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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
  • White-Collar/Regulatory
  • Pro Bono/Public Service/D&I

CDT Roundup: 24 Deals; 10 Firms, 196 Lawyers, $13.6B

March 9, 2021 Allen Pusey

Let’s feel good for a second or two.

It was easy, this time last year, to be scared as hell about the future. And the immediate future, at the time, lived down to expectations. This was especially true in the oil & gas sector, which by April saw drops in global demand and subsequent pricing that led to the infamous April 20, 2020 negative price crash.

But that was then. And there may be no better indicator that things have improved on that front than this week’s news that one of the bigger E&P consolidation deals we’ve reported on over the past few months is being challenged — not because the markets are down, but because they aren’t.

In December The Lawbook reported that Diamondback Energy had agreed to acquire Denver-based QEP Resources in an all-stock transaction valued at $2.15 billion. The price tag included Diamondback’s assumption of about $1.6 billion in QEP’s debt.

But what seemed like a good deal for both sides is being challenged by a major QEP shareholder, New York-based Glazer Capital. In a letter to QEP shareholders dated March 8, Glazer portfolio manager Mark Ort described the December deal as a “shotgun wedding” that ought to be called off — or at least renegotiated.

Put simply, the market has changed for the better, Ort says. Remarkably so. And as a result Glazer Capital plans to vote its 13.8 million shares (5.7%) against the combination at the special meeting of QEP shareholders on March 16. They are also urging other stockholders to vote “No.”

“Since the (Dec. 21) announcement of the Diamondback Acquisition, valuations and share prices of exploration and production companies have surged, rendering inadequate the current terms,” Ort wrote.

Under those terms each share of QEP would be exchanged for 0.05 shares of Diamondback stock, then valued at $2.29 per share, which at the time represented a 1% discount to QEP’s closing price on Dec. 18. As of Friday, QEP shares are valued under the Diamondback acquisition at $4.26 per share, a better than 85% increase. Moreover, a recent Institutional Shareholder Services analysis urging acceptance of the deal showed a 171% increase over Dec. 1 — the date they chose for comping the “unaffected” pricing of QEP shares.

But the Glazer Capital letter maintains that the value of companies like QEP — small cap E&P companies with a relatively higher percentage of debt to equity capital than their mid-cap counterparts — “have experienced a breathtaking surge” in their value as sell-price targets. Moreover, those 85% and 171% rises in valuation “pale in comparison” to 191% and 329% increases, respectively, as calculated by Glazer’s financial advisors Evercore against those same dates.

The problem is that QEP’s market pricing has lagged considerably behind the market prices of its small cap peers, which Glazer Capital says has resulted from the fact that its pricing has been pegged to that of Diamondback, a much larger company with a much smaller debt to equity ratio.

But the letter also notes that Diamondback’s offer seemed to have been made after a remarkably short engagement. Diamondback, according to the letter, first contacted QEP about making an offer for the company on Nov. 30. The merger agreement was signed only three weeks later.

“In hindsight, the shotgun wedding seems entirely unnecessary,” the letter said, pointing out that just this week Saudi Arabia agreed to extend its voluntary cut of 1 million barrels per day, and that Goldman Sachs has raised its Q2 Brent forecast to $75 per barrel and its Q3 forecast to $80.

Whatever the outcome of next week’s special meeting, and whatever its merits, this kind of stockholder disagreement seems a sign of a better spring than 2020. Consider that on March 9 last year, the WTI price at Cushing was $31.06 — and the number of U.S. deaths from the coronavirus had reached 22.

For the week ending March 6, there were 24 deals deals reported, including 13 M&A transactions worth $10.4 billion and 11 capital markets transactions valued at $3.2 billion. Those deals meant work for 10 different law firms and 196 Texas lawyers.

Weekly Corporate Deal Tracker Roundup Stats

A compilation of weekly stats from The Lawbook's CDT Weekly Roundup
(Deal Values in Millions)

