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The Texas Lawbook

Free Speech, Due Process and Trial by Jury

  • Appellate
  • Bankruptcy
  • Commercial Litigation
  • Corp. Deal Tracker/M&A
  • GCs/Corp. Legal Depts.
  • Firm Management
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CDT Roundup: 26 Deals, 15 Firms, 193 Lawyers, $7.3B

December 24, 2021 Claire Poole & Allen Pusey

It sometimes feels a little repetitive to note that energy transition and the role of renewables are becoming important in the world of M&A transactions and funding. But in some ways, Vinson & Elkins — that bastion of traditional energy legal counsel — made it official last week with the publication of Power Play: How Private Capital Is Shaping the Energy Revolution.

The report, which leans on data from Pitchbook circa August 2021, puts it simply: “It is hard to imagine a bigger investment opportunity than the one presented by the emerging transition to a low-carbon future.”

The evidence is substantial.

PE investors invested $18.8 billion in renewables last year. It was under $5 billion just a decade ago. But even more interestingly, PE fundraising for renewables was $52 billion in 2020, far surpassing new money invested in fossil fuels, according to the V&E report.

Likewise, venture capital has stepped up its investments in renewables. Investments that a decade ago seemed fanciful are becoming routine — and profitable. In 2020, a year of pandemic-depressed energy demand, there were 109 exits from clean tech companies globally, valued at $30 billion.

One of the most notable changes, however, is the extent to which traditional energy companies have bought into the economic benefits of the renewables space. Dependence on fossil fuels remains both necessary and, of late, profitable; but increasingly new and more efficient technologies and processes are benefitting from investments by traditional O&G, according to the V&E report.

“Oil and gas may be shrinking as a percentage of the energy mix, but they are not going away, especially in the emerging markets,” the report notes. “At the same time, the major oil producers are putting money into renewables and energy transition technologies, betting that they will be a big piece of the energy future.”

Big investors in that space also include sovereign wealth funds (Norway, Netherlands, Korea) and public pension funds (New York City, Ontario Teachers).

Even specifically, the deals are important in Texas, as found in the Corporate Deal Tracker database.

In a deal announced just last month, the Ontario Teachers Pension Plan announced that it is purchasing 50% of a wind, solar and energy storage portfolio of NextEra Energy. For outside counsel the teachers turned to a Kirkland & Ellis team from Texas by Dallas partner Kevin Crews and his Houston/D.C. colleague Roald Nashi.

In March, Baker Botts helped Hunt Energy Network in their collaboration with Manulife Investment Management to form HEN Infrastructure in a deployment of Hunt’s traDER energy storage and distribution platform for the much-beleaguered Energy Reliability Council of Texas (ERCOT).

And in January, V&E client The Carlyle Group committed $374 million to the Canadian renewable infrastructure specialists AmpX.

The point is that private investments in renewables have moved far beyond speculative. They are an increasingly important — and profitable — factor in the growth of clean tech and clean energy regardless of public policy arguments.

The last full week before the holidays saw 26 transactions valued at $7.3 billion. The breakdown includes 18 M&A deals valued at $3.6 billion and 8 CapM deals valued at $3.7 billion, amounting to work for 193 mostly Texas lawyers at 15 different firms.

Last week (ending December 18) there were 16 deals for $5 billion and a year ago at this date there were 18 deals for $9.8 billion.

Weekly Corporate Deal Tracker Roundup Stats

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

Week EndingDeal CountAmountFirmsLawyersM&A CountM&A Value $MCapM CountCapM Value $M
March 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

Earthstone acquires Delaware Basin assets from Chisholm for $604M

Deal Description: Earthstone Energy Inc. announced Dec. 16 that it agreed to acquire the assets of privately held Chisholm Energy Holdings in New Mexico’s northern Delaware Basin for $604 million. Chisholm is majority owned by Warburg Pincus. The price consists of $340 million in cash at closing, $70 million of deferred cash due 12 months after closing and about 19.4 million shares of Earthstone’s Class A stock valued at $194 million based on a closing share price of $9.98 on Dec. 15. The cash portion is expected to be funded with cash on hand and borrowings under the company’s senior secured revolving credit facility. Earthstone obtained commitments from lenders to increase the borrowing base and elected commitments under its credit facility from $650 million to $825 million. The deal is expected to increase Earthstone’s net production by 39% and free cash flow by 100% in 2022 while only increasing share count by 22%, driving significant per share accretion, Earthstone said.

