The Texas Lawbook

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CDT Roundup: 23 Deals, 18 Firms, 135 Lawyers, $3.7B

With news of another bank bailout this week, oil and gas dealmakers may well be wondering where they will be able to find their next credit facility.

Come to think of it, that’s probably not much of a stretch: dealmakers are always wondering where their next batch of cash will be coming from. It’s what they do: no money, no deal.

That’s particularly true in the oil patch, which has been buffeted of late by institutional caution, lower than expected demand, finicky capital markets and perhaps its own historical reputation for the occasional lapse in fiscal discipline.

But we don’t have to guess what the oil and gas dealmakers are thinking these days. Since 2015, Haynes Boone Houston energy partner Buddy Clark and his colleagues have been conducting semi-annual surveys on energy lending expectations, and the results of their spring 2023 studies were released just last week.

“The Haynes Boone Borrowing Base Redetermination Survey” revealed a pessimistic turn since the fall of 2022. In a polling heavily weighted toward O&G lenders (42%) and O&G borrowers (36%), three quarters of the respondents (75%) said they expect decreases in the borrowing base from 10 percent to as much as 30 percent. Moreover, more respondents anticipate higher hedging percentages for future production over the next 12 months — further evidence of their near-term pessimism.

Perhaps more interesting was a breakdown of the sources of capital producers are expecting to tap over those same 12 months. There were 329 total responses (respondents were allowed to choose more than one expected source) and some of the numbers were slightly surprising.

Only a handful of the producers (7%) said they expected to source cash from capital markets (2% in equity, 5% in debt). That’s a drop from the fall 2022 survey for both (from 6% for equity capital and from 9% for debt capital).

More producers said they would fund their capital needs from cash flow (24%) than from bank debt (20%). And more were inclined to depend on equity capital from private family offices (12%) than from private equity firms (11%).

The survey also suggests that lenders are lukewarm, at best, to asset-backed securitizations, a few of which have found their way into oil and gas deals of late. While most (42%) viewed ABS vehicles neither favorably nor unfavorably, even more (48%) viewed them as unfavorable. The same percentage who viewed ABS transactions as favorable at all (12%) viewed them as “very unfavorable.”

Driving the pessimism, in part, is lower than expected spring base case pricing, which is down about 35% from what was being predicted in the fall of 2022, as reflected in the “Haynes Boone Energy Bank Price Deck Survey.”

Clark himself says pessimism in the energy industry can be viewed as the same uncertainty as any other industry. The survey was taken during a string of events: the Silicon Valley Bank failure, the determination by OPEC+ to temporarily reduce production, etc. And, not unlike the commercial real estate industry, the energy industry is still assessing its current inventories in view of future investment.

“The survey is not a perfect picture of future energy pricing, but it’s a good indication what producers and lenders are worried about,” Clark says.

The week ending April 29 saw 17 M&A/funding deals for nearly $2 billion and six CapM transactions for $1.7 billion. We’ll do the math for you: That’s 23 transactions at a combined value of $3.7 billion. It’s hard to complain when it compares so favorably, at least on a transaction basis, with last week’s 16 deals for $5.6 billion and 16 for $2.3 billion for the same week last year.

