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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: 26 Deals, 17 Firms, 244 Lawyers, $14.6B

December 12, 2023 Claire Poole

What a difference a week makes. Texas attorneys worked on three billion-plus M&A deals last week, all in different sectors: Pharmaceuticals, airlines and energy, albeit it a clean one. Let’s take apart one by one to see if we can spot any trends.

Roche’s $3.1 billion purchase of Carmot Therapeutics in California signifies the quest of finding a magic pill for obesity, which 42 percent of Americans suffer from, according to the Centers for Disease Control and Prevention.

Roche wants to play the game dominated by Novo Nordisk and Eli Lilly in the weight-loss market, which some analysts claim could reach as much as $100 billion. Join the club: AstraZeneca agreed in November to pay up to $2 billion for the rights to an experimental diet pill from China’s Eccogene. 

In the second billion-dollar deal, Alaska Air Group Inc. announced it plans to acquire Hawaiian Airlines for $1.9 billion, an astounding 270 percent over Hawaiian Airlines’ closing stock price the previous trading period.

Why such a crazy premium? While Alaska Air may have not wanted a competing bidder, it wants to capture meaningful economies of scale in ticketing and scheduling as well as the value of Hawaiian Airlines’ trans-Pacific network. Federal and state regulators (namely Hawaii) may fight it.

Finally, there’s EnergyRe’s announcement that it raised a $1.2 billion capital package from Glentra Capital, Novo Holdings and Denmark-based pension fund PKA.

EnergyRe wants to develop more large renewable energy projects, including utility-scale transmission and storage, onshore wind and solar generation and offshore wind. EnergyRe CEO Miguel Prado said the company is focusing on decarbonizing U.S. cities and “hard-to-abate” energy load centers with state-of-the-art electric grids that unlock new sources of clean power across the country.

These big projects require big money. For example, EnergyRe is a partner on Clean Path NY, a public-private collaboration to develop 3,800 megawatts of new wind and solar power and a 175-mile, underground 1,300 megawatt high-voltage direct current transmission line. Cost: $11 billion.

The through line on all three deals? Broadly speaking, these companies are wanting to gain an edge over their competitors while making the world a better place. Isn’t that what we all want?

With the end of 2023 clearly in sight, deal volume rose for the week ending Dec. 9 to 26 transactions worth $14.6 billion. While M&A action remained healthy with 16 deals valued at $8 billion, year-end capital markets transactions reached double digits for the first time since XXX with 10 transactions valued at $6.5 billion, including a rare IPO.

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
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

M&A/FUNDINGS

Roche acquires Carmot for $3.1B

Deal Description: Roche announced Dec. 4 it agreed to acquire privately held obesity drug developer Carmot Therapeutics in Berkeley, Calif., for $3.1 billion, preempting Carmot’s plans to go public. The price includes $2.7 billion in cash at the closing and up to $400 million depending on the achievement of certain milestones. Upon closing, Roche will get access to Carmot’s R&D portfolio, including all clinical and pre-clinical assets, with Carmot and its employees joining Roche as part of its pharmaceuticals division. Roche will also have exclusive access to Carmot’s Chemotype Evolution discovery platform in metabolism to further strengthen Roche’s R&D efforts and portfolio across cardiovascular and metabolic diseases. Carmot’s R&D portfolio includes clinical stage subcutaneous and oral incretins with potential to treat obesity in patients with and without diabetes and preclinical programs.

Expected Closing: Q1 2024

Roche’s Outside Counsel: Sidley on the tech, IP and commercial aspects of the acquisition with a team led by Sharon Flanagan and Sally Wagner Partin in San Francisco and including Heather Palmer in Houston and Lauren Grau and Dina Kang in Dallas.

Carmot’s Financial Advisors: Centerview Partners and J.P. Morgan Securities

Carmot’s Outside Counsel: Cooley

Alaska Airlines, Hawaiian Airlines merge in $1.9B deal

Deal Description: Alaska Air Group Inc. and Hawaiian Holdings Inc. announced Dec. 3 that Alaska Airlines will acquire Hawaiian Airlines for $18 per share in cash for a transaction value of $1.9 billion, including $900 million of Hawaiian Airlines net debt. The parties expect at least $235 million of run-rate synergies. The combined organization will be based in Seattle under Alaska Airlines CEO Ben Minicucci. Alaska Air said the combined company will unlock more destinations for consumers and expand choice of critical air service options and access throughout the Pacific region, Continental United States and globally. The transaction is also expected to enable a stronger platform for growth and competition in the U.S. and long-term job opportunities for employees, continued investment in local communities and environmental stewardship.

