The Texas Lawbook

Free Speech, Due Process and Trial by Jury

CDT Roundup: 20 Deals, 16 Firms, 175 Lawyers, $8.6B

If you close your eyes briefly, then read over the deals below reported last week, you might well imagine you blinked your way into 2017.

Of the 20 deals reported to The Texas Lawbook last week, 12 involved energy, with a foothold in virtually every corner of the industry: from E&P upstream assets and oilfield services to midstream LNG and power grid management.

There was even an energy-related SPAC IPO as well as this week’s long-delayed sentencing of “Frack Master” Christopher Faulkner, who parlayed the spectacular rise in oil activity during the middle of the last decade into a colorful career as the high-profile promoter of a multi-million dollar fraudulent investment scheme.

Over the past anxious year, a steady rise in oil prices has occurred without fanfare, along with the slow recovery of the industry from the spectacular pandemic-fueled “below-zero” crash of April 2020. But on Monday, the price of WTI crude topped $80 for the first time since 2014. On Oct. 2 a year ago, the price was barely $37.

The rebound, however, continues to present itself as cautious, and the deals this week were far from crazed. The debt-heavy are still busy refinancing and unloading assets to a market that remains wary of renewing a global over-supply. But for a moment, that $80 snapshot evokes a familiar background, even if the players in the picture often appear to be acknowledging their age.

Last week firms operating in Texas reported 16 M&A deals worth $7.8 billion and 4 capital markets transactions worth $815 million. That’s work for 175 lawyers at 14 different firms.

The week before, there were 14 deals worth $6.2 billion, and a year ago at this time there were 7 deals worth that same $6.2 billion.

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 Count
CapM Value $M
November 25, 202394,835913161,78533,050
November 18, 202322$6,568.71718414$4,709.28$1,859.5
November 11, 202315$9,8251317912$6,5813$3,244
November 4, 202315$20,582.51419312$19,417.53$1,165
October 28, 202318$68,419.11815215$66,6463$1,773.1
October 21, 202316$6,755.91616515$6,755.91$3
October 14, 202310$67,851.2131257$61,998.53$5,852.7
October 7, 202317$6,595.51322816$5,995.51$600
September 30, 202317$1,896.451318914$806.453$1,090
September 23, 202323$6,432.71723016$1,402.87$5,029.9
September 16, 202325$23,226.72335316$17,2399$5,987.7
September 9, 202312$6,36981027$4,3115$2,058
September 2, 202314$2,52269213$1,3221$1,200
August 26, 202317 $12,160.25 1320215$ 6,573.252$ 5,587.00
August 19, 202319$11,5051321315$11,2554$250
August 12, 202319$9,698.8131847$3,27012$6,428.8
August 5, 202313$5,2011211812$5,0511$150
July 29, 202315$21,031.61319611$18,292.04$2,739.6
July 22, 202318$3,9921213013$2,8085$1,184
July 15, 202313$8,254.95138113$8,254.9500
July 8, 202316$5,441.451217211$2,4435$2,998.45
July 1, 202316$6,8721010512$5,4744$1,398
June 24, 202313$10,9141620110$7,8743$3,040
June 17, 202317$5,880.71515115$4,705.72$1,175
June 10, 202319$8,516.11311116$6,252.43$2,263.7
June 3 202312$6,104.42121388$4,256.924$1,847.5
May 27, 202317$12,200106711$6,1656$6,035
May 20, 202311$22,458.181034$19,4557$3,003
May 13, 202312$7,034101018$5,4604$1,574
May 6, 202320$3,297.61819617$2,985.63$312
April 29, 202323$3,691.21813517$1,969.76$1,721.5
April 22, 202316$5,5701410414$4,7502$1,000
April 15, 202312$23,818.195910$21,618.12$2,200
April 8, 202316$7,94991739$5,4727$3,477
April 1, 202321$18,676.71217511$10,926.710$7,750
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

M&A/FUNDING

Stonepeak buys Teekay LNG Partners for $6.2B

Deal Description: Stonepeak said Oct. 4 it plans to acquire Teekay LNG Partners from Teekay Corp for $6.2 billion, which includes $1.5 billion in equity value as well as debt. The $17 per unit acquisition price represents a premium of 8.3% to the closing price of Teekay LNG’s common units on Oct. 1, 12.3% over the last 60 days and 17.5% over last 180 days. Since the initial public offering in 2005, Teekay Corp has built Teekay LNG into the world’s third largest independent LNG carrier owner and operator, with one of the biggest and most diversified portfolios of long-term contracts in the industry.

