,190.7
November 19, 202221$2,8861521219$2,5502$336
November 12, 202213$15,093.79819$14,2004$893.7
November 5, 20222519,337.21650922$8,267.23$11,070
October 29, 202215$7,805.3911614$7,180.31$625
October 22, 202220$8,193.51325313$5,4427$2,751.5
October 15, 20229$3,046.191397$2,588.32$457.8
October 8, 202219$2,011.81211416$833.83$1,178
October 1, 202223$5,532.91615618$4,952.35$580.6
September 24, 202218$5,1941421615$4,0503$1,144
September 17, 202221$8,352.31232015$4,759.66$3,592.7
September 10, 202215$19,853.51012613$19,403.62$450
September 3, 20229$2,3129629$2,31200
August 27, 202216$30,891.71013515$30,666.41227.7
August 20, 202212$1,977815299253$1,052
August 13, 202218$8,004.71124211$2,844.77$5,160
August 6, 202224$7,948.91224017$3,5777$4,371.9
July 30, 20228$6,9419787$6,8391$102
July 23, 202211$801119210$80110
July 16, 202214$3,6501012214$3,65000
July 9, 202210$3,557.77689$3,557.710
July 2, 202218$8,609.41315215$2,754.43$5,855
June 25, 202215$6,142131469$2,0176$4,125
June 18, 202217$11,890.11422815$11,4102479.7
June 11, 202217$7,6001212310$2,3007$5,300
June 4, 202212$2,937101279$6923$2,245
May 28, 20229$3,197.611869$3,197.600
May 21, 202214$7,284.51218511$6,6093$675.5
May 14, 202211$306.698010$306.61$225
May 7, 202216$10,451.751210812$1,8274$8,624.75
April 30, 202216$2,296.51615712$895.54$1,401
April 23, 202210$2,24111588$16412$600
April 16, 202211$6,64371568$2,3593$4,284
April 9, 202217$4,4291418411$1,6906$2,739
April 2, 202213$1,75588410$1,1453$610
March 26, 202211$3,2058656$2005$3,005
March 19, 202213$2,239.17910613$2,239.1700
March 12, 202218$12,0161123915$11,9652$51.35
March 5, 202217$6,7861313713$5,1614$1,625
February 26, 202212$5,09581499$4,437.53$658
February 19, 202217$22,2291717414$21,3543$875
February 12, 202212$2,344.710738$641.74$1,703
February 5, 202211$2,50389911$2,50300
January 29, 202211$3,8721210112$3,87200
January 22, 202213$5,143.5109912$4,842.51$301
January 15, 202212$7,60591559$6,4803$1,025
January 8, 202213$8,256.21110213$8,256.200
January 1, 20229$1,273.86509$1,273.800
December 25, 202121$4,734.751117616$3,4105$1,324.75
December 18, 202126$7,325.21519318$3,640.28$3,685.2
December 11, 202116$5,0171010913$1,4173$3,600
December 4, 202114$2,3108868$2,3106$1,882.05
November 27, 20219$3.460.1101016$1,7583$1,702.6
November 20, 202120$22,7921515712$18,864.58$3,928
November 13, 202121$26,7291217813$11,8228$14,907
November 6, 202112$8,3031315710$6,6823$1,621
October 30, 202121$10,3681521815$9,24.46$1,103.
October 23, 202121$18.783.11522211$12,31410$6,468.6
October 16, 202115$3,8681111815$2,2932$1,575
October 9, 202120$8,6101617516$7,7954$815
October 2, 202114$6,2501113710$5,2004$1,050
September 25, 202111$11,4609937$10,2004$1,250
September 18, 202111$16,6038998$15,0843$1,519
September 11, 202117$10,6531110313$8,5034$2,150
September 4, 202113$7,222108911$6,7152$507
August 28, 202112$76396311$6631$100
August 21, 202112$29,65977911$29,5791$80
August 14, 202122$17,8451119912$12,80510$5,04
August 7, 202117$13,6701213915$11,7662$1,904
July 31, 202121$8,1601113410$3,57410$4,586
July 24,202121$6,3671113915$3,7126$2,655
July 17, 202114$4,0091112412$2,0152$1,994
July 10, 202116$3,9971314311$1,5974$2,4
July 3, 202124$7,492139416$3,7698$3,722
June 26, 202110$4,9957858$3,8472$1,148
June 19, 202128$16,83082289$1,86119$14,968
June 12, 202126$27,2381520919$25,6027$1,636
June 5, 202115$15,5391310013$14,7092$600
May 29, 202135$20,2791114528$18,647$1,639
May 22, 202124$53,2081417417$51,0477$2,161
May 15, 202118$10,6201322011$5,8707$4,809
May 8, 202117$10,4001115615$8,3862$2,500
May 1, 202121$7,2001611512$3,8089$3,392
April 24, 20218$20,2009318$20,20000
April 17, 202114$6,270810211$4,01803$2,260
April 10, 202115$8,9401312914$7,9901$950
April 3, 202118$19,5131015112$16,9236$2,590
March 27, 202127$13,9421524414$4,30013$9,633.5
March 20, 202111$2,04641023$2708$1,776