Expected Closing: Q1 2022

Chisholm’s Outside Counsel: Kirkland & Ellis led by corporate partners Adam Larson, Chris Heasley, Kim Hicks and Paul Knowlton and associates Alia Heintz, Jonathan Strom and Zach Scott; and capital markets partner Julian Seiguer and associate Ieuan List. 

Earthstone’s Outside Counsel: Haynes and Boone including Austin Elam along with associates Kim Mai and Camie Carlock; and Jones & Keller (Adam Fogoros in Denver)

Financial Advisors: Wells Fargo Securities for Earthstone (Jeff Carmichael and Kevin Adam) and Jefferies for Chisholm (Greg Chitty, Guy Oliphint, Ryan Gitomer and Cooper Solich)

Notes: Haynes and Boone says the deal marks Earthstone’s fifth acquisition in the past 12 months.

NuScale Power plans to go public via $413M merger with Spring Valley

Deal Description: NuScale Power said Dec. 14 it entered into a business combination agreement with Spring Valley Acquisition Corp. that will take it public. The combined company, which will be named NuScale Power Corp., will have an estimated pro-forma enterprise value of $1.9 billion and will be listed under the ticker symbol “SMR” upon closing. The transaction includes a $181 million oversubscribed, fully committed common stock PIPE anchored by global financial and strategic investors such as Samsung C&T Corp., DS Private Equity and Segra Capital Management with participation by Spring Valley’s sponsor Pearl Energy. The deal is expected to provide gross proceeds of up to $413 million to bolster and accelerate the commercialization of NuScale’s small modular reactor technology. Fluor estimates that it will control 60% of the combined company and remain a partner, providing NuScale with engineering services, project management and administrative and supply chain support.

Expected Closing: First half of 2022 if the deal clears Spring Valley stockholders

NuScale’s Outside Counsel: Stoel Rives

Spring Valley’s Outside Counsel: Kirkland & Ellis led by a Texas team including corporate partners Adam Larson and Allan Kirk and associate Maggie Hoffman, capital markets partners Matt Pacey and tax partners David Wheat and Joe Tobias with support from Salt Lake City and Washington, D.C.

Fluor’s Outside Counsel: Gibson, Dunn & Crutcher

Placement Agents’ Outside Counsel: White & Case

Financial Advisors: Guggenheim Securities to NuScale and Fluor and Cowen to Spring Valley; Guggenheim Securities and Cowen were placement agents to Spring Valley in connection with the PIPE offering

Clearlake takes exit from Proven Brands and KTB to Hain Celestial Group

Deal Description: New York-headquartered Hain Celestial Group, a provider of natural and organic foods, agreed to acquire Clearlake Capital’s Proven Brands and KTB Foods — makers of ParmCrisps and Thinsters baked snacks — for $259 million. Proven Brands is part of Clearlake’s Better For You food industry platform. Santa Monica-headquartered Clearlake acquired Proven Brands in 2014 and followed that with the acquisition of Kitchen Table Bakers two years later.

Proven Brands Financial Advisor: Piper Sandler

Proven Brands/Clearlake Outside Counsel: Sidley Austin advised with a cross-border team led from Century City by partner Mehdi Khodadad and Dallas by partner Scott Parel. The team also included includes Dallas associates Jocelyne Kelly, Rebekah Maloney and Claire Grace and lawyers from Los Angeles, New York, San Francisco, Chicago and Washington, D.C.

Hain Celestial Financial Advisor: BofA Securities

Hain Celestial Outside Counsel: Venable

Nauticus Robotics to merge with CleanTech Acquisition Corp.