Buyer’s Financial Advisor: DNB Markets Jae Kwon and Andrew Shohet in New York

Buyer’s Outside Legal Advisor: Simpson Thacher Houston partner Matt Einbinder and associates Zachary Banks, Rick Titcomb and David Socol were part of the team.

Seller’s Financial Advisor: Morgan Stanley  Atul Modi in New York and Bryce Killian in Plano

Seller’s Outside Legal Advisor: Squire Patton Boggs and Perkins Coie

Financial advisor for Teekay LNG conflicts committee: Houlihan Lokey Jennifer Muller, Rob Teigman and Manny Vedi

Outside legal advisor to the conflicts committee for Teekay LNG Partners: Potter Anderson & Corroon

Outside Counsel for Houlihan Lokey: Gibson, Dunn & Crutcher: Partner Hillary Holmes in Houston and associate Monika Kluziak with partner James Chenoweth on the tax aspects

HG Energy divests Appalachia assets to Wincoram for $400M

Deal Description: Wincoram Asset Management on Oct. 3 announced the closing of its inaugural transaction with HG Energy, which sold it certain assets in Appalachia for $400 million. HG Energy is backed by Quantum. Wincoram said the transaction allowed it to introduce new capital to the upstream energy space at lower cost.

Seller’s Outside Legal Advisor: Kirkland & Ellis corporate partners David Castro and Chris Heasley and associate Alia Heintz.

Seller’s Financial Advisor: RBC Richardson Barr Craig Lande in Houston

Notes: Kirkland’s Castro has counseled HG Energy on several transactions, including with Diversified Gas & Oil, CNX Resources and CNX Midstream and Noble Corp.

TPG Capital acquires control of management software leader Nintex

Deal Description: San Francisco’s TPG Capital announced October 5 that it is acquiring a majority interest in Nintex, a Washington-based provider of management software. The company’s majority sponsor for the past four years, Chicago-based Thoma Bravo, says it plans a new equity interest in Nintex and intends to maintain a significant minority interest. Specific terms of the transaction are undisclosed.

Buyer’s Legal Counsel: Ropes & Gray advised TPG Capital

Buyer’s Financial Advisor: Morgan Stanley

Seller’s Legal Counsel: Kirkland & Ellis advised Thoma Bravo with a team led by Chicago partner John Kosir and San Francisco associate Leahana Grimley. The team included support from Texas by partner John Kaercher and associate Allison Lancaster, as well as Kirkland lawyers in Chicago, London and Washington, D.C.

Seller’s Financial Advisor: Debt financing provided by Blackstone and Thoma Bravo Credit

Target Financial Advisor: BofA Securities was lead financial advisor with Macquarie Capital

Target Legal Advisor: Wilson Sonsini advised Nintex

Diversified acquires Tapstone assets for $419M

Deal Description: Diversified Energy Co. said it has entered into conditional agreements to acquire certain upstream assets, field infrastructure, equipment and facilities within the company’s central region from Tapstone Energy Holdings for $419 million. Funds managed by Oaktree Capital Management will make a non-operated 48.75% working interest investment in the acquisition for $192 million. Diversified will fund the transaction with cash and debt financing and the deal represents a 1.8 times multiple based on net purchase price. The acquisition, which represents the third co-investment with Oaktree since May of this year, follows Diversified’s purchases from Tanos, Blackbeard and Indigo Minerals.

