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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
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CDT Roundup: 20 Deals, 11 Firms, 228 Lawyers, $9.7B

March 7, 2023 Claire Poole

Calgary-based Baytex Energy announced last week that it agreed to acquire Ranger Oil, a pure play in South Texas’ Eagle Ford Shale, for $2.5 billion. The deal followed media reports late last year that Ranger had launched a strategic alternatives process, including exploring a sale of the company.

The agreement is the first merger between public companies in almost a year since the merger of Oasis Petroleum and Whiting Petroleum, according to Andrew Dittmar, director at Enverus Intelligence Research. 

Broadly speaking, Dittmar said there is room for more consolidation in the industry and a need to get fewer but larger E&Ps in the market.

“After seeing an active market for public-public deals in late 2020, that process had stalled as most buyer attention turned to inventory-rich PE-sponsored companies,” he said. “While this one deal may not presage a rush of public company deals, it is positive that there are still SMID [small-to-medium] caps open to sale and buyers willing to look at them.”

Given the relative lack of inventory that some SMID-cap companies hold and the challenges of buying more at their current stock valuations, Dittmar thinks that more of them should explore an exit. But so far, only Ranger and HighPeak Energy, a Midland producer, have confirmed exploring a sale.

One of the outstanding questions, according to Dittmar, is how much premium buyers would have to offer to tempt sellers given the industry is in far healthier financial shape than prior rounds of corporate consolidation.

“In previous rounds, buyers were able to make acquisitions at little to no premium to the seller’s stock price,” he said. “This deal at least partly answers that question with Ranger taking a modest premium of less than 10 percent.”

However, Ranger also traded at what appears to solely the value of its production at about $47,200 per barrel per day and 2.9 times enterprise value-to-EBITDA, which is in line with other deals that have similar quality inventory to Ranger with most locations breaking even at $50 per barrel. “A company with more or higher quality inventory might look to command a larger premium,” Dittmar said.

For Baytex, the purchase adds a large, operated Eagle Ford position to its existing non-operating interests in the play. But while the price looks reasonable, there are limited synergies give the company hasn’t previously operated assets in the Eagle Ford, Dittmar noted.

“The deal is also likely to raise questions about the quality of their existing Canadian asset portfolio as well as how the company will allocate capital between its Canadian assets and the new Eagle Ford position,” he said. “Those are questions that are likely driving the selloff in Baytex’s stock follow announcement of the deal.”

There were 20 deals valued at $9.7 billion reported for the week ending Mar. 4, including 16 M&A transactions valued at $8.2 billion and four Capital Markets deals worth $1.5 billion. That’s better than the week previous, which saw 13 deals worth $5.3 billion. The same week last year saw 17 deals valued at $6.8 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 CountCapM Value $M
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/FUNDINGS

CD&R, Stone Point acquires Focus for $4.6B

Deal Description: Publicly traded Focus Financial Partners Inc. announced Feb. 27 it agreed to a $4.6 billion purchase by buyout shop Clayton, Dubilier & Rice that would take the company private. The deal has an enterprise value of more than $7 billion. Funds managed by Stone Point Capital agreed to keep a portion of its investment in Focus and provide new equity financing as part of the proposed transaction. Focus’ stockholders will receive $53 in cash per share, representing a 36 percent premium over Focus’ 60-day volume weighted average price as of the close on Feb. 1, the day before a public announcement of the potential transaction. The price also represents a 48 percent premium over the closing price of the company’s Class A common stock on Dec. 28, the day the board’s special committee authorized financial advisors to contact other specified potential bidders regarding interest in a potential transaction. CD&R and Stone Point said they are making the investments because of their conviction in Focus’ competitive positioning in a multi-trillion dollar, global industry, including its entrepreneurial culture, partnership model, targeted acquisition strategy, global reach and value-added services.

Expected Closing: Q3 2023 if it clears stockholder and regulators

Special Committee’s Financial Advisors: Jefferies and Goldman Sachs

Special Committee’s Outside Counsel: Potter Anderson & Corroon

Focus’ Outside Counsel: Vinson & Elkins led by partners Steve Gill in Houston and Stancell Haigwood in New York. Also advising, from Texas, were David Peck, Lina Dimachkieh, Allyson Seger, David D’Alessandro and Regina Ibarra.