March 13, 202115$3,27091096$5389$2,732
March 6, 202124$13,6171019613$10,39511$3,222
February 27, 202119$8,1051213915$4,9704$3,135
February 20, 20219$8,82091538$8,5201$300
February 13, 202112$4,852.678172,7665$2,086.6
February 6, 202118$9,7521315314$5,2224$4,530
January 30, 202118$9,449918215$8753.83$695.3
January 23, 202114$8,15081186$4,0008$4,150
January 16, 202117$6,7831313811$2,4006$4,382.9
January 9, 202122$6,8291413518$3,139.34$3,690
January 2, 20217$1,4667607$1,46600
December 26, 202018$15,9001216316$5,3001$600
December 19, 202018$9,7691411014$8,4264$1,343
December 12, 202010$7,20091009$3,3251$3,830
December 5, 202015$4,26191229$2,7806$1,481
November 28, 202019$7,7581011013$4,0036$3,755
November 14, 202014$864.11415712$289.12$575
November 7, 202013$6,33291299$2,483.54$3,849
October 31, 202010$3,995.881036$3,231.14$754.7
October 24, 20206$18,1006585$17,7091$350
October 17, 20208$351.95558$351.900
October 10, 20207$5,2293504$7353$4,494
October 3, 202014$21,42891739$17,5355$3,893
September 26, 202010$12,7708935$10,3005$2,470
September 19, 202014$8,36591016$1,0208$7,345
September 12, 20206$4,4068593$1,2703$3,136
September 5, 202011$5,19181179$4,0612$1,130
August 29, 202011$2,5319945$1,1306$1,401
August 22, 202018$6,574121407$1,93011$4,644
August 15, 202013$4,99110977$1,2166$3,775
August 8, 202012$32,092111129$30,4573$1,635
August 1, 20207$5,2878765$3,6872$1,600
July 25, 20209$18,7516677$18,4032$348
July 18, 20206$1,982.55504$1,407.52$575
July 11, 202011$565.1127510$65.11$500
July 4, 202010$8,8898989$8,7881$100.3
June 27, 20208$6,87410505$4,972.53$2,081.5
June 20, 202012$4,44491157$2,8295$1,615
June 13, 20206$3,5824372$3504$3,232
June 6, 202011$3,213.78657$4704$2,743.7
May 30, 20208$7,3357486$4,6392$2,697
May 23, 20204$432.44343$432.410
May 16, 20206$3106345$31010
May 9, 202018$5,6301612414$3,1804$2,450
May 2, 20201510,40010908$1,9007$,8,500
April 25, 20208$3,4009365$1,0003$2,450
April 18, 202019$9,50014928$185.711$9,360
April 11, 202012$6,0009405$1907$5,800
April 4, 202014$8,200116810$2,2004$6,000
March 28, 202016$6,500139610$3,7006$2,800
March 21, 202011$11,9107337$2,2504$9,960
March 14, 20207809.86346684.81125
March 7, 202016$2,500157013$6693$1,400
February 29, 202013$15,2601312811$11,7602$3,500
February 22, 202012$3,700109210$2,5602$1,130
February 15, 202016$1,250108412$354$1,222
February 8, 202018$6,0801412314$2,5954$3,485
February 1, 202021$20,9001210114$17,8607$3,060
January 25, 202013$7,430136212$6,4301$1,000
January 18, 202023$9,5801512019$6,5804$3,000
January 11, 202021$14,2001819916$1,0205$13,200
January 4, 202022$6,4001111916$3,2046$3,245
December 28, 201922$7,1501917518$6,8004$327.4
December 14, 201924$36,3002316719$9,5005$26,800
December 7, 201911$10,40011557$1,0824$9,370
November 30. 201914$2,4501212612$1,7602$692.5
November 23, 201916$1,995104111$6155$1,380
November 16, 201915$3,8201313511$2,5004$1,271
November 9, 201925$12,9001718223$12,2002$575
November 2, 201910$2,470126192,4503$22
October 26, 201912$5,560147011$3,8601$1,700
October 19, 20198$6,60081388$6,60000
October 12, 201919$4,300145516$3,8003$500
October 5, 201918$14,5001916615$11,1003$3,400
September 28, 201919$8,1001813218$7,5601$550
September 21, 201914$6,300166611$2,1603$4,170
September 14, 201915$23,800125611$21,2504$2,570
September 7, 201917$3,500159814$1,9003$1,600
August 31, 20195$8,7006505$8,70000
August 24, 201916$10,000148215$4,2501$5,750
August 16, 201910$1,6805527$6503$950
August 9, 201917$17,700156814$3,9003$13,800
August 2, 201913$5,7601210813$5,760NANA
July 27, 201911$7,30013768$6,5703$730
July 20, 201913$11,8001312511$5,3002$6,500
July 13, 201910$7757468$542.52$233
July 6, 20197$2,5009857$2,50000
June 29, 201923$8,2901515417$2,3006$5,970
June 22, 201917$10,7001013914$7,7003$3,000
June 15, 201911$13,5001416011$13,500NANA
