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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: 21 Deals, 17 Firms, 165 Lawyers, $11.6B

March 14, 2023 Claire Poole

The biggest, most prestigious energy conference on the planet, CERAWeek, just wrapped up in Houston last week featuring the rock stars of the oil, natural gas, power and renewables world, including oil ministers, CEOs and the like.

What were some of the takeways? Arjun Murti, a former research analyst at Goldman Sachs who recently came out of retirement to join Houston-based energy-focused intelligence provider Veritan as a partner, shared some observations as part of his “Super-Spiked” newsletter.

Among them: “Energy transition” is a way overused, misunderstood, “Rorschach Test” phrase. “Energy transition as a concept is itself in need of transition,” he said.

Murti also noted there were pains to inject pragmatism, the notion of the “energy trilema” (affordability and security along with low carbon) as well as talk of multiple transitions going on currently (differences in approach for developing versus developed world).

The former analyst had questions coming out of the confab. Among them: When will traditional energy companies recognize the need to free themselves from dependence on European capital and insurance providers?

Murti thinks perhaps not in the next year or two, but over the long run. 

“There is plenty of time to diversify capital markets sources toward [the] ‘rest of world’ and away from Europe for sure and potentially U.S. institutions,” he said. “But planning needs to start now when positioning is still relatively strong. This is like a slow-drip leak, a minor inconvenience until barriers are breached and a flood ensues.”

Finally, circling back to his first argument, will the concept of “energy transition” eventually move to one that doesn’t drive a macro backdrop of price spikes followed by price busts, economic damage and no real change in the world’s green-house gas trajectory? In a word, yes.

“The ‘energy transition’ needs to transition in its objectives and policy prescriptions,” he contends.

There were 21 Texas-related deals valued at $11.6 billion reported for the week ending March 11, including 16 M&A transactions worth a reported $8.1 billion and five CapM deals valued at $3.44 billion. That’s holding steady from last week’s 20 deals for $9.6 billion, but down from the 18 deals for $12 billion during the same week last year.

Editor’s note: The headline on this article has been revised to include the full value of the Vistra acquisition of Energy Harbor assets reported below. The correct value of that transaction was $6.76 billion, not $3.46. All tables and evaluations affected have been adjusted accordingly.

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

Vistra acquires Energy Harbor’s nukes for $6.76B

Deal Description: Vistra, an Irving-based retail electricity and power generator, announced March 6 it will acquire Energy Harbor, an Ohio nuclear power and retail energy business, for $3 billion in cash and a 15 percent equity interest in a newly formed subsidiary holding company Vistra Vision. The deal will combine the nuclear and retail businesses of both companies along with the renewables and storage projects as part of Vistra Zero into Vistra Vision. Most Energy Harbor shareholders will receive cash at closing, and the two largest shareholders, Avenue Capital Group and Nuveen, will receive a combination of cash and the equity interest. Vistra Vision will assume about $430 million of net debt from Energy Harbor. Vistra will continue to own 85 percent of Vistra Vision as well as all of Vistra Tradition, Vistra’s gas and coal generation fleet. Vistra intends to finance the majority of the $3 billion of cash consideration through debt financing at Vistra Operations, with all or a portion of the debt expected to be invested in Vistra Vision via an inter-company loan. At closing, it is expected that the net debt of Vistra Vision will be about $3.43 billion. Vistra said the combination would create the second largest competitive nuclear fleet in the country along with an expanding renewables and energy storage portfolio. Vistra will not acquire Energy Harbor’s legacy conventional generation fleet, which Energy Harbor has previously agreed to sell to third parties.

Expected Closing: H2 2023

Vistra’s Financial Advisor: Citi

Vistra’s Outside Counsel: Latham & Watkins and Balch & Bingham. From Latham: The team was led by Houston partner Trina Chandler and New York partners Caroline Blitzer Phillips and David Kurzweil with associates Julian Azran, Kyle Adams, Lachlan Sievert, Kara Chung, Rebekah Bingham and Jeremie Ruiz. From Texas, Houston partner Joel Mack advised environmental matters.

