The Texas Lawbook

Free Speech, Due Process and Trial by Jury

CDT Roundup: 21 Deals, 12 Firms, 101 Lawyers, $20.9B

The year so far has hardly been gangbusters for global merger and acquisition activity.

According to data collector Refinitiv, January was the slowest month since 2013 with $164 billion worth of deals, half the average for 2018 and 2019, according to data collector Refinitiv.

Observers blame the drop in activity to the usual factors, including geopolitical uncertainty, the U.S.-China trade war and overall economic uncertainty.

But adding to the fears have been President Trump’s impeachment trial, the upcoming presidential election, increased regulatory scrutiny of deals and a potential global health crisis with the coronavirus, which has sent stock markets reeling.

The Texas Lawbook is seeing the opposite for deals involving in-state lawyers. 

The Corporate Deal Tracker has counted 77 M&A deals worth $35.12 billion so far this year, versus 64 transactions valued at $11.4 billion for the same period last year. 

Even taking out WellCare’s $17.3 billion merger with Centene that closed last week, which skewed the numbers, deal activity is up on a value basis ($17.82 billion versus the $11.4 billion) and a volume basis (76 versus the 64). No wonder out-of-state law firms are still clamoring to open offices in the state and lateral moves are brisk.

Last week’s M&A and capital markets activity involving Texas lawyers was up on a value and a volume basis, with 21 transactions worth at $20.9 billion compared with 13 deals valued at $7.43 billion the previous week. Dealmaking also was up over the same week last year, which saw 18 transactions valued at $6.74 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
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$8,161113410$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$20,20093`8$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

Twelve firms and 101 attorneys were involved in the work, which included 14 M&A/private equity/venture capital transactions valued at $17.86 billion and 7 capital markets/financings transactions worth $3.06 billion.

M&A/PRIVATE EQUITY/VENTURE CAPITAL

Locke Lord advises WellCare on $17.3B merger with Centene

Locke Lord said Jan. 27 it provided national insurance and health care regulatory counsel to Tampa, Fla.-based WellCare on its $17.3 billion merger with Centene in St. Louis.

The team was led out of the firm’s office in Chicago but included a trio of its lawyers in Austin, including partner Tammy Woffenden and associates Brittany Bratcher and Ashley Wheelock.

The parties expect the deal to create a top health care enterprise focused on government-sponsored health care programs and a leader in Medicaid, Medicare and the Health Insurance Marketplace. 

The Locke Lord team also represented WellCare in the same capacity on the sale its Missouri and Nebraska Medicaid plans this past fall to Anthem Inc. of Indianapolis. Those transactions closed Jan. 23.

Other advisors on the Centene-WellCare deal were Allen & Co., Barclays, Evercore and J.P. Morgan Securities for Centene, which used Skadden, Arps, Slate, Meagher & Flom as its legal counsel, and Goldman Sachs for WellCare, which used Kirkland & Ellis as its primary legal counsel.

V&E aids Carlyle’s renewable fund on Alchemy JV worth $150M

Vinson & Elkins said Jan. 28 it advised the Carlyle Group’s Renewable and Sustainable Energy Fund, or RSEF, on the formation of a joint venture with Alchemy Renewable Energy and the purchase of Alchemy’s operating and development-stage solar projects for $150 million.

Robert Hughes, Peter Marshall and Kaam Sahely led the team with assistance from counsel Luke Edney and associates Anastasia Arsenio, Kathryn Hastings, Yianni Georgeton, Charlie Fitzpatrick and Richard McNulty. 

Others were counsel Debbie Duncan and senior associate Mary Alexander and partners Mike Tomsu and Matt Dobbins.

Part of the consideration will be paid at closing and the rest paid as certain development milestones are achieved. Alchemy will develop the projects that haven’t reached completion and provide asset management services. 

This is the second transaction that V&E has worked on with RSEF in the past month. 

