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The Texas Lawbook

Free Speech, Due Process and Trial by Jury

  • Appellate
  • Bankruptcy
  • Commercial Litigation
  • Corp. Deal Tracker/M&A
  • GCs/Corp. Legal Depts.
  • Firm Management
  • White-Collar/Regulatory
  • Pro Bono/Public Service/D&I

CDT Roundup: 19 Deals, 14 Firms, 55 Lawyers, $4.3B

October 16, 2019 Claire Poole

One lawyer calls it the conference for M&A nerds; another says it’s for transaction geeks. 

However you want to call it, the University of Texas School of Law’s Mergers and Acquisitions Institute attracts several hundred lawyers each October to Dallas’ swanky Ritz-Carlton to hear about the latest trends in transaction making while earning those all-important continuing legal education hours before year-end.

In between whiskey tastings and Bloody Mary’s, popular topics this year included reps and warranties insurance, an industry that has grown to around 24 carriers versus less than a handful a few years ago. 

“Reps and warranties insurance has become extremely common in middle market and private equity deals, with sole recourse for the buyer also becoming more and more common,” Gibson Dunn partner Rob Little said on a panel.

Jones Day partner Alain Dermarkar said attorneys still need to pay attention to indemnity clauses “even with reps and warranties insurance” while Katten partner Mark Solomon thinks rates for the insurance may go up if companies begin to underperform and go into default. 

“Reps and warranties insurance is the biggest thing in our industry and affects how we negotiate and puts a focus on due diligence,” he said. “While it’s made it easier to get deals done, no one seems to be worried, saying there’s a lot of dry powder. I’m worried.”

There also was talk of companies’ usage of non-GAAP financial results creating problems between buyers and sellers (“We’re seeing that more and more,” Munsch partner Rob Kibby noted) and buyers trying to use privileged emails against sellers in disputes after deals close (Baker Botts partner Samantha Hale Crispin said Delaware courts have found that “privilege goes to the target” unless otherwise specified in the contract).

Panelists also noted rule changes by CFIUS, or the Committee on Foreign Investment in the U.S., including mandatory filings if the transaction involves critical technology and much higher penalties if companies don’t file at all. 

There also was a panel that talked about digital health care and the increase in such deals (“Venture investment has doubled and we have a lot of clients looking to exit,” Wilson Sonsoni partner Scott Craig said) and the patient privacy issues and regulatory challenges they encounter (“It’s harder than it looks,” McDermott partner Joanna Lin commented).

There also was discussion about possible conflict-of-interest in transactions (using a questionnaire can catch problems early on, including coverage of possible shared charitable activities); and continuing gender bias despite clients’ demands for diversity (half of law school graduates are women but only 20% of law firm partners are female, for example). 

“You’d be surprised that some firms come to meet us with all men,” AT&T associate general counsel Tamera Woodard said.

What could derail the M&A train, which has been running pretty steadily along with the longest economic expansion in history? Panelists noted continuing trade disputes with China, a possible impeachment of President Trump and higher tax rates if a different administration is elected into office next year.

Rick Lacher, an investment banker at Houlihan & Lokey in Dallas, is optimistic given that there’s still a lot of liquidity in the market from private equity, corporations, family offices and nonbank financial sources. “It won’t return to 2008,” he said. “Hopefully it will be more of a pause than a melt-down.”

Michael Saslaw, a partner at Vinson & Elkins in Dallas, said M&A activity this year has been softer than in 2018 but dealmaking will continue as long as there are multiple bidders for targets. “If the performance of companies falls off and valuations are lower, the seller may have to take less money,” he said. 

There also was a panel on the oil and gas industry – “the least popular person at the dance” given its low free cash flow generation and high leverage – and none of the participants would hazard a guess as to when the sector might turn around. 

“It’s hard to go to an investment committee and say, ‘Let’s invest in energy,’” NGP general counsel Jeff Zlotky said. “The political headwinds for energy and private equity are not too good right now. And it’s not a seller’s market like the rest of the M&A market.”

Sidley Austin partner Cliff Vrielink said that during the shale boom, a lot of people made a lot of money quickly. “But it’s a highly capital-intensive industry,” he said. “Now Wall Street is asking, ‘Can you do it better?’ There’s a race to quality.”

Raymond James investment banker Carla Tharp said there’s more appetite for strategic M&A than asset deals, but Wall Street still frowns on it. “They say they want consolidation, but then they throw up all over deals,” she said. “And they like oilfield services deals even less.”

The panel agreed that water services and minerals deals have been hot, mostly due to demand for the former and stable cash flows of the latter. Also popular have been transactions involving special purpose acquisition companies, mergers of portfolio companies under a single private equity holder and joint ventures that pair capital with drilling prospects. 

But Zlotky said affiliated company mergers are difficult for those being rolled up into a different management team. “That’s a tough discussion to have,” he said.

Meanwhile, Texas lawyers were relatively busy this past week, working on 19 transactions valued at $4.3 billion. That compares with 18 transactions valued at $14.5 billion the week before and 29 transactions worth $3.1 billion at this time last year.

Weekly Corporate Deal Tracker Roundup Stats

A compilation of weekly stats from The Lawbook's CDT Weekly Roundup
(Deal Values in Millions)