Deal Description: Nauticus Robotics Inc., a Houston-based developer of cloud-based surface and subsea robots and software, and CleanTech Acquisition Corp., or CLAQ, announced Dec. 17 that they agreed to merge that will result in Nauticus becoming a publicly listed company. The pro forma equity valuation of the combination is expected to be $561 million with estimated cash proceeds projected to consist of CLAQ’s $174.2 million of cash in trust and $73 million from a fully committed PIPE investment in equity and convertible notes anchored by existing investors, including a unit of Transocean Ltd. Proceeds from the PIPE investment fully cover the minimum cash requirement for the transaction, reducing potential uncertainty, the firms said. Upon closing, CLAQ will be renamed Nauticus Robotics Inc. and is expected to remain listed on NASDAQ under the new ticker symbol “KITT.”

Expected Closing: First half of 2022

Transocean’s Outside Counsel: Baker Botts including corporate partners Doug Getten and Jim Marshall in Houston

CLAQ’s Financial Advisor: Chardan

CLAQ’s Outside Counsel: Loeb & Loeb

Nauticus’ Outside Counsel: Winston & Strawn led by Mike Blankenship in Houston and including, from Texas, Alexandra Santana, Louis Savage, Douglas Lionberger, John Niedzwiecki, Brandon Davidson, Robbie Oakes, Ben Smolij, Chris Ferazzi, Ryan Hunsaker, Dean Hinderliter, Eric Johnson, Franklin Shen and Ben Griffith

Chart Industries acquires Earthly Labs for $62M

Deal Description: Atlanta-based Chart Industries Inc. announced Dec. 14 it completed the acquisition of the 85% of Earthly Labs Inc. it did not already own for $62 million. Around 62% is being paid in cash and 38% is being paid in shares of common stock of Chart using a five-day volume-weighted average price per share of $169.42. Earthly Labs is a provider of small-scale systems to capture, recycle, reuse, track and sell carbon dioxide. Earthly Labs provides hardware, software and services to address half of all existing carbon dioxide emissions from industrial sources while converting molecules to value. Since inception, Earthly Labs has included Chart cryogenic CO2 storage tanks, vaporizers and regulators as a standard part of its offering to customers.

Chart’s Outside Counsel: Winston & Strawn

Earthly Labs’ Outside Counsel: Vinson & Elkins led by senior associate Michael Gibson in Austin with assistance from associates JP Lopez and Christina Wu; senior associate Allyson Seger and associate Lauren Nieman on tax; partner Shane Tucker and associate Maddison Riddick on executive compensation/benefits; counsel Christie Alcalá on employment/labor; and partner Matthew Dobbins on environmental.

Select buys Nuverra Environmental for $45M

Deal Description: Select Energy Services Inc. said Dec. 13 that it agreed to buy Nuverra Environmental Solutions Inc. for about $45 million, including the assumption of about $20 million of long-term debt net of cash. Nuverra stockholders will receive around 4.2 million shares of Select Class A common stock in exchange for all outstanding shares of Nuverra. Select inked a deal with holders of Nuverra stock who collectively represent around 85% of the outstanding voting shares to approve the transaction. Nuverra provides the removal, treatment, recycling, transportation and disposal of restricted solids, fluids and hydrocarbons for exploration and production companies operating across the U.S. Select also announced the closing of the acquisition of the U.S. onshore rentals and accommodations operations of HB Rentals, a unit of Superior Energy Services Inc., for 1.2 million shares of Class A common stock and $1.5 million in cash.

Expected Closing: Q1 2022 upon approval of Nuverra’s stockholders 

Select’s Outside Counsel: Vinson & Elkins led by partner Steve Gill in Houston with associates Jameson Miller, Jimmy Chalk, Travis Ewing, Ryan Polk and Autumn Simpson; partner Lina Dimachkieh and associates Sarah Coe and Andrew Mandelbaum on tax; partner David Wicklund, senior associate Caitlin Snelson and associate Layla Wehbe on finance; partner Shane Tucker, counsel Dario Mendoza and associate Maddison Riddick on executive compensation/benefits; and partner Devika Kornbacher and counsel Rajesh Patel on technology transactions/IP.