Weekly Corporate Deal Tracker Roundup Stats

A compilation of weekly stats from The Lawbook's CDT Weekly Roundup
(Deal Values in Millions)
Week EndingDeal CountAmountFirmsLawyersM&A CountM&A Value $MCapM CountCapM Value $M
May 20, 202311$22,458.181034$19,4557$3,003
May 13, 202312$7,034101018$5,4604$1,574
May 6, 202320$3,297.61819617$2,985.63$312
April 29, 202323$3,691.21813517$1,969.76$1,721.5
April 22, 202316$5,5701410414$4,7502$1,000
April 15, 202312$23,818.195910$21,618.12$2,200
April 8, 202316$7,94991739$5,4727$3,477
April 1, 202321$18,676.71217511$10,926.710$7,750
March 25, 202315$8,779.5101415$2,36210$6,416.5
March 18, 20237$14,048.86695$13,3452$703.8
March 11, 202321$11,5761616516$8,1315$3,445
March 4, 202320$9,6681122816$8,2094$1,459
February 25, 202313$5,3351313012$4,2351$1,200
February 18, 202314$5,743.7131588$898.76$4,845
February 11, 202316$12,0881213712$9,9654$2,123
February 4, 202317$8,0661514013$5,6144$2,452
January 28, 20237$2,1807755$1,692.752$488
January 21, 202317$5,7681617412$1,9185$3,850
January 14, 202311$2, 800101028$4213$2,400
January 7, 202318$8,2961116714$6,4613$1,835
December 31, 202214$2,732119912$2,0922$640
December 1714$7,9191311512$7,4191$500
December 10, 202214$10,093128811$7,0933$3,000
December 3, 202226$12,800.91117220$4,1416$8,659.9
November 26, 20228$2,266.7853$765$2,190.7
November 19, 202221$2,8861521219$2,5502$336
November 12, 202213$15,093.79819$14,2004$893.7
November 5, 20222519,337.21650922$8,267.23$11,070
October 29, 202215$7,805.3911614$7,180.31$625
October 22, 202220$8,193.51325313$5,4427$2,751.5
October 15, 20229$3,046.191397$2,588.32$457.8
October 8, 202219$2,011.81211416$833.83$1,178
October 1, 202223$5,532.91615618$4,952.35$580.6
September 24, 202218$5,1941421615$4,0503$1,144
September 17, 202221$8,352.31232015$4,759.66$3,592.7
September 10, 202215$19,853.51012613$19,403.62$450
September 3, 20229$2,3129629$2,31200
August 27, 202216$30,891.71013515$30,666.41227.7
August 20, 202212$1,977815299253$1,052
August 13, 202218$8,004.71124211$2,844.77$5,160
August 6, 202224$7,948.91224017$3,5777$4,371.9
July 30, 20228$6,9419787$6,8391$102
July 23, 202211$801119210$80110
July 16, 202214$3,6501012214$3,65000
July 9, 202210$3,557.77689$3,557.710
July 2, 202218$8,609.41315215$2,754.43$5,855
June 25, 202215$6,142131469$2,0176$4,125
June 18, 202217$11,890.11422815$11,4102479.7
June 11, 202217$7,6001212310$2,3007$5,300
June 4, 202212$2,937101279$6923$2,245
May 28, 20229$3,197.611869$3,197.600
May 21, 202214$7,284.51218511$6,6093$675.5
May 14, 202211$306.698010$306.61$225
May 7, 202216$10,451.751210812$1,8274$8,624.75
April 30, 202216$2,296.51615712$895.54$1,401
April 23, 202210$2,24111588$16412$600
April 16, 202211$6,64371568$2,3593$4,284
April 9, 202217$4,4291418411$1,6906$2,739
April 2, 202213$1,75588410$1,1453$610
March 26, 202211$3,2058656$2005$3,005
March 19, 202213$2,239.17910613$2,239.1700
March 12, 202218$12,0161123915$11,9652$51.35
March 5, 202217$6,7861313713$5,1614$1,625
February 26, 202212$5,09581499$4,437.53$658
February 19, 202217$22,2291717414$21,3543$875
February 12, 202212$2,344.710738$641.74$1,703
February 5, 202211$2,50389911$2,50300
January 29, 202211$3,8721210112$3,87200
January 22, 202213$5,143.5109912$4,842.51$301
January 15, 202212$7,60591559$6,4803$1,025
January 8, 202213$8,256.21110213$8,256.200
January 1, 20229$1,273.86509$1,273.800
December 25, 202121$4,734.751117616$3,4105$1,324.75
December 18, 202126$7,325.21519318$3,640.28$3,685.2
December 11, 202116$5,0171010913$1,4173$3,600
December 4, 202114$2,3108868$2,3106$1,882.05
November 27, 20219$3.460.1101016$1,7583$1,702.6
November 20, 202120$22,7921515712$18,864.58$3,928
November 13, 202121$26,7291217813$11,8228$14,907
November 6, 202112$8,3031315710$6,6823$1,621
October 30, 202121$10,3681521815$9,24.46$1,103.
October 23, 202121$18.783.11522211$12,31410$6,468.6
October 16, 202115$3,8681111815$2,2932$1,575
October 9, 202120$8,6101617516$7,7954$815
October 2, 202114$6,2501113710$5,2004$1,050
September 25, 202111$11,4609937$10,2004$1,250
September 18, 202111$16,6038998$15,0843$1,519
September 11, 202117$10,6531110313$8,5034$2,150
September 4, 202113$7,222108911$6,7152$507
August 28, 202112$76396311$6631$100
August 21, 202112$29,65977911$29,5791$80
August 14, 202122$17,8451119912$12,80510$5,04
August 7, 202117$13,6701213915$11,7662$1,904
July 31, 202121$8,1601113410$3,57410$4,586
July 24,202121$6,3671113915$3,7126$2,655
July 17, 202114$4,0091112412$2,0152$1,994
July 10, 202116$3,9971314311$1,5974$2,4
July 3, 202124$7,492139416$3,7698$3,722
June 26, 202110$4,9957858$3,8472$1,148
June 19, 202128$16,83082289$1,86119$14,968
June 12, 202126$27,2381520919$25,6027$1,636
June 5, 202115$15,5391310013$14,7092$600
May 29, 202135$20,2791114528$18,647$1,639
May 22, 202124$53,2081417417$51,0477$2,161
May 15, 202118$10,6201322011$5,8707$4,809
May 8, 202117$10,4001115615$8,3862$2,500
May 1, 202121$7,2001611512$3,8089$3,392
April 24, 20218$20,2009318$20,20000
April 17, 202114$6,270810211$4,01803$2,260
April 10, 202115$8,9401312914$7,9901$950
April 3, 202118$19,5131015112$16,9236$2,590
March 27, 202127$13,9421524414$4,30013$9,633.5
March 20, 202111$2,04641023$2708$1,776
March 13, 202115$3,27091096$5389$2,732
March 6, 202124$13,6171019613$10,39511$3,222
February 27, 202119$8,1051213915$4,9704$3,135
February 20, 20219$8,82091538$8,5201$300
February 13, 202112$4,852.678172,7665$2,086.6
February 6, 202118$9,7521315314$5,2224$4,530
January 30, 202118$9,449918215$8753.83$695.3
January 23, 202114$8,15081186$4,0008$4,150
January 16, 202117$6,7831313811$2,4006$4,382.9
January 9, 202122$6,8291413518$3,139.34$3,690
January 2, 20217$1,4667607$1,46600
December 26, 202018$15,9001216316$5,3001$600
December 19, 202018$9,7691411014$8,4264$1,343
December 12, 202010$7,20091009$3,3251$3,830
December 5, 202015$4,26191229$2,7806$1,481
November 28, 202019$7,7581011013$4,0036$3,755
November 14, 202014$864.11415712$289.12$575
November 7, 202013$6,33291299$2,483.54$3,849
October 31, 202010$3,995.881036$3,231.14$754.7
October 24, 20206$18,1006585$17,7091$350
October 17, 20208$351.95558$351.900
October 10, 20207$5,2293504$7353$4,494
October 3, 202014$21,42891739$17,5355$3,893
September 26, 202010$12,7708935$10,3005$2,470
September 19, 202014$8,36591016$1,0208$7,345
September 12, 20206$4,4068593$1,2703$3,136
September 5, 202011$5,19181179$4,0612$1,130
August 29, 202011$2,5319945$1,1306$1,401