June 8, 201913$2,870175511$1,5702$1,300
June 1, 201910$4,46011608$4,1402$315
May 25, 201917$4,360147914$3,7003$612
May 18, 201922$9,0001715016$3,4006$5,600
May 11, 201918$19,8001717715$18,3003$1,500
May 4, 201910$7,0756328$6,9002$175
April 27, 201915$3,2001411714$3,1601$40
April 20, 201913$13,50010909$12,2004$1,300
April 13, 201916$38,900149114$37,8002$1,100
April 6, 201912$6,870119410$6,7302$50
March 30, 201915$6,470128410$7,91.55$5,677
March 23, 201918$6,450149114$5,0424$1,408
March 16, 201914$10,1801211511$8,8003$1,300
March 9, 20199$1,8006498$1,3001$500
March 2, 201920$3,0331610714$1,8176$1,262
February 23, 201912$2,0408699$614.63$1,430
February 16, 201916$9,970187716$9,97000
February 9, 201914$6,4001011014$6,40000
February 2, 201918$6,740159916$5,7202$950
January 26, 201913$2,770116711$918.952$1,850
January 19, 201915$3,819167612$2,5943$1,225
January 12, 201918$7,283149215$1,6833$5,600
January 5, 201910$529125010$52900
December 22, 201817$2,570138714$9413$1,629
December 15, 201810$2,8608268$2642$2,600
December 8, 201815$1,819166512$5523$1,267
December 1, 201812$7,50010909$1,2003$6,200
November 28, 201815$4,5001110714$4,0001$500
November 19, 201818$6,137139813$2,1425$3,995
November 14, 201818$9,2001315215$8,5003$694
November 6, 201816$17,3001618314$16,3612$950
October 29, 201814$14,4001812717$13,8001$600
October 24, 201813$6,1401312611$5,1222$1,018
October 17, 201818$18,3901512514$12,2924$6,098
October 10, 201829$3,1491810420$1,6479$819
October 2, 201818$9,300116714$7,3004$2,000
September 25, 201813$7,000117510$6,0003$995
September 18, 20189$3,5707449$3,57000
September 11, 201813$5,9001013213$5,90000
September 7, 201814$5,000158611$4,0003$1,000
August 29, 201815$20,700147913$4,7002$16,000
August 20, 201810$12,40011538$11,3803$1,057
August 14, 201812$19,900121329$18,8893$1,011
August 7, 201816$68,6001110613$67,2593$1,340
July 31, 201815$15,100159511$13,0604$2,060
July 23, 201813$2,130156010$1,8043$1,100
July 17, 201814$5,37017989$4,3105$1,100
July 9, 201816$11,200157410$11,0806$862
July 3, 201813$7,00078112$6,3301$750
June 25, 201815$8,80013979$4,9706$3,930
June 18, 201813$14,20014807$2216$14,290
June 11, 201812$6,3008968$5,9104$803
June 6, 201813$14,50010888$14,1545$579
May 31, 201811$4,89010638$3,2403$1,790
May 22, 201815$20,40011639$19,8086$885
May 15, 201815$4,7001510610$3,9005$643
May 9, 201811$1,40013889$1,3002$560
May 1, 20188$14,2507887$13,4001$450
April 24, 201812$5,30066111$4,4701$800
April 17, 20189$1,80010447$2,3302$1,434
April 11, 201811$2,5008326$1,6905$809
April 3, 201815$13,400111219$12,0206$1,090
March 28, 201810$4,00010927$3,8703$215
March 19, 201817$5,800135110$5907$5,165
March 12, 201815$3,130114311$2,3604$788
March 6, 201819$5,4001311610$1,5309$4,860
February 27, 201820$6,600136914$5,5306$1,030
February 19, 201815$5,5001411110$3,9906$1,980
February 12, 201823$10,9001715712$7,11011$3,840
February 5, 201816$8,600131007$1,3309$7,800
January 30, 201811$12,60011685$7,3006$4,982
January 24, 201819$9,400151295$2,01014$7,337
January 18, 201810$6,2808492$2,1008$4,188
January 9, 201812$16,50012929$15,8903$475
January 3, 201810$2,5009478$2,3502$150
December 27, 201715$9,000151139$7,5686$1,784
December 18, 201715$13,800161649$13,0107$1,118
December 11, 201714$9,7001012612$2,9404$8,500
December 4, 20176$1,8006315$1,5101$300
November 28, 20177$3,8508764$3,2603$285
November 16, 201710$2,70010486$1,8404$856
November 8, 201715$2,380179110$1,8605$516
November 1, 201712$4,70017949$3,4004$1,300
October 23, 201715$10,500106710$9,7804$1,530
October 18, 20176$2,000373$2253$1,820
October 10, 201712$6,5701009$3,8803$3,360
October 2, 20178$3,10011193$1,6305$1,750
September 25, 20178$4,8808795$2,6605$2,070
September 18, 20179$4,7703$3006$4,470
September 12, 201711$4,4308$2,0303$2,400
September 1, 20174$1,3103$3171$1,000
August 23, 201711$13,64098$11,8403$1,800