Week Ending
Deal CountAmountFirmsLawyersM&A CountM&A Value $MCapM Count
CapM Value $M
05-Jul-20259$15,7788914$7,2805$8,498
28-Jun-202513$7,77781547$2,0316$5,746
21-Jun-202516$5,9841011311$3,0875$2,897
14-Jun-20259$4788133603$478
07-Jun-202516$26,2101119611$24,7445$1,466
31-May-202519$23,3811116612$18,6657$4,717
24-May-202515$24,0331112113$23,6242$409
17-May-202516$21,7601214511$18,6155$3,145
10-May-202524$33,1751620619$30,7655$2,410
03-May-202511$4,249139011$2,226.52$2,022.5
26-Apr-202512$8,78791689$6,0113$2,776
19-Apr-202511$8,09771389$7,9852$112
12-Apr-202513$2,392815210$2,0653$327
05-Apr-202519$27,7621518816$25,4733$2,289
29-Mar-202521$8,1881025816$4,1255$4,064
22-Mar-202519$6,4851423115$4,1284$2,857
15-Mar-202513$13,7371315110$9,9324$3,805
8-Mar-20257$2,2345665$2242$2,100
1-Mar-202511$3,05087510$2,5501$500
24-Feb-2512$16,39771496$6,6356$9,862
17-Feb-2517$12,1361313410$9,4112$2,725
10-Feb-2514$7,15491799$4,9505$2,204
3-Feb-2516 $10,068720011$7,5535$2,515
25-Jan-2514$10,261101259$2,2075$8,054
18-Jan-2519$7,3821531612$2,3007$5,082
11-Jan-2521$33,5601618716$32,5215$1,039
4-Jan-259$6,8279809$6,82700
21-Dec-2411$2,79811928$2,2293$570
14-Dec-2415$5,3231218612$3,8123$1,511
07-Dec-2416$4,7661023111$2,32152,445
30-Nov-2410$10,29191034$8,2906$2.001
23-Nov-2415$4,5531515311$3,3794$1,174
16-Nov-2417$11,4881124513$10,1864$1,303
09-Nov-2414$2,1101213912$1,4102$700
02-Nov-2412 $52,788 1110711$52,7381$50
26-Oct-248$3,1608657$3,0651$75
19-Oct-2412$5,3041113611$4,5541$750
12-Oct-2417$8,4381215015$8,1162$322
05-Oct-2422$23,1811218915$19,9807$3,201
28-Sep-2411$2,35671447$534$2,303
21-Sep-2412$9,568101695$4,1017$5,467
14-Sep-2424$10,9881223516$7,1758$3,813
7-Sep-2412$20,4201616811$20,3071$112.9
31-Aug-2413$20,631913412$14,7751$5,856
24-Aug-2419$8,4522132516$7,1023$1,350
17-Aug-2425$49,1961630411$39,38614$9,810
10-Aug-2420$12,2641531216$9,7944$2,470
03-Aug-2426$16,4981633418$8,1378$8,361
27-Jul-2419$16,4422127115$13,8384$2,604
20-Jul-2415$16,0161418410$14,2325$1,784
13-Jul-2420$17,220 1426518$7,146 2$10,074
6-Jul-2411$3,941 11958$2,650 3$1,291
29-Jun-2414$6,296 152248$6,296 6$1,927
22-Jun-2412$5,679 81375$210 7$5,469
15-Jun-2413$9,895 1621410$5,280 3$4,615
8-Jun-2419$23,859 1323912$19,436 7$4,423
1-Jun-2412$34,510 111479$26,110 3$8,400
25-May-2413$9,684 1517110$4,434 3$5,250
18-May-2411$5,490 111738$3,129 3$2,361
11-May-2422$14,855 1422716$11,105 6$3,750
4-May-2413$3,139 98710$1,297 3$1,842
27-Apr-2410$6,684 62810$6,684 00
20-Apr-2419$15,989 111479$5,208 10$10,781
13-Apr-2413$8,952 97610$1,652 3$7,300
6-Apr-2423$26,616 1422214$13,501 8$13,116
30-Mar-2412$9,286 81368$4,299 4$4,987
23-Mar-2418$5,451 1726616$4,759 2$692
16-Mar-2421$11,437 1318614$9,316 6$2,070
9-Mar-2423$4,695 2121819$2,723 4$1,972
2-Mar-2420$9,108 1937214$4,558 6$4,550
24-Feb-2419$16,382 1224815$9,507 4$6,875
17-Feb-2416$29,932 1515712$29,216 4$716
10-Feb-2425$10,750 1719619$5,372 6$5,379
3-Feb-2412$8,416 181259$3,416 3$5,000
27-Jan-249$8,165 9878$7,815 1$800
20-Jan-2414$4,084 1210912$3,219 2$865
13-Jan-2417$33,588 1225612$26,765 5$6,823
6-Jan-248$7,915 8846$7,265 2$650
30-Dec-2317$14,599 129915$2,714 2$11,885
23-Dec-2323$4,182 1321916$1,813 7$2,370
16-Dec-2313$16,436 132807$15,150 5$1,286
9-Dec-2326$14,633.90 1724416$8,095 10$6,538.90
2-Dec-2313$6,720 95712$6,630 1$90
25-Nov-239$4,835 91316$1,785 3$3,050
18-Nov-2322$6,568.70 1718414$4,709.20 8$1,859.50
11-Nov-2315$9,825 1317912$6,581 3$3,244
4-Nov-2315$20,582.50 1419312$19,417.50 3$1,165
28-Oct-2318$68,419.10 1815215$66,646 3$1,773.10
21-Oct-2316$6,755.90 1616515$6,755.90 1$3
14-Oct-2314$67,851.20 131259$61,998.50 5$5,852.70
7-Oct-2317$6,595.50 1322816$5,995.50 1$600
30-Sep-2317$1,896.45 1318914$806.45 3$1,090
23-Sep-2323$6,432.70 1723016$1,402.80 7$5,029.90
16-Sep-2325$23,226.70 2335316$17,239 9$5,987.70
9-Sep-2312$6,369 81027$4,311 5$2,058
2-Sep-2314$2,522 69213$1,322 1$1,200
26-Aug-2317$12,160.25 1320215$6,573.25 2$5,587.00
19-Aug-2319$11,505 1321315$11,255 4$250
12-Aug-2319$9,698.80 131847$3,270 12$6,428.80
5-Aug-2313$5,201 1211812$5,051 1$150
29-Jul-2315$21,031.60 1319611$18,292.00 4$2,739.60
22-Jul-2318$3,992 1213013$2,808 5$1,184
15-Jul-2313$8,254.95 138113$8,254.95 00
8-Jul-2316$5,441.45 1217211$2,443 5$2,998.45
1-Jul-2316$6,872 1010512$5,474 4$1,398
24-Jun-2313$10,914 1620110$7,874 3$3,040
17-Jun-2317$5,880.70 1515115$4,705.70 2$1,175
10-Jun-2319$8,516.10 1311116$6,252.40 3$2,263.70
June 3 202312$6,104.42 121388$4,256.92 4$1,847.50
27-May-2317$12,200 106711$6,165 6$6,035
20-May-2311$22,458.10 81034$19,455 7$3,003
13-May-2312$7,034 101018$5,460 4$1,574
6-May-2320$3,297.60 1819617$2,985.60 3$312
29-Apr-2323$3,691.20 1813517$1,969.70 6$1,721.50
22-Apr-2316$5,570 1410414$4,750 2$1,000
15-Apr-2312$23,818.10 95910$21,618.10 2$2,200
8-Apr-2316$7,949 91739$5,472 7$3,477
1-Apr-2321$18,676.70 1217511$10,926.70 10$7,750
25-Mar-2315$8,779.50 101415$2,362 10$6,416.50
18-Mar-237$14,048.80 6695$13,345 2$703.80
11-Mar-2321$11,576 1616516$8,131 5$3,445
4-Mar-2320$9,668 1122816$8,209 4$1,459
25-Feb-2313$5,335 1313012$4,235 1$1,200
18-Feb-2314$5,743.70 131588$898.70 6$4,845
11-Feb-2316$12,088 1213712$9,965 4$2,123
4-Feb-2317$8,066 1514013$5,614 4$2,452
28-Jan-237$2,180 7755$1,692.75 2$488
21-Jan-2317$5,768 1617412$1,918 5$3,850
14-Jan-2311$2, 800101028$421 3$2,400
7-Jan-2318$8,296 1116714$6,461 3$1,835