CD&R/Stone Point’s Financial Advisors: Moelis & Company, RBC Capital Markets, Truist Securities, Inc., BofA Securities, BMO Capital Markets, Citizens Capital Markets Inc., Fifth Third Securities and MUFG

CD&R’s Outside Counsel: Kirkland & Ellis led by lawyers from Chicago and New York, as well as Debevoise & Plimpton

Stone Point’s Outside Counsel: Simpson Thacher & Bartlett

Baytex buys Ranger for $2.5B

Deal Description: Baytex Energy announced Feb. 28 that it is expanding its presence in the Eagle Ford with an agreement to acquire publicly traded Eagle Ford operator Ranger Oil for $2.5 billion. The price includes $650 million in debt. Juniper Capital Advisors is Ranger’s controlling shareholder. The transaction should close late in the second quarter. Texas attorneys from Kirkland, V&E and Latham advised. Katherine Ryan is Ranger’s chief legal counsel and a former Baker Botts associate. For more on the deal, click here.

Crestwood, Brookfield sell Tres Palacios to Enbridge for $335M

Deal Description: Crestwood Equity Partners announced Feb. 21 that it and Brookfield Infrastructure entered into an agreement to sell Tres Palacios Gas Storage to Enbridge (U.S.) Inc. for $335 million. Crestwood will receive about $168 million for its half of the storage facility. Crestwood founder, chairman and CEO Robert Phillips said the sale represents Crestwood’s fourth non-core divestiture over the last two years and largely completes its strategic realignment around oil-weighted resource plays.

Expected Closing: Q2 2023 if the deal clears regulators

Crestwood‘s Outside Counsel: Locke Lord led by Kevin Peter in Houston and including Shumaila Dhuka, Ed Razim and Bill Swanstrom in Houston and Van Jolas in Dallas

Enbridge’s Outside Counsel: Vinson & Elkins led by partner Doug Bland and senior associate Michael Zarcaro with assistance from associate Vestita Kuntz. Other key Texas team members were partner Sarah Mitchell and senior associate Alexander Baker (insurance); partners Ryan Carney and John Lynch (tax); counsel Brandon Tuck and associate Audrey Elise Doane (environmental); partner Damien Lyster, senior associate Mike Malenfant and associate Ryan Hoeffner (energy regulatory); counsel Alex Bluebond and associate Ryan Penner (employment/labor); associate Matt Green (executive compensation/benefits); and counsel Scot Dixon (real estate).

Riley Permian buys assets from Cibolo affiliate Pecos for $330M

Deal Description: Riley Exploration Permian Inc. announced Feb. 28 that it entered into a definitive purchase agreement to acquire oil and gas assets from Pecos Oil & Gas, an affiliate of Cibolo Energy Partners, for $330 million in cash. The acquisition will be funded through borrowings under the company’s revolving credit facility and the proceeds from the issuance of new senior unsecured notes. Along with the signing of the purchase agreement, Riley entered into a commitment letter with EOC Partners Advisors for the issuance of $200 million of senior unsecured notes upon closing of the acquisition.

Riley’s Financial Advisor: Truist Securities

Riley’s Outside Counsel: Kirkland & Ellis led by corporate partners Rahul Vashi, R.J. Malenfant and Shubi Arora and associates Jonathan Strom and Mitch Holliman; debt finance partners Lucas Spivey and James Bedotto and associates Purun Cheong and Michael Brunetti; capital markets partners Julian Seiguer, Bryan D. Fannery and Anthony Sanderson, along with associates Hunter Richey; tax partner Mark Dundon and associates Nicole Martin and Lauren Deutsch; and environmental transactions partner Jim Dolphin and associate Alex Noll; and Holland & Knight led by partners Kurt Summers and Arthur Lotz

Cibolo’s Financial Advisor: Jefferies

Cibolo’s Outside Counsel: Vinson & Elkins led by partner Bryan Loocke, counsel Joclynn Marsh and associate Laura Byrd with assistance from partner Todd Way and associate Jeff Slusher, partner Matt Dobbins and partner Guy Gribov