Wilsonart closes $150M sale of Asia business

Austin-based Wilsonart Engineered Surfaces has sold its Asian business to Aica Kogyo Co. Ltd. and the Development Bank of Japan Inc. as co-investor for $150 million.

General counsel Joe Thesing told The Texas Lawbook last week that he handled the deal in-house along with Susan Parker, his senior corporate paralegal. Outside counsel was Debevoise & Plimpton in New York assisted by their offices in Shanghai and Tokyo plus counsel from local law firms in Thailand and Australia.

Wilsonart sold Czech quartz slab maker Technistone last year for undisclosed terms.

Latham, Baker Botts counsel on CNX Midstream’s simplification

Latham & Watkins and Baker Botts counseled on CNX’s simplification of its relationship with CNX Midstream.

Latham advised CNX, including Houston partners Bill Finnegan and Nick Dhesi and associates Dan Harrist, Lexi Udeh, Drew Tengler-West, Kate Wang and Ricky Alvarado.

The tax team included Houston partners Tim Fenn and Jim Cole and associate Marianne Standley while Houston partners Craig Kornreich and Dave Miller and associate Bryce Kaufman advised on finance.

Baker Botts represented the conflicts committee of CNX Midstream’s general partner, including Houston partners Josh Davidson and A.J. Ericksen, senior associate Carina Antweil and associates Sunil Jamal and Joshua Dunegan and tax special counsel Chuck Campbell.

Jefferies was CNX’s financial advisor, Evercore Group assisted the conflicts committee of CNX Midstream and Citi aided CNX’s board.

CNX Midstream entered into and closed an agreement to eliminate all of the incentive distribution rights held by its general partner and the conversion of the 2% general partner interest into a non-economic general partnership interest in exchange for 26 million units, 3 million Class B units and $135 million in cash.

The Class B units won’t accrue or receive distributions until Jan. 1, 2022, when they will automatically convert into common units representing limited partner interests. The cash will be paid out on Dec. 31, 2020 ($50 million), Dec. 31, 2021 ($50 million) and Dec. 31, 2022 ($35 million).

As a result of the IDR elimination transaction, CNX now owns 47.7 million common units, or 53.1% of the outstanding limited partner interests, and once the Class B units are converted, it will hold 50.7 million units.

Nicholas J. DeIuliis, CEO of CNX Midstream GP, said in a statement that the transaction simplifies the midstream entity’s capital structure and should be immediately accretive to distributable cash flow per unit in the first year and gain further accretion in year two.

“We have reduced CNXM’s [CNX Midstream’s] cost of capital, further aligned CNX’s equity interest with common unitholders and removed a key overhang expressed by the investor base,” he said.

Locke Lord represents Flow MD on sale to Idex for $125M

Locke Lord said Jan. 31 it counseled Phoenix-based Flow Management Devices, or Flow MD, on its sale to Idex Corp. for $125 million in cash.

Houston partner Joe Perillo led the deal team. He was helped by partners Steve Boyd, Jerry Higdon, Ed Razim and Buddy Sanders and associates Stuart Lawson and Jennie Simmons, all of Houston, and Dallas partner Van Jolas.

The parties expect to close the deal this quarter.

Flow MD is a privately held provider of flow measurement systems that ensure custody transfer accuracy in the oil and gas industry. It has annual sales of $60 million and offices in Houston and Pittsburgh.

Idex said the deal will complement the pump and metering systems produced by its other companies Sampi, Toptech Systems, Liquid Controls and Corken.

“Adding Flow MD to the Idex family of businesses will extend our expertise in providing highly-engineered solutions to energy customers, including refineries, chemical manufacturers and pipeline operators,” Idex chairman and CEO Andy Silvernail said in the release.

DLA Piper aids Next Coast Ventures on $6M Stoplight investment

Austin-based Stoplight said Jan. 30 it raised $6 million in Series A funding from Next Coast Ventures and Bill Wood Ventures, bringing its total fundraising to $10.65 million since its 2015 founding.