31-Dec-2214$2,732 119912$2,092 2$640
17-Dec14$7,919 1311512$7,419 1$500
10-Dec-2214$10,093 128811$7,093 3$3,000
3-Dec-2226$12,800.90 1117220$4,141 6$8,659.90
26-Nov-228$2,266.70 853$76 5$2,190.70
19-Nov-2221$2,886 1521219$2,550 2$336
12-Nov-2213$15,093.70 9819$14,200 4$893.70
5-Nov-222519,337.201650922$8,267.20 3$11,070
29-Oct-2215$7,805.30 911614$7,180.30 1$625
22-Oct-2220$8,193.50 1325313$5,442 7$2,751.50
15-Oct-229$3,046.10 91397$2,588.30 2$457.80
8-Oct-2219$2,011.80 1211416$833.80 3$1,178
1-Oct-2223$5,532.90 1615618$4,952.30 5$580.60
24-Sep-2218$5,194 1421615$4,050 3$1,144
17-Sep-2221$8,352.30 1232015$4,759.60 6$3,592.70
10-Sep-2215$19,853.50 1012613$19,403.60 2$450
3-Sep-229$2,312 9629$2,312 00
27-Aug-2216$30,891.70 1013515$30,666.40 1227.7
20-Aug-2212$1,977 815299253$1,052
13-Aug-2218$8,004.70 1124211$2,844.70 7$5,160
6-Aug-2224$7,948.90 1224017$3,577 7$4,371.90
30-Jul-228$6,941 9787$6,839 1$102
23-Jul-2211$801 119210$801 10
16-Jul-2214$3,650 1012214$3,650 00
9-Jul-2210$3,557.70 7689$3,557.70 10
2-Jul-2218$8,609.40 1315215$2,754.40 3$5,855
25-Jun-2215$6,142 131469$2,017 6$4,125
18-Jun-2217$11,890.10 1422815$11,410 2479.7
11-Jun-2217$7,600 1212310$2,300 7$5,300
4-Jun-2212$2,937 101279$692 3$2,245
28-May-229$3,197.60 11869$3,197.60 00
21-May-2214$7,284.50 1218511$6,609 3$675.50
14-May-2211$306.60 98010$306.60 1$225
7-May-2216$10,451.75 1210812$1,827 4$8,624.75
30-Apr-2216$2,296.50 1615712$895.50 4$1,401
23-Apr-2210$2,241 11588$1,641 2$600
16-Apr-2211$6,643 71568$2,359 3$4,284
9-Apr-2217$4,429 1418411$1,690 6$2,739
2-Apr-2213$1,755 88410$1,145 3$610
26-Mar-2211$3,205 8656$200 5$3,005
19-Mar-2213$2,239.17 910613$2,239.17 00
12-Mar-2218$12,016 1123915$11,965 2$51.35
5-Mar-2217$6,786 1313713$5,161 4$1,625
26-Feb-2212$5,095 81499$4,437.50 3$658
19-Feb-2217$22,229 1717414$21,354 3$875
12-Feb-2212$2,344.70 10738$641.70 4$1,703
5-Feb-2211$2,503 89911$2,503 00
29-Jan-2211$3,872 1210112$3,872 00
22-Jan-2213$5,143.50 109912$4,842.50 1$301
15-Jan-2212$7,605 91559$6,480 3$1,025
8-Jan-2213$8,256.20 1110213$8,256.20 00
1-Jan-229$1,273.80 6509$1,273.80 00
25-Dec-2121$4,734.75 1117616$3,410 5$1,324.75
18-Dec-2126$7,325.20 1519318$3,640.20 8$3,685.20
11-Dec-2116$5,017 1010913$1,417 3$3,600
4-Dec-2114$2,310 8868$2,310 6$1,882.05
27-Nov-219$3.460.1101016$1,758 3$1,702.60
20-Nov-2120$22,792 1515712$18,864.50 8$3,928
13-Nov-2121$26,729 1217813$11,822 8$14,907
6-Nov-2112$8,303 1315710$6,682 3$1,621
30-Oct-2121$10,368 1521815$9,24.46$1,103.00
23-Oct-2121$18.783.11522211$12,314 10$6,468.60
16-Oct-2115$3,868 1111815$2,293 2$1,575
9-Oct-2120$8,610 1617516$7,795 4$815
2-Oct-2114$6,250 1113710$5,200 4$1,050
25-Sep-2111$11,460 9937$10,200 4$1,250
18-Sep-2111$16,603 8998$15,084 3$1,519
11-Sep-2117$10,653 1110313$8,503 4$2,150
4-Sep-2113$7,222 108911$6,715 2$507
28-Aug-2112$763 96311$663 1$100
21-Aug-2112$29,659 77911$29,579 1$80
14-Aug-2122$17,845 1119912$12,805 10$5,04
7-Aug-2117$13,670 1213915$11,766 2$1,904
31-Jul-2121$8,160 1113410$3,574 10$4,586
July 24,202121$6,367 1113915$3,712 6$2,655
17-Jul-2114$4,009 1112412$2,015 2$1,994
10-Jul-2116$3,997 1314311$1,597 4$2,4
3-Jul-2124$7,492 139416$3,769 8$3,722
26-Jun-2110$4,995 7858$3,847 2$1,148
19-Jun-2128$16,830 82289$1,861 19$14,968
12-Jun-2126$27,238 1520919$25,602 7$1,636
5-Jun-2115$15,539 1310013$14,709 2$600
29-May-2135$20,279 1114528$18,647$1,639
22-May-2124$53,208 1417417$51,047 7$2,161
15-May-2118$10,620 1322011$5,870 7$4,809
8-May-2117$10,400 1115615$8,386 2$2,500
1-May-2121$7,200 1611512$3,808 9$3,392
24-Apr-218$20,200 9318$20,200 00
17-Apr-2114$6,270 810211$40,180 3$2,260
10-Apr-2115$8,940 1312914$7,990 1$950
3-Apr-2118$19,513 1015112$16,923 6$2,590
27-Mar-2127$13,942 1524414$4,300 13$9,633.50
20-Mar-2111$2,046 41023$270 8$1,776
13-Mar-2115$3,270 91096$538 9$2,732
6-Mar-2124$13,617 1019613$10,395 11$3,222
27-Feb-2119$8,105 1213915$4,970 4$3,135
20-Feb-219$8,820 91538$8,520 1$300
13-Feb-2112$4,852.60 78172,7665$2,086.60
6-Feb-2118$9,752 1315314$5,222 4$4,530
30-Jan-2118$9,449 918215$8,753.80 3$695.30
23-Jan-2114$8,150 81186$4,000 8$4,150
16-Jan-2117$6,783 1313811$2,400 6$4,382.90
9-Jan-2122$6,829 1413518$3,139.30 4$3,690
2-Jan-217$1,466 7607$1,466 00
26-Dec-2018$15,900 1216316$5,300 1$600
19-Dec-2018$9,769 1411014$8,426 4$1,343
12-Dec-2010$7,200 91009$3,325 1$3,830
5-Dec-2015$4,261 91229$2,780 6$1,481
28-Nov-2019$7,758 1011013$4,003 6$3,755
14-Nov-2014$864.10 1415712$289.10 2$575
7-Nov-2013$6,332 91299$2,483.50 4$3,849
31-Oct-2010$3,995.80 81036$3,231.10 4$754.70
24-Oct-206$18,100 6585$17,709 1$350
17-Oct-208$351.90 5558$351.90 00
10-Oct-207$5,229 3504$735 3$4,494
3-Oct-2014$21,428 91739$17,535 5$3,893
26-Sep-2010$12,770 8935$10,300 5$2,470
19-Sep-2014$8,365 91016$1,020 8$7,345
12-Sep-206$4,406 8593$1,270 3$3,136
5-Sep-2011$5,191 81179$4,061 2$1,130
29-Aug-2011$2,531 9945$1,130 6$1,401
22-Aug-2018$6,574 121407$1,930 11$4,644
15-Aug-2013$4,991 10977$1,216 6$3,775
8-Aug-2012$32,092 111129$30,457 3$1,635
1-Aug-207$5,287 8765$3,687 2$1,600
25-Jul-209$18,751 6677$18,403 2$348
18-Jul-206$1,982.50 5504$1,407.50 2$575
11-Jul-2011$565.10 127510$65.10 1$500
4-Jul-2010$8,889 8989$8,788 1$100.30
27-Jun-208$6,874 10505$4,972.50 3$2,081.50
20-Jun-2012$4,444 91157$2,829 5$1,615
13-Jun-206$3,582 4372$350 4$3,232
6-Jun-2011$3,213.70 8657$470 4$2,743.70
30-May-208$7,335 7486$4,639 2$2,697