Fourteen law firms and 92 Texas lawyers were involved in the activity, which included eight M&A/private equity/venture capital deals valued at only $185.7 million and 11 capital markets transactions worth $9.36 billion.

In terms of M&A, it was the same paltry performance globally, with no deal announced last week that was worth more than $1 billion – the first time in 15 years, Reuters reported Monday citing data from Refinitiv. So far this year, global deal values have fallen 33% over the same period last year and the number of transactions has slipped 20%, according to Refinitiv.

M&A/PRIVATE EQUITY/VENTURE CAPITAL

Baker Botts advises Carbon Energy on $110M asset sale to Diversified Gas

Diversified Gas & Oil said in a regulatory filing April 8 that it agreed to purchase conventional Appalachian upstream and midstream assets from Carbon Energy Corp. and its affiliates for $110 million.

DGO general counsel Benjamin Sullivan, who is based in Charleston, W. Va. told The Texas Lawbook that he enlisted the help of Jim McLaughlin, a partner at Maynard Cooper in Birmingham, Ala. He added that Carbon used Jeffrey Peterson at Welborn Sullivan in Denver and Josh Davidson in Baker Botts’ Houston office.

While the buyer said it can’t provide certainty that it will complete the transaction, it continues to negotiate the terms of the agreement, which has to clear due diligence. DGO noted that the transaction falls within its stated valuation criteria of less than 4 times EBITDA based on diligence to date and will have an effective date of Jan. 1, 2020, if completed.

DGO said the assets are located within its existing West Virginia, Kentucky and Tennessee footprint and further increase its operating scale and efficiencies. 

The company believes the assets complement its existing properties and are capable of generating accretive returns while keeping leverage below 2.4 times net debt-to-adjusted EBITDA. If successful, it plans to pay for the cash purchase price with funds available on its existing revolving bank facility or similar financing. 

DGO CEO Rusty Hutson Jr. said in a statement that the company is uniquely positioned to capitalize on compelling opportunities in the current market and moved quickly to secure exclusivity on package. 

“Expanded scale combined with our focus on a variety of identified opportunities to further improve the assets’ free cash flow will enhance operating margins and provide additional insulation and resilience in this low commodity price environment,” he said. “Further expanding our midstream system will provide both greater certainty and optionality to transporting our production and, together with the storage fields, provide ways to generate additional third-party revenue.”

Baker Hostetler advises Ring on $31.5M sale of Delaware assets

Midland, Texas-based Ring Energy Inc. said April 14 it agreed to sell its Delaware Basin assets in Culberson and Reeves Counties, Texas, to an unnamed buyer for $31.5 million.

General counsel Matt Garner told The Texas Lawbook that he was the in-house legal lead on the transaction, enlisting the help of Baker Hostetler partner Mark Jones in Houston.

The property consists of around 20,000 net acres and produces 908 barrels of oil equivalent per day. Its proved developed producing reserves reached 3.48 million barrels of oil and 10 billion cubic feet of natural gas using average pricing of $52.41 per barrel and $1.47 per thousand cubic feet equivalent of gas, according to outside independent engineering firm Cawley, Gillespie and Associates.

Ring has received a $500,000 non-refundable deposit and said it expects to close the transaction in 60 days.

Ring CEO Kelly Hoffman said in a statement that since the company announced the marketing of its Delaware property in early November 2019, it has worked hard to bring about a fair and equitable transaction. The proceeds will be used to reduce the current balance on its senior credit facility.

“The current environment mandates a cautious, conservative approach going forward and strengthening our balance sheet is a step in the right direction,” he said.

Wilson Sonsini advises Coder on $30M funding from GGV, Redpoint

Coder announced April 15 that it closed a $30 million Series B funding round led by current investor GGV Capital with participation from Redpoint Ventures, Uncork Capital and In-Q-Tel Inc. 

Wilson Sonsini advised Coder, including partner Scott Craig and associates Kimball Smith and Nick Haenel, all of Austin. Fenwick & West represented the investors.

The financing comes on the heels of an $8.5 million Series A round led by Redpoint, bringing total funding to $43 million. 

As part of the financing, GGV managing partner Glenn Solomon will join Coder’s board.

The company plans to use the investment to support an aggressive hiring plan, drive product innovation and increase global growth.

Coder was founded in 2017 by Ammar Bandukwala, Kyle Carberry and John Andrew Entwistle with the goal of helping developers write more code. The company said by moving the development environment to the cloud, Coder’s enterprise product quickly attracted customers and investors with its ability to accelerate development workflows. 

The company said it provides open-source tools and an enterprise platform that makes it easier for organizations of all sizes to configure, secure and scale development environments, dramatically increasing productivity. To date, Coder has more than 10 million Docker pulls and 35,000 GitHub Stars and is used by many of the world’s largest organizations.

“Coder’s mission is to make software developers happier,” Carberry said in a release, with Bandukwala saying it does so by automating away the configuration and maintenance of development environments, which lets developers focus on their code.