August 22, 202018$6,574121407$1,93011$4,644
August 15, 202013$4,99110977$1,2166$3,775
August 8, 202012$32,092111129$30,4573$1,635
August 1, 20207$5,2878765$3,6872$1,600
July 25, 20209$18,7516677$18,4032$348
July 18, 20206$1,982.55504$1,407.52$575
July 11, 202011$565.1127510$65.11$500
July 4, 202010$8,8898989$8,7881$100.3
June 27, 20208$6,87410505$4,972.53$2,081.5
June 20, 202012$4,44491157$2,8295$1,615
June 13, 20206$3,5824372$3504$3,232
June 6, 202011$3,213.78657$4704$2,743.7
May 30, 20208$7,3357486$4,6392$2,697
May 23, 20204$432.44343$432.410
May 16, 20206$3106345$31010
May 9, 202018$5,6301612414$3,1804$2,450
May 2, 20201510,40010908$1,9007$,8,500
April 25, 20208$3,4009365$1,0003$2,450
April 18, 202019$9,50014928$185.711$9,360
April 11, 202012$6,0009405$1907$5,800
April 4, 202014$8,200116810$2,2004$6,000
March 28, 202016$6,500139610$3,7006$2,800
March 21, 202011$11,9107337$2,2504$9,960
March 14, 20207809.86346684.81125
March 7, 202016$2,500157013$6693$1,400
February 29, 202013$15,2601312811$11,7602$3,500
February 22, 202012$3,700109210$2,5602$1,130
February 15, 202016$1,250108412$354$1,222
February 8, 202018$6,0801412314$2,5954$3,485
February 1, 202021$20,9001210114$17,8607$3,060
January 25, 202013$7,430136212$6,4301$1,000
January 18, 202023$9,5801512019$6,5804$3,000
January 11, 202021$14,2001819916$1,0205$13,200
January 4, 202022$6,4001111916$3,2046$3,245
December 28, 201922$7,1501917518$6,8004$327.4
December 14, 201924$36,3002316719$9,5005$26,800
December 7, 201911$10,40011557$1,0824$9,370
November 30. 201914$2,4501212612$1,7602$692.5
November 23, 201916$1,995104111$6155$1,380
November 16, 201915$3,8201313511$2,5004$1,271
November 9, 201925$12,9001718223$12,2002$575
November 2, 201910$2,470126192,4503$22
October 26, 201912$5,560147011$3,8601$1,700
October 19, 20198$6,60081388$6,60000
October 12, 201919$4,300145516$3,8003$500
October 5, 201918$14,5001916615$11,1003$3,400
September 28, 201919$8,1001813218$7,5601$550
September 21, 201914$6,300166611$2,1603$4,170
September 14, 201915$23,800125611$21,2504$2,570
September 7, 201917$3,500159814$1,9003$1,600
August 31, 20195$8,7006505$8,70000
August 24, 201916$10,000148215$4,2501$5,750
August 16, 201910$1,6805527$6503$950
August 9, 201917$17,700156814$3,9003$13,800
August 2, 201913$5,7601210813$5,760NANA
July 27, 201911$7,30013768$6,5703$730
July 20, 201913$11,8001312511$5,3002$6,500
July 13, 201910$7757468$542.52$233
July 6, 20197$2,5009857$2,50000
June 29, 201923$8,2901515417$2,3006$5,970
June 22, 201917$10,7001013914$7,7003$3,000
June 15, 201911$13,5001416011$13,500NANA
June 8, 201913$2,870175511$1,5702$1,300
June 1, 201910$4,46011608$4,1402$315
May 25, 201917$4,360147914$3,7003$612
May 18, 201922$9,0001715016$3,4006$5,600
May 11, 201918$19,8001717715$18,3003$1,500
May 4, 201910$7,0756328$6,9002$175
April 27, 201915$3,2001411714$3,1601$40
April 20, 201913$13,50010909$12,2004$1,300
April 13, 201916$38,900149114$37,8002$1,100
April 6, 201912$6,870119410$6,7302$50
March 30, 201915$6,470128410$7,91.55$5,677
March 23, 201918$6,450149114$5,0424$1,408
March 16, 201914$10,1801211511$8,8003$1,300
March 9, 20199$1,8006498$1,3001$500
March 2, 201920$3,0331610714$1,8176$1,262
February 23, 201912$2,0408699$614.63$1,430
February 16, 201916$9,970187716$9,97000
February 9, 201914$6,4001011014$6,40000
February 2, 201918$6,740159916$5,7202$950
January 26, 201913$2,770116711$918.952$1,850
January 19, 201915$3,819167612$2,5943$1,225
January 12, 201918$7,283149215$1,6833$5,600
January 5, 201910$529125010$52900
December 22, 201817$2,570138714$9413$1,629
December 15, 201810$2,8608268$2642$2,600
December 8, 201815$1,819166512$5523$1,267
December 1, 201812$7,50010909$1,2003$6,200
November 28, 201815$4,5001110714$4,0001$500
November 19, 201818$6,137139813$2,1425$3,995
November 14, 201818$9,2001315215$8,5003$694
November 6, 201816$17,3001618314$16,3612$950
October 29, 201814$14,4001812717$13,8001$600
October 24, 201813$6,1401312611$5,1222$1,018
October 17, 201818$18,3901512514$12,2924$6,098
October 10, 201829$3,1491810420$1,6479$819
October 2, 201818$9,300116714$7,3004$2,000
September 25, 201813$7,000117510$6,0003$995
September 18, 20189$3,5707449$3,57000
September 11, 201813$5,9001013213$5,90000
September 7, 201814$5,000158611$4,0003$1,000
August 29, 201815$20,700147913$4,7002$16,000
August 20, 201810$12,40011538$11,3803$1,057
August 14, 201812$19,900121329$18,8893$1,011
August 7, 201816$68,6001110613$67,2593$1,340
July 31, 201815$15,100159511$13,0604$2,060
July 23, 201813$2,130156010$1,8043$1,100
July 17, 201814$5,37017989$4,3105$1,100
July 9, 201816$11,200157410$11,0806$862
July 3, 201813$7,00078112$6,3301$750
June 25, 201815$8,80013979$4,9706$3,930
June 18, 201813$14,20014807$2216$14,290
June 11, 201812$6,3008968$5,9104$803
June 6, 201813$14,50010888$14,1545$579
May 31, 201811$4,89010638$3,2403$1,790
May 22, 201815$20,40011639$19,8086$885
May 15, 201815$4,7001510610$3,9005$643
May 9, 201811$1,40013889$1,3002$560
May 1, 20188$14,2507887$13,4001$450
April 24, 201812$5,30066111$4,4701$800
April 17, 20189$1,80010447$2,3302$1,434
April 11, 201811$2,5008326$1,6905$809
April 3, 201815$13,400111219$12,0206$1,090
March 28, 201810$4,00010927$3,8703$215
March 19, 201817$5,800135110$5907$5,165
March 12, 201815$3,130114311$2,3604$788
March 6, 201819$5,4001311610$1,5309$4,860
February 27, 201820$6,600136914$5,5306$1,030
February 19, 201815$5,5001411110$3,9906$1,980
February 12, 201823$10,9001715712$7,11011$3,840
February 5, 201816$8,600131007$1,3309$7,800
January 30, 201811$12,60011685$7,3006$4,982
January 24, 201819$9,400151295$2,01014$7,337
January 18, 201810$6,2808492$2,1008$4,188
January 9, 201812$16,50012929$15,8903$475
January 3, 201810$2,5009478$2,3502$150
December 27, 201715$9,000151139$7,5686$1,784
December 18, 201715$13,800161649$13,0107$1,118
December 11, 201714$9,7001012612$2,9404$8,500
December 4, 20176$1,8006315$1,5101$300
November 28, 20177$3,8508764$3,2603$285
November 16, 201710$2,70010486$1,8404$856
November 8, 201715$2,380179110$1,8605$516
November 1, 201712$4,70017949$3,4004$1,300
October 23, 201715$10,500106710$9,7804$1,530
October 18, 20176$2,000373$2253$1,820
October 10, 201712$6,5701009$3,8803$3,360
October 2, 20178$3,10011193$1,6305$1,750
September 25, 20178$4,8808795$2,6605$2,070
September 18, 20179$4,7703$3006$4,470
September 12, 201711$4,4308$2,0303$2,400
September 1, 20174$1,3103$3171$1,000
August 23, 201711$13,64098$11,8403$1,800