Select’s Financial Advisor: Energy Capital Solutions

Notes: V&E’s Gill also advised Select on its $1.3 billion merger with Rockwater Energy Solutions and, most recently, on its role as stalking horse bidder in the Chapter 11 cases of Basic Energy Services Inc. and Select’s acquisition of the assets of Agua Libre Midstream and water-related assets and operations of Basic.

Solutions by Text Secures $35M Edison Partners Investment        

Deal Description: Solutions by Text, a Dallas-based text messaging platform designed for consumer financial institutions, announced Dec. 13 a $35 million fund raise led by Edison Partners. The funding includes an investment by Stifel Venture Bank. The compliance-targeted text platform allows institutional control over regulatory-sensitive communications.

SBT Outside Counsel: Locke Lord advised with a team led from Michelle Earley in Austin and Whit Roberts in Dallas. They were assisted from Dallas by Phil Bush, Will Becker, Robin Shaugnessy, Laurie Davis, Sally Cooper and Brent Rubin as well as Jaremi Chilton from San Francisco.

Freestone closes $20M growth financing for Momentum

Deal Description: Tailwater Capital-backed Freestone HoldCo announced Dec. 15 that it agreed to lead a $20 million investment in Momentum Technologies, a Dallas-based lithium-ion battery and rare earth permanent magnet recycling company. Founded in 2016, Momentum installs and operates recycling plants using its modular, scalable recycling technology, which extracts high-purity metals from electronic or battery waste. Its technology was developed by the U.S. Department of Energy’s Critical Materials Institute at Oak Ridge National Laboratory. Halliburton Labs has been a strategic partner in Momentum’s plant design and commercialization. The financing will be used to fund Momentum’s first two battery recycling plants, which are expected to be commercially operational by year-end 2022, and the build-out of other commercial recycling facilities. Tailwater has raised $3.7 billion in committed capital and executed 100 transactions representing $22 billion in transaction value. The firm’s other energy transition investments include Frontier Carbon Solutions and Blue Tide Environmental.

Tailwater’s Outside Counsel: Kirkland & Ellis led by corporate partners Kevin Crews and Thomas Laughlin; tax partner David Wheat; and executive compensation partner Stephen Jacobson.

Ridgemar receives backing from Carnelian 

Deal Description: Houston-based Ridgemar Energy announced Dec. 14 the closing of an equity commitment from an investment fund managed by Carnelian Energy Capital Management. Terms weren’t disclosed. Ridgemar is pursuing an acquisition and development strategy in unnamed onshore basins in North America. Ridgemar is led by Preston Powell, who was previously a senior member of the investment team at Carnelian as well as Mina Elmalak and David Loveday, who bring technical and operating experience from prior roles at Concho Resources, ConocoPhillips and Chevron. Powell said in the release as the industry continues to consolidate, he is seeing attractive opportunities to capture assets and create value. Carnelian, also of Houston, has $1.8 billion in equity commitments.

Ridgemar’s Outside Counsel: Willkie Farr & Gallagher led by partner Michael De Voe Piazza and associate Will Thanheiser in Houston

German fragrance company Syrmise acquires Canadian flavor manufacturer

Deal Description: Symrise, a German manufacturer of fragrances and flavors, agreed to acquire Canadian food flavor company, Giraffe Foods. Terms of the transaction were undisclosed. Symrise acquired two production facilities in North America that research, formulate, manufacture, package and ship flavored ingredients in B2B sales.

Symrise Outside Counsel: Locke Lord partner Joe Perillo in Houston led Texas-based team of Laurie Davis, Mark Backofen and Van Jolas (all of Dallas) and Buddy Sanders, Jerry Higdon, Jeff McPhaul and Ed Razim (all of Houston).