DLA Piper partners Sam Zabaneh and Brent Bernell represented the investors while Cooley Godward in Colorado assisted Stoplight.

The company plans to use the funds to boost its engineering efforts, accelerate its product roadmap and cover more customer use cases.

Spotlight helps developers build, test and improve their web application program interfaces, or APIs, so software applications can better interact with each other. It has more than 500 customers across several industries, including Electronic Arts, Deutsche Bank, Honeywell, Blackboard, Zendesk and SendGrid. 

The company is led by CEO Marc Macleod, who started the company in his garage in Venice Beach, Calif. 

Locke Lord represents Palladium Equity on DolEx Dollar sale

Locke Lord said Jan. 29 that it advised New York-based Palladium Equity Partners on the sale of the parent company of DolEx Dollar Express Inc. to a group of investors including management for undisclosed terms.

The team was led out of New York but included partner Berne Kluber in Houston. Goodwin Procter counseled the acquirers.

Stephens Inc. was DolEx’s financial advisor while Advanced Capital Partners assisted the other side.

DolEx is a Duluth, Georgia-based provider of electronic money transfer solutions. It has 525 branches and 2,700 agent locations in the U.S., Puerto Rico, U.S. Virgin Islands and Europe. 

Justin Green led the investment from Palladium, a middle market private equity firm with around $3 billion in assets under management.

V&E advises Clearlake’s Gravity Oilfield on division sale to Graco

Clearlake-backed Gravity Oilfield Services Inc. has sold the business and assets of its fishing and rental division to Graco Oilfield Services for undisclosed terms.

Vinson & Elkins counseled Clearlake/Gravity, including partner Matt Strock, senior associate Mike Marek and associate David Bumgardner. Graco used Conner & Winters (partner Jared Giddens in Tulsa and associate J.P. Mahoney in Oklahoma City).

PPHB’s Ray Brown provided financial advice to Gravity.

Gravity provides energy infrastructure services to U.S. onshore oil and natural gas exploration and production companies, including water midstream solutions and power generation offerings.

Clearlake has managed more than $16 billion of institutional capital since its 2006 inception and its senior investment principals have led or co-led over 200 investments.

Katten advises Hilltop on Moser Energy Systems investment

Katten said Jan. 28 that it advised Dallas-based Hilltop Opportunity Partners on its investment in Moser Energy Systems.

The team included partners Mark Solomon and Peter Bogdanow and associates Alison Krieser and Ashley Francois, special counsel Aaron Pinegar and partner Bill Rivers in Dallas along with lawyers in other offices. Squire Patton Boggs counseled Moser with attorneys out of Denver.

Hilltop Opportunity Partners, or HOP, is the merchant banking investment arm of Dallas-based Hilltop Holdings Inc., which owns PlainsCapital Bank. It invested in Moser in conjunction with Dallas-based WestFront Capital Group.

Evansville, Wyo.-based Moser provides natural-gas-powered generators and other distributed power solutions for heavy duty, remote and harsh environments, including the oil and gas industry. It was founded in 1973 and has field offices across the U.S.

The Moser founding family, including Randy Moser, will remain owners in the business alongside HOP and WestFront. Moser’s senior management team led by CEO Darce Laws also will own part of the company and continue in their leadership roles.

Hilltop Holdings executive VP Mark Plunkett, who is HOP’s chief investment officer, said in the release that the transaction represents what he believes to be an exciting opportunity to invest in a highly scalable, market-leading company.

Winston represents Century Park on Mochi Ice Cream sale

Winston & Strawn said Jan. 30 it represented Los Angeles private equity firm Century Park Capital Partners on its sale of Mochi Ice Cream Co. to Michigan family office Lakeview Capital for an undisclosed sum.

The team was led out of California but included Dallas partner Andrew Betaque, Houston partner Jeff Smith and Dallas associate Danielle Olson Marr. Ropes & Gray counseled Lakeview.