Week Ending
Deal CountAmountFirmsLawyersM&A CountM&A Value $MCapM Count
CapM Value $M
14-Jun-20259$4788133603$478
07-Jun-202516$26,2101119611$24,7445$1,466
31-May-202519$23,3811116612$18,6657$4,717
24-May-202515$24,0331112113$23,6242$409
17-May-202516$21,7601214511$18,6155$3,145
10-May-202524$33,1751620619$30,7655$2,410
03-May-202511$4,249139011$2,226.52$2,022.5
26-Apr-202512$8,78791689$6,0113$2,776
19-Apr-202511$8,09771389$7,9852$112
12-Apr-202513$2,392815210$2,0653$327
05-Apr-202519$27,7621518816$25,4733$2,289
29-Mar-202521$8,1881025816$4,1255$4,064
22-Mar-202519$6,4851423115$4,1284$2,857
15-Mar-202513$13,7371315110$9,9324$3,805
8-Mar-20257$2,2345665$2242$2,100
1-Mar-202511$3,05087510$2,5501$500
24-Feb-2512$16,39771496$6,6356$9,862
17-Feb-2517$12,1361313410$9,4112$2,725
10-Feb-2514$7,15491799$4,9505$2,204
3-Feb-2516 $10,068720011$7,5535$2,515
25-Jan-2514$10,261101259$2,2075$8,054
18-Jan-2519$7,3821531612$2,3007$5,082
11-Jan-2521$33,5601618716$32,5215$1,039
4-Jan-259$6,8279809$6,82700
21-Dec-2411$2,79811928$2,2293$570
14-Dec-2415$5,3231218612$3,8123$1,511
07-Dec-2416$4,7661023111$2,32152,445
30-Nov-2410$10,29191034$8,2906$2.001
23-Nov-2415$4,5531515311$3,3794$1,174
16-Nov-2417$11,4881124513$10,1864$1,303
09-Nov-2414$2,1101213912$1,4102$700
02-Nov-2412 $52,788 1110711$52,7381$50
26-Oct-248$3,1608657$3,0651$75
19-Oct-2412$5,3041113611$4,5541$750
12-Oct-2417$8,4381215015$8,1162$322
05-Oct-2422$23,1811218915$19,9807$3,201
28-Sep-2411$2,35671447$534$2,303
21-Sep-2412$9,568101695$4,1017$5,467
14-Sep-2424$10,9881223516$7,1758$3,813
7-Sep-2412$20,4201616811$20,3071$112.9
31-Aug-2413$20,631913412$14,7751$5,856
24-Aug-2419$8,4522132516$7,1023$1,350
17-Aug-2425$49,1961630411$39,38614$9,810
10-Aug-2420$12,2641531216$9,7944$2,470
03-Aug-2426$16,4981633418$8,1378$8,361
27-Jul-2419$16,4422127115$13,8384$2,604
20-Jul-2415$16,0161418410$14,2325$1,784
13-Jul-2420$17,220 1426518$7,146 2$10,074
6-Jul-2411$3,941 11958$2,650 3$1,291
29-Jun-2414$6,296 152248$6,296 6$1,927
22-Jun-2412$5,679 81375$210 7$5,469
15-Jun-2413$9,895 1621410$5,280 3$4,615
8-Jun-2419$23,859 1323912$19,436 7$4,423
1-Jun-2412$34,510 111479$26,110 3$8,400
25-May-2413$9,684 1517110$4,434 3$5,250
18-May-2411$5,490 111738$3,129 3$2,361
11-May-2422$14,855 1422716$11,105 6$3,750
4-May-2413$3,139 98710$1,297 3$1,842
27-Apr-2410$6,684 62810$6,684 00
20-Apr-2419$15,989 111479$5,208 10$10,781
13-Apr-2413$8,952 97610$1,652 3$7,300
6-Apr-2423$26,616 1422214$13,501 8$13,116
30-Mar-2412$9,286 81368$4,299 4$4,987
23-Mar-2418$5,451 1726616$4,759 2$692
16-Mar-2421$11,437 1318614$9,316 6$2,070
9-Mar-2423$4,695 2121819$2,723 4$1,972
2-Mar-2420$9,108 1937214$4,558 6$4,550
24-Feb-2419$16,382 1224815$9,507 4$6,875
17-Feb-2416$29,932 1515712$29,216 4$716
10-Feb-2425$10,750 1719619$5,372 6$5,379
3-Feb-2412$8,416 181259$3,416 3$5,000
27-Jan-249$8,165 9878$7,815 1$800
20-Jan-2414$4,084 1210912$3,219 2$865
13-Jan-2417$33,588 1225612$26,765 5$6,823
6-Jan-248$7,915 8846$7,265 2$650
30-Dec-2317$14,599 129915$2,714 2$11,885
23-Dec-2323$4,182 1321916$1,813 7$2,370
16-Dec-2313$16,436 132807$15,150 5$1,286
9-Dec-2326$14,633.90 1724416$8,095 10$6,538.90
2-Dec-2313$6,720 95712$6,630 1$90
25-Nov-239$4,835 91316$1,785 3$3,050
18-Nov-2322$6,568.70 1718414$4,709.20 8$1,859.50
11-Nov-2315$9,825 1317912$6,581 3$3,244
4-Nov-2315$20,582.50 1419312$19,417.50 3$1,165
28-Oct-2318$68,419.10 1815215$66,646 3$1,773.10
21-Oct-2316$6,755.90 1616515$6,755.90 1$3
14-Oct-2314$67,851.20 131259$61,998.50 5$5,852.70
7-Oct-2317$6,595.50 1322816$5,995.50 1$600
30-Sep-2317$1,896.45 1318914$806.45 3$1,090
23-Sep-2323$6,432.70 1723016$1,402.80 7$5,029.90
16-Sep-2325$23,226.70 2335316$17,239 9$5,987.70
9-Sep-2312$6,369 81027$4,311 5$2,058
2-Sep-2314$2,522 69213$1,322 1$1,200
26-Aug-2317$12,160.25 1320215$6,573.25 2$5,587.00
19-Aug-2319$11,505 1321315$11,255 4$250
12-Aug-2319$9,698.80 131847$3,270 12$6,428.80
5-Aug-2313$5,201 1211812$5,051 1$150
29-Jul-2315$21,031.60 1319611$18,292.00 4$2,739.60
22-Jul-2318$3,992 1213013$2,808 5$1,184
15-Jul-2313$8,254.95 138113$8,254.95 00
8-Jul-2316$5,441.45 1217211$2,443 5$2,998.45
1-Jul-2316$6,872 1010512$5,474 4$1,398
24-Jun-2313$10,914 1620110$7,874 3$3,040
17-Jun-2317$5,880.70 1515115$4,705.70 2$1,175
10-Jun-2319$8,516.10 1311116$6,252.40 3$2,263.70
June 3 202312$6,104.42 121388$4,256.92 4$1,847.50
27-May-2317$12,200 106711$6,165 6$6,035
20-May-2311$22,458.10 81034$19,455 7$3,003
13-May-2312$7,034 101018$5,460 4$1,574
6-May-2320$3,297.60 1819617$2,985.60 3$312
29-Apr-2323$3,691.20 1813517$1,969.70 6$1,721.50
22-Apr-2316$5,570 1410414$4,750 2$1,000
15-Apr-2312$23,818.10 95910$21,618.10 2$2,200
8-Apr-2316$7,949 91739$5,472 7$3,477
1-Apr-2321$18,676.70 1217511$10,926.70 10$7,750
25-Mar-2315$8,779.50 101415$2,362 10$6,416.50
18-Mar-237$14,048.80 6695$13,345 2$703.80
11-Mar-2321$11,576 1616516$8,131 5$3,445
4-Mar-2320$9,668 1122816$8,209 4$1,459
25-Feb-2313$5,335 1313012$4,235 1$1,200
18-Feb-2314$5,743.70 131588$898.70 6$4,845
11-Feb-2316$12,088 1213712$9,965 4$2,123
4-Feb-2317$8,066 1514013$5,614 4$2,452
28-Jan-237$2,180 7755$1,692.75 2$488
21-Jan-2317$5,768 1617412$1,918 5$3,850
14-Jan-2311$2, 800101028$421 3$2,400
7-Jan-2318$8,296 1116714$6,461 3$1,835
31-Dec-2214$2,732 119912$2,092 2$640
17-Dec14$7,919 1311512$7,419 1$500
10-Dec-2214$10,093 128811$7,093 3$3,000
3-Dec-2226$12,800.90 1117220$4,141 6$8,659.90
26-Nov-228$2,266.70 853$76 5$2,190.70
19-Nov-2221$2,886 1521219$2,550 2$336
12-Nov-2213$15,093.70 9819$14,200 4$893.70
5-Nov-222519,337.201650922$8,267.20 3$11,070
29-Oct-2215$7,805.30 911614$7,180.30 1$625
22-Oct-2220$8,193.50 1325313$5,442 7$2,751.50
15-Oct-229$3,046.10 91397$2,588.30 2$457.80
8-Oct-2219$2,011.80 1211416$833.80 3$1,178
1-Oct-2223$5,532.90 1615618$4,952.30 5$580.60
24-Sep-2218$5,194 1421615$4,050 3$1,144
17-Sep-2221$8,352.30 1232015$4,759.60 6$3,592.70
10-Sep-2215$19,853.50 1012613$19,403.60 2$450
3-Sep-229$2,312 9629$2,312 00
27-Aug-2216$30,891.70 1013515$30,666.40 1227.7
20-Aug-2212$1,977 815299253$1,052
13-Aug-2218$8,004.70 1124211$2,844.70 7$5,160
6-Aug-2224$7,948.90 1224017$3,577 7$4,371.90
30-Jul-228$6,941 9787$6,839 1$102
23-Jul-2211$801 119210$801 10
16-Jul-2214$3,650 1012214$3,650 00
9-Jul-2210$3,557.70 7689$3,557.70 10
2-Jul-2218$8,609.40 1315215$2,754.40 3$5,855
25-Jun-2215$6,142 131469$2,017 6$4,125
18-Jun-2217$11,890.10 1422815$11,410 2479.7
11-Jun-2217$7,600 1212310$2,300 7$5,300
4-Jun-2212$2,937 101279$692 3$2,245
28-May-229$3,197.60 11869$3,197.60 00
21-May-2214$7,284.50 1218511$6,609 3$675.50
14-May-2211$306.60 98010$306.60 1$225
7-May-2216$10,451.75 1210812$1,827 4$8,624.75
30-Apr-2216$2,296.50 1615712$895.50 4$1,401
23-Apr-2210$2,241 11588$1,641 2$600
16-Apr-2211$6,643 71568$2,359 3$4,284
9-Apr-2217$4,429 1418411$1,690 6$2,739
2-Apr-2213$1,755 88410$1,145 3$610
26-Mar-2211$3,205 8656$200 5$3,005
19-Mar-2213$2,239.17 910613$2,239.17 00
12-Mar-2218$12,016 1123915$11,965 2$51.35
5-Mar-2217$6,786 1313713$5,161 4$1,625
26-Feb-2212$5,095 81499$4,437.50 3$658
19-Feb-2217$22,229 1717414$21,354 3$875
12-Feb-2212$2,344.70 10738$641.70 4$1,703
5-Feb-2211$2,503 89911$2,503 00
29-Jan-2211$3,872 1210112$3,872 00
22-Jan-2213$5,143.50 109912$4,842.50 1$301
15-Jan-2212$7,605 91559$6,480 3$1,025
8-Jan-2213$8,256.20 1110213$8,256.20 00
1-Jan-229$1,273.80 6509$1,273.80 00
25-Dec-2121$4,734.75 1117616$3,410 5$1,324.75
18-Dec-2126$7,325.20 1519318$3,640.20 8$3,685.20
11-Dec-2116$5,017 1010913$1,417 3$3,600
4-Dec-2114$2,310 8868$2,310 6$1,882.05
27-Nov-219$3.460.1101016$1,758 3$1,702.60
20-Nov-2120$22,792 1515712$18,864.50 8$3,928
13-Nov-2121$26,729 1217813$11,822 8$14,907
6-Nov-2112$8,303 1315710$6,682 3$1,621
30-Oct-2121$10,368 1521815$9,24.46$1,103.00
23-Oct-2121$18.783.11522211$12,314 10$6,468.60
16-Oct-2115$3,868 1111815$2,293 2$1,575
9-Oct-2120$8,610 1617516$7,795 4$815
2-Oct-2114$6,250 1113710$5,200 4$1,050
25-Sep-2111$11,460 9937$10,200 4$1,250
18-Sep-2111$16,603 8998$15,084 3$1,519