M&A/FUNDINGS

FireBird Energy II attracts $500M from Quantum

Deal Description: FireBird Energy II announced April 21 the company secured equity commitments of more than $500 million anchored by funds managed by Quantum Energy Partners. The founders and employees of FireBird II, along with other strategic partners, are making significant equity commitments to the company alongside Quantum. Headquartered in Fort Worth, FireBird II will invest in oil and gas properties in the Permian Basin with a primary focus on the Midland Basin. FireBird II was formed following the recent successful sale of FireBird Energy to Diamondback Energy Inc. in November 2022 for about $1.6 billion.

FireBird Energy II’s Outside Counsel: Akin led by corporate and finance partners Wesley Williams and Cole Bredthauer and including tax partner Julia Pashin, corporate and finance counsel Eduardo Canales and Mary Lovely and associates Dominic Riella and Bryce Couch.

Quantum’s Outside Counsel: Vinson & Elkins led by partner Robert Hughes with assistance from associates Charlie Fitzpatrick and Drew Clements. Also advising was partner John Lynch, senior associate Curt Wimberly and associate Ryan Dolmanet (tax).

Picard Medical proposes $480M merger with SPAC Altitude

Deal Description: Picard Medical Inc., the parent of mechanical heart replacement provider SynCardia Systems, announced April 24 that it entered into a definitive combination agreement with Altitude Acquisition Corp., a publicly traded special purpose acquisition company, that will result in Picard becoming a publicly listed company. Upon closing of the transaction, Altitude will be renamed Picard Medical Holdings Inc. and is expected to remain listed on Nasdaq. The proposed transaction puts Picard at an enterprise value of $480 million, assuming no redemptions by Altitude shareholders, and calls for the combined company to have at least $38 million in net cash at the time of closing. Existing Picard equity holders will roll all of their shares into the combined public company. Proceeds are expected to accelerate SynCardia’s international expansion, support its pursuit of FDA approval for long-term indications and advance research and development of next generation products. SynCardia manufactures, sells and markets the world’s first and only FDA approved and commercially available Total Artificial Heart to replace the full functions of a failing or failed human heart caused by end-stage, biventricular heart failure. SynCardia’s products are approved for use in many countries, including the U.S. and Canada. SynCardia is working with regulatory authorities to have its CE mark reinstated under EU MDR for most European Union countries. SynCardia has completed more than 2,000 implants at 140 hospitals, prolonging the lives of patients facing terminal outcomes with few alternative treatment options available. SynCardia projects substantial growth in 2023, with sales expected to accelerate due to planned upgrades and new products, enhanced sales and marketing activities, international expansion and pursuit of FDA approval of its existing TAH to a long-term indication. SynCardia is expected to break even by 2024.

