East Coast firms continue to snap up new partners for the Texas offices of their respective private equity, M&A and capital markets practices, and many of the laterals are citing access to a more robust network of colleagues in their specialty areas. The moves also coincide with a continued onslaught of deal activity through the rest of the year and into 2022 – and has some of the laterals eager for what’s ahead.
Ed Rhyne, who made the move to Reed Smith’s private equity practice a little more than a week ago along with three other partners from Baker Botts, said that he saw his clients sit on the sidelines before they jumped in towards the end of last year.
“Once they realized the world wasn’t going to stop turning, they got active,” said Rhyne, noting that was the case for both the family offices and private equity firms he works with.
“I’m really enthusiastic about the transaction activity for 2021 and beyond,” he added.
Garrett Johnson, a new partner at McGuireWoods and former counsel for Willkie Farr & Gallagher, also saw an influx of activity at the end of last year.
“There was a large buildup due to being on hiatus for four to five months. We have a strong economy; there’s lots of dry powder; financing is available; and I’m hopeful it’s going to continue throughout 2021 and 2022 in a strong way,” said Johnson, whose practice has traditionally been around private equity M&A representing Houston-based sponsors.
With an eye towards increased deal flow, Reed Smith Houston Managing Partner Kenneth Broughton pointed out that Texas is one of the firm’s top markets for growth, growing from one to three offices in the past seven years. Beyond the firm’s four new partner hires, Broughton said Reed Smith plans to grow the group further.
“That had been a goal of our group, not just here in Houston, but really the management of Reed Smith: We wanted to get private equity going in Texas. … Obviously we’re going to supplement with some associate hires in the coming weeks and months, and we’re talking to some other private equity laterals that are at other big Houston firms, as well,” he said.
Last week the Deal Tracker predicted an uptick, and this week the deals ticked up. And up.
The week ending March 27 saw 27 transactions worth $13.9 billion. Those included 14 M&A deals worth a reported $4.3 billion and 13 capital markets transactions worth $9.6 billion. The deals involved 15 separate firms and a record 244 lawyers, mostly Texas based.
Weekly Corporate Deal Tracker Roundup Stats
A compilation of weekly stats from The Lawbook's CDT Weekly Roundup
(Deal Values in Millions)
(Deal Values in Millions)
|Week Ending||Deal Count||Amount||Firms||Lawyers||M&A Count||M&A Value $M||CapM Count||CapM Value $M|
|May 14, 2022||11||$306.6||9||80||10||$306.6||1||$225|
|May 7, 2022||16||$10,451.75||12||108||12||$1,827||4||$8,624.75|
|April 30, 2022||16||$2,296.5||16||157||12||$895.5||4||$1,401|
|April 23, 2022||10||$2,241||11||58||8||$1641||2||$600|
|April 16, 2022||11||$6,643||7||156||8||$2,359||3||$4,284|
|April 9, 2022||17||$4,429||14||184||11||$1,690||6||$2,739|
|April 2, 2022||13||$1,755||8||84||10||$1,145||3||$610|
|March 26, 2022||11||$3,205||8||65||6||$200||5||$3,005|
|March 19, 2022||13||$2,239.17||9||106||13||$2,239.17||0||0|
|March 12, 2022||18||$12,016||11||239||15||$11,965||2||$51.35|
|March 5, 2022||17||$6,786||13||137||13||$5,161||4||$1,625|
|February 26, 2022||12||$5,095||8||149||9||$4,437.5||3||$658|
|February 19, 2022||17||$22,229||17||174||14||$21,354||3||$875|
|February 12, 2022||12||$2,344.7||10||73||8||$641.7||4||$1,703|
|February 5, 2022||11||$2,503||8||99||11||$2,503||0||0|
|January 29, 2022||11||$3,872||12||101||12||$3,872||0||0|
|January 22, 2022||13||$5,143.5||10||99||12||$4,842.5||1||$301|
|January 15, 2022||12||$7,605||9||155||9||$6,480||3||$1,025|
|January 8, 2022||13||$8,256.2||11||102||13||$8,256.2||0||0|
|January 1, 2022||9||$1,273.8||6||50||9||$1,273.8||0||0|
|December 25, 2021||21||$4,734.75||11||176||16||$3,410||5||$1,324.75|