Expected Closing: Q2 2023

Actis invests $300M in Catalyze

Deal Description: Actis, an investor in sustainable infrastructure, announced Feb. 28 that it will acquire a co-control stake in U.S.-based energy platform Catalyze with EnCap Investments. Catalyze partnered with EnCap in 2019 and has since built a clean energy transition company that develops, owns and operates distributed solar and battery storage infrastructure for commercial and industrial properties operating across 30 U.S. states. Catalyze serves industrial and commercial real estate owners via long-term power purchase agreements and energy-services contracts. Actis committed to provide equity capital up to around $300 million from its Energy Fund 5, which represents $6 billion of investable capital and is focused on investing in energy transition opportunities. Catalyze will benefit from the Inflation Reduction Act, which is set to see a nearly $370 billion investment in clean energy, industry, manufacturing and other climate change mitigation efforts and greenhouse gas emission reduction by more than 40 percent by 2030 from 2005 levels. Actis’ investments include Yellow Door Energy in the Middle East and North Africa, Levanta Renewables in Vietnam and Rezolv Energy in Central and Eastern Europe.

Actis’ Outside Counsel: Kirkland & Ellis including Houston partners Cyril Jones and Houston/Austin Adam Larson, Houston associates John Morgan and Aburiyeba Ibiye Amaso and Austin associates Thalia Claire Wolf, Brett Mele, Mohammad Alkadhem and Zahra Usmani

Actis’ Financial Advisor: Nomura Greentech

EnCap’s Outside Counsel: Latham & Watkins led by Houston partner James Garrett with associates Justin Thekkekara, Josh Blankenship, Zek Zhang, Jordan Armstrong, Kevin Donovan and Jeffrey Romano. Texas counsel was also provided on tax matters by Houston partner Jim Cole with associate Mike Rowe; on ESG matters by Austin/Washington, D.C. partner Sarah Fortt with associate Austin Pierce; on benefits and compensation matters by Houston counsel Krisa Benskin; and on finance matters by Houston counsel Bryce Kaufman.

EnCap’s Financial Advisor: RBC Capital Markets

Divert attracts $100M from Enbridge, Ara

Deal Description: Divert Inc. announced March 1 a $1 billion infrastructure development agreement with Enbridge Inc. as part of its efforts to solve the wasted food crisis and deliver on its mission to decarbonize the food value chain and combat climate change. The agreement will support the development of wasted food to renewable natural gas facilities across North America. Divert also secured $80 million in growth equity from Enbridge along with $20 million from current investor Ara Partners.

Divert’s Outside Counsel: Latham & Watkins led by Washington, D.C., partner Paul Hunt with Houston partner Jim Cole, San Diego counsel Achraf Farraj, New York associate Annelise Karreman, Houston associate Andrea Herman and Washington, D.C., associate James Lim. The equity financing was led by Boston partner Spencer Ricks with Boston associates Erik Thompson, Claire Bradford Di Caro and Jake Hummer.

SPAC Mercato combines with software acquirer to create $312M publicly traded Nuvini

Deal Description: Nuvini Group Ltd. and Mercato Partners Acquisition Corp., a publicly listed special purpose acquisition company, announced Feb. 27 that they entered into a business combination agreement. The estimated enterprise value of the combined company is $312 million, including an anticipated $23 million in cash net of Nuvini debt at the time of closing. The transaction must clear both sets of stockholders. Nuvini shareholders will hold around 70 percent of the issued and outstanding ordinary shares of the combined company. All cash remaining on the balance sheet after the settlement of transaction-related expenses is expected to be used for working capital and general corporate purposes. The merged company will operate under the “Nuvini” name and its ordinary shares are expected to be listed on the Nasdaq Stock Market under the ticker symbol “NVNI.” Mercato is led by investor and executive Gregory Warnock and Mercato’s sponsor, Mercato Partners Acquisition Group, is an affiliate of Mercato Management, a private investment firm that provides funding for technology, branded consumer and food and beverage companies. Founded in São Paulo, Brazil, in 2020 by Brazilian entrepreneur and investor Pierre Schurmann, Nuvini is a software business acquirer in Latin America. With seven companies in its portfolio, Nuvini intends to use the expected funding and capital market access to continue furthering its acquisition strategy. Nuvini’s Schurmann will continue as CEO and Luis Busnello as COO.