11-Sep-2117$10,653 1110313$8,503 4$2,150
4-Sep-2113$7,222 108911$6,715 2$507
28-Aug-2112$763 96311$663 1$100
21-Aug-2112$29,659 77911$29,579 1$80
14-Aug-2122$17,845 1119912$12,805 10$5,04
7-Aug-2117$13,670 1213915$11,766 2$1,904
31-Jul-2121$8,160 1113410$3,574 10$4,586
July 24,202121$6,367 1113915$3,712 6$2,655
17-Jul-2114$4,009 1112412$2,015 2$1,994
10-Jul-2116$3,997 1314311$1,597 4$2,4
3-Jul-2124$7,492 139416$3,769 8$3,722
26-Jun-2110$4,995 7858$3,847 2$1,148
19-Jun-2128$16,830 82289$1,861 19$14,968
12-Jun-2126$27,238 1520919$25,602 7$1,636
5-Jun-2115$15,539 1310013$14,709 2$600
29-May-2135$20,279 1114528$18,647$1,639
22-May-2124$53,208 1417417$51,047 7$2,161
15-May-2118$10,620 1322011$5,870 7$4,809
8-May-2117$10,400 1115615$8,386 2$2,500
1-May-2121$7,200 1611512$3,808 9$3,392
24-Apr-218$20,200 9318$20,200 00
17-Apr-2114$6,270 810211$40,180 3$2,260
10-Apr-2115$8,940 1312914$7,990 1$950
3-Apr-2118$19,513 1015112$16,923 6$2,590
27-Mar-2127$13,942 1524414$4,300 13$9,633.50
20-Mar-2111$2,046 41023$270 8$1,776
13-Mar-2115$3,270 91096$538 9$2,732
6-Mar-2124$13,617 1019613$10,395 11$3,222
27-Feb-2119$8,105 1213915$4,970 4$3,135
20-Feb-219$8,820 91538$8,520 1$300
13-Feb-2112$4,852.60 78172,7665$2,086.60
6-Feb-2118$9,752 1315314$5,222 4$4,530
30-Jan-2118$9,449 918215$8,753.80 3$695.30
23-Jan-2114$8,150 81186$4,000 8$4,150
16-Jan-2117$6,783 1313811$2,400 6$4,382.90
9-Jan-2122$6,829 1413518$3,139.30 4$3,690
2-Jan-217$1,466 7607$1,466 00
26-Dec-2018$15,900 1216316$5,300 1$600
19-Dec-2018$9,769 1411014$8,426 4$1,343
12-Dec-2010$7,200 91009$3,325 1$3,830
5-Dec-2015$4,261 91229$2,780 6$1,481
28-Nov-2019$7,758 1011013$4,003 6$3,755
14-Nov-2014$864.10 1415712$289.10 2$575
7-Nov-2013$6,332 91299$2,483.50 4$3,849
31-Oct-2010$3,995.80 81036$3,231.10 4$754.70
24-Oct-206$18,100 6585$17,709 1$350
17-Oct-208$351.90 5558$351.90 00
10-Oct-207$5,229 3504$735 3$4,494
3-Oct-2014$21,428 91739$17,535 5$3,893
26-Sep-2010$12,770 8935$10,300 5$2,470
19-Sep-2014$8,365 91016$1,020 8$7,345
12-Sep-206$4,406 8593$1,270 3$3,136
5-Sep-2011$5,191 81179$4,061 2$1,130
29-Aug-2011$2,531 9945$1,130 6$1,401
22-Aug-2018$6,574 121407$1,930 11$4,644
15-Aug-2013$4,991 10977$1,216 6$3,775
8-Aug-2012$32,092 111129$30,457 3$1,635
1-Aug-207$5,287 8765$3,687 2$1,600
25-Jul-209$18,751 6677$18,403 2$348
18-Jul-206$1,982.50 5504$1,407.50 2$575
11-Jul-2011$565.10 127510$65.10 1$500
4-Jul-2010$8,889 8989$8,788 1$100.30
27-Jun-208$6,874 10505$4,972.50 3$2,081.50
20-Jun-2012$4,444 91157$2,829 5$1,615
13-Jun-206$3,582 4372$350 4$3,232
6-Jun-2011$3,213.70 8657$470 4$2,743.70
30-May-208$7,335 7486$4,639 2$2,697
23-May-204$432.40 4343$432.40 10
16-May-206$310 6345$310 10
9-May-2018$5,630 1612414$3,180 4$2,450
2-May-201510,40010908$1,900 7$,8,500
25-Apr-208$3,400 9365$1,000 3$2,450
18-Apr-2019$9,500 14928$185.70 11$9,360
11-Apr-2012$6,000 9405$190 7$5,800
4-Apr-2014$8,200 116810$2,200 4$6,000
28-Mar-2016$6,500 139610$3,700 6$2,800
21-Mar-2011$11,910 7337$2,250 4$9,960
14-Mar-207809.86346684.81125
7-Mar-2016$2,500 157013$669 3$1,400
29-Feb-2013$15,260 1312811$11,760 2$3,500
22-Feb-2012$3,700 109210$2,560 2$1,130
15-Feb-2016$1,250 108412$35 4$1,222
8-Feb-2018$6,080 1412314$2,595 4$3,485
1-Feb-2021$20,900 1210114$17,860 7$3,060
25-Jan-2013$7,430 136212$6,430 1$1,000
18-Jan-2023$9,580 1512019$6,580 4$3,000
11-Jan-2021$14,200 1819916$1,020 5$13,200
4-Jan-2022$6,400 1111916$3,204 6$3,245
28-Dec-1922$7,150 1917518$6,800 4$327.40
14-Dec-1924$36,300 2316719$9,500 5$26,800
7-Dec-1911$10,400 11557$1,082 4$9,370
November 30. 201914$2,450 1212612$1,760 2$692.50
23-Nov-1916$1,995 104111$615 5$1,380
16-Nov-1915$3,820 1313511$2,500 4$1,271
9-Nov-1925$12,900 1718223$12,200 2$575
2-Nov-1910$2,470 126192,4503$22
26-Oct-1912$5,560 147011$3,860 1$1,700
19-Oct-198$6,600 81388$6,600 00
12-Oct-1919$4,300 145516$3,800 3$500
5-Oct-1918$14,500 1916615$11,100 3$3,400
28-Sep-1919$8,100 1813218$7,560 1$550
21-Sep-1914$6,300 166611$2,160 3$4,170
14-Sep-1915$23,800 125611$21,250 4$2,570
7-Sep-1917$3,500 159814$1,900 3$1,600
31-Aug-195$8,700 6505$8,700 00
24-Aug-1916$10,000 148215$4,250 1$5,750
16-Aug-1910$1,680 5527$650 3$950
9-Aug-1917$17,700 156814$3,900 3$13,800
2-Aug-1913$5,760 1210813$5,760 NANA
27-Jul-1911$7,300 13768$6,570 3$730
20-Jul-1913$11,800 1312511$5,300 2$6,500
13-Jul-1910$775 7468$542.50 2$233
6-Jul-197$2,500 9857$2,500 00
29-Jun-1923$8,290 1515417$2,300 6$5,970
22-Jun-1917$10,700 1013914$7,700 3$3,000
15-Jun-1911$13,500 1416011$13,500 NANA
8-Jun-1913$2,870 175511$1,570 2$1,300
1-Jun-1910$4,460 11608$4,140 2$315
25-May-1917$4,360 147914$3,700 3$612
18-May-1922$9,000 1715016$3,400 6$5,600
11-May-1918$19,800 1717715$18,300 3$1,500
4-May-1910$7,075 6328$6,900 2$175
27-Apr-1915$3,200 1411714$3,160 1$40
20-Apr-1913$13,500 10909$12,200 4$1,300
13-Apr-1916$38,900 149114$37,800 2$1,100
6-Apr-1912$6,870 119410$6,730 2$50
30-Mar-1915$6,470 128410$7,91.55$5,677
23-Mar-1918$6,450 149114$5,042 4$1,408
16-Mar-1914$10,180 1211511$8,800 3$1,300
9-Mar-199$1,800 6498$1,300 1$500
2-Mar-1920$3,033 1610714$1,817 6$1,262
23-Feb-1912$2,040 8699$614.60 3$1,430
16-Feb-1916$9,970 187716$9,970 00
9-Feb-1914$6,400 1011014$6,400 00
2-Feb-1918$6,740 159916$5,720 2$950
26-Jan-1913$2,770 116711$918.95 2$1,850
19-Jan-1915$3,819 167612$2,594 3$1,225
12-Jan-1918$7,283 149215$1,683 3$5,600
5-Jan-1910$529 125010$529 00
22-Dec-1817$2,570 138714$941 3$1,629
15-Dec-1810$2,860 8268$264 2$2,600
8-Dec-1815$1,819 166512$552 3$1,267
1-Dec-1812$7,500 10909$1,200 3$6,200
28-Nov-1815$4,500 1110714$4,000 1$500
19-Nov-1818$6,137 139813$2,142 5$3,995
14-Nov-1818$9,200 1315215$8,500 3$694
6-Nov-1816$17,300 1618314$16,361 2$950
29-Oct-1814$14,400 1812717$13,800 1$600
24-Oct-1813$6,140 1312611$5,122 2$1,018
17-Oct-1818$18,390 1512514$12,292 4$6,098
10-Oct-1829$3,149 1810420$1,647 9$819
2-Oct-1818$9,300 116714$7,300 4$2,000
25-Sep-1813$7,000 117510$6,000 3$995
18-Sep-189$3,570 7449$3,570 00
11-Sep-1813$5,900 1013213$5,900 00
7-Sep-1814$5,000 158611$4,000 3$1,000
29-Aug-1815$20,700 147913$4,700 2$16,000
20-Aug-1810$12,400 11538$11,380 3$1,057
14-Aug-1812$19,900 121329$18,889 3$1,011
7-Aug-1816$68,600 1110613$67,259 3$1,340
31-Jul-1815$15,100 159511$13,060 4$2,060
23-Jul-1813$2,130 156010$1,804 3$1,100
17-Jul-1814$5,370 17989$4,310 5$1,100
9-Jul-1816$11,200 157410$11,080 6$862
3-Jul-1813$7,000 78112$6,330 1$750
25-Jun-1815$8,800 13979$4,970 6$3,930
18-Jun-1813$14,200 14807$221 6$14,290
11-Jun-1812$6,300 8968$5,910 4$803
6-Jun-1813$14,500 10888$14,154 5$579
31-May-1811$4,890 10638$3,240 3$1,790
22-May-1815$20,400 11639$19,808 6$885
15-May-1815$4,700 1510610$3,900 5$643
9-May-1811$1,400 13889$1,300 2$560
1-May-188$14,250 7887$13,400 1$450
24-Apr-1812$5,300 66111$4,470 1$800
17-Apr-189$1,800 10447$2,330 2$1,434
11-Apr-1811$2,500 8326$1,690 5$809
3-Apr-1815$13,400 111219$12,020 6$1,090
28-Mar-1810$4,000 10927$3,870 3$215
19-Mar-1817$5,800 135110$590 7$5,165
12-Mar-1815$3,130 114311$2,360 4$788
6-Mar-1819$5,400 1311610$1,530 9$4,860
27-Feb-1820$6,600 136914$5,530 6$1,030
19-Feb-1815$5,500 1411110$3,990 6$1,980
12-Feb-1823$10,900 1715712$7,110 11$3,840
5-Feb-1816$8,600 131007$1,330 9$7,800
30-Jan-1811$12,600 11685$7,300 6$4,982
24-Jan-1819$9,400 151295$2,010 14$7,337
18-Jan-1810$6,280 8492$2,100 8$4,188
9-Jan-1812$16,500 12929$15,890 3$475
3-Jan-1810$2,500 9478$2,350 2$150
27-Dec-1715$9,000 151139$7,568 6$1,784
18-Dec-1715$13,800 161649$13,010 7$1,118
11-Dec-1714$9,700 1012612$2,940 4$8,500
4-Dec-176$1,800 6315$1,510 1$300
28-Nov-177$3,850 8764$3,260 3$285
16-Nov-1710$2,700 10486$1,840 4$856
8-Nov-1715$2,380 179110$1,860 5$516
1-Nov-1712$4,700 17949$3,400 4$1,300
23-Oct-1715$10,500 106710$9,780 4$1,530
18-Oct-176$2,000 373$225 3$1,820
10-Oct-1712$6,570 1009$3,880 3$3,360
2-Oct-178$3,100 11193$1,630 5$1,750
25-Sep-178$4,880 8795$2,660 5$2,070
18-Sep-179$4,770 3$300 6$4,470
12-Sep-1711$4,430 8$2,030 3$2,400
1-Sep-174$1,310 3$317 1$1,000
23-Aug-1711$13,640 98$11,840 3$1,800