|December 18, 2021||26||$7,325.2||15||193||18||$3,640.2||8||$3,685.2|
|December 11, 2021||16||$5,017||10||109||13||$1,417||3||$3,600|
|December 4, 2021||14||$2,310||8||86||8||$2,310||6||$1,882.05|
|November 27, 2021||9||$3.460.1||10||101||6||$1,758||3||$1,702.6|
|November 20, 2021||20||$22,792||15||157||12||$18,864.5||8||$3,928|
|November 13, 2021||21||$26,729||12||178||13||$11,822||8||$14,907|
|November 6, 2021||12||$8,303||13||157||10||$6,682||3||$1,621|
|October 30, 2021||21||$10,368||15||218||15||$9,24.4||6||$1,103.|
|October 23, 2021||21||$18.783.1||15||222||11||$12,314||10||$6,468.6|
|October 16, 2021||15||$3,868||11||118||15||$2,293||2||$1,575|
|October 9, 2021||20||$8,610||16||175||16||$7,795||4||$815|
|October 2, 2021||14||$6,250||11||137||10||$5,200||4||$1,050|
|September 25, 2021||11||$11,460||9||93||7||$10,200||4||$1,250|
|September 18, 2021||11||$16,603||8||99||8||$15,084||3||$1,519|
|September 11, 2021||17||$10,653||11||103||13||$8,503||4||$2,150|
|September 4, 2021||13||$7,222||10||89||11||$6,715||2||$507|
|August 28, 2021||12||$763||9||63||11||$663||1||$100|
|August 21, 2021||12||$29,659||7||79||11||$29,579||1||$80|
|August 14, 2021||22||$17,845||11||199||12||$12,805||10||$5,04|
|August 7, 2021||17||$13,670||12||139||15||$11,766||2||$1,904|
|July 31, 2021||21||$8,160||11||134||10||$3,574||10||$4,586|
|July 17, 2021||14||$4,009||11||124||12||$2,015||2||$1,994|
|July 10, 2021||16||$3,997||13||143||11||$1,597||4||$2,4|
|July 3, 2021||24||$7,492||13||94||16||$3,769||8||$3,722|
|June 26, 2021||10||$4,995||7||85||8||$3,847||2||$1,148|
|June 19, 2021||28||$16,830||8||228||9||$1,861||19||$14,968|
|June 12, 2021||26||$27,238||15||209||19||$25,602||7||$1,636|
|June 5, 2021||15||$15,539||13||100||13||$14,709||2||$600|
|May 29, 2021||35||$20,279||11||145||28||$18,64||7||$1,639|
|May 22, 2021||24||$53,208||14||174||17||$51,047||7||$2,161|
|May 15, 2021||18||$10,620||13||220||11||$5,870||7||$4,809|
|May 8, 2021||17||$10,400||11||156||15||$8,386||2||$2,500|
|May 1, 2021||21||$7,200||16||115||12||$3,808||9||$3,392|
|April 24, 2021||8||$20,200||9||31||8||$20,200||0||0|
|April 17, 2021||14||$6,270||8||102||11||$4,0180||3||$2,260|
|April 10, 2021||15||$8,940||13||129||14||$7,990||1||$950|
|April 3, 2021||18||$19,513||10||151||12||$16,923||6||$2,590|
|March 27, 2021||27||$13,942||15||244||14||$4,300||13||$9,633.5|
|March 20, 2021||11||$2,046||4||102||3||$270||8||$1,776|
|March 13, 2021||15||$3,270||9||109||6||$538||9||$2,732|
|March 6, 2021||24||$13,617||10||196||13||$10,395||11||$3,222|
|February 27, 2021||19||$8,105||12||139||15||$4,970||4||$3,135|
|February 20, 2021||9||$8,820||9||153||8||$8,520||1||$300|
|February 13, 2021||12||$4,852.6||7||81||7||2,766||5||$2,086.6|
|February 6, 2021||18||$9,752||13||153||14||$5,222||4||$4,530|
|January 30, 2021||18||$9,449||9||182||15||$8753.8||3||$695.3|
|January 23, 2021||14||$8,150||8||118||6||$4,000||8||$4,150|
|January 16, 2021||17||$6,783||13||138||11||$2,400||6||$4,382.9|
|January 9, 2021||22||$6,829||14||135||18||$3,139.3||4||$3,690|
|January 2, 2021||7||$1,466||7||60||7||$1,466||0||0|
|December 26, 2020||18||$15,900||12||163||16||$5,300||1||$600|
|December 19, 2020||18||$9,769||14||110||14||$8,426||4||$1,343|
|December 12, 2020||10||$7,200||9||100||9||$3,325||1||$3,830|
|December 5, 2020||15||$4,261||9||122||9||$2,780||6||$1,481|
|November 28, 2020||19||$7,758||10||110||13||$4,003||6||$3,755|
|November 14, 2020||14||$864.1||14||157||12||$289.1||2||$575|
|November 7, 2020||13||$6,332||9||129||9||$2,483.5||4||$3,849|
|October 31, 2020||10||$3,995.8||8||103||6||$3,231.1||4||$754.7|
|October 24, 2020||6||$18,100||6||58||5||$17,709||1||$350|
|October 17, 2020||8||$351.9||5||55||8||$351.9||0||0|
|October 10, 2020||7||$5,229||3||50||4||$735||3||$4,494|
|October 3, 2020||14||$21,428||9||173||9||$17,535||5||$3,893|
|September 26, 2020||10||$12,770||8||93||5||$10,300||5||$2,470|
|September 19, 2020||14||$8,365||9||101||6||$1,020||8||$7,345|
|September 12, 2020||6||$4,406||8||59||3||$1,270||3||$3,136|
|September 5, 2020||11||$5,191||8||117||9||$4,061||2||$1,130|