Expected Closing: Q3 2023

Mercato’s Financial Advisor: Maxim Group

Mercato’s Outside Counsel: Latham & Watkins, Machado Meyer and Maples and Calder. The Latham team was led by Orange County capital markets partner Drew Capurro, Houston M&A partner Ryan Maierson and Houston M&A counsel Thomas Verity with Houston associates Denny Lee, Vera Bespalova, Christina Schrantz and Greg Sorensen. Advice was also provided, from Texas, by benefits and compensation associate Dane Rebkowec in Houston.

Nuvini’s Outside Counsel: Mayer Brown, Tauil & Chequer Advogados, affiliate of Mayer Brown, and Carey Olsen Cayman Ltd.

Trust & Will attracts $15M from Amex, Northwestern Mutual, SEI, USAA

Deal Description: Trust & Will announced Feb. 23 that it raised an additional $15 million in funding from Amex Ventures, Northwestern Mutual Future Ventures, SEI Ventures and USAA. That brings the San Diego-based company’s total funding to $48 million since its 2017 inception.

USAA’s Outside Counsel: Shearman & Sterling led by Michelle Kwan, Sarah O’Brien and Haley Cambra in Austin and Austin Grossfeld in New York

Datamart snares $6M from Moonvalley, others

Deal Description: Datamart announced Feb. 22 that it raised $6 million in funding led by new investor Moonvalley Capital. The transaction also included participation from new investors Falabella, Grupo Bicentenario and Banco Santander Perú.

Datamart’s Outside Counsel: Shearman & Sterling led by Carmelo Gordian and including Ryan Bray, Haley Cambra and Julia Foley

CPP Investments partners with IKAV to buy Aera Energy

Deal Description: Canada Pension Plan Investment Board announced Feb. 28 it will partner with international asset management group IKAV to acquire California energy producer Aera Energy. Terms weren’t disclosed. In September 2022, IKAV announced plans to acquire Aera. CPP agreed to purchase 49 percent of Aera Energy from IKAV. Created as a joint venture between Shell and ExxonMobil, Aera is California’s second-largest oil and gas producer and accounts for nearly 25 percent of the state’s production. CPP and IKAV intend to help Aera balance its energy transition efforts with the need to continue meeting California’s conventional energy demands by investing in a renewable energy portfolio that will power Aera’s operations. Over time, renewable power will be deployed across Aera’s land holdings while selected legacy oil and gas infrastructure will be repurposed to create carbon capture and storage capability. CPP’s fund totaled $536 billion as of Dec. 31. 

CPP’s Outside Counsel: Kirkland & Ellis led by corporate partners Kevin Crews and Allan Kirk, debt finance partners Lucas Spivey and James Bedotto, tax partners David Wheat and Joe Tobias and real asset partners Thomas Laughlin and Will Eiland. They had assistance from corporate associates David Jean-Baptiste, Oscar Fernando Leija, Chris Boggs and Alexiz Magro-Malo and debt finance associates Steven Keithley and Tristan Prentice.

Daikin Applied buys Alliance Air Products

Deal Description: Daikin Applied announced March 2 that it acquired Alliance Air Products, the San Diego-based provider of custom air-handling equipment design and manufacturing. Terms weren’t disclosed. Alliance Air’s engineering and technology expertise adds to the Daikin portfolio of high-efficiency equipment and services for data center cooling and other mission-critical and custom applications. Daikin said engineers and building owners and operators now have a single supplier for end-to-end HVAC solutions, enhancing time to delivery and productivity while lowering lifecycle costs. Data center construction, in particular, is expected to grow at a high rate through 2028 and beyond, accelerating the demand for cooling solutions with an emphasis on energy efficiency and sustainability. In addition to data center cooling, the merged operations will serve applications that require custom designs, such as hospitals, manufacturing facilities and labs.

Daikin Applied’s Outside Counsel: Gibson, Dunn & Crutcher led by partner Stephen Olson and included associates Jonathan Sapp and Gerald Kimani. Partner Michael Cannon advised on tax aspects and partner Krista Hanvey and associate Gina Hancock advised on benefits.