“In today’s rapidly changing environment, it’s more important than ever to give engineers the ability to stay productive from anywhere in the world,” Entwistle said.

Coder said as COVID-19 continues to impact communities around the world, many organizations are implementing remote work policies to protect their employees and Coder is working with existing and new customers to ensure their developers are productive.

Alex Bard led the investment from Redpoint and is a Coder board member.

V&E represents Elsewhere on $11M investment in Airbrake

Vinson & Elkins said April 15 it represented Elsewhere Partners on its $11 million investment in Airbrake.

The team included partner Paul Tobias and associates Kate Rainey Willson and Luke Thomas, all of Austin.

Airbrake announced the investment in the application performance and code-level error monitoring software company on April 9.

Airbrake said it offers real-time error monitoring for the end-to-end application stack, improving the efficiency of continuous integration and continuous development and thus increasing the velocity that companies can release quality applications, reducing development costs and improving customer retention.

“Airbrake grew rapidly and profitably under the product-focused leadership of Joe Godfrey,” Elsewhere VP Nick Stoffregen said in a statement. “The company created a product that developers love and Airbrake has grown organically as a result without dedicated sales and marketing teams.”

Several senior-level software company veterans have joined Airbrake to expand its go-to-market strategy and product roadmap, including Shelley Perry as executive chairman (she previously was at Insight Partners, NTT, HP and TicketMaster); Treb Ryan as CEO (Dimension Data and OpSource); Eric Anderson as CTO (CopperEgg, Oracle and StackEngine); Chad Savoy as CRO (Datadog and SolarWinds); and Joe Godfrey as CPO (Amazon and Ancestry).

Founded in 2017, Elsewhere Partners is a growth-stage venture capital firm formed by former partners at Austin Ventures, including Chris Pacetti and John Thornton. Its portfolio includes ActivTrak, burstIQ, Foresite, Intential, OpsCompass, Statflo, Tasktop, Vyopta and Relatient, which it sold to Brighton Park Capital last fall for an undisclosed sum.

Kastner Gravelle aids Gembah on $3.275M seed round by Silverton

Austin-based product developer Gembah announced April 16 a $3.275M seed round of funding led by Silverton Partners that included ATX Venture Partners and Capital Factory, bringing its total funding to $3.775M.

Evan Kastner with Kastner Gravelle represented Gembah.

Gembah said it’s built a global manufacturing network of 700 factories and a growing product development network with experts from product design to electrical and mechanical engineering. 

The company plans to use the new funding for platform development and expand its team and network of partners domestically and overseas.

With e-commerce growing 30% in the past two years and COVID-19 forcing even more retail businesses to online-only models, Gembah said it’s well situated to power the global product creation market, using machine learning to eliminate the traditional market inefficiencies involved in designing and manufacturing products.

Zack Leonard, Gembah’s founder and president, said by strengthening the company’s network and honing product development, it plans to bring lead time from inception to shipment down further.

Kip McClanahan led the investment from Silverton Partners and Chris Shonk did so from ATX Venture Partners. 

Baker Botts represents McArron on formation of Benchmark Energy 

McArron Partners announced April 15 that it formed Benchmark Energy to acquire and operate oil and gas properties with a long-term view and a primary focus on the Anadarko Basin and Texas Panhandle. Terms weren’t disclosed.

Baker Botts represented McArron on the formation, including partner Larry Hall and associate Cale Curtin and tax partner Steve Marcus and associate Jordan Hahn, all of Dallas.

Craig Fleming, former president and CEO of Iron Star Energy, is Benchmark’s CEO. The Jones oil and gas family, including CEO Jonny Jones and Stephen Jones, is behind Austin-based McArron, which was the maiden name of the wife of family patriarch Jon Rex Jones.

Willkie represents Capital Constellation on investment in Pollen Street

Willkie Farr & Gallagher said April 14 it represented Wafra-advised Capital Constellation on its minority investment in and capital commitment to Pollen Street Capital. Terms weren’t disclosed.

Willkie’s multi-office team included Houston partner Michael De Voe Piazza and associates Emerson Girardeau, Chris Truman and Will Thanheiser. 

Pollen Street is an independent asset manager focused on the financial and business services sectors in the U.K. and Europe with $3.48 billion in gross assets under management.

Pollen Street managing partner Lindsey McMurray said the partnership with Constellation endorses the value of its strong industry specialization “in this complex environment.” 

Wafra chief investment officer Russell Valdez said Pollen Street’s expertise within financial services and experience investing across economic cycles positions it in today’s environment.

Constellation seeks to generate consistent, long-term returns for its members, who include the Alaska Permanent Fund, RPMI Railpen, the Kuwait Investment Authority, the Third Swedish National Pension Fund and the Public Institution for Social Security of Kuwait.

Porter Hedges aids Century A/C on minority stake sale to Rheem

Porter Hedges said April 15 it represented Century A/C Supply on its sale of a minority stake to Rheem Manufacturing Co., a privately held company that produces residential and commercial water heaters and boilers along with heating, ventilating and air conditioning equipment.