|August 29, 2020||11||$2,531||9||94||5||$1,130||6||$1,401|
|August 22, 2020||18||$6,574||12||140||7||$1,930||11||$4,644|
|August 15, 2020||13||$4,991||10||97||7||$1,216||6||$3,775|
|August 8, 2020||12||$32,092||11||112||9||$30,457||3||$1,635|
|August 1, 2020||7||$5,287||8||76||5||$3,687||2||$1,600|
|July 25, 2020||9||$18,751||6||67||7||$18,403||2||$348|
|July 18, 2020||6||$1,982.5||5||50||4||$1,407.5||2||$575|
|July 11, 2020||11||$565.1||12||75||10||$65.1||1||$500|
|July 4, 2020||10||$8,889||8||98||9||$8,788||1||$100.3|
|June 27, 2020||8||$6,874||10||50||5||$4,972.5||3||$2,081.5|
|June 20, 2020||12||$4,444||9||115||7||$2,829||5||$1,615|
|June 13, 2020||6||$3,582||4||37||2||$350||4||$3,232|
|June 6, 2020||11||$3,213.7||8||65||7||$470||4||$2,743.7|
|May 30, 2020||8||$7,335||7||48||6||$4,639||2||$2,697|
|May 23, 2020||4||$432.4||4||34||3||$432.4||1||0|
|May 16, 2020||6||$310||6||34||5||$310||1||0|
|May 9, 2020||18||$5,630||16||124||14||$3,180||4||$2,450|
|May 2, 2020||15||10,400||10||90||8||$1,900||7||$,8,500|
|April 25, 2020||8||$3,400||9||36||5||$1,000||3||$2,450|
|April 18, 2020||19||$9,500||14||92||8||$185.7||11||$9,360|
|April 11, 2020||12||$6,000||9||40||5||$190||7||$5,800|
|April 4, 2020||14||$8,200||11||68||10||$2,200||4||$6,000|
|March 28, 2020||16||$6,500||13||96||10||$3,700||6||$2,800|
|March 21, 2020||11||$11,910||7||33||7||$2,250||4||$9,960|
|March 14, 2020||7||809.8||6||34||6||684.8||1||125|
|March 7, 2020||16||$2,500||15||70||13||$669||3||$1,400|
|February 29, 2020||13||$15,260||13||128||11||$11,760||2||$3,500|
|February 22, 2020||12||$3,700||10||92||10||$2,560||2||$1,130|
|February 15, 2020||16||$1,250||10||84||12||$35||4||$1,222|
|February 8, 2020||18||$6,080||14||123||14||$2,595||4||$3,485|
|February 1, 2020||21||$20,900||12||101||14||$17,860||7||$3,060|
|January 25, 2020||13||$7,430||13||62||12||$6,430||1||$1,000|
|January 18, 2020||23||$9,580||15||120||19||$6,580||4||$3,000|
|January 11, 2020||21||$14,200||18||199||16||$1,020||5||$13,200|
|January 4, 2020||22||$6,400||11||119||16||$3,204||6||$3,245|
|December 28, 2019||22||$7,150||19||175||18||$6,800||4||$327.4|
|December 14, 2019||24||$36,300||23||167||19||$9,500||5||$26,800|
|December 7, 2019||11||$10,400||11||55||7||$1,082||4||$9,370|
|November 30. 2019||14||$2,450||12||126||12||$1,760||2||$692.5|
|November 23, 2019||16||$1,995||10||41||11||$615||5||$1,380|
|November 16, 2019||15||$3,820||13||135||11||$2,500||4||$1,271|
|November 9, 2019||25||$12,900||17||182||23||$12,200||2||$575|
|November 2, 2019||10||$2,470||12||61||9||2,450||3||$22|
|October 26, 2019||12||$5,560||14||70||11||$3,860||1||$1,700|
|October 19, 2019||8||$6,600||8||138||8||$6,600||0||0|
|October 12, 2019||19||$4,300||14||55||16||$3,800||3||$500|
|October 5, 2019||18||$14,500||19||166||15||$11,100||3||$3,400|
|September 28, 2019||19||$8,100||18||132||18||$7,560||1||$550|
|September 21, 2019||14||$6,300||16||66||11||$2,160||3||$4,170|
|September 14, 2019||15||$23,800||12||56||11||$21,250||4||$2,570|
|September 7, 2019||17||$3,500||15||98||14||$1,900||3||$1,600|
|August 31, 2019||5||$8,700||6||50||5||$8,700||0||0|
|August 24, 2019||16||$10,000||14||82||15||$4,250||1||$5,750|
|August 16, 2019||10||$1,680||5||52||7||$650||3||$950|
|August 9, 2019||17||$17,700||15||68||14||$3,900||3||$13,800|
|August 2, 2019||13||$5,760||12||108||13||$5,760||NA||NA|
|July 27, 2019||11||$7,300||13||76||8||$6,570||3||$730|
|July 20, 2019||13||$11,800||13||125||11||$5,300||2||$6,500|
|July 13, 2019||10||$775||7||46||8||$542.5||2||$233|
|July 6, 2019||7||$2,500||9||85||7||$2,500||0||0|
|June 29, 2019||23||$8,290||15||154||17||$2,300||6||$5,970|
|June 22, 2019||17||$10,700||10||139||14||$7,700||3||$3,000|
|June 15, 2019||11||$13,500||14||160||11||$13,500||NA||NA|
|June 8, 2019||13||$2,870||17||55||11||$1,570||2||$1,300|
|June 1, 2019||10||$4,460||11||60||8||$4,140||2||$315|
|May 25, 2019||17||$4,360||14||79||14||$3,700||3||$612|
|May 18, 2019||22||$9,000||17||150||16||$3,400||6||$5,600|
|May 11, 2019||18||$19,800||17||177||15||$18,300||3||$1,500|