The week before there were 18 deals worth $8.1 billion and in 2020 at this time there were 16 deals for $2.5 billion. In June, that would drop to six deals worth a paltry $310 million, so fears proved justified.

So, with a freshly-minted stock squabble as our guide, let’s hope that hope is equally justified.

M&A/JOINT VENTURES/PE FUNDING

Latham, Baker Botts Help Chevron Take Noble Midstream Private

As previously reported in The Lawbook, Chevron Corporation announced March 5 a take-private simplification deal for Noble Midstream Partners, acquiring all of the outstanding stock of Noble that Chevron doesn’t already own for an estimated $1.3 billion.

California-headquartered Chevron was advised by Latham & Watkins. Baker Botts advised the conflicts committee of the board of directors of Noble Midstream’s general partner, a committee composed of independent directors. Both teams included lots of lawyers in Texas.

The Latham team was led by Houston partners Ryan Maierson and Kevin Richardson, with Houston associates Blake Berkey, Evann Hall, and Austin Sheehy.

Advice was also provided on tax matters by Houston partners Tim Fenn and Jim Cole, with Houston associate Dominick Constantino; on environmental matters by Chicago counsel Sara Orr; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; and on regulatory matters by Washington, D.C. partner Eugene Elrod, with Washington, D.C. associate Christopher Randall.

Citi acted as financial advisor to Chevron.

The Baker Botts team was led by Houston partner Joshua Davidson with special counsel Laura Katherine Mann, senior associate Matthew Turner  and associate Catherine Ellis, all of Houston. Tax advice came from partner Michael Bresson and senior associate Jared Meier; On oil & gas issues were special counsel Gerry Morton and associate Kyle Doherty, and partner Mark Bodron advised on employee benefits, all from Houston.

From Washington D.C. special counsel Thomas Jackson counseled on environmental matters, partner Emil Barth on regulatory issues and Michael Bodosky on antitrust issues.

Janney Montgomery Scott acted as financial advisor to the conflicts committee.