DL Energy to acquire minority stake in CPV Fairview Energy Center from Apollo

Deal Description: Korea’s DL Energy agreed Dec. 16 to acquire a 25% equity interest in CPV Fairview Energy Center from Apollo Infrastructure Funds. Terms weren’t disclosed. As a result of the transaction, DL Energy will join CPV Fairview’s existing equity owners Competitive Power Ventures and Osaka Gas. CPV Fairview is a 1,050 megawatt power generation company. Apollo invested in CPV Fairview in 2018, supporting the energy center’s construction and operations since. CPV Fairview, based in Jackson Township, PA, has the capacity to supply more than 1 million homes and businesses with electricity. It is one of the most efficient gas units in the PJM-MAAC region, according to the release.

Expected Closing: Q1 2022

Apollo’s Outside Counsel: Vinson & Elkins led by Jim Fox in New York, Danielle Patterson in Houston and Patrick Whelan in New York with assistance from Waid Barfield in New York. Other Texas team members included Jason McIntosh, Andrew Mandelbaum and Timothy Tyler with assistance from Washington, D.C.

Apollo’s Financial Advisor: Macquarie Capital (USA) Inc. 

Kroll Bond Rating Agency sold to Parthenon Capital Partners

Deal Description: Boston-based Parthenon Capital Partners announced Dec. 13 that it is purchasing a majority stake in Kroll Bond Rating Agency, a global credit rating firm founded in the wake of the 2008 credit crisis. Terms of the deal were undisclosed. Based in New York, KBRA has grown to more than 400 employees in five offices in the U.S. and Europe. To date, KBRA has rated more than 50,000 capital markets issues worth nearly $3 trillion.

Parthenon Financial Advisor: Newbold Partners

Partenon Outside Counsel: Kirkland & Ellis

KBRA Outside Counsel: Gunderson Dettmer and Shearman & Sterling. The Shearman legal team was led from Texas by Russ Denton in Austin and Alain Dermarkar in Dallas. Other team members included associates Efren Lemus and Emily Greenwood in Dallas and Miranda Morton in Austin.

Dallas-based Longwater Opportunities sells two portfolio brands to Monument Microcap

Deal Description: Foley & Lardner revealed last week its involvement in the sale last month of two portfolio companies of Dallas-based Longwater Opportunities. Longwater, a private equity firm that acquires family-owned and operated manufacturing companies, announced Nov. 22 that it had sold two of its residential and commercial interior construction brands, San Benito Shutter and Lewis Cabinet Specialties, to Indianapolis PE Monument Microcap Partners. Terms of the deal were undisclosed.

Longwater Outside Counsel: The Foley team was led from Dallas by partner Chris Converse. Also on the team were partner Michael Donohue and associates Arthur Vorbrodt and Justin Cajero.

Bluespring to acquire Capital Planning Advisors

Deal Description: In its fifth acquisition of 2021, Kestra Financial’s Bluespring Wealth Partners broadened its national footprint with the announcement Dec. 9 that it is acquiring Capital Planning Advisors, a California wealth firm. The Capital client base of high net-worth individuals claims $1.1 billion in collective assets. Austin-based Bluespring specializes in the acquisition and support of wealth management firms. Terms of the transaction were undisclosed.

Capital Planning Financial Advisor: David Selig of Advice Dynamics

Kestra Outside Counsel: Dallas partners Robert Cardone and Alan Bickerstaff of Shearman & Sterling advised Kestra Financial along with Dallas associate Efren Lemus.

Notes: Bickerstaff was also involved in Bluespring’s acquisition of Hedeker Wealth, an Illinois firm, in August and Cincinnati-based Ritter Daniher in October.

Greystar closes $2 billion acquisition

Deal Description: The Finger Companies, Houston luxury residential property developer, announced December 15 the closing of its previously announced sale of $2 billion in portfolio real estate assets to South Carolina-based Greystar Real Estate Partners. The properties, located in Houston, Dallas and Atlanta. The deal, first announced in October, expands Greystar’s presence in the Sunbelt, and gives Houston the highest concentration of Greystar properties in the company’s portfolio.