|May 4, 2019||10||$7,075||6||32||8||$6,900||2||$175|
|April 27, 2019||15||$3,200||14||117||14||$3,160||1||$40|
|April 20, 2019||13||$13,500||10||90||9||$12,200||4||$1,300|
|April 13, 2019||16||$38,900||14||91||14||$37,800||2||$1,100|
|April 6, 2019||12||$6,870||11||94||10||$6,730||2||$50|
|March 30, 2019||15||$6,470||12||84||10||$7,91.5||5||$5,677|
|March 23, 2019||18||$6,450||14||91||14||$5,042||4||$1,408|
|March 16, 2019||14||$10,180||12||115||11||$8,800||3||$1,300|
|March 9, 2019||9||$1,800||6||49||8||$1,300||1||$500|
|March 2, 2019||20||$3,033||16||107||14||$1,817||6||$1,262|
|February 23, 2019||12||$2,040||8||69||9||$614.6||3||$1,430|
|February 16, 2019||16||$9,970||18||77||16||$9,970||0||0|
|February 9, 2019||14||$6,400||10||110||14||$6,400||0||0|
|February 2, 2019||18||$6,740||15||99||16||$5,720||2||$950|
|January 26, 2019||13||$2,770||11||67||11||$918.95||2||$1,850|
|January 19, 2019||15||$3,819||16||76||12||$2,594||3||$1,225|
|January 12, 2019||18||$7,283||14||92||15||$1,683||3||$5,600|
|January 5, 2019||10||$529||12||50||10||$529||0||0|
|December 22, 2018||17||$2,570||13||87||14||$941||3||$1,629|
|December 15, 2018||10||$2,860||8||26||8||$264||2||$2,600|
|December 8, 2018||15||$1,819||16||65||12||$552||3||$1,267|
|December 1, 2018||12||$7,500||10||90||9||$1,200||3||$6,200|
|November 28, 2018||15||$4,500||11||107||14||$4,000||1||$500|
|November 19, 2018||18||$6,137||13||98||13||$2,142||5||$3,995|
|November 14, 2018||18||$9,200||13||152||15||$8,500||3||$694|
|November 6, 2018||16||$17,300||16||183||14||$16,361||2||$950|
|October 29, 2018||14||$14,400||18||127||17||$13,800||1||$600|
|October 24, 2018||13||$6,140||13||126||11||$5,122||2||$1,018|
|October 17, 2018||18||$18,390||15||125||14||$12,292||4||$6,098|
|October 10, 2018||29||$3,149||18||104||20||$1,647||9||$819|
|October 2, 2018||18||$9,300||11||67||14||$7,300||4||$2,000|
|September 25, 2018||13||$7,000||11||75||10||$6,000||3||$995|
|September 18, 2018||9||$3,570||7||44||9||$3,570||0||0|
|September 11, 2018||13||$5,900||10||132||13||$5,900||0||0|
|September 7, 2018||14||$5,000||15||86||11||$4,000||3||$1,000|
|August 29, 2018||15||$20,700||14||79||13||$4,700||2||$16,000|
|August 20, 2018||10||$12,400||11||53||8||$11,380||3||$1,057|
|August 14, 2018||12||$19,900||12||132||9||$18,889||3||$1,011|
|August 7, 2018||16||$68,600||11||106||13||$67,259||3||$1,340|
|July 31, 2018||15||$15,100||15||95||11||$13,060||4||$2,060|
|July 23, 2018||13||$2,130||15||60||10||$1,804||3||$1,100|
|July 17, 2018||14||$5,370||17||98||9||$4,310||5||$1,100|
|July 9, 2018||16||$11,200||15||74||10||$11,080||6||$862|
|July 3, 2018||13||$7,000||7||81||12||$6,330||1||$750|
|June 25, 2018||15||$8,800||13||97||9||$4,970||6||$3,930|
|June 18, 2018||13||$14,200||14||80||7||$221||6||$14,290|
|June 11, 2018||12||$6,300||8||96||8||$5,910||4||$803|
|June 6, 2018||13||$14,500||10||88||8||$14,154||5||$579|
|May 31, 2018||11||$4,890||10||63||8||$3,240||3||$1,790|
|May 22, 2018||15||$20,400||11||63||9||$19,808||6||$885|
|May 15, 2018||15||$4,700||15||106||10||$3,900||5||$643|
|May 9, 2018||11||$1,400||13||88||9||$1,300||2||$560|
|May 1, 2018||8||$14,250||7||88||7||$13,400||1||$450|
|April 24, 2018||12||$5,300||6||61||11||$4,470||1||$800|
|April 17, 2018||9||$1,800||10||44||7||$2,330||2||$1,434|
|April 11, 2018||11||$2,500||8||32||6||$1,690||5||$809|
|April 3, 2018||15||$13,400||11||121||9||$12,020||6||$1,090|
|March 28, 2018||10||$4,000||10||92||7||$3,870||3||$215|
|March 19, 2018||17||$5,800||13||51||10||$590||7||$5,165|
|March 12, 2018||15||$3,130||11||43||11||$2,360||4||$788|
|March 6, 2018||19||$5,400||13||116||10||$1,530||9||$4,860|
|February 27, 2018||20||$6,600||13||69||14||$5,530||6||$1,030|
|February 19, 2018||15||$5,500||14||111||10||$3,990||6||$1,980|
|February 12, 2018||23||$10,900||17||157||12||$7,110||11||$3,840|
|February 5, 2018||16||$8,600||13||100||7||$1,330||9||$7,800|
|January 30, 2018||11||$12,600||11||68||5||$7,300||6||$4,982|
|January 24, 2018||19||$9,400||15||129||5||$2,010||14||$7,337|