Energy Harbor’s Financial Advisors: Goldman Sachs & Co. and RBC Capital Markets

Energy Harbor’s Outside Counsel: Dechert as corporate legal counsel and Morgan, Lewis & Bockius as regulatory counsel

Tidewater buys platform supply vessels from Solstad for $577M

Deal Description: Tidewater Inc. announced March 7 a definitive agreement to purchase 37 of Solstad Offshore’s platform supply vessels for $577 million. Tidewater said the deal solidifies it as the leading high-specification PSV operator, enhances its position as the leading global OSV operator with a world-class fleet and creates the world’s largest hybrid fleet. The company said it also creates a platform for cash flow generation, with the acquired vessels having a backlog of $620 million. Assuming the transaction closes at the end of the second quarter, Tidewater is updating its revenue guidance for 2023 to about $1.03 billion, and its vessel operating margin guidance for 2023 remains at around 50 percent.

Tidewater’s Outside Counsel: Vinson & Elkins led by partner Steve Gill, Mike Telle and David Stone with assistance from counsel Jing Tong and associates Chandler Jones and Cole Leveque. Other key team members include, from Texas, partner John Michael (energy transactions/projects)

ZeroNox does $306M merger with SPAC Growth for Good

Deal Description: ZeroNox Inc., a provider of off-highway vehicle electrification, announced March 8 that it will become the first publicly listed company of its kind through a transaction with the Growth for Good Acquisition Corp., a publicly traded special purpose acquisition company. Upon closing, ZeroNox’s common stock is expected to trade on the NASDAQ under the ticker symbol “ZNOX.” The transaction represents an enterprise value of $306 million for ZeroNox. Growth for Good holds about $253 million of cash in trust from its initial public offering in December 2021. ZeroNox said the transportation sector is responsible for a quarter of all global greenhouse emissions and one-third of all emissions in the U.S., citing a United Nations study, and transitioning fleets and fuels to zero-emission is a top priority of country governments, corporations and consumers wanting to lower their carbon footprint. But pain points across the value chain have slowed electrification efforts, it said, including the cost and time required to design, develop and manufacture electric models, a lack of in-house expertise, insufficient infrastructure and limited options for electric vehicle service and support. ZeroNox claims its product suite and partnership strategy provide solutions.

Growth for Good’s Outside Counsel: Skadden, Arps, Slate, Meagher & Flom led by M&A partners Howard Ellin and C. Michael Chitwood in New York but including capital markets associate Austin Porter in Houston.

ZeroNox’s Outside Counsel: Loeb & Loeb

ZeroNox’s Financial Advisor: Chardan Capital Markets

GIO World Health plans $250M merger with SPAC Apeiron

Deal Description: GIO World Health, a recently formed company focused on stem cell research and development, and Apeiron Capital Investment Corp., a publicly traded special purpose acquisition company, announced March 8 that they agreed to combine to bring GIO’s stem cell treatments to market. Apeiron common stock will be listed on either the New York Stock Exchange or NASDAQ and it will be renamed “GIO World Health Holdings Inc.” The deal gives GIO a pre-money enterprise value of $250 million. GIO will own around 80.83 percent of the combined public company post-closing. GIO, founded in 2021 by Anand Srivastava and Deven Patel, plans to distribute products and services globally and may also pursue FDA approval for more advanced therapies. The company expects to mass produce red blood cells from stem cells in a bioreactor to solve the blood shortage problem and provide stem cell-based therapies through their Longevity clinics, which are set to begin in the second half of 2023 focusing on anti-aging treatments. GIO plans to also offer skin care products that will help improve vascularization and healing of inflammation-injured cells.

Expected Closing: H2 2023 if it clears Apeiron shareholders

GIO’s Outside Counsel: Winston & Strawn led by Houston partner Mike Blankenship and including, from Texas, partner Dean Hinderliter and associates John Niedzwiecki, Christine Olivo, Louis Savage, Tori Sharockman, Ben Smolij and Aaron Walker

GIO’s Capital Markets/Financial Advisor: TAG Partners Ltd.

Apeiron’s Outside Counsel: Ellenoff Grossman & Schole

Park Cities completes $67M Elevate acquisition

Deal Description: Fort Worth-based Elevate Credit Inc., a tech-enabled provider of online credit solutions for non-prime consumers, announced Feb. 28 the completion of its acquisition by Park Cities Asset Management, an alternative asset manager focused on providing flexible capital solutions. Park Cities acquired Elevate for $1.87 per share in an all-cash transaction at an implied value of $67 million. With the completion of the transaction, Elevate shares have ceased trading, and once the delisting application becomes effective with the SEC, will no longer be listed on the New York Stock Exchange. The company will continue to operate under the Elevate name and brand.