Expected Closing: 12-18 months if the deal clears Hawaiian Holdings shareholders  (which is expected to be sought in the first quarter) and regulators

Alaska Airlines’ Financial Advisors: BofA Securities and PJT Partners

Alaska Airlines’ Outside Counsel: O’Melveny & Myers with a team led by Andor Terner (Newport Beach) and including Ashley Thurman, Kelsey French, Sean Horan and Sally Cook (Dallas)

Hawaiian Airlines’ Financial Advisor: Barclays

Hawaiian Airlines’ Outside Counsel: Wilson Sonsini Goodrich & Rosati

EnergyRe raises $1.2B from Glentra, Novo, PKA

Deal Description: EnergyRe, a Houston-based clean energy developer and affiliate of real estate concern Related Cos., announced Dec. 4 that it raised a $1.2 billion capital package to support the expansion of its large-scale renewable energy portfolio, including utility-scale transmission and storage, onshore wind and solar generation and offshore wind. The monies came from Glentra Capital alongside co-investors Novo Holdings and Denmark-based pension fund PKA. EnergyRe plans to use the funding to advance its mission of decarbonizing American cities with clean power and modern electric grids. In addition, a firm agreement has been reached with Elia Group for acquiring a stake in EnergyRe subsidiary EnergyRe Giga. The European transmission specialist will offer its expertise and experience in the development, construction, operation and maintenance of offshore transmission infrastructure, HVDC technology, transmission planning and congestion management. The capital package also includes a mandated corporate debt facility to be arranged by Santander and Deutsche Bank. EnergyRe’s portfolio includes a development pipeline in 17 states made up of 500 miles of high-voltage direct current transmission, 10.5 gigawatts of solar, wind and storage and 155 megawatts of distributed generation.  In 2022, EnergyRe acquired Southern Current, a developer of solar and energy storage assets, and launched Radial Power, a large-scale developer, owner and operator of distributed clean energy systems.

EnergyRe’s Placement Agent: BofA Securities

EnergyRe’s Financial Advisor: Lazard Frères & Co.

EnergyRe’s Outside Counsel: Gibson, Dunn & Crutcher with a corporate team that included partners John Gaffney, Daniel Alterbaum and Nicholas Politan and associate Jonathan Sapp. Partner Michael Cannon and associate Josiah Bethards advised on tax aspects, partner Attila Borsos on antitrust, partner Bill Hollaway on regulatory, partner Darius Mehraban on financing and partner Michael Collins on benefits.

EnergyRe’s In-House Counsel: Cynthia Martinez is general counsel

Glentra’s Outside Counsel: Kirkland & Ellis led by corporate partners Kristin Mendoza, Ahmed Sidik, Austin Uhm and Qasim Rasool and associate Marie-Joe Abi-Nassif with debt finance partner Robert Eberhardt, ESG and impact partner Alexandra Farmer and tax partners Bill Dong, Michael Masri, Sophia Han and Rebecca Fine.

Karoon buys assets from LLOC for $720M

Deal Description: Clifford Chance said Dec. 3 it is advising Australia’s Karoon Energy on its $720 million entry into the Gulf of Mexico via the acquisition of interests in oil and gas assets from LLOG Exploration. The deal comes with an additional $27 million of associated costs. Karoon’s purchase includes a 30 percent interest in the Who Dat and Dome Patrol and a 16 percent stake in Abilene oil and gas fields as well as in adjacent exploration and appraisal opportunities. Karoon said it would raise $312.43 million in an equity raise to fund the stake purchases. It will issue shares at A$2.05 apiece, a 14.6 percent discount to the stock’s recent close. Macquarie is underwriting the offering, with Gresham the financial advisor and Ashurst the outside counsel. The company will draw down $274 million from a new $340 million debt facility that it signed with banks including Macquarie and Deutsche Bank to fund the rest. Deepwater oil and gas operation field Who Dat is expected to add 4 million to 4.5 million barrels of oil equivalent to Karoon’s 2024 output. LLOG has been looking to sell its Gulf of Mexico oil exploration joint venture, according to Reuters. Karoon said the Who Dat field would help offset a natural production decline from its Bauna offshore operations, which it acquired from Brazil’s state-controlled Petrobras in 2020.