|January 18, 2018||10||$6,280||8||49||2||$2,100||8||$4,188|
|January 9, 2018||12||$16,500||12||92||9||$15,890||3||$475|
|January 3, 2018||10||$2,500||9||47||8||$2,350||2||$150|
|December 27, 2017||15||$9,000||15||113||9||$7,568||6||$1,784|
|December 18, 2017||15||$13,800||16||164||9||$13,010||7||$1,118|
|December 11, 2017||14||$9,700||10||126||12||$2,940||4||$8,500|
|December 4, 2017||6||$1,800||6||31||5||$1,510||1||$300|
|November 28, 2017||7||$3,850||8||76||4||$3,260||3||$285|
|November 16, 2017||10||$2,700||10||48||6||$1,840||4||$856|
|November 8, 2017||15||$2,380||17||91||10||$1,860||5||$516|
|November 1, 2017||12||$4,700||17||94||9||$3,400||4||$1,300|
|October 23, 2017||15||$10,500||10||67||10||$9,780||4||$1,530|
|October 18, 2017||6||$2,000||37||3||$225||3||$1,820|
|October 10, 2017||12||$6,570||100||9||$3,880||3||$3,360|
|October 2, 2017||8||$3,100||11||19||3||$1,630||5||$1,750|
|September 25, 2017||8||$4,880||8||79||5||$2,660||5||$2,070|
|September 18, 2017||9||$4,770||3||$300||6||$4,470|
|September 12, 2017||11||$4,430||8||$2,030||3||$2,400|
|September 1, 2017||4||$1,310||3||$317||1||$1,000|
|August 23, 2017||11||$13,640||9||8||$11,840||3||$1,800|
The transaction numbers are the most logged since the final week of October 2018 when the Deal Tracker recorded 29 total transactions. The 244 lawyers named marked the first time the lawyer count has topped 200.
By comparison, the week before recorded 11 transactions worth $2 billion. The last week of March in 2020 saw 16 deals worth $6.5 billion.
Five Firms Advise on First Reserve Exit from Crestwood Equity Partners
Crestwood Equity Partners announced March 25 a series of strategic agreements aimed at the exit of one of its major stockholders First Reserve. First Reserve holds 17.5 million common units of Crestwood, a 24% interest that includes Crestwood’s general partner.
In the first transaction, Crestwood will acquire 11.5 million common units and the general partner interest from Crestwood Holdings for $268 million. The company plans to retire those 11.5 million common units and transition to a publicly elected board of directors.
In connection with those transactions, First Reserve announced a $132 million private placement of 6 million common units of Crestwood held through their control of Crestwood Gas Services Holdings and with that completing their exit from holdings in Crestwood.
Finally, the company also announced a $175 million repurchase of their common preferred units available through the end of 2022. The move is part of a plan to simplify the corporate structure of Crestwood and guide the company toward traditional broad-based public governance.
In Simpson Thacher advised First Reserve in the transactions with a team that included partner Chris May with associates Jacqui Bogucki and Sara Daniel from Houston, along with capital markets partners David Azarkh and Jean Park from New York.
Vinson & Elkins advised Crestwood Equity Partners in First Reserve’s private placement, and co-counsel with Hunton Andrews Kurth to Crestwood in a series of related agreements.
The V&E team included partner Gillian Hobson, with senior associates Bo Shi and Lucy Liu and associate Madison Bertrand. Also advising were partner Ryan Carney and senior partner Price Manford (tax) and partner Shane Tucker (executive compensation).
Citi was Crestwood’s financial advisor.
Baker Botts advised Citi, which also served as placement agent in the private placement of Crestwood common units held by First Reserve. The Baker Botts team included Mollie Duckworth (Partner, Austin); Justin Hoffman (Partner, Houston); Grace Matthews (Associate, Austin); and Jack Chadderdon (Associate, Houston).
Akin Gump Strauss Hauer & Feld were legal advisors to Crestwood’s conflicts committee. Evercore advised the committee on finances.
The transactions do not affect ownership in Crestwood Permian Basin Holdings, a joint venture formed in November 2016 by Crestwood and First Reserve to develop, own, and operate midstream infrastructure assets in the Delaware Basin.