Buyer’s In-House Counsel: General Counsel Ben Sullivan in Pittsburgh and Associate General Counsel Michelle Matthews in Dallas

Diversified’s Outside Counsel: Kirkland & Ellis Partners John Kaercher in Austin and Anthony Speier in Houston

Oaktree’s Outside Counsel: Willkie Farr & Gallagher partner Michael De Voe Piazza in Houston led the team, which included partners David Aaronson, Jay Hughes, Jesse Myers and Robert Jacobson and associates Adam Whitehouse, Chris Atmar, Samantha Astrich, Brandon Schumacher and Yaniv Maman.

Diversified’s Financial Advisor: Evercore, Marcel Hewamudalige in Houston

Seller’s Outside Counsel: Akin Gump Partner Jessica Hammons in Dallas co-led; other Texas lawyers include Frankie Shulkin (counsel) and Bailey Nicodemus (associate) on corporate; Cole Bredthauer (partner) and Niki Roberts (counsel) on oil and gas; Matt Bivona (partner) on finance; and Alison Chen (partner) on tax.

Seller’s Financial Advisor; Jefferies with Guy Oliphint in Houston

Notes: Kirkland’s Kaercher, who came from Baker Botts just this past May, has counseled Diversified in several upstream oil and gas acquisitions. Willkie’s Piazza also counseled Oaktree on the Diversified-Tanos deal in July.

Comstock Resources divests Bakken Shale assets to Northern Oil

Deal Description: Natural gas producer Comstock Resources Inc. announced Oct. 7 it sold its Bakken Shale assets to Northern Oil & Gas Inc. for $154 million. The sale includes a non-operated working interest in more than 400 wells with the production of around 4,500 net barrels of oil equivalent per day. Frisco-based Comstock expects to recognize a pre-tax loss of $130 million to $140 million on the divestiture. Comstock plans to re-invest the proceeds into its Haynesville shale development program and may also use a portion of the proceeds to acquire additional leasehold and to fund additional drilling activity in 2022. 

Seller’s Outside Counsel: Locke Lord partners Jason Schumacher and Jack Jacobsen and associate Henry Benton in Dallas with additional team members Will Becker, Susan Rainey and David Kolenda.

Seller’s Financial Advisor: EnergyNet

Buyer’s Outside Counsel: Kirkland & Ellis: The team was led by corporate partners David Castro and Rahul Vashi and associates Will Eiland, Clayton Hart and Isaac Bate; environmental transactions partner Jonathan Kidwell; and tax partners David Wheat and Joe Tobias.

Expected Closing: Q4 2021

Notes: Locke Lord’s Schumacher also advised Comstock on its acquisition of Covey Park Energy for $2.2 billion. Kirkland’s Castro counseled Northern on its acquisition of properties in the Williston Basin from VEN Bakken and natural gas assets in the Appalachian Basin from a unit of Reliance Industries Ltd. 

Sage Road sells assets to U.S. Energy for $99.5M

Deal Description: Houston-based U.S. Energy Corp. announced Oct. 5 that it had agreed to purchase oil and gas assets across the Rockies, West Texas, Eagle Ford and Mid-Continent from Lubbock Energy Partners, Synergy Offshore and entities controlled by Sage Road Capital for $99.5 million. U.S. Energy will issue 19.9 million shares of common stock, pay $1.25 million in cash and assume $3.3 million in debt. Upon completion, the sellers will own about 80.8% and existing U.S. Energy shareholders will hold around 19.2% of the company’s outstanding common stock. The U.S. Energy board will increase from five to seven members with three representatives from the sellers, including John Weinzierl as chairman. Ryan Smith will remain as CEO.

Sellers’ Outside Counsel: Porter Hedges partners Scott Muehlberger, Corey Brown, and Jeremy Mouton with assistance from Geoff Schultz, Kevin Poli, Jason Lloyd and Kristina Walpole;

Nance & Simpson for Lubbock Energy (Glynn Nance); and Crain Caton & James for Synergy Offshore (Adrienne Bond).