Elevate’s Financial Advisor: Morgan Stanley & Co.

Elevate’s Outside Counsel: Morrison & Foerster led out of San Francisco but including Austin technology transactions of counsel Lawrence Gallick

Park Cities’ Outside Counsel: Haynes and Boone, Wick Phillips Gould & Martin and Husch Blackwell. From HaynesBoone: Partners Jennifer Wisinski and Stephen Grant assisted by a core deal team that included associates Zach Burnett, Cameron Scales, Matt Barringer, Morgan Smith and Matthew Thompson. Providing additional support from Texas were, on benefits: partner Susan Wetzel and counsel Scott Thompson; environmental: partner Mary Mendoza; insurance: partner David Taubenfeld; labor and employment: partner Raquel Alvarenga; restructuring: partner Ian Peck and associate Jordan Chavez; and intellectual property: partner Gavin George.

From Wick Phillips: partners Chris Kirkpatrick, Steven Rubin and Jason Myers.

From Husch: partner Steve Camp

Viper sells Eagle Ford overriding royalty interests for $53.8M

Deal Description: Porter Hedges said March 10 it represented a unit of Viper Energy Partners, on the divestiture of Viper’s position in the Eagle Ford Shale for $53.8 million. The position consists of 681 net royalty acres of third-party operated acreage. The transaction closed on Dec. 29 and was announced as part of Viper’s earnings announcement on Feb. 21.

From Porter Hedges: Michael Byrd, Shane Sullivan, Geoff Schultz and Nicholas Moore

Marathon Petroleum buys interest in LF Bioenergy for $50M

Deal Description: Marathon Petroleum Corp., or MPC, announced March 8 the acquisition of a 49.9 percent interest in U.S. renewable natural gas producer LF Bioenergy from Cresta Fund Management for $50 million. The agreement includes the potential for up to an additional $50 million based on the achievement of predetermined earn-out targets. LF Bioenergy has been focused on developing and growing a portfolio of dairy farm-based, low carbon intensity RNG projects. Current projects are under various stages of development, with the first facility nearing completion and expected to be in service in the first half of 2023. LF Bioenergy’s management and origination teams continue to expand the portfolio with additional sanctioned projects while progressing its existing pipeline of opportunities toward final investment decisions. As project milestones are achieved, MPC is expected to fund its share of capital expenditures.

MPC’s Outside Counsel: Jones Day led by partners Jeff Schlegel and Alex Wilde

MPC’s Financial Advisor: Barclays

Cresta’s/LF Bioenergy’s Outside Counsel: Weil, Gotshal & Manges led by private equity partner Rodney Moore, counsel Scott Delaney and associates Luke Harley and Luke Smith and including tax partner Jonathan Macke and associate Greg Williamson and real estate attorney Leslie Smith

Cresta’s/LF Bioenergy’s Financial Advisor: Guggenheim Securities

KLX Energy buys all equity interests in Greene’s Energy Group for $30.3M

Deal Description: KLX Energy Services Holdings Inc. said March 8 it acquired all of the equity interests of Greene’s Energy Group, including $1.7 million in cash remaining with Greene’s, in an all-stock transaction. The consideration consisted of issuing about 2.4 million shares of KLX common stock with an implied enterprise value of around $30.3 million, based on a 30-day volume weighted average price as of March 7, without the acquired cash.

KLX’s Outside Counsel: Vinson & Elkins led by partners Mike Marek and Katherine Frank with assistance from partner Sarah Morgan and associates Chandler Jones, John Frey and Rivers Stephens. Other team members included, from Texas, senior associate Grace-Ann Duquette and associate Jennifer Chacon (corporate); partners Ryan Carney and Brian Russell and associate Max Van Benschoten (tax); partners Shane Tucker and Dario Mendoza and senior associate Brian DeShannon (executive compensation/benefits); partner Becky Baker, counsel Alex Bluebond and associate Ashley Plunk (employment/labor); counsel Scot Dixon (real estate); counsel Rajesh Patel and associate Alexa Chally (technology transactions/IP); partner Matt Dobbins (environmental); and partner Sarah Mitchell and associate Victoria Bahrami-Negad (insurance).