Robert Phillips, chaiman and CEO of Crestwood’s general partner described the moves as a “milestone” and “the next logical steps in our strategy to drive peer leading governance and set the stage for future growth by simplifying our organizational structure, increasing our public float and liquidity, and enhancing our financial flexibility as we strive to generate long-term value for our unitholders.”
Suntex Marina Investors Recapitalizes with Funds from Resilient and Centerbridge
Suntex Marina Investors announced March 24 that it had recapitalized with funding from Centerbridge Partners and Resilient Capital Partners, as well as investments by its own management.
Suntex owns and operates 31 marinas in 11 states providing docking, storage and other marine services.
Skadden, Arps, Slate, Meagher & Flom advised Suntex. Goldman Sachs was their exclusive financial advisor.
Simpson Thacher & Bartlett was legal counsel to Centerbridge.
Fried, Frank, Harris, Shriver & Jacobson acted as legal counsel to the selling shareholders.
Bank of America; BMO Harris Bank; BBVA; First United Bank & Trust Company; Synovus Bank; Veritex Community Bank; Goldman Sachs Bank; Iberia Bank; Raymond James; Gateway First Bank and Morgan Stanley Senior Funding are providing financing for the transaction.
Suntex was initially formed in 2015 by Johnny Powers, Bryan Redmond, Ron Rhoades and Scott McMullin, with anchor investments from funds affiliated with Wafra and Centaurus Capital.
Powers, CEO of Suntex, holds a J.D. from the University of Texas and has overseen more than $1 billion in transactions for Suntex and Sun Resorts International.
Powers and Brucker Stensrud formed Resilient Capital in 2020. Both had worked together at Suntex.
Redwire Takes SPAC Route Public as Kirkland, Willkie Advise
Redwire, an aerospace investment platform backed by AE Industrial, announced March 25 that it is going public through a merger with Genesis Park Acquisition Corp., a blank check company back by AE Industrial Partners.The combined firm, to be known as Redwire, will trade on the New York Stock Exchange.
The terms of the merger include an infusion of $270 million, including $170 million from the trust proceeds of the Genesis Park IPO and a $100 million fully committed PIPE with investments by Senvest Management and Crescent Park Management.
Since its formation by AE Industrial in June 2020, Redwire has taken on at least seven acquisitions in the space and defense sector, the latest being the add-on of Deployable Space Systems in February.
Greenhill and KPMG are serving as financial advisors, Jefferies is serving as sole placement agent for the PIPE and capital markets advisor.
Kirkland and Ellis is legal counsel to Redwire, and has been for several of Redwire’s acquisitions. Jeffries is their financial advisor.
Redwire was formed by AE Industrial after they purchased two companies, Adcole Space and Deep Space Systems, and combined them. Based in Massachusetts, Redwire has gathered under its roof companies that claim a collective heritage of more than 50 years of space flight experience, as well as more than 100 patents and applications.
Among Redwire’s most significant acquisitions was of Made in Space, a Mountain View, California startup that has developed 3D printers that can be used in zero gravity environments allowing the in-flight manufacturing of satellites and their components. The technology, called OSAM (on-orbit servicing, assembly and manufacturing) would alleviate the size and weight limitations of orbit-bound payloads by creating robotic assembly and supply chains in space.
The transaction values Redwire at a $615 million pro forma enterprise value, representing 9.6x estimated 2023 Adjusted EBITDA of approximately $64 million and 2.5x estimated 2025 Adjusted EBITDA of approximately $250 million. Redwire is backed by AE Industrial Partners, an aerospace and defense focused private equity firm based in Florida.
Redwire’s existing stockholders will hold approximately 55% of the fully diluted shares of common stock at the close of the deal, assuming no redemptions by Genesis Park’s existing public stockholders. AE Industrial Partners will remain a significant shareholder in Redwire following the completion of the proposed merger.
Watchmaker E. Gluck Combines with WITHit as V&E Advises
New York watchmaker E. Gluck announced March 23 the formation of a strategic partnership with WITHit, a wearable technology designer and manufacturer.
Anticipating continuing growth in the global smartwatch market, E. Gluck’s acquisition positions the Las Vegas brand WITHit provides both companies with access to a broader variety of distribution channels, international expansion opportunities, as well as operational synergies, scale and marketing
E. Gluck was advised in the acquisition by Vinson & Elkins with a team led from New York by partner John Kupiec, but with lots of assistance from Texas. The team included associates Olivia Espy Huntington, Julie Bontems and Delery Perret. Also advising were partner Jason McIntosh and associate Andrew Mandelbaum, both of Houston (tax); partner Tzvi Werzberger of New York and associates Alex Moosariparambil in Dallas and Cole Renicker in New York (finance); counsel Julia Petty and associate Maddison Riddick in Houston (executive compensation/benefits); Houston counsel Christie Alcala (labor/employment); and Austin senior associate Ben Cukerbaum (technology transactions/intellectual property).
East Wind Advisors provided financial advice.
WITHit was advised by Strategic Law Partners. Consensus advisors counseled on finance.