Plante Moran was Lakeview’s financial and tax advisor and Houlihan Lokey was Century Park’s financial advisor.

The Los Angeles company makes My/Mo Mochi Ice Cream. It is the largest branded manufacturer of mochi ice cream in North America with 20,000 retailers in the U.S. 

CEO and president Craig Berger and the rest of the management team will remain with the company in their current roles.

Jake Freeman led the deal from Lakeview, which is using LBC Credit Partners, PineBridge Investments and WhiteHorse Capital for financing. 

Gibson Dunn aids Celanese on purchase of Nouryon unit 

Gibson, Dunn & Crutcher said Jan. 30 it advised Celanese Corp. on its acquisition of Nouryon’s Elotex redispersible polymer powders business for an undisclosed sum.

Dallas partner Jonathan Whalen led the team, which included Dallas associate Paige Lager and Houston associate Monika Kluziak; Houston partner James Chenoweth and Dallas associate Michael Cannon on tax; and Dallas partner Krista Hanvey on benefits.

The parties expect to close the deal in the second quarter if it clears regulators.

Elotex is one of the biggest makers of redispersible polymer powders for flooring and walls, cement tile adhesives and grouts for floor and wall tiles and gypsum plaster and joint fillers, among other things. The business has production facilities in Germany, the Netherlands, Switzerland and China.

Winston aids Frontenac’s Whitebridge Pet Brands on Cardinal purchase

Winston & Strawn said it represented Frontenac-backed Whitebridge Pet Brands on the acquisition of Cardinal Laboratories, known as Cardinal Pet Care, for undisclosed terms.

The team was led out out of Chicago but included partner Andrew Betaque and associate Danielle Olson Marr in Dallas.

The purchase adds several brands to St. Louis-based Whitebridge, including Pet Botanics, Crazy Dog, Full Life for Pets, Remedy+Recovery, Gold Medal Pets and Only Healthy Source, which offer pet treats, grooming products and health aids.

Whitebridge Pet Brands was founded in 2015 through the merger of Cloud Star, a pet treat manufacturer, and Petropics, maker of Tiki Cat and Tiki Dog. The company acquired Dogswell, a brand of functional jerky for dogs, in 2017. Azusa, Calif.-based Cardinal Pet Care was founded in 1948.

TK, Willkie work on Eagle Mountain’s partnership with Pearl, NGP

Eagle Mountain Energy Partners, a newly formed upstream oil and gas exploration and production company, said Jan. 29 it formed a partnership with Pearl Energy Investments and NGP through NGP Natural Resources XII LP.

Jeff Zlotky led the legal work for NGP while David Levinson did so at Pearl with assistance from Thompson & Knight, including Dallas partner J. Holt Foster and associate Marc Lombardi. 

Willkie Farr advised the management team, including partner Steven Torello and associates Audra White and Adam Whitehouse in Houston.

Steven Cobb led the partnership deal from Pearl while Craig Glick did so from NGP.

Headquartered in Houston, Eagle Mountain plans to pursue acquisition and development opportunities focused primarily in the Williston and other basins in the Rockies.

The company was founded by CEO Eric Pregler, CFO Shaleen Patel and VP of engineering Michael DeKruif. The management team previously acquired, developed and monetized upstream assets in various U.S. onshore basins through senior roles at Kayne Anderson, Pioneer Natural Resources, Carrizo Oil & Gas and Oasis Petroleum.

Jones Day aids J.F. Lehman on Global Marine acquisition

Jones Day said it advised J.F. Lehman & Co., or JFLCO, on its acquisition of Global Marine Group for an undisclosed sum.

Partners Robert Cardone and Alain Dermarkar led the deal, with Blank Rome pitching in on maritime legal issues. Hogan Lovells counseled Global Marine.