23-May-204$432.40 4343$432.40 10
16-May-206$310 6345$310 10
9-May-2018$5,630 1612414$3,180 4$2,450
2-May-201510,40010908$1,900 7$,8,500
25-Apr-208$3,400 9365$1,000 3$2,450
18-Apr-2019$9,500 14928$185.70 11$9,360
11-Apr-2012$6,000 9405$190 7$5,800
4-Apr-2014$8,200 116810$2,200 4$6,000
28-Mar-2016$6,500 139610$3,700 6$2,800
21-Mar-2011$11,910 7337$2,250 4$9,960
14-Mar-207809.86346684.81125
7-Mar-2016$2,500 157013$669 3$1,400
29-Feb-2013$15,260 1312811$11,760 2$3,500
22-Feb-2012$3,700 109210$2,560 2$1,130
15-Feb-2016$1,250 108412$35 4$1,222
8-Feb-2018$6,080 1412314$2,595 4$3,485
1-Feb-2021$20,900 1210114$17,860 7$3,060
25-Jan-2013$7,430 136212$6,430 1$1,000
18-Jan-2023$9,580 1512019$6,580 4$3,000
11-Jan-2021$14,200 1819916$1,020 5$13,200
4-Jan-2022$6,400 1111916$3,204 6$3,245
28-Dec-1922$7,150 1917518$6,800 4$327.40
14-Dec-1924$36,300 2316719$9,500 5$26,800
7-Dec-1911$10,400 11557$1,082 4$9,370
November 30. 201914$2,450 1212612$1,760 2$692.50
23-Nov-1916$1,995 104111$615 5$1,380
16-Nov-1915$3,820 1313511$2,500 4$1,271
9-Nov-1925$12,900 1718223$12,200 2$575
2-Nov-1910$2,470 126192,4503$22
26-Oct-1912$5,560 147011$3,860 1$1,700
19-Oct-198$6,600 81388$6,600 00
12-Oct-1919$4,300 145516$3,800 3$500
5-Oct-1918$14,500 1916615$11,100 3$3,400
28-Sep-1919$8,100 1813218$7,560 1$550
21-Sep-1914$6,300 166611$2,160 3$4,170
14-Sep-1915$23,800 125611$21,250 4$2,570
7-Sep-1917$3,500 159814$1,900 3$1,600
31-Aug-195$8,700 6505$8,700 00
24-Aug-1916$10,000 148215$4,250 1$5,750
16-Aug-1910$1,680 5527$650 3$950
9-Aug-1917$17,700 156814$3,900 3$13,800
2-Aug-1913$5,760 1210813$5,760 NANA
27-Jul-1911$7,300 13768$6,570 3$730
20-Jul-1913$11,800 1312511$5,300 2$6,500
13-Jul-1910$775 7468$542.50 2$233
6-Jul-197$2,500 9857$2,500 00
29-Jun-1923$8,290 1515417$2,300 6$5,970
22-Jun-1917$10,700 1013914$7,700 3$3,000
15-Jun-1911$13,500 1416011$13,500 NANA
8-Jun-1913$2,870 175511$1,570 2$1,300
1-Jun-1910$4,460 11608$4,140 2$315
25-May-1917$4,360 147914$3,700 3$612
18-May-1922$9,000 1715016$3,400 6$5,600
11-May-1918$19,800 1717715$18,300 3$1,500
4-May-1910$7,075 6328$6,900 2$175
27-Apr-1915$3,200 1411714$3,160 1$40
20-Apr-1913$13,500 10909$12,200 4$1,300
13-Apr-1916$38,900 149114$37,800 2$1,100
6-Apr-1912$6,870 119410$6,730 2$50
30-Mar-1915$6,470 128410$7,91.55$5,677
23-Mar-1918$6,450 149114$5,042 4$1,408
16-Mar-1914$10,180 1211511$8,800 3$1,300
9-Mar-199$1,800 6498$1,300 1$500
2-Mar-1920$3,033 1610714$1,817 6$1,262
23-Feb-1912$2,040 8699$614.60 3$1,430
16-Feb-1916$9,970 187716$9,970 00
9-Feb-1914$6,400 1011014$6,400 00
2-Feb-1918$6,740 159916$5,720 2$950
26-Jan-1913$2,770 116711$918.95 2$1,850
19-Jan-1915$3,819 167612$2,594 3$1,225
12-Jan-1918$7,283 149215$1,683 3$5,600
5-Jan-1910$529 125010$529 00
22-Dec-1817$2,570 138714$941 3$1,629
15-Dec-1810$2,860 8268$264 2$2,600
8-Dec-1815$1,819 166512$552 3$1,267
1-Dec-1812$7,500 10909$1,200 3$6,200
28-Nov-1815$4,500 1110714$4,000 1$500
19-Nov-1818$6,137 139813$2,142 5$3,995
14-Nov-1818$9,200 1315215$8,500 3$694
6-Nov-1816$17,300 1618314$16,361 2$950
29-Oct-1814$14,400 1812717$13,800 1$600
24-Oct-1813$6,140 1312611$5,122 2$1,018
17-Oct-1818$18,390 1512514$12,292 4$6,098
10-Oct-1829$3,149 1810420$1,647 9$819
2-Oct-1818$9,300 116714$7,300 4$2,000
25-Sep-1813$7,000 117510$6,000 3$995
18-Sep-189$3,570 7449$3,570 00
11-Sep-1813$5,900 1013213$5,900 00
7-Sep-1814$5,000 158611$4,000 3$1,000
29-Aug-1815$20,700 147913$4,700 2$16,000
20-Aug-1810$12,400 11538$11,380 3$1,057
14-Aug-1812$19,900 121329$18,889 3$1,011
7-Aug-1816$68,600 1110613$67,259 3$1,340
31-Jul-1815$15,100 159511$13,060 4$2,060
23-Jul-1813$2,130 156010$1,804 3$1,100
17-Jul-1814$5,370 17989$4,310 5$1,100
9-Jul-1816$11,200 157410$11,080 6$862
3-Jul-1813$7,000 78112$6,330 1$750
25-Jun-1815$8,800 13979$4,970 6$3,930
18-Jun-1813$14,200 14807$221 6$14,290
11-Jun-1812$6,300 8968$5,910 4$803
6-Jun-1813$14,500 10888$14,154 5$579
31-May-1811$4,890 10638$3,240 3$1,790
22-May-1815$20,400 11639$19,808 6$885
15-May-1815$4,700 1510610$3,900 5$643
9-May-1811$1,400 13889$1,300 2$560
1-May-188$14,250 7887$13,400 1$450
24-Apr-1812$5,300 66111$4,470 1$800
17-Apr-189$1,800 10447$2,330 2$1,434
11-Apr-1811$2,500 8326$1,690 5$809
3-Apr-1815$13,400 111219$12,020 6$1,090
28-Mar-1810$4,000 10927$3,870 3$215
19-Mar-1817$5,800 135110$590 7$5,165
12-Mar-1815$3,130 114311$2,360 4$788
6-Mar-1819$5,400 1311610$1,530 9$4,860
27-Feb-1820$6,600 136914$5,530 6$1,030
19-Feb-1815$5,500 1411110$3,990 6$1,980
12-Feb-1823$10,900 1715712$7,110 11$3,840
5-Feb-1816$8,600 131007$1,330 9$7,800
30-Jan-1811$12,600 11685$7,300 6$4,982
24-Jan-1819$9,400 151295$2,010 14$7,337
18-Jan-1810$6,280 8492$2,100 8$4,188
9-Jan-1812$16,500 12929$15,890 3$475
3-Jan-1810$2,500 9478$2,350 2$150
27-Dec-1715$9,000 151139$7,568 6$1,784
18-Dec-1715$13,800 161649$13,010 7$1,118
11-Dec-1714$9,700 1012612$2,940 4$8,500
4-Dec-176$1,800 6315$1,510 1$300
28-Nov-177$3,850 8764$3,260 3$285
16-Nov-1710$2,700 10486$1,840 4$856
8-Nov-1715$2,380 179110$1,860 5$516
1-Nov-1712$4,700 17949$3,400 4$1,300
23-Oct-1715$10,500 106710$9,780 4$1,530
18-Oct-176$2,000 373$225 3$1,820
10-Oct-1712$6,570 1009$3,880 3$3,360
2-Oct-178$3,100 11193$1,630 5$1,750
25-Sep-178$4,880 8795$2,660 5$2,070
18-Sep-179$4,770 3$300 6$4,470
12-Sep-1711$4,430 8$2,030 3$2,400
1-Sep-174$1,310 3$317 1$1,000
23-Aug-1711$13,640 98$11,840 3$1,800