From Clifford Chance: The team was led by Houston-based partner David Sweeney with assistance from associates Hailey Hennessey, Matthew Mouer and Thomas Shattuck. The team also included Washington, D.C.-based partner Renee Latour, senior counsel David Evans, Hart-Scott-Rodino attorney David Michnal and associates Holly Bauer, Serena Seaman, and Elyssa Wenzel

LLOG’s Outside Counsel: Jones Walker (Rivers Lelong)

Karoon’s Regulatory Counsel: Liskow (Kathleen Doody)

Ineos acquires LyondellBasell’s Bayport ethylene oxide business for $700M

Deal Description: Ineos announced Dec. 8 an agreement with LyondellBasell to buy its ethylene oxide and derivatives business, including the Bayport Underwood site in Texas. The deal includes the two ethylene oxide plants and a glycol ethers plant together with all associated third-party business on the site. Ineos said ethylene Oxide plays a role in the day-to-day life of millions of people, as it’s a raw material used in large-scale chemical production around the world. It is necessary for the production of pharmaceuticals, cosmetics, semiconductors, polyester, food packaging, construction materials, antifreeze, brake fluids, solvents, paints, soap and detergents. Ineos bought its first facility in 1998 at Zwijndrecht Belgium. Tobias Hannemann, CEO Ineos Oxide, said the company is a leading producer in Europe and this step expands its business into the U.S., which is the world’s largest market. It also complements its ethanolamines production facility in Plaquemine, La. The LyondellBasell plant has access to cost advantaged U.S. energy, feedstocks and logistics networks. Peter Vanacker, LyondellBasell CEO, said the transaction is evidence of its focus on value creation through the execution of growing and upgrading its core.

Expected Closing: Q2 2024 if it clears regulators and other third-party approvals

Ineos’ Outside Counsel: O’Melveny with a team led by partners Phillip Oldham and Eric Zabinski, counsel Austin Elder and associates Luke Ohnmeis, Sahil Nooruddin, Brooke Alger, and Alex Witschey

LyondellBasell’s Outside Counsel: King & Spalding with a team including Jonathan Newton, Heath Trisdale, Andrew Ketner and Erin Mendez

Notes: The deal is the second big transaction O’Melveny’s Oldham has done for Ineos recently, following the $500 million acquisition of Eastman Chemical’s Texas City site in September.

Granite buys Lehman-Roberts, Memphis Stone & Gravel for $278M

Deal Description: Watsonville, Calif.-based Granite Construction Inc. announced Dec. 5 it acquired Lehman-Roberts Co. and Memphis Stone & Gravel Co., asphalt paving and asphalt and aggregates producers and suppliers. Terms weren’t disclosed in the press release, but an SEC filing said the price was $278 million. The deal was financed through a new $150 million term loan maturing in 2027 with the rest funded through Granite’s revolver and cash on hand. Granite CEO and president Kyle Larkin said the company is increasing its 2024 revenue target to a range of $3.8 billion to $4 billion and expects the acquisition to be accretive to EBITDA while maintaining its 2024 adjusted EBITDA margin range of 9 percent to 11 percent. The move expands Granite’s footprint and creates a new growth platform in Memphis. LRC operates seven asphalt plants serving greater Memphis and northern Mississippi while MSG operates three sand and gravel mines with an additional mine under construction. MSG has rights to an estimated 57 million tons of proven and probable reserves and 24 million tons of measured and indicated reserves. The companies’ senior leadership team, led by Pat Nelson, will remain to manage and develop the business.

Granite’s Outside Counsel: Shearman & Sterling including Alain Dermarkar, Kyle Park, Domenic Frappolli, Dillon Tan, Todd Lowther, Jonathan Cheng and Matthew Weston, among others

NGP provides $150M commitment to Segue Renewables

Deal Description: An affiliate of NGP, a Dallas-based energy private equity firm with $20 billion in cumulative equity commitments, announced Dec. 6 that it provided a $150 million capital commitment to Segue Renewables II.  San Francisco-based Segue will use the monies to fund development capital for clean energy and storage projects. Sam Stoutner, a partner at NGP, focuses on the sector. Segue has made two venture-like seed-stage investments in EV Realty, a commercial EV charging depot developer, and Reunion Infrastructure, a tax credit transfer marketplace. 

NGP’s Outside Counsel: King & Spalding with a team led by Mitch Tiras (Houston) and including James Larkin Smith (Houston) and Matthew Krimski (New York)

Ashford hands four hotels to Stirling in exchange for equity in $35M deal

Deal Description: On Dec. 6, Ashford Hospitality Trust Inc.’s subsidiaries, Ashford Hospitality Ltd. Partnership and Ashford TRS Corp., entered into a contribution agreement with Stirling REIT OP, a unit of Stirling Hotels & Resorts Inc., in which Ashford contributed its equity interests and the associated debt and other obligations in four hotel assets to the Stirling Operating Partnership in exchange for 1.4 million Class I Stirling units. The net contribution value was $35 million, which represents the appraised value of $56.2 million, the assumption of $30.2 million of debt and $9 million of net working capital and reserves. Ashford entered into various lock-up agreements.