Expected Closing: Q3 or Q4 2023 if it clears Altitude and Picard stockholders

Altitude’s Outside Counsel: White & Case led by partners Elliott Smith and Bryan Luchs in New York and Emilio Grandio in Houston

Picard’s Outside Counsel: Winston & Strawn led by partner Mike Blankenship and including, from Texas, partners Chris Ferazzi and Dean Hinderliter and associates Jonathan Bodle, Collin Groebe, Andrew Homann, John Niedzwiecki, Robbie Oakes and Aaron Walker

OpSec to go public via $426M merger with SPAC Investcorp Europe

Deal Description: OpSec Group, a provider of brand protection solutions and intellectual property management, and Investcorp Europe Acquisition Corp I, a special purpose acquisition company, announced April 26 that they agreed to merge that would result in OpSec becoming a public company under the same name. OpSec is a portfolio company managed by Investcorp Technology Partners, affiliate of Investcorp Europe’s sponsor. After the merger, a fund managed by a member within Investcorp Europe’s parent, Investcorp Holdings BSC, will continue to hold a controlling economic and voting interest. The pro forma enterprise value of the combination is about $426 million. The transaction is supported by a $50 million backstop by the sponsor of Investcorp Europe, with up to $199 million in gross transaction proceeds available subject to redemptions by Investcorp Europe shareholders. Any incremental proceeds to be held on balance sheet, with investors rolling 96 percent of their pro forma ownership. OpSec helps enterprises optimize, monetize and protect the value of their identities, ideas and assets through technology-enabled services, products and solutions. Around 5,000 brands use OpSec, including media and technology, sports and apparel and consumer and industrial products as well as governments and financial institutions. On April 18, OpSec acquired Zacco, an intellectual property management and protection company based in Copenhagen, Denmark. Including Zacco, pro-forma fiscal 2023 revenue is expected to be around $218 million and EBITDA margins have expanded since fiscal 2021.

Expected Closing: H2 2023 if the deal clears Investcorp Europe shareholders and regulators

Investcorp Europe’s Capital Markets Advisor: Citigroup Global Markets Inc.

Investcorp Europe’s Financial/Capital Markets Advisor: Credit Suisse Securities

Investcorp Europe’s Outside Counsel: Shearman & Sterling led by partners Bill Nelson, Emily Leitch and Alain Dermarkar and including Sara Prendergast, Emily Greenwood, Emily Kelly, Samantha Favela, Michael Walraven and Tim Doyle

OpSec’s Outside Counsel: Proskauer Rose

Citigroup/CS’ Outside Counsel: Skadden, Arps, Slate, Meagher & Flom

Ohmium closes $250M fundraise led by TPG Rise Climate

Deal Description: Ohmium International, a green hydrogen company that designs, makes and deploys proton exchange membrane electrolyzer systems, announced April 26 the close of a $250 million Series C growth equity financing. The round was led by TPG Rise Climate, the climate investing strategy of TPG’s global impact investing platform TPG Rise. It also included participation from Hanover Technology Investment Management and existing investors Energy Transition Ventures and Fenice Investment Group. The funding will be used to support Ohmium’s expansion to two gigawatts in annual manufacturing capacity and the deployment of projects for its growing global customer pipeline in regions including the U.S., Europe, India and the Middle East. The investment will also provide capital to scale Ohmium’s business, including accelerating its research and development programs to reduce the cost of green hydrogen production.

Ohmium’s Placement Agents: Barclays and BofA Securities

Ohmium’s Outside Counsel: Skadden, Arps, Slate, Meagher & Flom and Spice Route Legal

TPG’s Outside Counsel: Kirkland & Ellis led by corporate partners Kristin Mendoza and Austin Uhm in New York but the team included, from Texas, capital markets partners Jennifer Wu and Bryan Flannery, tax partner William Dong and environmental transactions partners Jon Kidwell and Jim Dolphin

U.S. Energy Development buys stake in Midland Basin project for $225M

Deal Description: U.S. Energy Development Corp., an exploration and production company focused on the development of energy projects in North America, announced April 26 it acquired a 25 percent working interest in the Mascot Project, a stacked pay asset in core Midland Basin for $225 million cash and other considerations. U.S. Energy expects full development of the project to require another $130 million in capital expenditures over the next two years, bringing the total transaction value to well over $300 million. Located in Midland County, Texas, the Mascot project includes multiple producing properties, associated midstream assets and upwards of 50 undeveloped locations expected to produce about 6,500 barrels of oil per day this year. The Mascot project is majority-owned by Midland Petro D.C. Partners, a David H. Arrington-owned business, and operated by an affiliate of MPDC, Permian Deep Rock Oil Co.

U.S. Energy’s Outside Counsel: Baker Botts including corporate partners Larry Hall and Jonathan Platt, tax partner Stephen Marcus and senior associate Jordan Hahn, finance partner Shad Sumrow and global projects associate Megan Young

Unchained raises $60M led by Valor

Deal Description: Unchained, the Austin-based financial services company, announced April 18 it raised $60 million led by Valor Equity Partners. Founded in 2016, Unchained has brought in $105.5 million to date, according to CrunchBase, including a $25 million Series A round in 2021. The Series B round will go toward expanding its product offerings and client base. Unchained said Valor invested early in SpaceX and Tesla but it has demonstrated its commitment to the bitcoin ecosystem through their growth investments in BitGo, Lightning Labs and Crusoe Energy.

Notes: Egan Nelson and Vinson & Elkins counseled Unchained on its $2.9 million seed round of venture funding in 2018, including Brian Alford at Egan Nelson (who left in 2022 to found Optimal Counsel) and Wes Watts from V&E (who departed in 2021 to join Gunderson). Alford said he didn’t work on the current raise and Watts didn’t respond to emails.