Under terms of the agreement each of the outstanding shares of Noble not already owned by Chevron with be exchanged for a .1393 fraction of a Chevron common share.

Based in Houston Noble assets include a major presence in the DJ Basin of Colorado and the Delaware Basin in Texas.

DeepGreen Goes Public On the SPAC Route as Kirkland Advises

DeepGreen Metals, a Canadian provider of lower-impact battery metals from seafloor sources, announced March 4 that it is going public via merger with a Dallas-based blank check company. The company will be renamed TMC the metals company Inc. and operate as The Metals Company.

DeepGreen is merging with Sustainable Opportunities Acquisition Corp., an energy-centered SPAC managed by several former GenOn Energy executives. The combined companies are expected to have a pro forma valuation of $2.9 billion upon closing.

According to SEC filings DeepGreen will receive cash from a $330 million upsized PIPE that includes contributions from AllSeas as well as existing strategic investors like Maersk Supply Service and Glencore.DeepGreen would also receive net proceeds held in trust from the $300 million IPO reported by SOAC in May 2020.

Kirkland & Ellis and Strikerman Elliott advised SOAC with Citi serving as financial advisors.

The Kirkland team was led by transactional partners Doug Bacon and Ryan Brissette, along with associates Stephen Noh, Cale Curtin and Daniel Yip; capital markets partners Julian Seiguer, Peter Seligson and Bryan Flannery and associate James Long; and real assets partner Anthony Speier and associates Lindsey Jaquillard and Chis Atmar.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo and Fasken Martineau DuMoulin are serving as legal counseling DeepGreen, with Nomura Greentech as financial advisor.

Mayer Brown is acting as legal counsel to the placement agents, Nomura Securities International, Fearnley Securities Inc.

The DeepGreen business model is predicated on a looming shortage in the supply chain for such necessary metals as nickel and copper, vital raw materials for the current technologies for EV energy storage. Through its subsidiaries DeepGreen says it has exploration rights to the world’s largest private resource of unattached polymetallic nodules in the Pacific Ocean. Through a pilot of its offshore nodule collector system hopes to create and begin operations on a new low-risk, low-impact flow of the metals outside of conventional mining as early as 2024.

The combined company’s ambition is to become the world’s largest developer and producer of EV battery metals through a responsible approach with the lowest lifecycle ESG impact and low production cost.

“Sourcing battery metals is the biggest hurdle facing the clean energy transition, and the pipeline of new mining projects on land is insufficient to meet rising demand,” said Scott Leonard, CEO of SOAC. “We looked at over 100 companies, many of them in the EV and renewable energy space. DeepGreen stands above the rest. It offers a real, scalable solution to the raw materials problem, at a low production cost and with a significant reduction in the ESG footprint of metals. Assuming full-scale production, we expect The Metals Company to be among the lowest cost nickel producers in the world.”

Michaels Acquired by Apollo Global in $5B Take-Private Deal

The Michaels Companies announced March 3 that it is being acquired by the private equity firm Apollo Global Management. The transaction is valued at $5 billion, while Michaels holds an equity value of $3.3 billion.

The purchase price for the Texas-based arts and crafts retailer, $22.00 per share in cash, represents a 47% premium to the company’s closing price last Friday, before the possibility of a sale began to receive attention in the media.

Michaels GC Tim Cheatham tapped New York-based Ropes & Gray to advise Michaels on the transaction. UBS Investment Bank was its financial advisor.

Simpson Thacher & Bartlett and Paul, Weiss, Rifkind, Wharton & Garrison provided legal advice to Apollo Global. Credit Suisse was its financial advisor. There were no lawyers from Texas involved.

The Simpson Thacher team was led from Los Angeles by corporate partners Gregory Klein and Michael Kaplan, along with associates Daniel Switts and Claire Hutar. Pitching from Palo Alto were were Mark Myott, and Megan Whitman.

Like most brick-and-mortar retailers, Michaels has been under tremendous pressure for the past several years; first, because of the challenges borne by online competition, then by a global pandemic that accelerated that process.

“The Company’s impressive growth transformation, including our financial and operational performance in the unprecedented environment of the pandemic, led to an unsolicited offer to buy the company,” said James Quella, Chairman of the Michaels Board of Directors, in a statement.

Upon the completion of the transaction, Michaels will become a privately held company and shares of MIK common stock will no longer be listed on any public market.

The company currently operates 1,275 stores in 49 states and Canada with custom framing operations along with the sale of craft supplies.

New York-headquartered Apollo Global manages $455 billion in assets through at least 15 offices worldwide, including a major office in Houston.

Locke Lord Advises ProChem Energy on ReCap

On March 3, ProChem Energy Services — a provider of midstream production chemicals and corrosion protection services — announced a recapitalization partnership with Creedence Energy Services. Terms of the deal were undisclosed.

Headquartered in Healdton, Oklahoma, ProChem services oil & gas producers in the Permian, Eagle Ford and Scoop Stack Basins. In addition to its Oklahoma headquarters, ProChem has three locations in Texas in Odessa, Snyder and Oakwood.

Creedence Energy Services, based in Minot, North Dakota, provides chemicals and services for oilfield production and midstream operations the Bakken and Permian basins.

Locke Lord advised on the recapitalization with a team led from Houston by Joe Perillo and Rachel Fitzgerald, along with Jerry Higdon, Ed Razim, Freddy Feldman, Buddy Sanders, Evan Blankenau, Stuart Lawson, Case Towslee (also of Houston) and Mark Backofen (of Dallas).

The partnership includes founder John Turner and other managers of the largely family-owned business.

Creedence Energy Services is a portfolio company of Tower Arch Capital. Based in Salt Lake City, Utah, Tower Arch Capital specializes in small-to-midsize capital investments in entrepreneurial and family-owned businesses.

Kirkland Advises SPAC on $790M Acquisition of Rocket Lab

Rocket Lab, a private launch and space systems provider, announced March 1 that it is going public via SPAC merger with Vector Acquisition Corporation in a $790 million transaction.

The deal includes $320 million from Vector’s acquisition trust account and a fully committed $470 PIPE subscribed by Vector Capital, BlackRock and Neuberger Berman, among other top-tier investors. The combined companies will be named Rocket Lab and trade on the Nasdaq under the ticker RDLB.

Founded in 2006, Rocket Lab provides end-to-end mission services for civil, defense, and commercial markets. Headquartered in Long Beach, California, Rocket Lab designs and manufactures the Electron and Neutron launch vehicles and Photon satellite platform.

Vector Acquisition was advised by Kirkland & Ellis with a team led from Houston by corporate partners Debbie Yee and Sean Wheeler. The team also included partners Travis Distaso and Cephas Sekhar along with associates Sami Ghubril, Alon Takac, Alan Radegan and Charles Inclan; tax partner David Wheat and associate Nicole (Dressler) Martin; capital markets partner Christian Nagler; technology & intellectual property transactions partner John Lynn; executive compensation partner Rohit Nafday; and employee benefits partner Alexandra Mihalas.

Deutsche Bank Securities was financial advisor to Vector and placement agent on the PIPE.

Goodwin Proctor advised Rocket Lab on the deal, with Mogran Stanley as financial advisor.

Since its first orbital launch in January 2018, Rocket Lab’s Electron launch vehicle has become the second most frequently launched U.S. rocket annually and has delivered 97 satellites to orbit for private and public sector organizations. The launches take place from company-operated sites in New Zealand and Virginia.

Following the closing of the transaction, the Company will continue to be led by Founder and CEO Peter Beck. Alex Slusky, CEO of Vector and CIO and Founder of Vector Capital, will join Rocket Lab’s Board of Directors alongside Sven Strohband of Khosla Ventures, David Cowan of Bessemer Venture Partners, Matt Ocko of DCVC and Mike Griffin, independent director.

Vector Acquisition, the blank check company, is led by technology investor Alex Slusky, founder and chief investment officer of Vector Capital, a San Francisco-based private investment firm focused on the technology sector.