Finger Financial Advisor: JLL Capital Markets with Dustin Seltzer, Scott Galloway and Robert Casas

Greystar Outside Counsel: Jones Day advised Greystone with partner Kyle Baltes leading from Chicago.

ORIX Capital acquires a majority interest in Odin Construction Solutions

Deal Description: New York PE ORIX Capital Partners announced December 15, the acquisition of a majority interest in Odin Construction Solutions, a geotechnical engineering and construction firm. Headquartered in Rocklin, California, Odin specializes in environmentally sensitive projects — levees, rail beds, dredging, landfill remediation, etc. Terms of the agreement were undisclosed, but Odin’s management team retains what was described as “a significant equity share” in the company.

Orix Financial Advisors: Truist Securities.

Orix Outside Legal Counsel: Kirkland & Ellis Advised Orix with a team led from Dallas by partners Kevin Crews and Courtney Jamison Roane.The team also included associates Catharine Hansard, Tess Dennis, Jack Dougherty and Parker Collins; debt finance partner Kimberly Perdue and associates Layton Bell, Michelle Williamson, Steven Keithley and Chris Gambini; tax partner Lane Morgan and associate Courtney Loyack; Dallas executive compensation partner Rob Fowler and lawyers from Chicago, New York and Washington D.C.

MidOcean Partners Acquires GHR Healthcare

Deal Description: MidOcean Partners, a New York PE firm announced December 13, that they had acquired Pennsylvania-based healthcare recruiting and staffing company GHR Healthcare from Platform Partners. Terms of the acquisition were undisclosed. GHR offers travel nursing, local nursing, per diem nursing, allied health, behavioral health, education, information technology, revenue cycle, as well as managed services, interim leadership and permanent placement services to healthcare facilities nationwide.

MidOcean Legal Advisor: Gibson Dunn & Crutcher.

GHR Financial Advisors: Houlihan Lokey.

GHR Outside Counsel: Willkie Farr & Gallagher advised GHR Healthcare with a team that included Houston partners Bruce Herzog and Scott Miller.

The Sterling Group officially exits Waco-based Time Manufacturing

Deal Description: The Sterling Group announced December 3 that it had completed the sale of its interest in industrial supplier Time Manufacturing to Miami-based H.I.G. Capital. Based in Waco, Time Manufacturing produces a line of vehicle-mounted aerial devices and bridge inspection vehicles, as well as a wide variety of fiberglass parts and devices –  truck bodies, toppers, booms and buckets.

Sterling/Time Financial Advisors: Baird and D.A. Davidson & Co.

Sterling/Time Legal Advisors: Willkie Farr & Gallagher with a team that included Bruce Herzog and Dvir Oren.

Notes: Houston-based Sterling Group acquired Time Manufacturing in 2017 from O’Flaherty Holdings Limited. Herzog advised Sterling/Time Manufacturing on its 2018 purchase of Aspen Aerials and its acquisition earlier this year of Ruthmann, a German manufacturer of working platforms.

CAPITAL MARKETS

Sysco Corp completes $1.25B in notes offerings

Deal Description: On Dec. 1 Houston-based Sysco Corp. completed its public offering of $450 million of 2.450% senior notes due 2031 and $800.0 million aggregate principal amount of its 3.150% senior notes due 2051. The food retailer plans to use the net proceeds from the sale, together with cash on hand, to fund a redemption of its 5.650% senior notes due 2025 and 3.550% Senior Notes due 2025.

Sysco Outside Counsel: Bracewell

Underwriters: BofA Securities, Goldman Sachs & Co., J.P. Morgan Securities, TD Securities and Wells Fargo Securities acted as joint book-running managers.

Underwriters Counsel: Baker Botts advised the underwriters with a team led from Houston by partner Justin Hoffman along with special counsel Eileen Boyce. Assisting were associates Emmie Proctor, Daniel Jung and Michael Donnellan as well as tax partner Jon Lobb and associate Phillip Clifton, all of Houston.