Conduit Power, Riley Permian ink JV to build new power infrastructure

Deal Description: Riley Exploration Permian Inc. and Conduit Power, a portfolio company of Grey Rock Investment Partners, announced March 2 that they entered into definitive agreements to form a joint venture that will own and operate on-site power generation utilizing captured flared natural gas to power Riley Permian’s operations in Yoakum County, Texas. The project will be completed in phases and will ultimately include 20 megawatts. Phase 1 will provide 10 megawatts of on-site generation and is expected to be operational by June with an additional 10 megawatts in Phase 2 anticipated to be up and running by late 2023 or early 2024. Grey Rock is a private equity firm with more than $1.3 billion in asset value across its PE fund platform. 

Riley’s Outside Counsel: Kirkland & Ellis advised with a team led from Houston and Austin by Cyril Jones, Shubi Arora, R.J. Malenfant, Rahul Vashi and Patrick Moneypenny and corporate associates Markus Wang, Reagan Kapp, Jarrod Gamble and Mitch Holliman; tax partners Mark Dundon and Michael Masri and associates Nicole Martin and Jamie McWilliam; and energy regulatory partner Marcia Hook.

Conduit’s Outside Counsel: Locke Lord led by partners Brandon Lobb and Eric Larson in Houston and including Mark Miller, Bill Swanstrom, Elizabeth Guffy, Case Towslee and Brendan O’Leary in Houston and Carrie Collier-Brown in Austin

Sonata Software acquires Quant Systems

Deal Description: Sonata Software announced Feb. 23 that it agreed to acquire Quant Systems Inc., a Texas-based IT solutions and software company, for undisclosed terms. Sonata said the acquisition is in line with its strategy to expand and build scale. It will accelerate Sonata’s capabilities in enterprise data analytics, cloud modernization, cyber security, salesforce, data privacy, Adobe and digital and mobile app solutions, including differentiated IPs for salesforce and chatbot technologies. It will also expand Sonata’s domain expertise in banking and financial services, healthcare and life sciences, consumer/retail and other industries.

Quant’s Outside Counsel: Gibson Dunn led by Singapore partner Jai Pathak and includes Dallas associate Steve Wright, Singapore associates Maithili Bagaria and Kai Wen Chua and Dallas associates Alexis Levine and Sam Smith. From Texas, Dallas partner Michael Cannon and associate Emily Brooks are advising on tax aspects and Dallas associates Gina Hancock and Lucy Hong are advising on benefits and Dallas partner Doug Rayburn is advising on securities law matters.

Trinity Hunt invests in MarksNelson

Deal Description: Private equity firm Trinity Hunt Partners announced Feb. 28 a strategic investment in the advisory business of MarksNelson, a Kansas City-based accounting, tax and advisory firm. MarksNelson will serve as the initial investment of Trinity Hunt’s advisory services platform. Terms were undisclosed. Trinity Hunt said its investment and professional services expertise will support the platform’s growth initiatives, including execution of acquisitions, expansion of strategic service capabilities, investment in talent and technology and acceleration of organic growth. Going forward, the firm will operate in an alternative practice structure in which MarksNelson LLC, a licensed CPA firm, will provide attest and assurance services, and MarksNelson Advisory will provide business advisory, tax and non-attest services.

Trinity Hunt’s Outside Counsel: Kirkland & Ellis led by partner Thomas Laughlin and associates Bridget Hamway and Dani Blain; tax partner David Wheat; and executive compensation partner Stephen Jacobson; Hunton Andrews Kurth is providing regulatory counsel.

MarksNelson’s Outside Counsel: Lathrop GPM

Trinity Hunt buys Supreme Optimization

Deal Description: Katten said March 1 the firm advised Trinity Hunt Partners on its acquisition of software provider Supreme Optimization. Terms weren’t disclosed on the deal, which closed Feb. 22. San Juan, Puerto Rico-based Supreme helps life science companies expand their business online with smarter and more effective digital marketing strategies. 