NOW Inc. Acquires Flex Flow as Locke Lord Advises

NOW Inc. announced March 1 that it had acquired all the Flex Flow business assets from GR Energy Services, a portfolio company of Pine Brook. Terms of the all-cash acquisition were undisclosed.

Midland-based Flex Flow provides rental, sale and service of surface-mounted horizontal pumping systems and horizontal jet pumping systems.

Locke Lord advised the sellers, GR Energy on the deal, with a team led by Houston partner Joe Perillo and Jeannie Diep with assistance from Matt McKenna, Ed Razim, Sara Longtain, Jerry Higdon, Buddy Sanders and Steve Boyd (all of Houston) and Van Jolas (Dallas).

NOW Inc. is one of the largest distributors production products to energy and industrial markets in the upstream, midstream and downstream energy sectors.

Gibson Dunn Advises Meridian Adhesives on European Acquisitions

Median Adhesives announced the acquisition March 3 of GENTEC and FT Polymer, two European-based adhesive suppliers for the electronics, medical, aerospace and automotive industries. Terms of the transaction were undisclosed.

Both GENTEC and FT Polymer have been long-standing partners with Meridian’s electronics division, which is composed of Epoxy Technology, Inc., Epoxy Technology Europe, and Epoxies, Etc. GENTEC currently serves Belgium, The Netherlands and Luxembourg, while FT Polymer serves France, Morocco, Tunisia and Algeria.

The electronics division of Meridian Adhesives Group provides high technology products with experienced technical support. Epoxy, urethane, silicone and UV materials that are manufactured by Epoxy Technology and Epoxies, Etc. have been used in some of the most demanding applications in electronics production.

Gibson Dunn & Crutcher advised Meridian with a corporate team led from Houston by partner Stephen Olson and from Paris by partner Bernard Grinspan. The team included Texas-based partner James Chenoweth on tax, Dallas partner Krista Hanvey on benefits and lawyers from Los Angeles and Paris.

Meridian Adhesives is headquartered in Dalton, Georgia.

Digital Colony Advised by Simpson Thacher in $854M Boingo Wireless Acquisition

Digital Colony partners announced March 2 that it has agreed to acquire networked communications provider Boingo Wireless for $854 million, a take-private deal that includes the assumption of Boingo’s $199 million in debt.

Boingo Wireless, Inc., based in Los Angeles, is a leading distributed antenna system and Wi-Fi provider that serves carriers, consumers, property owners and advertisers. The $14 per share acquisition price represents a 23% premium to Boingo’s closing price of $11.40 on February 26.

Digital Colony affiliates involved in the transaction were advised by Simpson Thacher with a team led from Houston by partners David Lieberman and Christopher May.

They were backed by associates Sung Jin and Zain Rifat (Houston); partner Brian Gluck and associates Leah Nudelman and Simone Worthy (Credit); partner David Rubinsky, Counsel Joo Hyun Lee and associate Allison Sweeney (Executive Compensation and Employee Benefits); partners Ryan Bekkerus and Jonathan Lindabury and associate Caitlin Wood (Capital Markets); partner Drew Purcell and associates Brian Mendick and Suzy Yaster (Tax); partner Lori Lesser, Counsel Genevieve Dorment and associate Bobbie Burrows (IP); Senior Counsel Michael Isby (Environmental); and Counsel Dennis Loiacono (Real Estate). All attorneys are based in New York unless otherwise stated.

Headquartered in Boca Raton, Florida, Digital Colony is a global investment firm dedicated to strategic opportunities in digital infrastructure. The firm was launched in 2018 by Digital Bridge Holdings and Colony Capital, Inc. a leading global real estate and investment management firm.

Latham Advises Beacon Street Group in SPAC Go-Public Merger

Beacon Street Group, a subscription platform for self-directed investors, announced March 2 that it is going public through a SPAC merger with Ascendant Digital Acquisition Corp.

Under terms of the merger, Beacon Street will receive $564 million in cash, including $414 million from Ascendant’s funds in trust and another $150 million from a private placement PIPE.

Baltimore-based Beacon Street was advised in the transaction by Latham & Watkins with a team led by Ryan Maierson with lawyers from New York, Chicago, San Francisco and Washington, D.C.

Ascendant is focusing on businesses that operate within the “Attention Economy,” which includes various converging sectors, such as interactive entertainment, film/television, music, comics, board games, books, esports, live events and other forms of consumer entertainment, enabling services

Oppenheimer & Co. Inc. and Odeon Capital are serving as financial advisors to Beacon Street.

Ascendant was advised on legal matters by White & Case, with UBS Investment Bank serving as financial and capital markets advisors. UBS Investment Bank, Oppenheimer and Odeon Capital are co-placement agents on the PIPE, with Ropes & Gray advising the placement agents.

Beacon Street is currently comprised of 12 primary customer facing brands, offering more than 160 products, and serving a community of more than 10 million self-directed investors. Beacon Street is a 100% digital, direct-to-consumer company offering its research across a variety of platforms including mobile, desktops, and tablets.

Mark Gerhard, CEO of Ascendant, stated, “Our goal was to find a great business with a massive addressable market, strong leadership and compelling growth potential competing in what we call the ‘Attention Economy.’

“We believe Beacon Street’s world class, subscription-based financial information platform is aligned with our criteria.”

At the closing of the business combination, assuming no redemptions by Ascendant’s existing public stockholders, approximately 20% of the common stock of the Company is expected to be held by public investors, with existing Beacon Street equity holders owning the rest.

The board will initially be comprised of seven directors, including two directors appointed by Ascendant and five by Beacon Street, including Beacon CEO Mark Arnold and three independent directors.

Latham Advises Cipher Mining on SPAC Merger with Good Works

Cipher Mining Technologies Inc., a newly formed U.S.-based Bitcoin mining operation created by Bitfury, announced March 5 that it is going public via SPAC combination with Good Works Acquisition Corp. Bitfury is a full-service block chain provider based in Amsterdam.

Based in Houston, Good Works Acquisition is sponsored by I-B Good Works, an affiliate of I-Bankers Securities and is headed by CEO Fred Zeidman, co-chairman Douglas Wurth and president Cary Grossman.

Cipher Mining Technology is expected to receive approximately $595 million in gross cash proceeds including $170 million from the Good Works trust account raised via IPO in October and $425 million from fully committed stock PIPE. The PIPE anchored by Fidelity Management & Research and Counterpoint Global, an affiliate of Morgan Stanley, but also includes a $50 million in-kind investment from Bitfury.

The combined company is expected to be listed on the Nasdaq as CIFR with an enterprise value of $2 billion.

Cipher Mining was advised by Latham & Watkins with a team was led by partners David Stewart, based in Moscow, and the ubiquitous Ryan Maierson in Houston, as well a lawyers in Frankfurt, London, Los Angeles and New York. Wells Fargo Securities, is serving as lead financial advisor to Cipher Mining and co-placement agent on the PIPE.

Schiff Hardin is acting as legal counsel to Good Works and J.P. Morgan Securities is acting as its financial advisor. Mayer Brown is advising the placement agents.

Current Cipher Mining shareholders will become the majority owners of the combined company at closing with approximately 70% ownership in the pro forma company and all existing shareholders and investors will continue to hold their equity ownership subject to a two year lock-up period. The PIPE investors, including Bitfury, will own approximately 15%, Good Works, inclusive of its founder shares will own approximately 7.5%, and Cipher employees will own approximately 7% of the pro forma company at closing.

Norton Rose, Baker Botts Advise on Middle East deSPAC Transaction

Norton Rose Fulbright reported its involvement in an international SPAC transaction focused on Anghami, a popular streaming company in the Middle East.

Anghami announced March 3 that it was going public through merger with a blank check entity, Vistas Media Acquisition Company. The combined company will be known as Anghami and will be the first MENA technology company (Middle East or North African) to be traded on Nasdaq. It will trade under the ticker symbol “ANGH.”