There were 16 M&A/private equity/venture capital deals valued at $3.8 billion and three capital markets/financing transactions worth $500 million. Fourteen law firms and 55 Texas lawyers were involved in the activity.

M&A/PRIVATE EQUITY/VENTURE CAPITAL

AT&T sells Latam operations to Liberty for $1.95B

In a move that will likely appease activist investors, Dallas-based AT&T announced Oct. 9 that it planned to sell its wireless and wireline operations in Puerto Rico and the U.S. Virgin Islands to billionaire John Malone’s Liberty Latin America for $1.95 billion.

Charles M. Nalbone in Atlanta led the deal in-house at AT&T, whose general counsel is David McAtee. The company’s outside transactional counsel was Kilpatrick Townsend with attorneys out of Atlanta led by Joel Cartee.

The buyer’s in-house legal counsel was Liberty Latin America chief legal officer John Winter and senior counsel Erik Estrada in Denver and Liberty Cablevision of Puerto Rico general counsel Carla Framil and corporate counsel Luis Mendez.

Liberty Latin America’s outside counsel included Dorsey & Whitney, with attorneys out of London, Denver and Anchorage; Nelson Mullins out of Washington, D.C.; and Martinez Law’s Omar Martinez out of Houston.

The transaction includes network assets (including spectrum), real estate and leases; customers (including 1.1 million wireless subscribers); and contracts. When the deal closes, around 1,300 AT&T employees will move to Liberty Latin America. 

“The combination of AT&T’s leading mobile and wired businesses with Liberty Puerto Rico’s leading high-speed broadband and TV business will create a strong and competitive integrated communications player,” Liberty Latin America CEO and president Balan Nair said in a statement. “We are focused on investing in digital infrastructure, innovation and 5G networks.”

The transaction has to clear the Federal Communications Commission and the Department of Justice but is expected to close within six to nine months.  

AT&T has been selling assets to reduce its heavy debt load, some of which was taken on to purchase Time Warner last year for more than $80 billion. It recently sold its 9.5% stake in Hulu back to the streaming video service for $1.43 billion.

To reach its de-leveraging goal, AT&T said it plans to use free cash flow after dividends and continue monetization initiatives. It’s already surpassed its monetization goal of a net $6 billion to $8 billion this year with $11 billion worth of completed or announced asset sales.

AT&T said shareholders should expect that share buybacks will be in the mix in the fourth quarter along with debt repayment.

Activist investor Elliott Management announced in early September that it had amassed a $3.2 billion stake in AT&T and called for the company to sell off parts of its business, including the Latin American wireless operations and DirecTV, as well as make management changes to boost its stock price.

Sidley, V&E advise on Drunk Elephant’s $845M sale to Shiseido

Japan’s Shiseido Co. said Oct. 8 that its unit Shiseido Americas Corp. agreed to buy VMG-backed Drunk Elephant for $845 million to strengthen its leadership in the prestige skincare market.

Sidley Austin said it represented Drunk Elephant Holdings with Texas team members including partner and co-lead Mark Metts and associate Katy Lukaszewski. The other members of the group were in Century City.

Vinson & Elkins advised Drunk Elephant founder Tiffany Masterson and a consortium of majority equity holders. 

That team was led by partner Keith Fullenweider with assistance from senior associate Claire Campbell and associates Sara Bloom and Maggie Webber. Advising on tax matters were partner John Lynch and associate Liz Snyder and assisting on employment matters were partners Shane Tucker and Sean Becker with assistance from counsel Regina Ibarra and senior associate Christie Alcalá.

Jones Day was Shiseido Americas’ legal counsel, including Brian West Easley, Ryan T. Dzermiecki, Erin S. de la Mare and Diana Y. Defino.

Jefferies provided Shiseido Americas with financial advice while Drunk Elephant used Financo (Vennette Ho, Mackenzie Moore and Kevin Kim) and Moelis (Tarik Rguem, Emily Smith, Janet Park, Jean-Marie Gianni and Andrew Shore).

Drunk Elephant was founded in 2012 by Tiffany Masterson as a brand that benefits the skin’s health. Masterson is staying on as chief creative director and president, reporting to Shiseido Americas CEO Marc Rey.