Buyer’s In-House Counsel: General Counsel Josh Dazey

Buyer’s Outside Counsel: Loev Law Firm partner David Loev

Buyer’s Financial Advisor: Johnson Rice & Co.

Expected Closing: Q4 2021

Notes: Porter Hedges has represented Sage Road in the past on private equity investments in the upstream oil and gas industry.

Takkion TP&L acquires Airway Services

Deal Description: Takkion TP&L Holdings LLC, a portfolio company backed by Apollo Global Management, on Sept. 30 announced it had bought San Angelo, TX-based Airway Services from family office-backed private investment firms Northaven Capital Partners and Concentric Equity Partners. Terms weren’t disclosed. Airway provides operations and maintenance solutions to the renewable energy industry.

Buyer’s Outside Counsel: Vinson & Elkins partners Danielle Patterson of Houston and Dan Komarek of New York and John McEntire with assistance from Jason McIntosh, Sean Becker, Matt Dobbins of Houston, as well as Wendy Salinas in Dallas.

Seller’s Outside Counsel: Foley & Lardner with a mostly Texas deal team led by partner Alan Perkins and included partner Stephen Good and associates George Khalaf and Richard Zaleskie with assistance from partners Stephen Gilles, Kenneth Broodo and Gregory Neppl (of Washington, D.C.).

Seller’s Financial Advisor: Cascadia Capital with Jamie Boyd in Seattle

Notes: V&E’s Patterson also advised Takkion on its acquisition of Renew Energy, a provider of operations and maintenance solutions serving the renewable energy market, and Transportation Partners & Logistics, a provider of transportation and supply chain management solutions serving renewable energy and industrial markets. The Lawbook’s Nushin Huq featured Patterson along with two other young energy lawyers helping Texas transition to renewable energy.

Select Energy Buys Agua Libre Midstream from Basic

Deal Description: Select Energy Services Inc. said Oct. 4 that it closed the acquisition of Fort Worth-based Agua Libre Midstream from bankrupt Basic Energy Services Inc. for 902,593 shares of Class A common stock and $14.5 million in cash. Agua Libre is a provider of water midstream, logistics and production services to the oil and gas industry, including operations in Texas, New Mexico, Oklahoma and North Dakota.

Buyer’s In-House Counsel: General Counsel Adam Law

Buyer’s Outside Legal Advisor: Vinson & Elkins led by Houston corporate partner Steve Gill, restructuring and reorganization senior associate Steven Zundell in New York and Houston corporate associate Jameson Miller. Also assisting were partner David Meyer, senior associate Matt Pyeatt and associates Adia Coley and Emily Tomlinson (restructuring and reorganization); partner Creighton Smith, senior associate Raleigh Wolfe and associates Kathy Phan, Mariam Boxwala, Houston Morgan and David Brown (corporate); partner Lina Dimachkieh and associate Curt Wimberly (tax); partner Matt Dobbins and associate Audrey Doane (environmental); partner David D’Alessandro and associate Mary Daniel Morgan (executive compensation/benefits); partner Randy Jurgensmeyer and associate Alex Paez (real estate); senior associate Alex Bluebond (labor/employment); and associate Briana Falcon (intellectual property).

Seller’s Outside Counsel: Weil Partner Rodney Moore

Notes: V&E’s Gill also advised Select on its $1.3 billion merger with Rockwater Energy Solutions and Weil’s Moore advised Basic on its acquision of C&J Well Services.

Sentinel Midstream announces new JV serving the Houston energy market

Deal Description: Richardson-based Sentinel Midstream Texas announced Oct. 4 the formation of a joint venture with ExxonMobil Pipeline Co. that owns crude oil pipelines and related transportation infrastructure in the Houston area. The JV, Enercoast Midstream, provides the last-mile link for Permian, Gulf of Mexico and other barrels in the Houston crude oil market. ExxonMobil will contribute two existing crude oil pipelines into Enercoast and Sentinel contributed cash for a majority equity position and will be the operator for the JV. Sentinel plans to commercialize capacity on Enercoast’s system while pursuing opportunities to expand its operating footprint by building or acquiring new pipelines.