Based in Abu Dhabi in the United Arab Emirates, Anghami was founded in 2012 by Eddy Maroun and Elie Habib as the first music-streaming platform in the MENA region. It offers more than 57 million songs with 1 billion streams a month to more than 70 million registered users, most of them Arabic speakers.

Anghami was advised by Norton Rose Fulbright with a team led from Istanbul but with heavy involvement from Texas-based lawyers. The team is led by Ayşe Yüksel Mahfoud, partner-in-charge of NRF’s Istanbul office. The team includes Houston partners Brian Fenske and Trevor Pinkerton, along with Houston associates David Moore and Rishika Sengupta. Dallas partner Todd Schroeder and statutory legal intern Cem Tecimer in Istanbul filled out the team.

Winston & Strawn acted as legal advisors to VMAC and Vistas Capital Media with deNovo as financial advisor.

SHUAA Capital was advised in the US by Baker Botts with a team that included John Kaercher in Austin, Catherine Gallagher in Washington D.C. and Haitham Hawashin in Dubai.

VMAC, which raised $100 million in its IPO last August, is sponsored by Singapore-based Vistas Media Capital and SHUAA Capital, the UAE’s asset management and investment banking firm. SHUAA is listed on the Dubai Financial Market.

The company expects to have approximately $142 million of cash on its balance sheet at closing, including a $40 million PIPE subscribed by SHUAA for $30 million and by Vistas Media Capital for $10 million. Anghami was already backed by major MENA capital firms, who collectively own 68% of the company.

The company also has long standing partnerships with all major global labels including Universal Music Group, Sony Music and Warner Music Group. In addition, the Company has established direct partnerships with 36 telecommunication companies across the MENA region to boost free user acquisitions and facilitate conversion to paid subscriptions.

T&K Advises Riley Exploration on Go-Public Merger

Riley Exploration Permian Inc. announced that it had begun trading on March 1 following completion of a merger Feb. 25 between Tengasco and Riley Exploration — Permian LLC.

The merger included a 1 for 12 reverse stock split creating a reduction in shares of the combined company to about 17.8 million common shares and a change of headquarters for Riley from Greenwood Village, Colorado, to Oklahoma City. The shares are trading on the NYSE American.

Thompson & Knight advised Riley Expoloration — Permian with a team led by Amy Curtis, and included Dean Hinderliter, Debra Villarreal, Jason Loden, Tony Campiti, Ashley Phillips, Kurt Summers, Courtney Roane, Jana Wight, Matt Alexander and Lev Prichard.  Riley Exploration Permian was also represented in the transaction by di Santo Law.

Davis Graham and Stubbs counseled Tengasco with ROTH Capital Partners serving as financial advisors.

The combined company is an independent oil and gas company with a focus in Permian Basin, particularly in the San Andres formation in the Permian’s Northwest Shelf.

V&E Advises Airbrake in Acquisition by LogicMonitor

LogicMonitor, a cloud-based provider of infrastructure monitoring, announced Feb.25 that it had acquired Airbrake, a performance monitor centered on program developers.

The company, based in Santa Barbara, California, said the platform will enable developers to gain visibility into workflows and development ensuring flawless deployment of program releases. Terms of the transaction were undisclosed.

Vinson & Elkins advised Airbrake with a corporate team was led by partner Paul Tobias. The team included senior associate Luke Thomas and associates Olivia Espy Huntington and Alan Albrecht. Also advising were partner David Peck, senior associate Allyson Seger and associate Maddie Brown (tax); partner Shane Tucker and senior associate Austin Light (executive compensation/benefits); senior associate Ben Cuckerbaum (technology transactions/IP); and partner Sean Becker and associate Peter Goetschel (labor/employment).

Based in San Francisco, Airbrake was founded in 2008 and received a round of funding by Elsewhere Partners. The company’s platform is designed to access on-demand application errors and user experience insights in real time. It also identifies and corrects errors throughout the code pipeline.

The Airbrake acquisition marks the second acquisition in just over a year for LogicMonitor, who also acquired Stockholm-based log analytics company Unomaly in January 2020.

CAPITAL MARKETS ISSUES

V&E Advise on $336 Million Focus Financial Secondary Offering

Focus Financial Partners Inc., an independent wealthy management fiduciary firm, announced Feb. 25 that it had priced an underwritten secondary offering of 7 million Class A common shares at $48.00 per share, an aggregate $336 million in proceeds.

Shares offered include 262,306 by Focus and 6,737,694 offered by Focus stockholders KKR and Stone Point Capital. Focus Financial will not benefit from the sale by those stockholders.

The V&E team was led by partner Brenda Lenahan with assistance from partner Robert Seber, senior associates Stancell Haigwood and Lucy Liu, and associate Maram Mahajna. Also advising on the matter were partner Lina Dimachkieh and senior associate Allyson Seger (tax).

Goldman Sachs & Co. LLC, BofA Securities, KKR, SPC Capital Markets LLC, Credit Suisse, BMO Capital Markets, Keefe, Bruyette & Woods and Truist Securities are acting as joint book-running managers and Fifth Third Securities, MUFG, Oppenheimer & Co., Raymond James, Regions Securities, Blaylock Van, Drexel Hamilton, Roberts & Ryan, R. Seelaus & Co., and Ramirez & Co., Inc. are acting as co-managers for the offering.

Focus said it will use the estimated $12.1 million from the sale of Focus common stock to exchange for newly issued units in Focus Financial Partners LLC, its operating subsidiary. The offering is not expected to dilute existing shares.

Latham Advises Warrior Technologies on $240M SPAC IPO

Latham & Watkins announced last week that it had advised Warrior Technologies Acquisition Corp. on its upsized IPO valued at $240 million.

The blank check company, headed by H.H. “Tripp” Womack III of Midland-based Anchor Energy Partners, as well as James P. Benson of Dallas-based Spectrum Capital, Todd Overbergen of Stellus Capital Management and Marc Rowland, founder of IOG Capital.

Latham & Watkins is representing Warrior Technologies Acquisition Company with a corporate deal team led by Houston partner Ryan Maierson, with Houston associates Dan Harrist, Erin Lee and Trevor Bossi. Advice was provided on tax matters by Houston partner Bryant Lee, with Houston associate Chelsea Munoz-Patchen; and on investment funds matters by Houston partner Ivana Rouse, with Houston associate Cassy Romano and Washington, D.C. associate Jason Xi.

Raymond James & Associates, Inc. and EarlyBirdCapital, Inc. are acting as joint book running managers for the offering.

The company says it will focus on acquiring an interest in “one or more businesses in the environmental services sector with a focus on environmental, social and governance (ESG) practices.”

Latham Advises on ECP Environmental Growth Opportunities IPO

Likewise, Latham reported its involvement last month in the IPO by the blank check company ECP Environmental Growth Opportunities Corp. priced at $345 million. The units began trading Feb. 9 on the Nasdaq under the ticker ENNVU.

Backed by Energy Capital Partners, the company says it intends to use the funds to “concentrate on combatting climate change by decreasing the carbon intensity of energy production, increasing the efficiency of industrial and consumer-related activities, expanding electricity storage and distribution, and improving the overall sustainability of the economy through efforts to lower pollution and increase beneficial reuse.”

The Latham team was led Houston partner Ryan Maierson and New York partner Andrea Schwartzman, with Houston associates Bryan Ryan, Jordan Mack and Brent Wagner and Washington, D.C. associate Dan Cote. Advice was also provided on tax matters by New York partner David Raab, with New York associate Ron Moore; and on benefits and compensation matters by Washington, D.C. partner David Della Rocca.

Barclays, Morgan Stanley and BMO Capital Markets served as book runners for the offering.

Superior Plus Corp. Places $600M in 2029 Notes

Superior Plus Corp. announced March 1, the pricing of its private offering of $600 million in unsecured notes due 2029.