The transaction has to clear regulators but is expected to close before year-end.

T&K, Locke Lord work on Tailwater’s $500M investment in Goodnight Midstream 

Dallas-based Goodnight Midstream, whose $930 million sale to TPG fell apart last month, said Oct. 8 it closed a capital investment and an incremental commitment from Tailwater Capital of $500 million to expand its operations.

The energy-focused private equity firm has been an investor in Goodnight since 2016.

Goodnight general counsel Grant Adams handled the legal work in-house. 

Thompson & Knight assisted Dallas-based Tailwater, including Wes Williams, Anna Marie Dempsey, Marc Lombardi, Nathan Stone, Dasha Hodge, Tonya Maksimenko, Mitch Gibbons, Dean Hinderliter, Katie Gerber and Holt Foster. Locke Lord also counseled Tailwater, including Houston partner Eric Larson and associate Jennie Simmons.

Goodnight moves fresh water and waste water for oil and gas companies in the Bakken Shale of North Dakota, the Permian Basin of West Texas and the Eagle Ford Shale of South Texas. Its facilities and trans-basin pipeline systems in the Delaware Basin include more than 700,000 barrels per day of throughput capacity.

The Goodnight platform consists of 500 miles of produced water pipelines with 1.6 million barrels per day of throughput capacity. It said it recently signed five new long-term customer contracts in the Delaware and Bakken that will assure its eighth consecutive year of double digit volume growth on its greenfield systems.

Patrick Walker, CEO and co-founder of Goodnight, said in a statement that the investment will provide capital from a partner who understands that long-term growth requires a strong balance sheet. 

“With this capital flexibility, we will continue to meet the increasing demand from our customers for scalable produced water infrastructure solutions and remain focused on providing safe, reliable and environmentally sustainable produced water logistics services to our customers,” he said.

Tailwater co-founder Jason Downie said Goodnight’s future is bright, with co-founder and managing partner Edward Herring noting that favorable market dynamics are driving further investment in the sector and Goodnight’s customer contract wins.

Tailwater manages $3.4 billion in committed capital. Its team has executed 100 energy transactions in the upstream and midstream sectors representing $19 billion in transaction value.

RigUp attracts $300M in funding from Andreessen Horowitz

Austin-based RigUp said Oct. 10 it attracted $300 million in Series D funding from Andreessen Horowitz, bringing its total raised to date to $450 million.

Other participants included existing investors such as Founders Fund, Bedrock Capital and Quantum Energy Partners and new investors including Baillie Gifford and Brookfield Growth Partners.

Andreessen Horowitz has backed such household names as Facebook, Lyft and Pinterest.

Quantum’s in-house advisors on the funding included general counsel Jim Baird and VP Rob Meister. Lawyers in WilmerHale’s New York office represented RigUp, as they did when it raised $60 million in February that valued the company at $300 million valuation.

David George, general partner at Andreessen Horowitz who will join RigUp’s board, said the company stands alone in serving the energy labor market with technology and provides better “time-to-hire” and visibility for independent contractors searching for the right projects and energy companies looking to fill jobs with higher quality personnel.

Founded in 2014 by CEO Xuan Yong and COO Mike Witte, RigUp has 300 employees across the U.S., matching skilled contract workers with energy companies in the upstream, renewables, midstream and downstream sectors and keeping their compliance requirements up-to-date and even paying them. 

RigUp said this year it will exceed $2 billion in gross service volume on its platform, more than a 200% increase over 2018.

The company plans to use the latest investment to continue expansion into renewable energy, midstream oil and gas and downstream operations and hire at its Austin headquarters and its Denver office.

Josh Raffaelli led the deal from Brookfield Growth Partners.

SparkCognition raises $100M from March Capital, others

SparkCognition, an Austin-based automated machine learning startup, said Oct. 8 that it raised $100 million in Series C funding led by March Capital Partners.

With overall funding of $175 million since its inception in 2013, SparkCognition claims to be one of the most valuable startups in Texas and one of the most valuable artificial intelligence startups in the U.S.

SparkCognition VP of Legal Talia Jarvis handled the capital raise, tapping a Boston attorney at Greenberg Traurig as outside counsel. 

The University of Houston law graduate joined the company in December after serving as general counsel and COO of Austin-based Bedrock Funding and working as an associate at Latham & Watkins and Vinson & Elkins in Houston.

Temasek didn’t want to reveal its outside counsel. Ropes & Gray out of Boston assisted Kerogen. 

Sumant Mandal led the deal from March Capital.

Other new investors included Temasek as well as Kerogen Digital Solutions, Hearst Ventures, Dalus Capital, Sustainable Technology Ventures, Blue Horizon ex Ventures and Founders Equity Partners.

Individual investors included former Dow Chemical CEO and chairman Andrew Liveris, Paul and Ann-Kristin Achleitner, Richard and Laetitia Garriott de Cayeux and Malcolm Turnbull, former Australian prime minister and managing director of Goldman Sachs Australia.

Existing investors who participated in the round included Boeing’s HorizonX unit; John Chambers, former CEO and Chairman emeritus of Cisco and current founder and CEO of JC2 Ventures; John Thornton, former president of Goldman Sachs; MSD Capital, the private investment fund of Michael S. Dell and family; Pankaj Patel, former EVP and chief development officer of Cisco; and Alameda Ventures.

SparkCognition builds artificial intelligence technology for industrial applications, including oil and gas, defense, utilities, aviation and financial services. It has partnerships and engagements with Boeing, Hitachi High-Technologies and Aker BP. 

The company recently partnered with Boeing to form SkyGrid, a joint venture focused on delivering unmanned aircraft system traffic management solutions through the use of AI and blockchain technologies.

Winston advises Ducommun on $77M purchase of Nobles Worldwide

Winston & Strawn said it represented Ducommun Inc. on its $77 million cash acquisition of Nobles Worldwide Inc., which financed the deal with its revolver.

The Winston team was led out of Los Angeles but included partner Justin Reinus, who offices out of Los Angeles and Dallas.

Carson, Calif.-based Ducommun delivers manufacturing solutions to customers in the aerospace, defense and industrial markets, including electronic systems and structural systems.

St. Croix Falls, Wisc.-based Nobles claims to be the largest supplier of ammunition feed systems to all branches of the U.S. military and its allies.

Porter Hedges aids Synthesis on $36M purchase of Australian Future Energy

Porter Hedges said it represented Synthesis Energy Systems Inc. on its $36 million acquisition of Australian Future Energy.

The parties expect to close the transaction in the first quarter of next year.

The Porter Hedges team included partners Kevin Poli, Robert Reedy and Adam Nalley and counsel Rikiya “Riki” Thomas.

Synthesis is a Houston-based technology company focused on generating clean, high-value energy from low-cost and low-grade coal, biomass and municipal solid waste. Its proprietary technology converts these resources into a clean synthesis gas, or syngas, and methane.

Australian Future Energy is a privately owned Australian company founded to hold local resources, such as coal and biomass, for production of fuel gas and synthetic natural gas for power generation and agricultural chemicals production.