Deutsche Bank and ABN Amro provided financial advice to Global Marine and Deutsche Bank provided the debt financing for the transaction. Winchester Capital was JFLCO’s financial advisor 

The parties expect to close the transaction this quarter.

Chelmsford, U.K.-based Global Marine Group, whose legacy dates back to 1850, provides subsea cable maintenance and installation services to the telecommunications, offshore wind and utility markets worldwide. It’s led by chairman Dick Fagerstal and CEO Ian Douglas.

JFLCO thinks the company has opportunities for growth in the telecommunications and offshore wind markets.

Alex Harman and Will Hanenberg led the deal from JFLCO, a middle-market private equity firm focused exclusively on the aerospace, defense, maritime, government and environmental sectors. It has offices in New York and Washington, D.C.

CAPITAL MARKETS/FINANCINGS

Latham works on three capital markets transactions worth $2.15B

Latham & Watkins said Jan. 27 it advised on three capital markets transactions valued at $2.15 billion.

The firm counseled the underwriters on a $500 million private placement offering of senior notes due 2027 by Calgary oil and gas producer Baytex Energy Corp.

Houston partners David Miller and Trevor Lavelle led the team with associates Bryan Ryan, Jordan Mack and Jessica Sherman. Houston partner Bryant Lee with associates Jared Grimley and Marianne Standley assisted on tax.

Baytex plans to use the net proceeds and its unutilized credit facilities to redeem $400 million of its outstanding 5.125% notes due June 1, 2021 and $300 million of its outstanding 6.625% debentures due July 19, 2022.

Latham also assisted Calgary-based MEG Energy on a senior notes offering, which was upsized from $800 million to $1.2 billion.

Houston partners David Miller and Trevor Lavelle co-led that team with a partner in New York. They had help from Houston associates Om Pandya, Erin Lee, Sam Bentley and Ricardo Alvarado. 

MEG intends to use the net proceeds of the offering, together with cash on hand, to refinance its $800 million in 6.375% senior unsecured notes due January 2023 and redeem $400 million of its $1 billion in 7% senior unsecured notes due March 2024. 

The company also issued a conditional notice to redeem $400 million of its $1 billion in 2024 notes at a price of 102.333% by Feb. 18.

Finally, Latham counseled Toronto-based Waste Connections on a $452 million offering of 2.6% senior notes due 2030.

Houston partner John Greer led that transaction with associates Ryan Lynch, Erin Lee, Katie Walker and Trevor Bossi.

BofA Securities, J.P. Morgan, MUFG and Wells Fargo Securities are book-running managers and underwriters for the offering. The $448 million in net proceeds will be used to repay part of Waste Connections’ borrowings outstanding under its revolver and for general corporate purposes.

V&E aids Macquarie’s Arena Luxembourg on $636M notes offering

Vinson & Elkins said Jan. 30 it represented Arena Luxembourg Finance, a portfolio company of Macquarie European Infrastructure Fund 5, on €575 million ($636 million) in senior secured notes.

They included €475 million of 1.875% senior secured fixed rate notes due 2028 and €100 million of senior secured floating rate notes due 2027.

The V&E team was led by partners outside of Texas but included tax partner Wendy Salinas in Dallas.

The issuer intends to use the net proceeds from the offering, along with cash on the balance sheet, to fund the redemption in full of its €350 million in 2.875% senior secured notes due 2024 and €125 million in senior secured floating rate notes due 2023 and pay a distribution to shareholders through a partial repayment of existing subordinated shareholder loans.

The initial purchasers of the notes were J.P. Morgan, Barclays, BNP Paribas, Deutsche Bank, Goldman Sachs International, NatWest Markets and Santander.

In connection with the notes issuance, the issuer’s group cancelled its €75 million revolving credit facility and replaced it with a new €100 million revolving credit facility.

The issuer is a special purpose financing vehicle of Arena Luxembourg Investments, which owns Empark Aparcamientos y Servicios, one of the top concessionaires and operators of parking infrastructure in Iberia.