Energy Transfer priced offering of CenterPoint units at $765M

Deal Description:  Energy Transfer announced Dec. 7 the pricing of its previously announced underwritten secondary public offering of 86.9 million common units representing limited partner interests in ET by CenterPoint Energy Midstream Inc., a unit of CenterPoint Energy Inc.. The gross proceeds were $665.2 million. The offering was expected to close on Dec. 10. The selling unit holder granted Citigroup, J.P. Morgan and Morgan Stanley as representatives of the underwriters a 30-day option to purchase up to 13 million additional common units. At close, the deal came to $765 million. ET isn’t selling any common units and won’t receive any proceeds from the sale of common units in the offering. 

Underwriters’ Counsel: Hunton Andrews Kurth including Texas team members Hannah Bradley, Kathleen Dill, Jordan Hirsch, Mike Hoffman, Robert McNamara, Mike O’Leary, Kelli Regan, Casey Shaw, Lisa Shelton, Tim Strother and Harve Truskett.

Counsel to the other parties: Baker Botts, Latham & Watkins

Howard Energy closes financing transactions to position it for growth, value creation

Deal Description: Howard Energy Partners announced Dec. 16 that it closed on a series of strategic financing transactions, including its inaugural senior unsecured notes offering and an extension of its $1 billion revolving credit facility. The company priced $400 million of 6.75% senior unsecured notes due 2027 at par. The transactions give the company $600 million of available liquidity and a long-term structure to prudently access institutional debt capital. The proceeds will help finance the previously announced build-out of HEP’s major renewable diesel logistics facility in Port Arthur, Texas, which is underpinned by a long-term agreement with Diamond Green Diesel, a 50/50 joint venture between Valero Energy Corp. and Darling Ingredients Inc. The construction of its renewable diesel logistics facility is underway and is expected to be in-service in the fourth quarter of 2022.

Lead left bookrunner/arranger/administrative agent: RBC Capital Markets

Howard’s Outside Counsel on notes offering: Vinson & Elkins led by partners David Stone and Thomas Zentner, with assistance from associates Will White, Markeya Brown, Shane Copelin, Nate Richards and Drew Clements. Also advising were partner Jim Meyer and associate Jeff Slusher (tax); partner Matthew Dobbins and associate Ryan Vanderlip (environmental); counsel Damien Lyster (energy regulatory); and partner James Longhofer and associate Brittany Simington (finance).

Howard’s Outside Counsel on credit facility: Sidley Austin with a Houston team that included: partners Herschel Hamner and Daniel Allison, as well as associates Andy Chen, Mahalia Doughty and Kevin Carson.

Underwriters Counsel on offering: Baker Botts including, from corporate: Josh Davidson (partner, Houston); Douglas Getten (partner, Houston); Justin Hoffman (partner, Houston); Catherine Baker Ellis (associate, Houston); Malakeh Hijazi (associate, Houston); Bryson Manning (associate, Houston); Thomas B. Blackwell (associate, Houston); on finance Richard Sitton (senior counsel, Houston); on tax Jon Lobb (partner, Houston) and Jared Meier (senior associate, Houston); on executive compensation and benefits Jason Loden (partner, Dallas); on energy regulatory Emil Barth (partner, Houston); on environmental J. Scott Janoe (partner, Houston) and Austin Echols (associate, Houston); on international trade Matthew T. West (partner, Houston); on litigation Danny David (partner, Houston); on renewables Jason Bennet (partner, Houston); and on global projects Scott Looper (partner, Houston), Carlos Solé (partner, Houston) and Gabbi Feldman (associate; Houston).

Counsel to administrative agent on credit facility: Holland & Knight

Southwestern Energy prices $328.2M block trade by Indigo holders

Deal Description: Spring-based Southwestern Energy Co. announced Dec. 13 the pricing of the previously announced underwritten block trade of more than 63.9 million shares of its common stock by certain shareholders who received their stock as part of its acquisition of Indigo Natural Resources. The gross proceeds amounted to $328.2 million. Southwestern won’t sell any shares in the offering and won’t receive any proceeds from the sale. The offering was expected to close on Dec. 15.