Stirling’s Outside Counsel: O’Melveny & Myers with a team led by Will Becker and Whit Roberts and including Austin Elder, Sahil Nooruddin, Eleanor Gilbert, Sean Horan and Brennan Wong

Ladder raises $12M from Tapestry VC, LivWell

Deal Description: Austin-based strength training app Ladder announced Dec. 6 that it closed a $12 million series A round led by Tapestry VC and family office LivWell Ventures. Ladder claims it has had 500 percent growth in its membership this year, now exceeding 50,000 paying members and 4 million completed workouts. While most products offer a content library of cardio workouts, Ladder provides progressive, structured programming across various strength training modalities. Ladder is available to iOS users for $29.99 per month with a seven-day free trial without using a credit card.

Blackstone acquires Power Grid Components

Deal Description: Blackstone announced Dec. 5 that its affiliated private equity funds closed the acquisition of Power Grid Components Inc. from Shorehill Capital. Terms weren’t disclosed. PGC is a U.S. designer and manufacturer of a components for protection, monitoring and safety applications in electrical substations, a segment of the electrical grid responsible for managing and monitoring power flows and converting electricity into different voltages. As a supplier to many of the nation’s largest electrical utilities, PGC advances the global energy transition by improving the reliability, capacity, and safety of the grid by enabling the deployment of new renewable generation and by supporting broad electrification trends. PGC was founded in 2017 by CEO Rick McClure and Shorehill.  McClure and the other senior leaders will remain with the business in their positions after the transaction closes. David Foley, global head of Blackstone Energy Transition Partners, said the acquisition fits within one of its favorite investment themes: the U.S. electrical grid, joining its other recent grid-related investments, including Champlain Hudson Power Express, Sabre and Energy Exemplar. Blackstone Energy Transition Partners has invested $21 billion of equity globally across the energy sector.

Blackstone’s Outside Counsel: Kirkland & Ellis led by corporate partners Rhett Van Syoc and Zach Savrick, debt finance partner Yuli Wang and tax partner Mark Dundon. The team included corporate associates Mike Bassi, Evan Chavez, Markus Wang, Josh Stout, Kersten Kober and Jordan Martin; executive compensation partners Stephen Jacobson and Jabir Yusoff and associate Dillon Jones; tax partner David Morris and associate Grace Nielsen; and debt finance associates Annie Zhao and Yinan Guo.

Shorehill’s Outside Counsel: Wade Glover from Katten Muchin in Dallas

Ares buys Burnham RNG from PE firm Edge

Deal Description: Burnham RNG, a developer and owner of organic waste management and anaerobic digestion biogas assets across the U.S., announced Dec. 4 that a fund managed by Ares Management’s Infrastructure Opportunities strategy made an investment to acquire the company from private equity firm Edge Natural Resources. Terms weren’t disclosed. The investment from Ares will support Burnham in the further development and construction of its broader pipeline of renewable natural gas assets throughout the U.S. The acquisition follows Ares’ announcement of a investment in Dynamic Renewables earlier this year and represents its continued commitment to building scale in the waste-to-value space across feedstocks. Burnham is led by founder and CEO Chris Tynan, who has two decades of experience in financing and developing infrastructure projects. Ares has $15.1 billion in infrastructure equity and debt assets under management.

Edge’s Outside Counsel: Akin Gump Strauss Hauer & Feld with a team led by private equity partner Jesse Betts and included counsel Dasha Hodge and Kevin Tsai and associate Andrew Coleman. They were joined by tax partners Julia Pashin and Shariff Barakat; real estate partner John Bain; projects & energy transition counsel Hayden Harms; intellectual property partner David Vondle; environment & natural resources practice head David Quigley and senior counsel Andrew Oelz; executive compensation and benefits counsel Aaron Farovitch; labor and employment counsel Dustin Stark and associate Jenny Bobbitt; and complex litigation counsel Matthew Lloyd.