Key Energy converts $241.9M in term loans as part of restructuring 

Onshore rig-based well servicing contractor Key Energy Services said Jan. 27 that it reached a restructuring support agreement with lenders under its term loan facility that should cut its long-term debt by about 80%.

Key general counsel Katherine Hargis told The Texas Lawbook that the company used Sullivan & Cromwell on the agreement (partners Alison Ressler in Los Angeles and Ari Blaut in New York) and that the lenders tapped Davis Polk & Wardell in New York (partner Damian Schaible). She said she was the only in-house attorney who worked on it.

The agreement contemplates a series of out-of-court transactions that will effectuate a financial restructuring of Key’s capital structure and indebtedness and related facilities, including the conversion of around $241.9 million of its term loans into newly issued shares of the company’s common stock and $20 million worth of term loans under a new $51.2 million term loan facility.

Once the restructuring is complete, supporting term lenders are expected to own 97% of Key’s common stock and holders of existing equity interests will hold 3% of its common stock, in each case subject to potential dilution as a result of certain new warrants and a new management incentive plan.

The company expects to complete the restructuring by the end of February.

Key interim CEO Marshall Dodson said the agreement marks an important milestone in its process of addressing the company’s capital structure, reducing its debt and improving its liquidity. 

“While the market conditions we face in 2020 are expected to remain challenging, I believe that with the improved capital structure this transaction affords Key, our great employees will be able to take advantage of the opportunities present in today’s market and continue on our path to improved financial performance,” he said.

Soter Capital, which beneficially owns 10.3 million shares of its common stock representing 50.2% of the outstanding shares, agreed to vote in favor of the restructuring.

Willkie aids Ramas on $30M loan subscription deal for Freedom Oil

Willkie Farr & Gallagher said it represented Ramas Capital Management on a $30 million loan note subscription agreement with Freedom Oil and Gas Ltd.

Partners Michael De Voe Piazza and Jeffrey Hochman led the deal team, which included associate Erin Kinney. 

Freedom Oil and Gas said Jan. 27 that it agreed to terms with Wells Fargo to repay its senior credit facility – which had an $18 million outstanding balance – in full by Jan. 31 for $14 million plus accrued interest and fees. 

To fund the repayment, Freedom and its unit Freedom Eagle Ford Inc. entered into the loan note subscription agreement with a Ramas affiliate. Ramas subscribed for loan notes with a face value of $30 million settled in two tranches, the first on Jan. 30 for $14 Million and the second on Feb. 14 for $16 million.

Freedom will use the proceeds from the second tranche to reduce its outstanding accounts payable balances and for general working capital. 

Interest on the loan notes will accrue at 12% per year effective March 31. Freedom must redeem the face value and accrued interest, if any, on the loan notes with the proceeds of any equity capital raising or at the request of a majority of the noteholders in the event of a default.

If Freedom doesn’t complete an equity raising to redeem the notes by March 31, the notes are due within 45 days and the payment necessary to redeem the notes will be 1.25 times the face value and accrued interest. 

Freedom is a development-stage independent oil and gas company that has begun drilling its acreage in the liquids rich area of South Texas’ Eagle Ford Shale. It’s registered in Australia and its U.S. office is in Houston.

Houston-based Ramas is an energy-focused investment firm led by Ganesh Betanabhatla, who previously worked at Pine Brook Road Partners and Talara Capital Management. In November Ramas disclosed selling $32 million in equity and pooled investment fund interests for its Ramas Energy Capital III fund.

Haynes and Boone advises lender to Web Deals Direct

The GulfStar Group said Jan. 27 that it advised Web Deals Direct on its completed financing with East West Bancorp Inc. and acquired the SCHÖN and ABFLEX business lines from EZ Innovations Ltd.

The only Texas lawyers on the deal were from Haynes and Boone, including Dallas partner M. Scott Helbing, who advised the lenders, GulfStar said.