Book-Running Manager: J.P. Morgan Securities

Underwriters’ Counsel: Vinson & Elkins led by partner Thomas Zentner with help from associates Charlie Fitzpatrick, Philip Turpin, Nina Ramachandran, Cole Leveque and Stuart Lawson.

Notes: V&E’s Zentner also served as underwriters’ counsel in connection with Southwestern’s public offering of $1.15 billion in senior notes.

Swiftmerge SPAC Prices $200M IPO

Deal Description: Swiftmerge Acquisition Corp., a blank check company sponsored by the Canadian PE firm IVEST Consumer Partners, announced Dec. 14 the pricing of 20 million shares in its initial public offering at the usual SPAC pricing of $10 per share. The company says it plans to target “disruptive consumer companies” that utilize the internet creatively to engage a customer base. The management team includes veteran managers George Jones and Sam Bremner.

Underwriter: BofA Securities is acting as sole underwriter of the IPO.

Swiftmerge Outside Counsel: Kirkland & Ellis advised Swiftmerge with a mostly Texas team led by Houston partner Matt Pacey, along with Houston associates Billy Vranish, Steven Lackey and Dallas associates Colton Lyons and Ben Sharp; Boston corporate partner Christian Atwood with Boston associates Emily Deagen and Daniel Sylvia; and tax partner Mark Dundon in Houston and associate Victoria Chang in Austin.

CBD wellness SPAC offers $120M IPO

Deal Description: Jupiter Wellness Acquisition Corp., a blank check company sponsored by a cannabidiol (CBD) health and wellness products company, announced December 6, the pricing of its initial public offering of 12 million units at $10 per unit.

Jupiter Outside Counsel: Ellenoff Grossman & Schole advised Jupiter. Barry Grossman and Lijia Sanchez led from New York.

Underwriters: I-Bankers Securities is the sole underwriter of the offering.

Underwriters Counsel: Shearman & Sterling advised the underwriter, led by Dallas partners Bill Nelson and Alain Dermarkar. Dallas associates Efren Lemus and Sara Predergast assisted. Partner Jennifer Morton and associate Taylor Pugliese advised on regulatory matters from New York.

Notes: On December 10, the sponsor company, Florida-based Jupiter Wellness, announced its acquisition of Next Frontier Pharmaceuticals. The combined company intends to become a leading developer and manufacturer of pharmaceutical cannabinoids and psychedelics.

Summit Midstream launches offer to exchange preferred for common units

Deal Description: On Dec. 14 Summit Midstream Partners announced that it began an offer to exchange any and all of its 9.50% Series A fixed-to-floating rate cumulative redeemable perpetual preferred units for newly issued common units representing limited partner interests in the partnership. For each Series A preferred unit that is accepted in the exchange offer, the holder will receive 38 common units. The exchange offer is scheduled to expire on Jan. 12, unless extended.

Summit’s Outside Counsel: Baker Botts including corporate partners Josh Davidson and Clint Rancher, senior associate Sarah Dodson and associates Emmie Proctor, Malakeh Hijazi and Austin Lee and partner Michael Bresson and senior associate Jared Meier, all of Houston.

Notes: BB’s Davidson advised Summit on the acquisition of its general partner and common units from Energy Capital Partners.

Bank7 Corp in Secondary Offering

Deal Description: Oklahoma City’s Bank7 Corp. announced December 9, the launch of a secondary public offering of 1 million shares at $22.00 per share. The offering includes shares not owned by Bank7 and the company receives no proceeds from the sale. The company owns 12 locations in Oklahoma, Kansas and North Texas.

Underwriters: Keefe, Bruyette & Woods acted as book-running manager with Stephens Inc. as co-manager for the offering.

Underwriters Outside Counsel: Bracewell advised the underwriters with a team led by Houston partners Will Anderson and Joshua McNulty, along with associates Shannon Baldwin and Margo McEntire.

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