Ares’ Outside Counsel: Latham & Watkins led by partner David Owen in New York with associates Catie English and Aubrey Steiger. Advice was also provided on tax matters by Houston partner Jim Cole and Washington, D.C., counsel Isaac Maron; on benefits and compensation matters by Washington, D.C., partner Adam Kestenbaum with associate Courtney Thomson; on finance matters by New York partner Matt Henegar with associates Kailash Gupta, Lauren Lozada and Jack Klein; on environmental matters by Los Angeles/Houston partner Joshua Marnitz and Orange County counsel Joshua Bledsoe with associate Brian McCall; on real estate matters by San Diego counsel Aaron Friberg; on data and technology transactions matters by New York counsel Carrie Girgenti; on energy regulatory matters by Washington, D.C., partner Patrick Nevins; and on insurance matters by Los Angeles partner Drew Levin with associate Harrison White.

ProPetro acquires Par Five Energy Services

Deal Description: ProPetro Holding Corp. announced Dec. 4 the acquisition of the assets and business operations of Par Five Energy Services. Terms weren’t disclosed. Specializing in cementing services in the Delaware Basin, Par Five’s business complements ProPetro’s cementing business that operates predominantly in the Midland Basin region of the Permian Basin. The business will be integrated within ProPetro’s cementing operating team and brand. The transaction forms a comprehensive cementing business to better serve Permian operators and is complementary to ProPetro’s hydraulic fracturing and wireline completions businesses. ProPetro CEO Sam Sledge said the acquisition will allow the company to serve both the Midland and Delaware Basin areas of the Permian. ProPetro is expected to capitalize on potential revenue synergies. ProPetro management anticipates the acquisition of Par Five will increase ProPetro’s 2024 Adjusted EBITDA expectations by $10 million while converting 80 to 90 percent of that adjusted EBITDA into free cash flow. Established in 2011 by Curtis Tolle and the Chase family, Artesia, N.M.-based Par Five owns and manages more than 14 cementing spreads servicing oil and gas producers in southeastern New Mexico. ProPetro is a Midland-based provider of completion services to upstream oil and gas companies engaged in the exploration and production of North American unconventional oil and natural gas resources. 

ProPetro’s Financial Advisor: PPHB led by Ray Brown

ProPetro’s Outside Counsel: Vinson & Elkins with a team led by partner Mike Marek and associate Chandler Jones with assistance from Lauren Perillo, Mike Telle, Raleigh Wolfe, Scot Dixon, Lina Dimachkieh, Lauren Nieman, David D’Alessandro, Katherine Mull, Keira Kuntz, Matthew Dobbins, Kelly Rondinelli and Alex Bluebond.

Par Five’s Outside Counsel: Fort Worth-based Murphy Mahon Keffler & Farrier

LyondellBasell buys minority stake in Source One

Deal Description: LyondellBasell, which has one of its headquarters in Houston, announced Dec. 4 it acquired a minority share in Source One GmbH of Leiferde, Germany, a plastic waste sourcing and engineering company specializing in developing technical solutions for hard-to-recycle post-consumer plastic waste. Both LyondellBasell and Landbell will be shareholders in Source One. Landbell is a global service provider who operates a network of extended producer responsibility and take-back organizations worldwide. The investment provides LyondellBasell access to Source One’s engineering and plastic waste sourcing services. It also establishes a relationship with Landbell to provide plastic packaging waste volumes for LyondellBasell’s advanced recycling operations. Half of the shares in Source One will be held by 23 Oaks Investments, which together with LyondellBasell formed the joint venture Source One Plastics in 2022. Source One Plastics builds an plastic waste sorting and recycling facility in Germany.

LyondellBasell’s Outside Counsel: Jones Day led by Christian Krebs

LyondellBasell’s In-House Counsel: Jeffrey Kaplan is its general counsel in Houston

Hudson Hill invests in MarketTime

Deal Description: New York-based Hudson Hill Capital, a private investment firm founded by Eric Rosen, announced Dec. 5 a “significant” majority investment in MarketTime, a SaaS platform that offers a features to facilitate wholesale retail commerce between brands, manufacturer representatives, agents and retailers. Terms weren’t disclosed. Founded in 2008, MarketTime’s software platform provides tools to sales representatives and agencies to automate the wholesale transaction process and has expanded to offer a similar platform to manufacturers. The order management products automate the repeated interactions of buyers and sellers within wholesale retail commerce, replacing paper, pencil, email and Excel processes. The company also offers configurable branded websites to brands and analytics tools to brands, agencies and retailers. MarketTime CEO Chris Happ said the platform facilitates $6 billion of wholesale retail commerce. Eric Rosen, managing partner of Hudson Hill, said the transaction fits well with its approach to investing, helping founder-led businesses inflect their growth through the targeted application of the HHC playbook. 