Sentinel’s In-House Counsel: General Counsel Matt Egan

Sentinel’s Outside Counsel: Wilkie Farr partner Archie Fallon

PC Advisors acquires Grand Prairie construction company

Deal Description: Dallas-based PC Advisors, through its subsidiary McMahon Contracting and Construction, announced Oct. 5 that it had completed acquiring the assets and business of McMahon Contracting, a construction business engaged in concrete paving, installing underground utilities and constructing concrete structures, roads and bridge segments. Value of the transaction was undisclosed.

Buyer’s Outside Counsel: Alston & Bird with a team led from Dallas by partner Mitchell Griffith, along with counsel Stacie Cargill and associates Madeleine Giese and Lindsey Alhadef, also of Dallas. The team also included lawyers from Charlotte, New York and Atlanta.

Financial Advisors: Barrett Kingsriter and Bobby Renkes, co-founders of Pinecrest Capital Partners were in-house advisors on the deal.

Seller’s Outside Counsel: None were involved.

Notes: In May 2021 Dallas-headquartered Pinecrest Capital Partners and Vestlink Holdings acquired Jakes Burgers and Beer. Mitchell Griffith, who led the deal for Alston & Bird, was part of a move to the firm by several laterals from Thompson & Knight in September 2020.

DIF Capital Partners acquires EaaS firm Bernhard LLC

Deal Description: The nation’s largest privately-owned Energy as a Service provider, 100-year-old New Orleans based Bernhard LLC, has been acquired by DIF Capital Partners, a global infrastructure investor headquartered in Amsterdam. The EaaS firm was purchased from Bernhard Capital Partners for an undisclosed sum.

Buyer Outside Counsel: White & Case

Buyer’s Financial Advisor: Macquarie Capital; Black & Veatch Management Consulting served as technical advisor, RWDI served as energy advisor, Deloitte LLP (Canada) served as financial, accounting and tax advisor and Oliver Wyman as commercial advisor to DIF.

Seller’s Outside Counsel: Kirkland & Ellis, led by Bill Benitez and Rob Goodin, along with associates Patrick Moneypenny, Blake Longoria and Ryan McNamara; tax partner Mark Dundon; and technology & IP transactions partner Matt Lovell also pitched in.

Seller’s Financial Advisor: J.P. Morgan Securities

Notes: Bernhard shifted its emphasis to turnkey EaaS in 2014. The company provides electrical construction and maintenance services mainly to higher education campuses, focused on updating existing power supplies to more cost-effective systems and alternatives.

Otonomo acquires AI mobility firm

Deal Description: Israeli vehicle data platform Otonomo Technologies announced Oct. 5 that it had acquired 100% of AI-driven analytics provider Neura Inc. Otonomo provides a variety of SaaS products aimed at the transportation and mobility sector, including vehicles, devices, routing, parking and strategic planning. Crunchbase reported the transaction value as $50 million.

Buyer’s Outside Counsel: Latham & Watkins Houston partners Ryan Maierson and John Greer, and London partner Josh Kiernan, with Houston associates Ryan Lynch, Clayton Heery, and Jessica Sherman. Advice was also provided from the firm’s Washington, D.C., Century City and Bay Area offices.

Seller’s Outside Counsel: Jones Day led by partner David Sikes (San Francisco)

Notes: Latham, including Maierson and Greer, advised Otonomo in its $370 million de-SPAC merger deal with Software Acquisition Group II. The deal, with a reported enterprise value of $1.4 billion, included PIPE investments by Fidelity Management & Research, Dell Technologies Capital and Hearst Ventures.