Greene’s Outside Counsel: Sidley Austin advised Greene’s Energy with a team led from Houston by partners Atman Shukla, George Vlahakos and Cliff Vrielink. They were assisted by associates Ashley Moulder and Aashiq Jivani, along with partner Zackary Pullin.

Greene’s Financial Advisor: Simmons Energy, a division of Piper Sandler

Builders FirstSource pays $83M for Noltex

Deal Description: Alston & Bird said March 9 it represented Builders FirstSource, a manufacturer and distributor of building products to professional homebuilders, on its $83 million acquisition of Texas-based building materials company Noltex Holdings Inc. The deal was announced Feb. 28.

From AB: The team was led by partner Kyle Healy in Atlanta.

Funga attracts $4M seed financing

Deal Description: Gunderson Dettmer said last month it represented Funga PBC, a nature-based carbon removal technology company, on its $4 million seed financing led by Azolla Ventures. Funga is developing solutions to address climate change by leveraging the power of the fungal microbiome to remove carbon dioxide from the atmosphere. The company will use the new capital to accelerate the development of its proprietary software and datasets and scale the footprint of its restoration projects.

From Gunderson: The team was led by Wes Watts in Austin and included Emma Anderson and Sean Patrick McGinley

Carlyle sells PrimeFlight to Sterling Group, Capitol Meridian

Deal Description: Funds managed by global investment firm Carlyle announced March 6 a definitive agreement to sell Texas-based PrimeFlight Aviation Services to Capitol Meridian Partners and the Sterling Group in a 50/50 partnership for undisclosed terms. PrimeFlight, based in Sugar Land, is a global provider of aircraft, passenger and security-related services to commercial airline, airport, cargo and general aviation customers. PrimeFlight has operations across 235 stations and 12,000 employees globally with primary operations in North America and Europe. Typical enterprise values of Sterling’s companies at initial formation range from $100 million to $750 million. Sterling has sponsored the buyout of 64 platform companies and add-on acquisitions for a transaction value of $14 billion and has over $5.1 billion of assets under management. Carlyle has $373 billion of assets under management.

PrimeFlight/Carlyle’s Outside Counsel: Latham & Watkins led out of Washington, D.C.

PrimeFlight/’s Financial Advisors: Morgan Stanley & Co and Jefferies

Capitol Meridian/Sterling’s Outside Counsel: McDermott Will & Emery led out of Chicago and New York

Chevron’s Bayou Bend expands carbon capture project through acreage acquisition

Deal Description: Bayou Bend CCS, a carbon capture and sequestration project along the Texas Gulf Coast, announced March 6 an expansion of its carbon dioxide storage footprint through the acquisition of nearly 100,000 acres onshore in Chambers and Jefferson Counties, Texas. The increased acreage positions Bayou Bend to be one of the largest carbon storage projects in the U.S. Bayou Bend is a joint venture between Chevron U.S.A. Inc. through its Chevron New Energies division, Talos Energy Inc. through its Talos Low Carbon Solutions division and Carbonvert Inc. Equity interests remain at 50 percent Chevron, 25 percent Talos and 25 percent Carbonvert with Chevron becoming operator as of March 1.

Chevron’s Outside Counsel: Latham & Watkins led by Houston partner Lauren Anderson with Houston associate Omar Shariff. Advice was also provided on tax matters by Houston partner Jim Cole with Houston associate Christine Mainguy.

Fusion Pharmaceuticals buys RadioMedix’s program

Deal Description: Gunderson Dettmer said last month it represented past client RadioMedix Inc., a clinical-stage biotechnology company, on the acquisition of its 225Ac-PSMA-I&T program, a targeted alpha therapy for metastatic castration-resistant prostate cancer, by Fusion Pharmaceuticals Inc. Terms weren’t disclosed. RadioMedix develops targeted radiopharmaceuticals for diagnostic imaging and therapy of cancer designed to improve patient outcomes and quality of life. Through this acquisition, the two companies can support further development of commercialization for the therapy.

From Gunderson: The team was led by Wes Watts and Alex Devine and included Ben Cukerbaum, Melissa Brekke and Sean Patrick McGinley.