The upsized offering was made by its wholly-owned subsidiaries, Superior Plus LP and Superior General Partner Inc. The size of the offering reflects an increase of US$100 million from the previously announced offering size of $500 million. The notes will bear interest at a rate of 4.5% per annum.

Latham & Watkins represents the initial purchasers in the offering with a deal team led by Houston corporate partners Michael Chambers and David Miller and Houston corporate associate Monica White, with assistance from Houston associates Denny Lee, Drew West, Sarah Dunn, and Dylan Carroll. Advice was also provided on tax matters by Houston partner Tim Fenn, with Houston associates Michael Rowe and Chelsea Muñoz-Patchen; and on environmental matters by Los Angeles counsel Joshua Marnitz.

Superior says it intends to use the net proceeds of the offering to redeem in full $350 million of its 7.0% senior unsecured notes due in July 2026 and use all remaining net proceeds to pay on its senior credit facility.

Toronto-based Superior holds two separate operating businesses, including an energy operation involved in the distribution of propane distillates and a special chemicals business.

In February, the company announced an agreement to sell the special chemicals business to Birch Hill Equity Partners for $725 million.

Latham Advises Underwriters in $300M Haymaker III SPAC IPO

On March 1, Haymaker Acquisition Corp III announced it had priced its IPO at $300 million, listing its units as HYACU the next day on the Nasdaq Capital Markets exchange.

Haymaker Acquisition aims to procure a company in the consumer and consumer-related products and services sector. Haymaker, the blank check company, is sponsored by Haymaker Sponsor III, an LLC headed by Stephen and Andrew Heyer. Stephen Heyer is chairman and COO of The Coca Cola Company. Andrew is CEO and founder of Mistral Equity Partners.

The underwriters were advised by Latham & Watkins with a team led by partners Marc Jaffe and Erika Weinberg in New York and Houston partner Ryan Maierson, with Houston associates Ryan Lynch and Madeleine Neet. Advice was also provided on tax matters by Washington, D.C. partner Andrea Ramezan-Jackson.

The Heyers have been early advocates for blank check company investments.

In 2018, Haymaker Acquisition, a SPAC headed by the Heyers, merged with OneSpaWorld in a take-public merger to become OneSpaWorld Holdings. Haymaker Acquisition II merged with ARKO Holdings, owners of a controlling in GPM Investments, a company that owns and operates a string of convenience stores and their affiliated suppliers.

Latham Advises Purchasers in $400M Notes Offering by Bristow Group

The Houston-headquartered Bristow Group announced the closing Feb. 25 of a $400 million private offering of 6.875% senior secured notes due 2028.

The company used the net proceeds from the offering to repay two term loans: $153.4 million to Macquarie Bank and $206.2 million to PK AirFinance. The company said it also intends to redeem $132.0 million in outstanding 7.750% senior notes due 2022.

Latham & Watkins LLP represents the initial purchasers in the offering with a Houston-based team led by partners Michael Chambers and Trevor Lavelle, with associates Drew West, Jessica Sherman, and Matt Cannon. Advice was also provided on tax matters by Houston partner Bryant Lee, with associate Dom Constantino; on environmental matters by Houston partner Joel Mack, with Los Angeles counsel Josh Marnitz; and on finance matters by Houston partner Pamela Kellet, with associate Max Fin.

V&E Advises Live Oak Mobility SPAC in $253M Upsized IPO

Live Oak Mobility Acquisition Corp., a blank check company sponsored by Live Oak Merchant Partners, announced March 4, that it had closed an up-sized IPO that yielded $253 million in aggregate proceeds.

When it filed with the SEC in February, the SPAC said it intended to raise up to $200 million in its initial public offering.

The company intends to use the funds to invest among companies in the mobility and motion technology sectors, which could include emerging technology companies, component/material suppliers, infrastructure providers and other mobility-related services.

Headquartered in Memphis, the acquisition company is led by Bob Ferguson of consultants Hawksbill Group, Richard J. Hendrix, founder of Live Oak Merchant Partners.

Vinson & Elkins advised Live Oak Mobility with a team led by partners Sarah Morgan and Scott Rubinsky, with assistance from senior associate Zachary Swartz and associates Layton Suchma and Carmen Guidry. Also advising were partners Jason McIntosh, senior associate Brian Russell and associate Lauren Nieman (tax).

Jefferies and BofA Securities acted as the book-running managers for the offering.

Winston Advised ION Geophysical on Direct Stock Offering

ION Geophysical, a Houston-based geodata provider for the energy and defense industries, announced the completion Feb. 25 of its direct offering of $10.5 million of its common stock.

The 2,990,001 shares at $3.50 per share.

Winston & Strawn partner Eric Johnson and associate John Niedzwiecki advised ION Geo on the offering. Both are in Houston.

A.G.P./Alliance Global Partners acted as the sole placement agent for the offering.

V&E Advises Underwriters for National Retail Properties Notes Offering

National Retail Properties announced March 1, a $450 million public offering of its 3.5% unsecured notes due 2051. The notes were offered at 98.132% with a yield to maturity of 3.602%, payable semi-annually.

The offering closes this week.

BofA Securities, Inc., Wells Fargo Securities, Morgan Stanley & Co., TD Securities (USA) and U.S. Bancorp Investments, Inc. are acting as joint book-running managers and representatives of the underwriters for the offering. RBC Capital Markets, Truist Securities, Inc. and PNC Capital Markets are acting as joint book-running managers for the offering. Citigroup Global Markets Inc., Capital One Securities, Inc. and Raymond James & Associates, Inc. are acting as senior co-managers for the offering.

Vinson & Elkins served as underwriters’ counsel with a team led by partners Chris Green and David Stone with assistance from associates Erin Torrez and Tyler Johnson. Advising on tax issues were partner Chris Mangin, senior associate Paige Anderson and associate Eyad Saqr.

Headquartered in Orlando National Retail holds retail properties with long term leases for chain operations like AMC, 7-Eleven, Camping World, LA Fitness, Main Event and Taco Bell.

Dallas Biopharmaceutical Instil Bio Registers IPO

Instil Bio, a Dallas-based biopharmaceutical that specializes in developing oncological technologies, filed with the SEC Feb. 26 for its initial public offering. The offering has not been formally priced.

Instil Bio describes the core of its business as developing tumor infiltrating lymphocytes (TIL) for the treatment of cancer. TIL has shown efficacy in the treatment of solid tumors. The company is currently building manufacturing facilities in the Los Angeles area and operates a facility in Manchester, UK.

Cooley is advising Instil Bio. Latham & Watkins is advising the underwriters with lawyers in New York.

Founded in 2918, the company in-licensed its first TIL technology from Immetacyte Ltd., a company that it acquired in March 2020 for $15.5 million, according to SEC documents. In the lifetime of the venture, it has raised $380.7 million, including $52.5 million thus far in 2021.

Latham Advises SPAC Flame Acquisition in $287.5M IPO

Flame Acquisition Corp., a blank check company sponsored by Houston investor James C. Flores,  announced March 1 that it had completed its IPO with gross proceeds of $287.5 million. The company says it will use the finds to find a suitable investment target in the energy industry.

A longtime energy executive, Flores is chairman and CEO of Sable Permian Resources and on the advisory board of Intrepid Financial Partners.

Latham & Watkins is advising Flame with a corporate deal team led by Houston partner Ryan Maierson, with Chicago associates Ben Winnett and Ryan Hudson. Advice was also provided on tax matters by Houston partners Bryant Lee and Jim Cole, with Houston associate Marianne Standley; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; on investment funds matters by Houston partner Ivana Rouse, with Houston associate Cassy Romano. The team included other lawyers in New York and Washington D.C.

Cowan and Intrepid were joint book runners for the deal.

Allen Pusey

Allen Pusey is a senior editor and writer at The Texas Lawbook.

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