Sewell purchases Classic BMW

Deal Description: Sewell Automotive Companies, a private family-owned automotive dealership group, announced Oct. 5 that it had acquired Plano-based Classic BMW, another family-owned auto dealership owned by Classic Cars. Terms of the transaction were undisclosed. The deal includes a Mini dealership as well as the the massive 160,000 square foot headquarters that houses Classic BMW as well as the Mini franchise.

Buyer’s In-House Counsel: Jeff Hamilton

Buyer’s Financial Advisor: The Presidio Group

Seller’s Outside Counsel: Winston & Strawn led by Dallas partners Billie Ellis and Matt Stockstill. The Winston team also included partner Andrew Betaque, as well as associates Honey Gandhi, Danielle Marr, Emily Semon and Aaron Walker, all of Dallas.

Notes: The Sewell acquisition of Classic BMW is the latest in a growing list of dealership acquisitions and divestitures handled by Ellis and Stockstill. In October 2020, the two were involved in the sale of Infiniti of Memphis to Gossett Motor Cars. Earlier that August, the two advised four John Eagle dealerships in their sale to Lithia Motors. And in March 2020, the two advised Atlanta Classic Cars on its sale of BMW and commercial truck dealerships to Krause Auto Group.

Rigetti to go public in de-SPAC merger with Supernova Partners

Deal Description: Berkeley-based Rigetti & Co, which describes itself as a pioneer in full-stack quantum computing announced Oct. 6 that it is combining with Supernova Partners Acquisition Company II, in a $458 million deal that will take the company public. The company will trade on the NYSE under the name Rigetti Computing.

Where regular computer technology is based on binary sequences, quantum computing is described as computing based on the probability of an object’s state before it is measured — much like a flipped coin while it is still in the air. Quantum computing holds the possibility of solving complex problems far more quickly than regular computing, but the technology has remained elusive. Rigetti claims to have solved many of the problems concerned with integrating and scaling quantum systems throughout the computing process; hence the “full-stack” self-description.

Buyer’s Outside Counsel: Latham & Watkins advised Supernova II on the transaction with a team led from Washington D.C. by partners Patrick Shannon and Nicholas Luongo, and Houston by SPAC-meister Ryan Maierson. The Texas-based lawyers included Om Pandya, Paul Robe and Carlyle Reid.

Buyer’s Financial Advisor: Morgan Stanley & Co

Seller’s Outside Counsel: Cooley

Seller’s Financial Advisor: Deutsche Bank

PIPE Placement Agents: Morgan Stanley & Co. and Deutsche Bank

Placement Agent Counsel: Sidley Austin

Notes: In October Latham and Maierson also advised on a $350 million IPO for Supernova Partners’ initial SPAC, which latter merged with OfferPad.

Ares acquires Apex Clean Energy

Deal Description: Ares Infrastructure and Power agreed to acquire Virginia-based Apex Clean Energy. Terms of the transaction were undisclosed, but the investment gives the Charlottesville-headquartered sustainable energy company the capital it says it needs to become a pure-play renewable power provider.

Apex develops, constructs, owns and operates utility-scale clean energy projects involving wind, solar and storage facilities, as well as green technologies and distributed energy resources.

Buyer’s Outside Counsel: Kirkland & Ellis advised Ares Management Group and its subsidiary with a team led from Rob Goodin and Adam Larson and associates Camille Walker, Mark Kunzman and Maggie Hoffman; debt finance partner Rohit Chaudhry; tax partners Mike Masri and Bill Dong; and executive compensation partner Stephen Jacobson.

Buyer’s Financial Advisor: Lazard and CohnReznick

Seller’s Outside Counsel: Orrick, Herrington & Sutcliffe

Seller’s Financial Advisor: Nomura Greentech

Notes: Funds managed by Ares’ Infrastructure and Power strategy have transacted with Apex on numerous power projects, including the 525 MW Aviator Wind—the largest single-phase, single-site wind farm in the U.S. —the 302 MW Lincoln Land Wind, and the 121 MW Ford Ridge Wind.