The Porter Hedges team included Joe Morrel, Rob Reedy, Allison Pearce and Ilana Leuchtag, with tax advice from Craig Bergez, employee benefits guidance from Beverly Young, real estate assistance from Tracey Gerber and intellectual property counsel from Jonathan Pierce.

Founded in 1973 by Dennis Bearden, Century A/C Supply has grown from two Houston locations in 1986 to 34 locations spanning Texas and the Midwest. Bearden is keeping a majority of Century A/C’s shares.

Century A/C has been a distributor of Ruud products in the Houston area since 1986 and its sister company, Air Management Supply, is a Rheem distributor with six locations in the Midwest. 

Branches within Century A/C’s York territory will be phased into a new company, Century HVAC Distributing, which will be owned by Bearden and continue to operate independently under the existing leadership teams.

Mike Branson, president of Rheem’s air division, said the new partnership allows the company to further support one of its long-term channel partners.

CAPITAL MARKETS/FINANCINGS

Latham & Watkins advises LyondellBasell on $2B guaranteed public notes offering

Latham & Watkins said April 15 that it advised LyondellBasell Industries on unit LYB International Finance III’s $2 billion public offering of guaranteed notes.

Houston partners Michael Chambers and John Greer led the corporate team with associates Ryan Lynch, Madeleine Neet, Kate Wang and Jessica Sherman. 

Tax matters were handled by Houston partners Tim Fenn and Bryant Lee with Houston associate Jared Grimley along with attorneys in the firm’s London office (partner Karl Mah and associate Aoife McCabe). LyondellBasell’s general counsel is Jeffrey Kaplan, who said associate general counsel and corporate secretary Charity Kohl and senior counsel Scott Beech were part of the effort.

The notes include $500 million in 2.875% notes due 2025, $500 million in 3.375% notes due 2030 and $1 billion in 4.200% notes due 2050. The notes will be fully and unconditionally guaranteed by LyondellBasell, which plans to use the net proceeds for general corporate purposes, including to increase its liquidity and manage short-term debt maturities.

Bracewell, Akin Gump aid on EOG’s $1.5B senior notes offering

Bracewell said April 15 it represented the underwriters on EOG Resources Inc.’s public offering of $1.5 billion in senior notes, including $750 million of 4.375% notes due 2030 and $750 million of 4.950% notes due 2040.

Citigroup and J.P. Morgan served as active joint book-running managers for the offering.

The team included Houston partner Troy L. Harder and Austin partner Timothy A. Wilkins and associates Kathy Witty Medford and Shannon Baldwin in Houston, Daniel J. Pope in Austin and Caroline E. Ellis in Houston. An associate in New York also weighed in (Catherine B. Engell).

Akin Gump counseled EOG, including partners John Goodgame, Lisa Hearn, Chip Cowell and Jocelyn Tau (tax), counsel Kevin Schott and associate Travis Earp. EOG’s general counsel is Michael Donaldson.

Baker Botts advises Valero Energy on $1.5B in notes offerings

Baker Botts said April 14 it advised Valero Energy Corp. on its public offering of $850 million in 2.700% senior notes due 2023 and $650 million in 2.850% senior notes due 2025. 

The corporate team members included partner Jeremy Moore and associates Jude Dworaczyk, Ieuan List, Gita Pathak and Lauren Richter, all of Houston.

Specialists were tax partner Steve Marcus and associate Snow Rui in Dallas, environmental partner Matthew Kuryla and associate Laura Williams in Houston.

In-house Valero lawyers were general counsel Jason Fraser, secretary/disclosure and compliance officer Stephen Gilbert and counsel Ethan Jones.

The underwriters were BofA Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities and Mizuho Securities USA.

Valero plans to use the net proceeds for general corporate purposes.

T&K, Mayer Brown work on Enterprise Products’ $1B credit facility

Thompson & Knight said April 15 it represented Citibank as administrative agent on the closing of a $1 billion syndicated unsecured credit facility for Houston-based Enterprise Products Operating, a midstream energy services provider and a unit of Enterprise Products Partners.

The deal was led by partner Andrew P. Flint with assistance from associate V. Parker Pritchett, both of Houston.

Enterprise Products Partners deputy general counsel Christopher S. Wade was in-house counsel for the borrower and Enterprise Products Partners and Mayer Brown was the company’s outside counsel, including Houston partner Dale Smith, who joined the firm last month from Bracewell.

Gibson Dunn advises Valero on $875M 364-day credit facility

Gibson Dunn & Crutcher said April 14 it’s advising Valero Energy Corp. on its 364-day credit facility of $875 million. 

The corporate team includes Houston partner Shalla Prichard and associates Whitney Bosworth and Jordan Rex.

Valero announced the facility on April 13 as part of a business update in response to current market conditions, including the impact and effects of the outbreak of COVID-19 and the recent decline in commodity prices on its business operations.