Pattern Bioscience raises $28.7M in Series C financing

Deal Description: Pattern Bioscience, an Austin-based company specializing in rapid diagnosis and antibiotic susceptibility testing for bacterial infections, announced April 27 it raised $28.7 million in Series C funding. The round was led by Illumina Ventures and Omnimed Capital and including participation from the Antimicrobial Resistance Action Fund and Daleshaw. It brings the total raised to $68 million. The company intends to use the money to complete the development of its rapid phenotypic test platform for infectious diseases, perform clinical validation studies and submit the platform and its initial pneumonia test for regulatory review with the U.S. Food and Drug Administration. Nick Arab is the company’s co-founder and CEO.

Pattern’s Outside Counsel: Latham & Watkins led by partner Scott Craig in Austin

Atlas Holdings buys USF from Gores

Deal Description: Atlas Holdings and U.S. Farathane announced April 25 the signing of a definitive agreement for Atlas to acquire Auburn Hills, Mich.-based USF from the Gores Group in partnership with current USF CEO Andy Greenlee, who will remain CEO and also assume the chairman title. Terms weren’t disclosed. With 18 manufacturing facilities in the U.S., Mexico and China, USF provides injection molding, compression molding and extrusion products as well as design, tooling and engineering services. USF customers include General Motors, Ford, Stellantis, Tesla, Toyota, Honda, Rivian and other global automotive OEMs and Tier 1 suppliers. Gores bought USF in 2015 for more than $100 million, according to Plastics News.

Expected Closing: Q2 if the deal clears regulators

USF’s Financial Advisors: Goldman Sachs & Co. and Deutsche Bank Securities Inc.

Atlas’ Financial Advisor: Houlihan Lokey 

Atlas’ Outside Counsel: Shearman & Sterling led by D.C. partner Chris Zochowski and Dallas partner Nathan Meredith and including Bradley Noojin, Li Chen, Mehran Massih, Weina Guan, Andreas Piepers, Andrew Heather, Erin Kaufman, Sarah George and Amy Das

RelaDyne combines with Sun Coast Resources

Deal Description: RelaDyne, a lubricant distributor and provider of fuel, diesel exhaust fluid and industrial reliability services, announced April 24 it combined with Sun Coast Resources, a provider of fuel, lubricants, DEF distribution and emergency response solutions. Terms weren’t disclosed. The combination of Sun Coast and RelaDyne expands RelaDyne’s market share and geographic coverage in Texas, Louisiana, Oklahoma, New Mexico and the Carolinas. Sun Coast, established in 1985, is based in Houston.

RelaDyne’s M&A Advisors: Lazard and RBC

RelaDyne’s Outside Counsel: Sidley Austin (M&A) and Ropes (finance)

Sun Coast Resources’ Financial Advisor: Barclays

Sun Coast Resources’ Outside Counsel: King & Spalding including Jonathan Newton, Heath Trisdale, Christopher Baeza, Andrew Ketner and Brian Meiners 

TotalEnergies’ Cray Valley sells three product lines to Pacific Avenue Capital

Deal Description: On April 11 TotalEnergies announced it accepted an offer from Pacific Avenue Capital Partners for the acquisition of three product lines developed by Cray Valley, its resin production and sales affiliate, including Wingtack, PolyBD and Dymalink. The transaction includes four production sites in the U.S., the Cray Valley Italy affiliate and the portfolio of customers. The transaction will allow Cray Valley to focus on its global specialty C4 and pure-monomer resin businesses, which will continue to be developed by TotalEnergies. Production of the Ricon, Krasol and Cleartack resins will continue at Carling (in France), in accordance with the commitments made when the site was restructured in 2013, Grand Junction (the U.S.) and Kralupy (the Czech Republic).  

Total Energies’ Outside Counsel: Jones Day led by partners Jeff Schlegel and David Stringer in Houston

Progress Equity recaps Hanson Lab

Deal Description: Progress Equity Partners announced April 19 its recent recapitalization of Hanson Lab Solutions. Terms weren’t disclosed. Progress Equity partnered with NewSpring Mezzanine, First Capital Partners and Enterprise Bank & Trust to complete the transaction. Founded in 1977 and based in Camarillo, Calif., Hanson Lab claims to be the largest direct, vertically-integrated manufacturer and supplier of laboratory casework, fume hoods and related accessories to R&D laboratory owners and users in the western U.S., including biotech, pharmaceutical and life science companies. With offices in Denver and Dallas, Progress Equity is a private investment firm that acquires majority control of operating companies typically from founder-entrepreneurs.

Progress Equity’s Outside Counsel: O’Melveny led by partners Jack Jacobsen and Will Becker, counsel Cody Dreibelbis and associates Sahil Nooruddin, Sean Horan and Eleanor Gilbert

Granite purchases quarry, barge loading facility on Vancouver Island

Deal Description: Publicly traded construction and building materials company Granite announced April 23 that it completed the acquisition of Coast Mountain Resources (2020) Ltd., a construction aggregate producer based in British Columbia, Canada, on Malahat First Nation land. Terms weren’t disclosed. The seller was Hall & Tenney Holdings Ltd. Coast Mountain Resources operates the Bamberton Quarry on Vancouver Island, which is located on the deep water of the Saanich Inlet. Watsonville, Calif.-based Granite said it has been a customer of the quarry due to its high-quality aggregate and strategic proximity to its home markets.