Egan Nelson aids BrainCheck on $8M fundraise

BrainCheck said last week it raised $8 million in Series A funding, with S3 Ventures and Tensility Venture Partners co-leading the round.

Egan Nelson provided outside legal counsel to BrainCheck, including Jose Ancer in Austin as well as Jay Buchanan and Ryan Sheen. DMC Law assisted S3 Ventures. 

Houston-based BrainCheck provides a platform that helps doctors track patients’ cognitive health.

V&E advises Razberi on $5.8M funding

Dallas-based Razberi Technologies announced last week that it raised $5.8 million in funding.

LiveOak Venture Partners in Austin led the investor group, which included Chartline Capital Partners and the family offices of industry leaders Ken Boyda and Jiri Modry.

Vinson & Elkins partner Paul Tobias advised Razberi, a provider of video surveillance and IoT, or Internet-of-things, solutions.

“This financing will give us the opportunity to continue to grow the business rapidly and roll-out fantastic new products in the coming year,” Razberi Doug Dickerson said in a new release.

LiveOak founding partner and Razberi board member Krishna Srinivasan said Razberi has developed a leadership position in the large and fast-growing market for IoT/video surveillance and cybersecurity.

The venture capital firm claims that its founders have helped create nearly $2 billion in enterprise value, with almost all of its investments beginning in the early stages.

Katten aids Highlander on Popular Ink sale to PPC Flexible Packaging

Dallas private equity firm Highlander Partners announced Oct. 9 that it successfully exited its investment in Popular Ink, which it sold to Morgan Stanley-backed PPC Flexible Packaging for an undisclosed sum.

Katten partners Mark Solomon and Peter Bogdanow counseled Highlander. Others on the team were Wade Glover and Jonathan Taylor on corporate matters and Aaron Pinegar on tax. Jones Day represented PPC out of Cleveland.

Mesirow Financial advised Highlander and Popular Ink on the sale.

Based in McKinney, Popular Ink produces multi-colored flexible packaging products, including gel packs, stand-up bags, pouches and stick packs. Its customers include small, fast growing food and beverage, nutraceutical and health and beauty consumer brands.

PPC creates cleanroom packaging for healthcare and medical applications, organic snack foods, produce, pet food and baked goods.

Highlander acquired a stake in the company in 2015 and partnered with founder Dru Riess to build out its management team and increase and upgrade its production capabilities, expanding revenue by 91%.

John Beckert, Highlander operating partner and lead Popular Ink director, said in a statement that he believes Buffalo Grove, Ill.-based PPC will help support Popular Ink’s continued growth.

Highlander has $2 billion in assets under management. It focuses on investments in basic manufacturing, food, chemicals, building materials and consumer products and uses a “buy and build” approach, creating value by helping companies expand organically and through acquisitions. 

V&E assists CoolSys on Building Air Services purchase

Ares Management Corp.-backed CoolSys said Oct. 9 it bought Building Air Services, or BAS, for an undisclosed sum.

Vinson & Elkins represented CoolSys with a corporate team led by partner Brittany Sakowitz with assistance from associate Kelly King. Other team members were senior associate Christie Alcalá on labor/employment, associate Gina Hancock on executive compensation/benefits and partner Lina Dimachkieh on tax.

Honigman counseled BAS out of Michigan while Aaron Copeland from Armory unit the Cosine Group in Boston provided financial advice.

Brea, Calif.-based CoolSys is led by CEO Adam Coffee and owns refrigeration and HVAC services companies around the U.S. It has 2,000 service and installation employees and 4,000 customers. 

BAS of Pinellas Park, Fla., is headed by CEO Steve Boose amd provides service and preventive maintenance for commercial air conditioning, heating, refrigeration and automated building controls. Its customers include retailers such as Dollar Tree, Petco, AutoNation, Office Depot, FedEx and GNC Live Well.

CoolSys said the deal strengthens its light commercial division and expands its presence in Florida, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Louisiana, Texas and Arizona.

Willkie Farr represents Platform Partners on Beneplace sale to EBG

Willkie Farr & Gallagher said it represented Platform Partners on its sale of Beneplace to Entertainment Benefits Group, or EBG, for an undisclosed sum.

The team was led by Houston partners Bruce Herzog and Scott Miller. 

Aventura, Fla.-based EBG, which announced the deal Oct. 8, claims it owns and operates the largest entertainment and travel benefits program in the U.S. with 40,000 organizations reaching 50 million employees, including investment partnerships with Creative Artists Agency and the Shubert Organization. 

EBG said the Beneplace acquisition is complementary to its offerings and will boost its reach and diversification with a portfolio of expanded employee perks and benefits.

Beneplace provides employee discount platforms to 9 million people at large companies and government agencies, offering such products as consumer electronics, vacations, automobiles, health and wellness, apparel, activities and other employer perks. It also specializes in delivering voluntary benefits with exclusive rates on insurance for auto and home, critical illness, dental, disability, group legal and long-term care.

EBG CEO and founder Brett Reizen will lead the expanded company with more than 550 employees and offices in Aventura, Florida, New York, Las Vegas, Orlando, Los Angeles and Glastonbury, Conn. Beneplace will maintain and expand its operations in Austin.

Littlejohn-backed Total Safety buys S&S Supplies for an undisclosed sum

Littlejohn & Co.-backed Total Safety has purchased S&S Supplies and Solutions for an undisclosed sum.

Outside legal advisors couldn’t be determined by press time. 

Total Safety’s general counsel is Joe Waiter, who joined the company in 2014 after working as in-house counsel at Ripplewood- and TPS Partners-backed Kraton Polymers, Kenda Capital-backed Enventure Global Technology and Bain Capital-backed Styron. He received his law degree from George Mason University.

Capstone Headwaters advised S&S on the sale, including managing director Tyler Comann and David Bench.

Founded in 1983, S&S supplies safety products, industrial supplies and related compliance services to the power utility, automotive, airline and energy end markets. Total Safety plans to use S&S to expand its distribution offerings. 

As a result of the deal, Total Safety reorganize around two separate business units: industrial safety services and specialty distribution, which will operate under the S&S brand.

S&S CEO Tracy Tomkovicz said in a statement that Total Safety is the right strategic partner, with president Steve Tomkovicz adding that their combined capabilities will help Total Safety expand into the power utility market. Both are staying on.

Founded in 1994 and based in Houston, Total Safety provides safety and compliance solutions for clients operating in hazardous environments. Its customer base spans the petrochemical and refining, utilities, oil and gas and other industrial sectors. 

Littlejohn is a Greenwich, Connecticut-based investment firm focused on private equity and debt investments primarily in middle market companies with $10.9 billion in regulatory assets under management.

RBD advises Olono on sale to InsightSquared

Boston sales analytics company InsightSquared acquired Olono, an Austin-based sales activity management platform, for an undisclosed sum.

S. Michael Dunn at Reier, Brunel and Dunn in Austin represented Olono. InsightSquared used Foley Hoag in Boston.

Olono attracted $8 million from backers such as ATX Venture Partners, Capital Factory, Lontra Ventures and Wildcat Venture Partners. InsightSquared has raised $50 million in venture funding.