JPMorgan Chase Bank is the administrative agent and Citibank is the syndication agent for the facility, whose borrowings will bear interest at the base rate or the eurodollar rate – at the company’s election – plus an applicable rate ranging from 0.150% to 0.700% (in the case of base rate borrowings) and 1.150% to 1.700% (eurodollar borrowings).

The facility requires Valero to pay a commitment fee accruing on the daily amount of used and unused commitments of the lenders at a rate ranging from 0.350% and 0.550% per year, based on its ratings from Moody’s and S&P. 

Proceeds will be used for working capital purposes of the company and its subsidiaries.

Latham counsels purchasers of Six Flags’ $725M senior secured bond offering

Latham & Watkins said April 17 it advised the initial purchasers on the $725 million senior secured bond offering by Six Flags Entertainment Corp. unit Six Flags Theme Parks Inc.

Houston partners Michael Chambers and David Miller led the deal with a Washington, D.C. associate (Samuel Rettew) and Houston associates Thomas Verity, Denny Lee, Caroline Ellerbe, Danielle Kinchen and Katie Walker. 

Houston partner Craig Kornreich provided advice on bank finance with Houston associates Bryce Kaufman and Brian Flynn; Houston partner Tim Fenn and Houston associate Jared Grimley counseled on tax matters; and Houston partner Joel Mack along with an attorney in the firm’s Los Angeles office (counsel Joshua Marnitz) contributed on environmental issues.

Laura W. Doerre was named Six Flags’ general counsel last month, succeeding the retiring Lance Balk. She previously was general counsel at JELD-WEN Holding Inc. and Nabors Industries Ltd.

The offering, which was upsized by $60 million, includes newly issued 7.00% senior secured notes. Six Flags expects the closing to occur by April 22.

The company plans to use net proceeds to repay debt and for general corporate matters and working capital purposes, including expenses relating to the transaction.

Bracewell aids underwriters on Evergy Kansas Central’s $500M first mortgage bond offering

Bracewell said April 14 it represented the underwriters on the public offering by Evergy Kansas Central Inc. of $500 million in first mortgage bonds issued April 9, including its 3.45% bonds due 2050.

MUFG, US Bancorp and Wells Fargo Securities were the joint book-running managers.

The team included two partners in the firm’s New York office (Todd W. Eckland and Michele J. Alexander) along with associate Shannon Baldwin in Houston and two associates in New York (Catherine B. Engell and Charlotte Keenan).

T&K aids U.S. Bank on $356.8M construction loan facility for Howard Hughes Corp.

Thompson & Knight said April 13 it advised U.S. Bank on a $356.8 million construction loan facility for real estate developer The Howard Hughes Corp.

Managing partner Mark M. Sloan in Dallas led the deal team, which included associates A. Erin Marino, Allie LeVan and Cheryl Campbell.

Peter Riley is general counsel at Howard Hughes Corp.

The secured U.S. Bank lead loan will fund the company’s sixth residential mixed-use development called Ko’ula in Ward Village, a 60-acre master-planned community in Honolulu, Hawaii. U.S. Bank was the administrative agent for seven other lenders.

Bracewell assists underwriters on Tucson Electric’s $350M senior notes offering

Bracewell said April 13 it represented the underwriters in a registered offering by Tucson Electric Power Co. of $350 million in 4.00% Senior Notes due 2050 that were issued April 9.

The team was led out of New York (counsel J. Anthony Terrell and partner Michele J. Alexander) but included Houston associates Daniel W. Areshenko and Sylvia Cherem.

Tucson Electric aims to use the net proceeds to repay term loans primarily used to invest in wind and natural gas-powered generation assets, repay borrowings under its revolver and for general corporate purposes.

SunTrust Robinson Humphrey Inc., BBVA Securities Inc., BNY Mellon Capital Markets, and Wells Fargo Securities were joint book-running managers for the offering.

Bracewell co-bond counsel to City of Houston on $350M Texas Airport System notes

Bracewell said April 16 it was co-bond counsel to City of Houston on the authorization of $350 million in Texas Airport System senior lien revenue commercial paper notes.

The team included partners Barron F. Wallace in Houston and Victoria N. Ozimek in Austin and associate Peggy B. Christman in Houston.

The commercial paper program, which includes Series A (AMT) and Series B (non-AMT) notes, will fund capital improvements for all Houston airports, including Bush Intercontinental and Hobby. The transaction closed April 1.

Bracewell said the City of Houston has maintained a commercial paper program since 1993 – typically in the amount of $150 million – to fund various capital improvements. Additional commercial paper capacity was needed because it’s embarked on a $1 billion capital improvement program to rebuild Bush Intercontinental’s international terminal and Terminal A.

The commercial paper program is supported by a direct-pay letter of credit issued by the Sumitomo Mitsui Banking Corp. through its New York Branch for $350 million plus 270 days’ of interest. 

Bracewell said that due to the impact of COVID-19 on the airline industry and airports, the transaction was one of the few airport deals that has closed without significant changes to the terms, covenants and other requirements.

Orrick, Latham advise Diversified Gas & Oil on $200M asset securitization

AIM traded Diversified Gas & Oil said April 14 it closed its second securitization of operated proved developed oil and gas assets in the Appalachian Basin for $200 million with the help of Guggenheim Securities, which was structuring advisor and placement agent.