Granite’s Outside Counsel: Shearman & Sterling led by partner Alain Dermarkar with assistance from Kyle Park, Sara Prendergast, Emily Kelly and Samantha Favela

Zinnia acquires KKR-backed Policygenius

Deal Description: Zinnia, a life and annuity insurance technology and digital services company, announced April 25 it is acquiring Policygenius, a digital insurance marketplace. Terms weren’t disclosed. KKR was a lead investor in Policygenius and will remain a shareholder in the combined company. Zinnia said the acquisition lays the foundation for the industry’s first front-to-back architecture to power the insurance value chain and better serve carriers, advisors and policyholders. The transaction expands Zinnia’s reach into digital distribution solutions, creating new opportunities to service carriers and distribution partners. Zinnia and Policygenius will offer products and services spanning life and annuities, disability and property and casualty insurance. Policygenius’ platform simplifies the process for consumers to buy insurance. Zinnia and Policygenius have more than 60 carrier clients, 350 distributors and partners and 2 million-plus policyholders.

Zinnia’s Outside Counsel: Sidley Austin, led by New York insurance partner Michael Devins, Chicago insurance senior managing associate John Grothaus, Dallas global finance partner Banks Bruce and Chicago tax partner Peter Edgerton; and WilmerHale

Policygenius’ Outside Counsel: Latham & Watkins including New York partner Peyton Worley and Chicago partner Daniel Breslin

Veloce closes initial round of funding with Ecliptic, Itochu

Deal Description: Veloce Energy announced April 6 it closed its initial round of Series A venture capital investment from Itochu, a hundred billion-dollar Japanese conglomerate, and Ecliptic Capital, an Austin-based venture firm. Terms weren’t disclosed. Veloce said the two are investing in the company to propel its technology to the next level and build out its products. The announcement comes as electric vehicle charging station developers and service providers work to secure grant funding and tax credits from multiple sources, including the National Electric Vehicle Infrastructure, the Inflation Reduction Act and many state programs. Veloce’s FastGrid can be installed behind the meter, without the need for major utility upgrades and with minimal digging and disruption. Veloce’s manufacturing strategy was built on the technical, domestic content and system sizing requirements by the various funding programs, making the company’s products eligible for many incentives. Ecliptic was founded in 2018 by Mike W. Erwin, Whurley and Adam Lipman.

Ecliptic’s Outside Counsel: Gunderson Dettmer led by partner Wes Watts and including associate Ben Cukerbaum in Austin

CPV buys operating wind portfolio from Patriot Renewables

Deal Description: Competitive Power Ventures announced April 6 that it closed on the acquisition of four operating wind farms in Maine from Patriot Renewables and other project owners. Terms weren’t disclosed. The acquisition adds 81.5 megawatts to CPV’s existing renewable portfolio and will contribute to its mission to provide environmentally responsible power as the region and the country accelerate efforts to lower the carbon footprint of the electric sector.  The deal was announced earlier this year and has recently received regulatory approval. The acquired projects are Canton Mountain Wind (22.8 megawatts), Saddleback Ridge Wind (34.2 MW), Spruce Mountain Wind (20 MW) and Beaver Ridge Wind (4.5 MW).  The projects supply renewable energy to multiple municipal utilities across New England. The acquisition raises CPV’s operating and in construction wind and solar portfolio to 8 projects totaling over 630 megawatts and more than 3,000 megawatts of wind, solar and storage projects in active development across key markets in the U.S.    

Competitive Power’s Outside Counsel: Bracewell led in part by partners Danielle M. Varnell in Washington, D.C., and Jeris D. Brunette in New York but including partner Thomas M. Tomlinson, counsel Jennifer N. Dill and associates Kenni E. Callahan, Sarah O. Lytal and Alyssa McCain in Houston

Clearview invests in Capitol Services

Deal Description: Stamford, Conn.-based Clearview Capital Fund IV and Clearview Capital Fund V announced April 27 a new investment in Capitol Services in partnership with its founders and management. Terms weren’t disclosed. The transaction closed on April 14. Founded in 1978, Capitol Services is a tech-enabled provider of outsourced legal and compliance services, including registered agent, corporate and lien search and filing and other services, primarily to law firms and corporate clients. Serving clients across all 50 states, the company is based in Austin with more client service centers in California, Delaware, Florida, Louisiana, Nevada and New York. The transaction provided an opportunity for the company’s founders, John Robinson and Cheryl Roberts, to retire and transition leadership to the senior management team, led by Kevin Roberts and Jody Roberts, who
have managed the day-to-day operations for nearly a decade. The founders will continue to maintain a minority stake in the business and remain in advisory roles. Capitol Services represents the 11th platform investment in Fund IV, a $550 million committed fund raised in 2018, and the first in Fund V, an $850 million committed fund raised in 2022.

Thompson Safety attracts investment from Berkshire

Deal Description: Thompson Safety, a Houston provider of onsite first aid, fire, and life safety services, announced April 25 that it received a strategic growth investment from Boston-based Berkshire Partners. Terms of the transaction were not disclosed. The company said the investment enables it to expand into new markets, accelerate organic growth plans, execute on acquisitions, further enhance its technology and strengthen its central support infrastructure. In April, Thompson Safety announced the strategic acquisitions of Demand Safety and Protect It first aid. The company is planning expansion into more complex fire services, including suppression systems, sprinklers and alarms.

Berkshire’s Financial Advisors: Raymond James and G2 Capital Advisors

CAPITAL MARKETS/FINANCINGS

Six Flags prices $800M senior notes offering

Deal Description: Arlington, Texas-based Six Flags Entertainment Corp., which claims to be the world’s largest regional theme park company and the largest operator of water parks in North America, announced April 26 that it priced $800 million in 7.250 percent senior notes due 2031 at an offering price of 99.248 percent of the principal amount.