MarketTime’s Financial Advisor: Canaccord Genuity

MarketTime’s Outside Counsel: Sidley Austin including S. Scott Parel, Courtney Gilberg, Jon Litsey, Lauren Grau, Adrienn T. Portnoy, Zach Johnston, Tara Lancaster, Andy J. Lau, Eric M. Winwood, Akshay Soman, Margaret Allen, Sophie Green, Stephen McInerney, Carly R. Owens, Heather Palmer, Greta T. Carlson, Elizabeth K. McCloy and Will Otter

Hudson Hill’s Outside Counsel: Winston & Strawn

Willkie counsels Benefit Resource, SBI

Deal Description: Willkie Farr & Gallagher said Dec. 7 it represented SBI on its acquisition of Sales Readiness Group, a sales training company, and Benefit Resource on its purchase of Pro-Flex Administrators, a third-party benefits administrator with a focus on consumer-driven benefits, benefit continuation and compliance services. Terms on both of the deals were undisclosed. This marks Benefit Resource’s first acquisition since Millennium Trust Co. purchased it in July. The SBI deal was announced on July 10 and the Benefit Resource deal was announced on Aug. 30. Both SBI and Benefit Resource were backed by New York-based CIP Capital.

From Willkie: Partners Jessica Sheridan (New York/Houston) and Matthew Rizzo (New York)

Platinum Dermatology expands Into Florida

Deal Description: Dallas-based Platinum Dermatology Partners announced Dec. 5 a new market expansion through its partnership with Skin & Cancer Associates of Florida. Terms were undisclosed. Platinum, which is backed by Sun Capital, said the merger advances both companies’ objectives by joining forces to create an even greater network of physicians and providers dedicated to dermatology. The combination increases Platinum’s reach to nearly 400 providers serving patients across over 130 clinics in Arizona, California, Florida, Nevada and Texas.

CAPITAL MARKETS/FINANCINGS

PG&E offers $2.15B in notes

Deal Description: Hunton Andrews Kurth said Dec. 4 it advised PG&E Corp. on its inaugural offering of $2.15 billion in 4.25 percent convertible senior secured Notes due 2027, which included an additional $250 million of notes purchased in accordance with the exercise in full of the over-allotment option. The transaction closed on Dec. 4. PG&E is a holding company whose primary operating subsidiary is Pacific Gas and Electric Co., a public utility operating in northern and central California.

From HAK: The team included Michael F. Fitzpatrick, Patrick C. Jamieson, Reuben H. Pearlman and Jingyi “Alice” Yao. Eric Nedell and Vince D’Amico provided credit facility advice, Robert McNamara and William Freeman tax advice and Leslie Okinaka ERISA advice.

Evergy issues $1.4B in notes

Deal Description: Hunton Andrews Kurth said Dec. 7 it represented Evergy Inc. on its inaugural offering of $1.4 billion of equity-linked 4.5 percent convertible notes due 2027, which included an additional $200 million in notes purchased pursuant to the full exercise of the option granted to the initial purchasers. The notes may be converted into shares of Evergy’s common stock at an initial conversion rate tied to the price of Evergy’s common stock. Evergy is a public utility holding company incorporated in 2017 and headquartered in Kansas City, Mo.

From HAK: The team included Peter K. O’Brien, Brendan P. Harney, Reuben H. Pearlman and Jingyi “Alice” Yao. Robert McNamara and Will Freeman provided tax advice and Leslie Okinaka ERISA advice.

Initial Purchasers’ Outside Counsel: Bracewell including partners Todd W. Eckland (New York), Elizabeth L. McGinley (New York) and Matthew B. Grunert (Houston) and associates Shannon Baldwin (Houston), Ben Meredith (Houston) and Benjamin S. Cantor (New York)

HF Sinclair, Holly Energy Partners, Holly Energy Finance exchange $898.7M in notes

Deal Description: Vinson & Elkins said Dec. 5 it advised Dallas-based HF Sinclair Corp., Holly Energy Partners and Holly Energy Finance Corp. in connection with private offers to exchange outstanding 6.375 percent senior notes due 2027 (valued at $399.8 million) and 5 percent senior notes due 2028 (valued at $498.8 million) previously issued by Holly Energy Partners and Holly Energy Finance for new notes to be issued by HF Sinclair and cash. The total value came to about $898.6 million.

From V&E: The team was led by partners Katherine Frank and David Stone and senior associate Amy Deroo with assistance from associates Walt Baker and Michelle Yang. Also advising were partners Jim Meyer and Wendy Salinas and associate Katie Dillard (tax) and partner Bailey Pham and associate Will Biesel (finance).