Captrust buys Monroe Vos

Deal Description: Alston & Bird said March 9 it represented Raleigh, N.C.-based Captrust Financial Advisors, the country’s largest independent registered investment advisor, on its acquisition of Houston-based investment advisory firm Monroe Vos Consulting Inc. Terms weren’t disclosed. The target, which also has an office of Birmingham, Ala., provides advisory services for retirement plan sponsors and high-net-worth individuals. The addition of Monroe Vos brings more than $5.8 billion in assets and a team of 17 professionals to Captrust’s portfolio. The deal is the first for Captrust in 2023 and the 64th since 2006.

Monroe Vos’ Financial Advisor: Park Sutton Advisors, a unit of Waller Helms

From Alston Bird: The team was led by partners Chris Frieden and Ian Calhoun in Atlanta.

Zenoss attracts Series C-2 financing

Deal Description: DLA Piper said March 10 it counseled management of Austin-based Zenoss on its Series C-2 financing. Terms weren’t disclosed. The deal closed Jan. 31. The company is a provider of intelligent SaaS application and IT service monitoring.

From DLA: Partner John Gilluly in Austin

BoomTown sells to Inside Real Estate

Deal Description: DLA Piper said March 10 it advised Charleston, S.C.-based BoomTown on its sale to Inside Real Estate, a private equity-backed residential real estate software company in Missouri. Terms weren’t disclosed on the deal, which closed Jan. 19 and was announced Jan. 20.  BoomTown is a cloud-based sales and marketing automation platform serving more than 100,000 real estate professionals.

From DLA: Partner Joseph Fore in Austin

BoomTown’s Financial Advisor: Houlihan Lokey

Inside Real Estate’s Outside Counsel: Kirkland & Ellis

CAPITAL MARKETS/FINANCINGS

HAK advises on Florida Power & Light’s $2.5B first mortgage bonds 

Deal Description: Hunton Andrews Kurth said March 10 it advised the underwriters on a SEC-registered offering by NextEra Energy Inc. unit Florida Power & Light Co. of $2.5 billion in three sets of first mortgage bonds: $1 billion of its 5.05 percent series due April 1, 2028, $750 million of its 5.10 percent series due April 1, 2033, and $750 million of its 5.30 percent series due April 1, 2053.  FPL is a rate-regulated electric utility engaged primarily in the generation, transmission, distribution and sale of electric energy in Florida. FPL is the largest electric utility in Florida and one of the largest electric utilities in the U.S. As of Dec. 31, 2022, FPL had 32,100 megawatts of net generating capacity, 88,000 circuit miles of transmission and distribution lines and 871 substations. FPL serves 12 million people through 5.8 million customer accounts.

Underwriters: Led by BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co., KeyBanc Capital Markets Inc. and Mizuho Securities USA 

From HAK: The team included Steven C. Friend, Brendan P. Harney, Michelle G. Chan, Jingyi “Alice” Yao and Thomas White. Robert McNamara and Tim Strother in Houston provided tax advice.

FLP’s Outside Counsel: Morgan Lewis & Bockius

Permian Resources closes $302.5M offering of shares owned by NGP, Riverstone

Deal Description: Permian Resources Corp. announced March 7 the commencement of an underwritten public offering of an aggregate 27.5 million shares of its Class A common stock by affiliates of NGP Energy Capital and Riverstone Investment Group. The secondary was priced at $11 per share, so the transaction value should be $302.5 million. Permian Resources won’t sell any shares of Class A common stock in the offering and won’t receive any proceeds. The selling stockholders were expected to grant the underwriters a 30-day option to purchase up to an additional 4.125 million shares of Class A common stock at the public offering price minus underwriting discounts and commissions. The offering closed March 10. Along with the closing, the company intended to purchase from the NGP Stockholders 2.75 million common units representing limited liability company interests of Permian Resources Operating, a unit of Permian Resources.

Book-Running Managers: J.P. Morgan and Citigroup

Permian Resources’ Outside Counsel: Vinson & Elkins led by partners Doug McWilliams and Jackson O’Maley and senior associate Alex Lewis with assistance from associates Nate Richards, Delery Perret, Autumn Simpson and Kelli Westmoreland. Also advising were partners John Lynch and Wendy Salinas and associate Jeff Slusher (tax); partner David D’Alessandro and counsel Regina Ibarra (executive compensation/benefits); and partner Matt Dobbins and associate Ryan Vanderlip (environmental).