The company’s legal advisor was Koenig, Oelsner, Taylor, Schoenfeld & Gaddis, including Jennifer Rosenthal, Ryan Sykora, Charles Ciaccio and Elizabeth Ho.

Roshan Gummattira and Scott Winship led the deal from GulfStar with help from Jon Sanfelippo and Andrew Winters. Jeff Matthews and Evan Sultzbaugh led the financing team for East West Bank. 

Founded four years ago, Web Deals Direct is an Amazon-focused consumer products company with brands and products across several categories, including home and kitchen, garden and outdoor, pet supplies and office products. It claims to have moved 2 million units this past year.

The company sells its goods primarily on Amazon in eight countries across North America and Europe. It uses a proprietary software platform developed in-house that manages all aspects of the business and identifies product expansion opportunities. 

The target, EZ Innovations, is a U.K.-based third-party seller on the Amazon marketplace across Europe.

East West Bancorp is a publicly owned company with total assets of $43.3 billion with full-service branches in Hong Kong, Shanghai, Shantou and Shenzhen and representative offices in Beijing, Chongqing, Guangzhou and Xiamen. Its unit East West Bank is one of the largest independent banks headquartered in California. 

UPDATE/OTHER:

The Blackstone Group is considering selling Guidon Energy, a Permian Basin-focused oil explorer and producer that could value the company at more than $2.5 billion including debt, Reuters reported Jan. 29 citing sources. The company is engaged in deal discussions with a small number of parties – including Exxon Mobil and Diamondback Energy – after attracting acquisition interest from oil and gas companies seeking to expand their presence in the Midland portion of the basin, according to the report. None of the parties would comment. Guidon launched in 2016 with $500 million from Blackstone and now holds around 46,000 gross acres.

***

Natural gas producer EQT Corp. may sell some of its royalty income so it can raise $1 billion to pay down its $6 billion debt load, Reuters reported Jan. 31 citing sources. The company is hoping to do an “override” deal in which an investor would take a 1% royalty interest in the net sales generated from EQT’s production, according to the report. The company declined comment. EQT, which unsuccessfully tried to sell its Ohio acreage last year, hopes to raise $1.5 billion from asset sales by mid-2020 to pay down debt, keep its investment grade credit rating and operate in a lower commodity price environment. Fellow Appalachian producer Range Resources Corp. completed two override deals in the second half of 2019, Reuters said.

***

On Jan. 27 EnCap Investments-backed Southland Royalty Co. of Fort Worth filed a petition in the U.S. Bankruptcy Court for the District of Delaware seeking relief under Chapter 11 of the U.S. Bankruptcy Code. The company owes about $540 million on its revolving credit facility. It has $12 million in cash and has secured a debtor-in-possession loan for $70 million. It aims to sell itself or delever its balance sheet through a Chapter 11 plan. Shearman & Sterling is advising the debtor, including partners C. Luckey McDowell and Ian E. Roberts out of the firm’s Dallas office on N. Harwood, the filing states. The firm hasn’t announced it’s opened a Dallas outpost and a firm spokeswoman didn’t respond to a request for comment. Young Conaway Stargatt & Taylor is its Delaware counsel and its restructuring advisor is AlixPartners (Frank Pometti). Southland has oil and gas operations in four states with a focus on Wyoming and New Mexico. It blames the filing on industry challenges, its plugging and abandonment obligations, ongoing litigation with BP and underperforming wells.

©2022 The Texas Lawbook.

Content of The Texas Lawbook is controlled and protected by specific licensing agreements with our subscribers and under federal copyright laws. Any distribution of this content without the consent of The Texas Lawbook is prohibited.

If you see any inaccuracy in any article in The Texas Lawbook, please contact us. Our goal is content that is 100% true and accurate. Thank you.

© Copyright 2022 The Texas Lawbook
The content on this website is protected under federal Copyright laws. Any use without the consent of The Texas Lawbook is prohibited.