Founded in 2004, WITHit has become a brand well-regarded as one of the largest manufacturers of wearable technology and in the world. WITHit is also a leading supplier of reading accessories, with a complete line of reading lights and magnifiers. Its products are sold in over 8,500 U.S. retail stores. It holds licenses to market its products with images and themes from Star Wars, Disney, French Bull, Dabney Lee and Peanuts.
“In WITHit, E. Gluck Corporation has found a younger version of itself,” said Bobbie Weichselbaum, CEO of E. Gluck Corporation.
Founded over 65 years ago, E. Gluck Corporation is a major force in the watch industry — manufacturing, bringing to market and shipping timepieces worldwide. Brands include Armitron, Anne Klein, Torgoen, Badgley Mischka, Juicy Couture, Nine West and Vince Camuto.
Latham Advises on Israeli Platform Merger with Thoma Bravo
In a $2.3 billion cross-border transaction, Israeli business app platform ironSource has decided to take the SPAC route to go public by merging with Thoma Bravo Advantage, a blank check company sponsored by Thoma Bravo.
The transaction includes a cash exchange of $2.3 billion — $1 billion in trust proceeds from the TBA IPO and a $1.3 billion oversubscribed Class A PIPE that includes Riger Global Management, Morgan Stanley-backed Counterpoint Global, Nuveen, Hedosophia, Wellington Management, the Baupost Group, an affiliate of Thoma Bravo and funds managed by Fidelity Investments Canada.
The combined company will have an implied pro forma equity value of $11.1 billion.
Based in Tel Aviv, ironSource two development suites primarily to game developers. The ironSource Sonic provides basic launch, monetization and scaling for game-oriented apps. The ironSource Aura suite provides distribution channels for in-game content delivery on a variety of devices.
The company says its platform is currently involved with 87% of the top 100 games, including some of the top names downloaded from the Apple App Store of the Google Play Store.
Tall Oak Midstream Acquires Redcliff Midstream
Tall Oak Midstream, a provider of diverse midstream energy services in the central U.S., announced March 24 that it is acquiring Redcliff Midstream, a provider of gas gathering, treating and processing services to producers in Oklahoma’s STACK play. Terms were undisclosed.
It is the first acquisition by Tall Oak since it was acquired by Dallas-based Tailwater Capital in January.
Redcliff was founded in 2017 as a wholly owned subsidiary of Canyon Midstream Partners. The company’s infrastructure includes more than 200 miles of gathering pipeline, a network of five field compression stations and a 240 MMcf/day cryogenic gas producing plant.
Locke Lord advised Tall Oak and TW Midcon Holdings, both portfolio companies of Tailwater Capital. The Locke Lord team was led from Houston by partners Bill Swanstrom and Jennie Simmons. They were assisted by Pat Beaton, David Harrell, Jerry Higdon, Eric Larson, Sara Longtain, Tammi Niven, Ed Razim, Tom Johnson and Andrew Nelson, all of Houston, Geoff Polma from Dallas and Andrew Capalbo from Providence.
DLA Piper, Porter Hedges and Vinson & Elkins advised the sellers.
“Redcliff brings an attractive asset base with newly-built pipelines and high-quality compression and processing facilities that augment Tall Oak’s existing capabilities and grow the existing platform,” said Jason Downie, Co-Founder and Managing Partner at Tailwater Capital. “The Northern STACK Extension encompasses a robust inventory of economic undeveloped drilling locations and underutilized midstream infrastructure that Tall Oak is actively evaluating as it searches for accretive bolt-on opportunities to expand its regional footprint.”
Based in Oklahoma City, Tall Oak provides natural gas gathering, compression, treating and processing; crude oil gathering and transportation; condensate and water handling; and product marketing solutions. Tall Oak was founded in 2014 by Ryan Lewellyn, Carlos Evans, Max Myers and Lindel Larison.
Dallas-based Tailwater Capital was founded in 2013 by Jason Downie and Ed Herring, both active on the boards of a number of Southwest energy companies. Downie is a University of Texas business grad and was a partner at HM Capital. Herring, also active on a number of energy boards, sits on the executive board of UT’s McCombs School of Business.
V&E Advises Oasis Petroleum in Sale of Remaining DevCo Assets
Oasis Petroleum Inc. has sold its remaining DevCo interests. The publicly traded Houston exploration and production company entered into a contribution and simplification agreement that would pass along its remaining interests in BearTooth DevCo and BobCat DevCo to Oasis Midstream Partners. The simplification eliminates Oasis Petroleum’s incentive distribution rights in exchange for $229 million in cash and 14.8 million OMP common units, or about $510 million, based on OMP’s 20-day volume weighted average price as of March 19.
Vinson & Elkins is serving as legal advisor to Oasis Petroleum with a team led by partners David Oelman and Brittany Sakowitz, with assistance from associates David Lassetter, John Daywalt and Heather Jones. Partners Ryan Carney and Jim Meyer and associates Curt Wimberly and Ben Livni advised on tax matters. Also assisting were senior associate Andrew Schulte and associates Billy Vranish, and Philip Turpin.
The deal announced March 22 is expected to reduce Oasis’ net debt at year-end 2020 by $16 million.
Weil Advises Arcosa in Acquisition of StonePoint
Dallas-based Arcosa Inc. announced on March 22 plans to acquire StonePoint Ultimate Holdings and affiliated entities for $375 million in cash from an affiliate of Sun Capital Partners.