Atlas Energy Solutions prices $292M IPO

Deal Description: Austin-based Atlas Energy Solutions Inc. announced March 8 the pricing of its initial public offering of 18 million shares of its Class A common stock at $18 per share.  The company originally expected that the IPO would be priced between $20 and $23 per share. The shares started trading on the New York Stock Exchange under the ticker symbol “AESI” on March 9. Atlas granted the underwriters a 30-day option to purchase up to an additional 2.7 million shares. Atlas intends to contribute the net proceeds of around $292.9 million, or $338.4 million if the underwriters exercise in full their option, to its subsidiary Atlas Sand Operating Co. in exchange for limited liability company units in Atlas Operating, which will contribute the net proceeds to Atlas Sand Co. Atlas expects to use a portion of the net proceeds to fund the construction of the Dune Express conveyor system and the remainder for general corporate purposes.

Expected Closing: March 13

Underwriters: Goldman Sachs & Co., BofA Securities and Piper Sandler

Atlas’ In-House Counsel: Dathan Voelter, a former V&E attorney, is its general counsel

Atlas’ Outside Counsel: Vinson & Elkins led by Douglas McWilliams and Thomas Zentner, counsel Andrew Schulte and senior associate Todd Hartis with assistance from associates Layton Suchma, Chase Browndorf and Jonathan Burks. Other key team members included partners David Peck, Jason McIntosh, Brian Russell and associate Keleigh Carver (tax); partner David D’Alessandro and counsel Missy Spohn (executive compensation/benefits); partner Matt Dobbins and associate Ryan Vanderlip (environmental); and associates Carli Gish, Walt Baker and Phillip Greenfield (corporate).

Underwriters’ Outside Counsel: Latham & Watkins led by partners David Miller in Austin and Monica White in Houston with Austin associates Pia Kaur and Connor Adams and Houston associates Nathaniel Bass, Wole Oluborode and Rebekah Bingham. Advice was also provided tax matters by Houston partner Bryant Lee with Houston associate Dylan White; on environmental matters by Houston partner Joshua Marnitz; and on ESG matters by Austin partner Sarah Fortt.

Notes: The IPO is the second biggest so far this year after solar power equipment maker Nextracker Inc., in an ongoing trend toward more such issues.

Enviva announces $250M PIPE transaction

Deal Description: Enviva Inc. announced March 1 it agreed with board members and insiders for the issuance and sale of $250 million of equity securities. The private investment in public equity, or PIPE, was led by affiliates of Enviva’s two largest shareholders, Riverstone Holdings and Inclusive Capital Partners and BTG Pactual. If shareholder approval is required based on the PIPE’s pricing, Enviva will issue non-voting preferred stock on the closing date, which will convert into common stock upon shareholder approval of the issuance. The net proceeds are expected to be around $247 million after deducting expenses, which Enviva plans to use to fund its growth capital program and repay borrowings under its revolver and for general corporate purposes.

Expected Closing: March 20

Enviva’s Outside Counsel: Vinson & Elkins led by partner Ramey Layne and counsel Joanna Enns with assistance from associates Joe Milano, Chandler Spinks, Jake Lubenow and Kylie Kopp

DigitalBridge provides $100M debt financing to Surf Internet

Deal Description: White & Case said March 7 it advised DigitalBridge Credit, a unit of digital infrastructure investment firm DigitalBridge Group Inc., on a $100 million debt financing provided to Surf Internet, a fiber-optic high-speed internet service provider in the U.S.’ Great Lakes region. The financing will support Surf’s plan to expand its network into more than 60 markets while strengthening its multi-gig capabilities, which includes exceeding 100,000 fiber passings in 2023 and roughly doubling its fiber passings through 2024. DigitalBridge Credit offers senior and junior debt financing for digital infrastructure companies in North America and Europe and manages a $50 billion portfolio of digital infrastructure assets on behalf of its limited partners and shareholders.

From White & Case: The debt finance team was led by partner Eric Klar in Miami but included associates Litian Chen in Houston and Yana Gontcharova in New York.

Claire Poole

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

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