DLA Piper advises BuildFax on sale to Verisk

DLA Piper partner Jenifer Smith advised Daily Mail and General Trust-backed BuildFax on its sale earlier this month to publicly traded data analytics provider Verisk Analytics Inc. of New Jersey for an undisclosed sum.

BuildFax’s property condition and history data is expected to enhance Verisk’s solutions, providing insurers with internal and external views of property risks and changes to buildings over time.

The Austin-based target uses building permit, contractor and inspection data to provide information about the condition of properties to some of the largest insurance and financial institutions in the world. 

The data from BuildFax is expected to enhance property analytics to Verisk unit ISO, which said it’s been using BuildFax data for years in its Roof Age tool.

“Property insurers have traditionally made underwriting decisions without important information about the condition of a building’s roof, electrical system, and plumbing,” ISO president Neil Spector said in a statement. “The data that BuildFax provides about building conditions is transforming property underwriting, both at inception and renewal.”

BuildFax president Holly Tachovsky said becoming part of the Verisk family will enable the company to augment its solutions, expand its reach and provide added value to its customers.

“The insights that BuildFax has been able to extract from building permit, contractor and inspection data will significantly expand the analytics that we can provide property insurers,” Verisk COO Mark Anquillare said. “These analytics will be able to help insurers in their continuing efforts to underwrite potential and existing customers with increased speed and precision.”

BuildFax said its database has more than 84 billion data points on commercial and residential structures.

Jackson Walker advises Dura Software on 6Connex purchase

Dura Software acquired California-based online events platform 6Connex, its second purchase in a little more than a month. Terms weren’t disclosed.

Jackson Walker advised San Antonio-based Dura, including Stephanie Chandler and Michael Laussade.

6Connex is a cloud-based platform on which users can host webinars, virtual trade shows and e-learning courses. Its customers include SonicWall, Blackrock, Ericsson and Anthem. 

The company, which launched in 2009, has 50 employees and will keep a presence in the San Francisco area as it builds its San Antonio headquarters.

Earlier this year, Dura registered a $1.9 million debt and equity offering with the U.S. Securities Exchange Commission to bolster its roster of software-as-a-service companies.

Dura CEO Paul Salisbury said in a statement that 6Connex fulfills a need that will continue to grow. 

Salisbury, a former Rackspace executive, co-founded Dura in 2017 with serial tech entrepreneur Michael Girdley, whose ventures include software development trade school Codeup and early-stage venture firm Geekdom Fund. 

Dura is now made up of three companies, including Moki Mobility, which it acquired in 2018, and Nordic IT, which it picked up in August. Its executives have said the company intends to acquire four to five companies a year for the next several years.

CAPITAL MARKETS/FINANCINGS

V&E advises underwriters on CubeSmart’s $350M notes offering

Vinson & Elkins said Oct. 11 that it advised the underwriters in connection with CubeSmart’s offering of $350 million in 3.000% senior unsecured notes due 2030.

The team included partner David Stone in Houston.

Wells Fargo, BofA Merrill Lynch and US Bancorp are joint book-running managers with Jefferies and Regions Securities acting as joint book-running managers and Barclays, BB&T Capital Markets, BMO Capital Markets and Stifel as co-managers.

The notes were priced at 99.623% of the principal amount with a yield to maturity of 3.043%. The notes are guaranteed by CubeSmart.

CubeSmart intends to use the net proceeds to repay all of the outstanding indebtedness incurred under its unsecured revolving credit facility maturing in June 2024 and use the remaining net proceeds for working capital and other purposes, which may include repayment or repurchase of other indebtedness.

Malvern, Pa.-based CubeSmart is a self-administered and self-managed real estate investment trust. Its self-storage properties are designed to offer affordable, accessible and mostly climate-controlled storage space for residential and commercial customers.

V&E counsels New York Mortgage on $150M preferred stock offering

Vinson & Elkins also advised New York Mortgage Trust Inc. on its $150 million underwritten public offering of its 7.875% Series E fixed-to-floating rate cumulative redeemable preferred stock.

The team included senior associate Doug Lionberger in Houston.

New York Mortgage is an internally managed REIT in the business of acquiring, investing in, financing and managing mortgage-related and residential housing-related assets.

The offering involves 6 million shares with a liquidation preference of $25 per share. The company has applied to list the stock on the Nasdaq Global Select Market under the symbol “NYMTM.”

The company has granted the underwriters an option for 30 days to purchase up to an additional 900,000 shares of the stock to cover over-allotments, if any. The offering is expected to close on Oct. 18.

Morgan Stanley, J.P. Morgan Securities, RBC Capital Markets, UBS Securities and Keefe, Bruyette & Woods Inc. were joint book-running managers for the offering.

The company plans to use the net proceeds for general business purposes, which may include acquiring its targeted assets of single-family residential and multi-family credit investments and other types of mortgage-related and residential housing-related assets and general working capital purposes.

Shearman aids Vaalco on secondary llsting on the London Stock Exchange

Shearman & Sterling said it advised Vaalco Energy in connection with its secondary listing on the London Stock Exchange’s Main Market.

The team included partner Bill Nelson and counsel Judy Little in Houston with help from attorneys in the firm’s New York and London offices.

Vaalco is an independent energy company focused on development and hydrocarbon exploration in West Africa. It is organized in Delaware and headquartered in Houston with operations primarily in the Etame Marin block offshore Gabon. 

The company also is listed on the New York Stock Exchange under the ticker symbol EGY.

UPDATE/OTHER

Topgolf International, a Dallas operator of golfing centers, is speaking with banks about an initial public offering next year, Reuters reported. Topgolf wouldn’t comment. Topgolf wants to expand its 52 golfing centers in the U.S., Britain and Australia to Mexico, Dubai and Canada as well as add new units in the U.S. and Britain. Its investors include investment firm WestRiver Group, Callaway Golf Co., Carolina Hurricanes’ majority owner Thomas Dundon and buyout firm Providence Equity Partners. Its general counsel is Eldridge Burns.

***

Austin-based Trust Ventures aims to raise $100 million for its second fund, according to an Oct. 10 filing with the Securities and Exchange Commission. The firm is led by Salen Churi, a former University of Chicago law professor and founder of its Innovation Clinic who practiced at Kirkland & Ellis and Sidley Austin, and Brian Tochman, who previously worked at Bell Helicopter, Alvarez & Marsal and Platinum Equity and was president and COO of modular housing developer Kasita. Its portfolio companies include Icon, Oklo, Sana Benefits, Veryable, Visibly, Emergy Foods and Stealth.

***

Dallas chemicals company Celanese Corp. is in the process of a strategic review that could include a breakup, according to a report by Bloomberg. Celanese wouldn’t comment. It has a market capitalization of almost $15 billion. Its general counsel is Peter Edwards.  

***

Exxon Mobil is considering a sale of its offshore oil producing assets in Malaysia that could fetch between $2 billion and $3 billion, according to Bloomberg. Exxon Mobil wouldn’t comment. Its general counsel is Randall Ebner.

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