Birmingham, Ala.-based Diversified closed its first in-kind securitization in late 2019. The investors on this round included Nuveen, the investment manager of TIAA.

The company closed the Fitch-rated BBB investment grade securitized financing arrangement with a coupon of 5.25%, a 6% yield and an 8.5-year scheduled maturity, though a longer 17-year legal final maturity is provided.

The securitization is collateralized by a 29.4% working interest in the company’s existing upstream proved developed producing asset portfolio, excluding its EdgeMarc assets. After establishing a required $7 million reserve account, DGO will use the $184 million in proceeds to reduce its borrowings on its revolving credit facility, which will amount to $425 million. 

Orrick advised the noteholders in the third rated securitization of oil and gas wellbore interests overall (the firm also advised the noteholders on the securitization of non-operated wellbore interests issued by Raisa Energy in September of last year).

Jonathan Ayre co-led the Orrick team on the financing with a partner in the firm’s New York office (Leah Sanzari). They were supported by partner Darrell Thomas in Houston on real estate/infrastructure, among other attorneys in other offices.

Latham & Watkins said April 14 it represented DGO, working closely with Ben Sullivan, the company’s executive VP and general counsel, to structure the transaction. 

Latham’s team was led by Houston corporate partners Jeff Muñoz, David Miller, Robin Fredrickson along with finance and derivatives and regulatory partners in New York (Loren Finegold and Yvette Valdez).

Others on the team were Houston associates Alice Parker, Bryan Ryan, Drew Tengler-West and Sam Bentley; an associate out of Washington, D.C. (Brett Ackerman); and Houston tax partner Tim Fenn and a New York tax partner (Elena Romanova) with Houston associate Jim Cole.

“With the market down significantly, there is limited new money coming into oil and gas at a time when the industry needs capital to sustain itself,” Orrick’s Ayre said in a statement. “This innovative securitization structure bridges the gap by bringing capital from securitization investors that invest in steady revenue streams to oil and gas producing assets with prices fixed with long-term hedges.”

Sanzari said the third such securitization demonstrates that these types of creative transaction structures may be what the industry needs to navigate unprecedented market conditions. “Noteholder interest in this new asset is growing and expanding with each transaction,” she said.

DGO has formed a wholly owned – and fully consolidated for accounting purposes – special purpose vehicle, Diversified ABS Phase II, that will issue non-recourse, asset backed securities in the private placement transaction. The entity also entered into a bespoke portfolio of hedging arrangements covering the assets supporting the notes.

DGO CEO Rusty Hutson Jr. said the securitization delivers multiple benefits to the company and its stakeholders at a time of credit market volatility and capital scarcity.

“This arrangement strengthens our balance sheet and provides clear long-term visibility on hedged cash flow, both of which support our unwavering commitment to return value to shareholders through our reliable quarterly dividend,” he said.

Hutson added that the securitization will strengthen the company’s position in the market to opportunistically pursue accretive growth at a time when high-quality assets will become available at compelling valuations.

UPDATE/OTHER

Plano, Texas-based J.C. Penney is looking at the possibility of filing for bankruptcy after it was forced to close 850 stores and furlough 85,000 employees due to the coronavirus, Reuters reported April 14 citing sources. The department store chain hired AlixPartners to advise it. J.C. Penney has a $105 million bond repayment due in June, is carrying $300 million in annual interest expenses, faces more than $2 billion of debt maturing in 2023 and last month drew down $1.25 billion from its revolver, the news agency said. Reuters also reported April 19 that Neiman Marcus – which is backed by Ares Management and Canada Pension Plan Investment Board – could file for bankruptcy as soon as this week, citing sources.

***

Oklahoma City oil and gas explorer Devon Energy Corp. has amended its agreement to sell its Barnett shale assets in North Texas to Banpu Kalnin Ventures for up to $830 million, including $570 million in cash at closing and up to $260 million in contingent payments, versus the previous agreement of $770 million without contingent payments. The deposit from BKV will increase to $170 million and the closing date has been pushed back to Dec. 31 from Apr. 15. Willkie Farr & Gallagher represented BKV led by partner Michael De Voe Piazza in Houston and Vinson & Elkins counseled Devon with a group headed by Houston partner John B. Connally.

***

Despite the coronavirus, two Texas companies are looking to go public: San Antonio cloud hosting provider Rackspace and Dallas cancer drug developer Lantern Pharma. Rackspace – which is backed by Apollo Global Management, Searchlight Capital Partners and Abry Partners – filed confidentially seeking a valuation of more than $10 billion, according to Reuters. Lantern Pharma, meanwhile, has filed for a $29 million issue with plans to trade on the Nasdaq with ThinkEquity and Dougherty & Co. as underwriters. It’s raised around $7 million in venture capital funding from firms like Bios Partners and GPG Ventures. The company is being counseled by Lewis Brisbois Bisgaard & Smith in Los Angeles and the underwriters by Blank Rome out of New York.

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