From Katten: The team was led by Victor Zanetti and included, from Texas, Kylie Sholty, Wade Glover, Ethan Post and Erik Peterson

Ryerson acquires BLP

Deal Description: Publicly traded Ryerson Holding Corp., a processor and distributor of industrial metals, announced March 2 its acquisition of BLP Holdings. Terms weren’t disclosed. BLP is comprised of three divisions based out of Houston: absolute metal products, metal cutting specialists and Houston Water Jet. Serving industries including oil and gas, aerospace, telecommunications and structural fabrication, the three divisions together provide complex fabrication services in addition to toll processing capabilities, such as saw cutting, machining and water jet cutting.  

BLP’s Outside Counsel: Hunton Andrews Kurth led by partner Jeff Dodd in Houston and including Andrew Blasio, Lloyd Davis, Kathleen Dill, Anthony Eppert, Joe Holloway, Alexander McGeoch, Chanse McLeod, Jason Reiner, Tyler Richardson and Lisa Shelton

Ryerson’s Outside Counsel: Gray Reed & McGraw led by Brock Niezgoda

CAPITAL MARKETS/FINANCINGS

PPL raises $1.35B in debt offering

Deal Description: Hunton Andrews Kurth said March 3 it represented the underwriters in connection with SEC-registered offerings by PPL Electric Utilities Corp. of $600 million in 5 percent first mortgage bonds due 2033 and $750 million in 5.25 percent first mortgage bonds due 2053.  The transaction closed on March 2.

Underwriters: UBS Investment Bank, Barclays Capital, Inc., PNC Capital Markets and Scotia Capital

From HAK: The team was led by Peter O’Brien in New York but included Robert McNamara and Tim Strother in Houston

PPL’s Outside Counsel: Bracewell led by partners Catherine Hood in New York and Don J. Lonczak in Washington, D.C., but including associates Alexandra C. Crai and Caroline E. Ellis in Houston

SPAC EBAC raises $91M in PIPE deal related to Oculis combo

Deal Description: Oculis Holding, a biopharmaceutical company aimed at improving eye care, announced March 3 its listing on Nasdaq after closing its combination between European Biotech Acquisition Corp. Oculis’ shares and warrants will trade on the Nasdaq Stock Market under the ticker symbols “OCS” and “OCSAW.” At closing, Oculis had a pro-forma enterprise value of $220 million and a cash balance of $109 million. Credit Suisse, BofA Securities, SVB Securities, Van Lanschot Kempen and Arctica Finance were private placements agents for EBAC in connection with the $91 million private investment in public equity, or PIPE, transaction. 

Placement Agents’ Outside Counsel: Shearman & Sterling including partner Bill Nelson, counsel John Menke and associate Catherine Zachry

SPAC SilverBox Corp III closes $18M IPO

Deal Description: SilverBox Corp III announced March 2 the closing of its upsized initial public offering of 13.8 million units at a price of $10 per unit, including 1.8 million units after the exercise of the over-allotment option in full. The units began trading on the New York Stock Exchange under the ticker symbol “SBXC.U” on Feb. 28. Each unit consists of one share of the company’s Class A common stock and one-third of one redeemable warrant. The company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. 

Book-Running Manager: Credit Suisse Securities

Credit Suisse’s Outside Counsel: Shearman & Sterling including partner Bill Nelson and counsel John Menke

NewTech inks convertible loan agreement with Orgenesis

Deal Description: Hunton Andrews Kurth said Feb. 28 it represented NewTech Investment Holdings in a transaction with Orgenesis Inc. in which NewTech entered into a convertible loan agreement with Orgenesis and received warrants representing the right to purchase shares of Orgenesis common stock. The firm didn’t disclose terms. Orgenesis is a global biotech company working to unlock the potential of cell and gene therapies in an affordable and accessible format.

From HAK: The team was led by corporate partner Phil Haines in Houston and included assistance, in Texas, from counsel Adam Lyons and associates Lexi Williams, Kaitlyn Thorson and Neimann Gipson. Corporate partner Henry Havre in Houston assisted on matters related to the warrants issuance with Allison Mantor on tax.

Claire Poole

Claire Poole is a senior writer at The Texas Lawbook, where she covers corporate transactions.

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