Expected Closing: May 3

Initial Purchasers’ Outside Counsel: Latham & Watkins led by Austin partners Michael Chambers and Samuel Rettew with associates Connor Adams, Cooper Shear, and Mason Taylor. Advice was also provided on tax matters by Houston partners Tim Fenn and Jared Grimley with associate Dylan White; and on environmental matters by Los Angeles/Houston partner Joshua Marnitz with associate Jacqueline Zhang

Six Flags’ Outside Counsel: Skadden led by M&A partner Shilpi Gupta in Chicago and capital markets partner Michael Zeidel in New York

HAK aids purchasers on Oncor’s private placement of $400M in senior notes 

Deal Description: Hunton Andrews Kurth said April 28 it advised the purchasers in connection with Oncor Electric Delivery Co.’s private placement of $400 million in senior notes. It included $200 million in 5.50 percent senior secured notes, series C, due May 1, 2026; $100 million in 5.34 percent senior secured notes, series D, due May 1, 2031; and $100 million in 5.45 percent senior secured notes, series E, due May 1, 2036. The deal closed Mwrch 29 and April 26. Oncor operates the largest transmission and distribution system in Texas, delivering electricity to more than 3.9 million homes and businesses and operating more than 141,000 miles of transmission and distribution lines. 

From HAK: The team was led by partners Michael Fitzpatrick, Patrick Jamieson and Adam O’Brian in New York but included Dallas associate Jake Stribling

Oncor’s Outside Counsel: Baker & McKenzie including partner Aaron A. Scow and associate Harrison Morris in Dallas as well as tax partners Kai Kramer and Ross Staine in Houston

Sunnova closes securitization of leases/power purchase agreements for $323.5M

Deal Description: Sunnova Energy International Inc., a U.S. residential solar and energy storage service provider, closed its securitization of leases and power purchase agreements by a unit of about $323.5 million of asset-backed notes in two tranches on April 26. The securitizations included $300 million in A-rated 5.40 percent notes and $23.5 million in subordinated BBB rated 7.35 percent notes. The notes are backed by a portfolio of more than 29,000 solar rooftop systems distributed across 17 states, Guam, Puerto Rico and the Northern Mariana Islands. The notes are secured by, and payable from the cash flow generated by, the membership interests in units of the issuing entity and proceeds from the sale of renewable energy credits. Each such subsidiary owns a managing member interest in a project company, four of which are tax equity partnerships. Sunnova used the proceeds from the sale for a partial prepayment of existing financing arrangements and intends to use the remaining net proceeds for general corporate purposes.

Sunnova’s Outside Counsel: Baker Botts including, from Texas, Travis Wofford, Natasha Khan, Daniel Jung, Thomas Blackwell, Chelsea Johnson, Chandler Block and Luis Pacheco Garcia on corporate/finance matters; Michael Bresson and Chuck Campbell on tax issues; and Gail Stewart and Gabriela Alvarez on ERISA.

HAK advises lenders on Xpel’s $125M financing

Deal Description: Hunton Andrews Kurth said April 28 it counseled Wells Fargo Bank on $125 million in financing for San Antonio-based XPEL Inc., a publicly traded company which sells, distributes and installs after-market automotive products, mainly surface and paint protection, headlight protection and automotive and architectural window films. The deal closed April 6.

From HAK: The deal was led by Dallas partner Callie Bradford and Houston associate Emma Sajdak and included Dallas partner L. Scott Austin

XPEL’s Outside Counsel: Jackson Walker including Steve Jacobs, Jimmy McDonough, Art Cavazos and Gigi Girling

Divert issues $63M green notes offering

Deal Description: Divert Dev Co I, a wholly owned unit of Divert Inc., announced April 26 it issued through the California Public Finance Authority $63 million in solid waste disposal taxable revenue bonds to finance a portion of the costs of designing, developing, constructing and equipping a waste management facility in Turlock, Calif. The borrower will be the indirect owner of the source separated organic waste-to-biogas processing facility, which is expected to process 101,000 tons per year of solid wasted food once it reaches commercial operations in the summer of 2024. The facility, to be operated by Divert Inc., will receive payments for processing a range of wasted food volumes supplied under a 20-year feedstock supply agreement; upgrade the produced biogas into RNG meeting specifications for injection into the distribution system for the local natural gas utility under an interconnect agreement; and receive payments for sales of RNG from a 10-year RNG offtake agreement and from any additional sales of RNG and its associated environmental attributes at the spot market.

Divert Dev’s Outside Counsel: Latham & Watkins led by Washington, D.C., partner Paul Hunt and Los Angeles counsel Anna Rienhardt but including Houston partner Justin Stolte and Houston partner Jim Cole on tax

Stronghold Digital Mining Closes $10M private placement

Deal Description: Publicly traded Stronghold Digital Mining Inc. announced April 21 it closed the previously announced securities purchase agreements with an institutional investor and its chairman and CEO Greg Beard. The company sold 9 million shares of Class A common stock and share equivalents to the institutional investor and 1 million shares of Class A common stock to Beard at $1 per share equivalent. Stronghold also issued to the purchasers warrants to buy 10 million shares of Class A Common Stock with an initial exercise price of $1.10 per share. The warrants aren’t exercisable until six months after issuance. The exercise price for the more than 5.6 million warrants previously issued to the purchasers on Sept. 19, 2022, will be adjusted from $1.75 to $1.01 per share. The non-brokered placement closed on April 21 and the gross proceeds were $10 million before deducting offering expenses. Stronghold also agreed to acquire 5,000 new, latest-generation MicroBT Whatsminer M50 miners for $15.50 per terahash per second, including shipping. Beard said the company isn’t issuing equity to pay creditors but issuing equity to invest in growing its business, finding a compelling opportunity to purchase Bitcoin miners that will be highly accretive for the company and its shareholders.

Stronghold’s Outside Counsel: Vinson & Elkins team led by partners Daniel LeBey in Richmond, Va., and Shelley Barber in New York and senior associate Lucy Liu in Dallas with assistance from associates Glen Taylor in Richmond and Bennett Robinson in Dallas

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