CVR Energy places $600M of senior notes

Deal Description: CVR Energy Inc. announced Dec. 8 the pricing of its private placement of $600 million of 8.5 percent senior unsecured notes due 2029. The offering is expected to close Dec. 21. The company intends to use the net proceeds from the offering, together with cash on hand, to redeem all of its outstanding 5.25 percent senior notes due 2025. The company expects to redeem the notes on or after Feb. 15, 2024.

CVR Energy’s Outside Counsel: Baker Botts including, from corporate, Clint Rancher, Eileen Boyce, Lakshmi Ramanathan, Chandler Block and Blake Vick; on finance: Caitlin Lawrence, Regan Vicknair and Madeline McCune; on tax: Jon Lobb, Katie McEvilly and Michael Kovacich; on employee benefits: Jason Loden; and environmental: Aileen Hooks and Katie Windle

Genesis Energy offers $600M in senior notes

Deal Description: Hunton Andrews Kurth said Dec. 8 it represented the underwriters of Genesis Energy’s registered offering of $600 million in 8.25 senior notes due 2029 and the dealer manager in the concurrent issuer tender offer for Genesis’ outstanding 6.5 percent senior notes due 2025. The transactions closed on Dec. 7. Genesis is a diversified midstream energy master limited partnership based in Houston.

From HAK: The team included partners Mike O’Leary and Henry Havre with the assistance of associates Erin Jennings, Casey Shaw and Kathleen Dill. E. Carter Chandler Clements handled environmental matters and partners Robert McNamara and Will Freeman advised on tax matters.

Kinetik prices $500M sustainability-linked senior notes offering

Deal Description: Kinetik Holdings Inc. announced Dec. 4 that its subsidiary, Kinetik Holdings, priced its previously announced offering of $500 million sustainability-linked senior notes due 2028. The Senior Notes were priced at par. The senior notes mature on Dec. 15, 2028, pay interest at the rate of 6.625 percent per year and are payable on June 15 and December 15 of each year. The first interest payment will be made on June 15, 2024. The senior notes will be fully and unconditionally guaranteed by Kinetik. The issuer intends to use the net proceeds from the offering, together with cash on hand and borrowings under its revolving credit facility, to repay a portion of the outstanding borrowings under its existing term loan credit facility. The offering was expected to close on Dec. 6. The interest rate on the senior notes will be linked to Kinetik’s performance against sustainability performance targets related to greenhouse gas and methane emissions reduction targets and the representation of women in corporate officer positions. Kinetik is a Permian-to-Gulf Coast midstream corporation operating in the Delaware Basin headquartered in Midland with a significant presence in Houston. Kinetik provides gathering, transportation, compression, processing and treating services for companies that produce natural gas, natural gas liquids, crude oil and water.

Kinetik’s Outside Counsel: Vinson & Elkins with a corporate team was led by partners Scott Rubinsky, David Stone and Doug McWilliams and senior associate Alex Lewis with assistance from associates Autumn Simpson, Hope Kaady and Ashley Osborne. The finance team was led by partner Darin Schultz and counsel Zach Rider with assistance from associates Taylor Daily, Joe Kmak, James Payne and Sydni Daniels. Also advising were partners Wendy Salinas, Lina Dimachkieh and Brian Russell and associates Adam Bateman and Jeff Slusher (tax); partner Dario Mendoza and associates Mary Daniel Morgan and Cassandra Zarate (executive compensation/benefits); partner Matt Dobbins and associate Kelly Rondinelli (environmental); and partner Damien Lyster and associate Ryan Hoeffner (energy regulatory).

Rush adopts $150M stock repurchase program

Deal Description: Rush Enterprises Inc. announced Dec. 6 that its board approved a new stock repurchase program authorizing the company to repurchase, from time to time, up to $150 million of its shares of Class A common stock. The company also announced that it purchased 1.5 million shares for $65.3 million from W.M. “Rusty” Rush, its chairman, CEO and president. The transaction was funded with cash on hand. Rush advised the company that the shares are being sold, in part, to repay a $40 million personal loan incurred by Rush with a balance of $37 million secured by shares of the Class A and Class B common tock owned by Rush as well as for financial diversification and tax planning purposes. The shares repurchased from Rush represent 16.7 percent of the shares of Class B Common Stock beneficially owned by Rush. After the transaction, Rush will continue to beneficially own 180,339 shares of Class A and nearly 7.5 million shares of Class B common stock.