CAPITAL MARKETS

Bonanza Creek offers $400M in senior notes

Deal Description: Denver-based Bonanza Creek Energy Inc. offered a private placement of $400 million in new 5.000% senior notes due 2026 at par. The issue priced on Oct. 5 and was expected to close on Oct. 13. Bonanza Creek expects to use the net proceeds together with cash on hand to repay all borrowings outstanding under the CPPIB Crestone Peak Resources America Inc. credit facility, to repay borrowings under Bonanza Creek’s credit facility and for general corporate purposes. The notes will be subject to a special mandatory redemption if the Extraction Oil & Gas Inc. and the Crestone Peak merger agreement are not consummated.

Initial Purchasers’ Outside Counsel: Vinson & Elkins with partners Thomas Zentner and David Stone and counsel Dan Spelkin led the team with assistance from senior associate Caroline Bailey and associates David Smith and Heather Jones. Partner Todd Way and associate Jeff Slusher handled tax matters and partner Matt Dobbins and associate Ryan Vanderlip handled environmental matters.

Issuer’s Outside Counsel (Civitas Resources, the merged entity): Kirkland & Ellis led by capital markets partners Julian Seiguer and Bryan Flannery and associates Logan Weissler, Tony Flor, Jessica Stenglein and Cecilia Turchetti. Other Texas lawyers on the team included debt finance partners Will Bos and Shan Khan and associate Aisha Noor; tax partners Mark Dundon and Joe Tobias and associate Courtney Loyack; environmental transactions partner Jonathan Kidwell and of counsel Jennifer Cornejo.

Notes: Vinson & Elkins also advised Bonanza Creek on the mergers with Extraction and Crestone (partners Steve Gill and Shelley Barber). Kirkland counseled Extraction (including Seiguer).

SPAC Hawks Acquisition prices $200M IPO

Deal Description: Hawks Acquisition Corp, a special purpose acquisition company, announced the pricing of its initial public offering of 20 million units at $10 per unit, or $200 million. The units will be listed on the New York Stock Exchange. BTIG and Mizuho Securities USA are serving as joint book-running managers for the offering. Hawks, which is led by J. Carney Hawks, former founding partner of Brigade Capital Management and managed two energy-focused funds for the firm, expects to focus on businesses that have either emerged from a restructuring or private companies that are burdened by leveraged capital structures.

Underwriters’ Outside Counsel: Latham & Watkins and Houston partner Ryan Maierson and Los Angeles/New York partner Greg Rodgers with Houston associates Ryan Lynch, Jessica Sherman and Kirby Swartz. Advice was also provided on tax matters by Houston partner Bryant Lee with Houston associate Marianne Standley.

Hess Midstream issues upsized $195M secondary public offering of shares

Deal Description: Hess Midstream announced the upsizing and pricing of an underwritten public offering of 7.5 million Class A shares representing limited partner interestsby a unit of Hess Corp and an affiliate of Global Infrastructure Partners at a public offering price of $26 per Class A share. The offering was upsized from 6 million shares. The selling shareholders have granted the underwriters a 30-day option to purchase up to 1.125 million Class A shares at the public offering price less underwriting discounts and commissions.

Selling Shareholders’ Outside Counsel: Latham & Watkins with a corporate deal team led by Houston partner Thomas Brandt with associates Ryan Lynch, Denny Lee, Kate Wang, Anthony Tan, Brian Bruzzo and Zainab Hashmi. Houston partners Tim Fenn and Bryant Lee with associates Jared Grimley and Dylan White weighed in on tax. 

InBankshares Corp completes $20M senior notes issue

Deal Description: InBankshares Corp. on Oct. 1 announced the completion of a private issue of $20 million in 10-year fixed-to-floating rate subordinated notes.The notes bear 3.75% interest per year to Oct. 31, 2026, after which the notes pay a quarterly floating rate.

Underwriter’s Counsel: Hunton AK led by partner Peter Weinstock (Dallas) with associates Sumaira Shaikh (Washington, D.C.) and Lauren Chase Titolo (San Francisco)

Placement Agent: Performance Trust Capital Partners

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