Board Independent Committee’s Financial Advisor: Houlihan Lokey Capital Inc.

Board Independent Committee’s Outside Counsel: Baker Botts with a team led by Dallas partner Neel Lemon and including Grant Everett and Zach Fedorko

Crescent Energy prices $150M private placement of more senior notes

Deal Description: Vinson & Elkins said Dec. 8 it served as issuer’s counsel in connection with the private placement of $150 million of 9.25 percent senior notes due 2028 by Crescent Energy Finance, an indirect subsidiary of Houston-based Crescent Energy Co. The notes pay interest at 9.25 percent per year on Feb. 15 and August 15 of each year, with interest payments beginning on Feb. 15, 2024.  Crescent intends to use the net proceeds from the offering to repay a portion of the amounts outstanding under its revolving credit facility. Crescent Energy is a U.S. independent energy company with assets in basins across the lower 48 states.

From V&E: The corporate team was led by partners Doug McWilliams, Jackson O’Maley and David Wicklund with assistance from senior associate Alex Lewis and associates Nate Richards, Chase Browndorf, Autumn Simpson and Chris Chiavaroli. Also advising were partner Wendy Salinas and associate Jeff Slusher (tax) and partners David D’Alessandro and Dario Mendoza and associate Cassandra Zarate (executive compensation/benefits).

Applied Optoelectronics offers $80.2M in convertible senior notes

Deal Description: Haynes and Boone said Dec. 6 it represented Applied Optoelectronics Inc., which provides optical and laser technology, as issuer’s counsel on its offering of $80.2 million of 5.25 percent convertible senior notes due in 2026. The offering closed on Dec. 5 and generated net proceeds of an estimated $76 million after deducting the initial purchasers’ discounts and estimated offering expenses. AOI plans to use the net proceeds to pay the cash portion of the consideration in exchange transactions with respect to its existing 5 percent convertible senior notes due in 2024.

From Haynes Boone: Partners Frank Wu, Stephen Grant and Monika Sanford led the deal team assisted by partners Bruce Newsome and Sam Lichtman and associates Taylor West, Kierra Jones and Sawyer Smith.

Notes: Haynes Boone also served as issuer’s counsel to establish the offering in 2019.

Inno prices $10M IPO

Deal Description: Brookshire, Texas-based Inno Holdings Inc., a company that provides the construction industry with cold-formed steel-framing technology and other building innovations, announced Dec. 5 the pricing of its initial public offering on Dec. 4. The offering consists of 2.5 million shares of common stock priced at $4 per share for gross proceeds of $10 million before deducting underwriting discounts and offering expenses. The shares have been approved for listing on the Nasdaq Capital Market and were expected to begin trading on Dec. 12 under the ticker symbol “INHD.” The company granted the underwriters an option, within 45 days from the closing date of the offering, to purchase up to an additional 375,000 shares of common stock at the public offering price, less underwriting discounts, to cover any over-allotments. Inno intends to use the proceeds to increase its marketing, increase production, expand research and development, evaluate strategic opportunities and other working capital and general corporate purposes.

Underwriter Representative: AC Sunshine Securities

Underwriters’ Outside Counsel: Ortoli Rosenstadt

Inno’s Outside Counsel: Winston & Strawn with a team led by partner Mike Blankenship in Houston and including David Sakowitz, Jennifer Stadler, Emily Barrera, Cassandra Izaguirre, Mary Johnson, John Niedzwiecki, Marissa Sims, Ben Smolij and Jeremy Spankowski

OTHER MATTERS

Baker Botts said Dec. 8 it represented Sunnova on an amended, restated and upsized back-leverage credit facility for residential solar assets and residential solar asset owner member interests with Atlas Securitized Products Holdings as administrative agent and a syndicate of lenders. The lawyers involved were, on finance: Frank X. Schoen, Caitlin Lawrence, Jonathan Goldstein, Lyman Paden, Nikolai Gryzunov, Bishr Ajlouni, Charlie Gili, Ushma Mehta, Demi Kampakis, Dermot Bree, Peter Frintzilas, Madeline McCune and Eleana Kartali; on tax: Michael Bresson and Derek L. Young; on ERISA: Robin Melman; and on advisory: Danny David. The facility provides for $1.309 billion and an uncommitted maximum facility amount of $1.575 billion. It supports Sunnova’s continued development of distributed generation residential solar projects in the U.S. and its territories by providing financing to the borrower for purchasing solar assets that are originated by Sunnova and related solar asset owner member interests from Sunnova affiliates.

Claire Poole

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

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