Arcosa expects to fund the acquisition through a combination of cash on-hand and borrowings through its revolving $500 million credit facility. The company also noted that it could refinance the borrowings with long-term debt.
The move is expected to help Arcosa, a publicly traded provider of infrastructure-related products and solutions, expand its Aggregates business and into new territories.
Weil, Gotshal, & Manges is legal advisor to Arcosa. The team was led by Dallas corporate partner Rick Frye, in addition to Dallas’ Partner David Gail; Counsel Andrew Stotts; and associates Seth Jaskoviak and Patrick Hosch. Weil Tax partner Jonathan Macke and associate Jesse Hong of New York and were also part of the group, as were Environmental Partner Annemargaret Connolly and Environmental Counsel Tom Goslin.
Arcosa engaged Evercore as its financial advisor.
Kirkland & Ellis is advising Sun Capital.
The transaction is expected to close in April, subject to customary closing conditions, and has already been approved unanimously by the Arcosa board of directors. Under Hart-Scott-Rodino Act, it has also received regulatory approval.
Noble Corp. to Acquire Pacific Drilling
Two Houston area companies announced on March 25 they have entered into a definitive merger agreement. Noble Corp., an offshore drilling contractor based in Sugar Land, plans to acquire Houston’s Pacific Drilling Co. in an all-stock transaction.
The move is expected to bolster the Noble drillship fleet, bolstering the company’s position in the ultra deep-water market, in addition to facilitating re-entry into the West African and Mexican regions and strengthening its Gulf of Mexico presence in the U.S. Noble also anticipates pre-tax cost synergies of at least $30 million.
The merger was approved unanimously by both boards of directors, and has already been approved by a majority of Pacific Drilling shareholders, who are set to receive 16.6 million or 24.9% of Noble shares.
The transaction is expected to be completed next month, pending customary closing conditions.
Kirkland & Ellis is acting as legal advisor to Noble with a team led by corporate partners Sean Wheeler, Debbie Yee, Doug Bacon and Cephas Sekhar and associates Camille Walker and Josh Teahen; tax partner David Wheat; and executive compensation partners Rob Fowler and Stephanie Jeane.
Akin Gump Strauss Hauer & Feld is working with Pacific Drilling.
Ducera Partners and DNB Markets, part of DNB Bank ASA, are financial advisors to Noble, while Houlihan Lokey Capital Inc. is acting as financial advisor to Pacific Drilling.
Late last year, Pacific Drilling emerged from Chapter 11 bankruptcy, eliminating more than $1 billion in debt obligations in the process. The company filed for bankruptcy relief in the Southern District of Texas in October.
Gibson Dunn Advises Partnership on Affordable Pharmaceuticals
Two Texas partners at Gibson Dunn & Crutcher advised Abdul Latif Jameel Health in its joint venture with Evelo Biosciences to develop and commercialize an inflammation product in the Middle East, Turkey and Africa.
Based in Monaco, Abdul Latif Jameel Health is a global health company owned by one of the largest family firms from the Middle East that aspires to create affordable medicines and treatments.
Partners Stephen Olson and David Sinak advised on the creation of the partnership with Evelo that provides the Massachusetts-based company with funding to proceed with its development of EDP1815, an investigational oral medicine that has shown promise in the treatment inflammatory diseases as diverse as psoriasis and Covid-19.
EDP1815 is a non-live pharmaceutically modified strain of Prevotella histicola. The bacterium is shown to provide anti-inflammatory effects that cover multiple paths of inflammation without colonizing the gut or modifying the microbiome.
Under the agreement, announced on March 23, Evelo received an undisclosed upfront payment and equity investment. Evelo will be responsible for the development and manufacturing of EDP1815, and Abdul Latif Jameel Health will be responsible for regulatory submissions and commercialization of the drug as it develops in the agree-upon regions. Evelo and Abdul Latif Jameel Health will share evenly in any profits from sales in those regions.
“We are honored to be selected as Abdul Latif Jameel Health’s first therapeutic biotech collaborator,” said Simba Gill, CEO of Evelo. He said the two organizations share a mutual desire to make affordable medicines available in emerging regions where a broad range of inflammatory diseases affect the welfare of hundreds of millions of people.
Abdul Latif Jameel Health is one in a network of businesses supported by investment from Abdul Latif Jameel, a global investor and diversified business operating in 30 markets across six continents. It is a family business named after Abdul Latif Jameel, a Saudi businessman who made an early fortune selling Toyotas in the region.
Austin-based Everlywell Combines with Two Competitors to Become Everly Health
Austin-based home-testing company Everlywell announced March 24 that it has combined with home-testing competitors PWNHealth and Home Access Health Corporation to form Everly Health.
PWNHealth investors Spectrum Equity and the Blue Venture Fund, a Blue Cross and Blue Shield venture fund program, will continue to have an ownership position in Everly Health.
Wilson Sonsini Goodrich & Rosati advised Everlywell, along with Hyman, Phelps & McNamara. J.P. Morgan Securities were its financial advisors.
From Washington, D.C., Alexis Gilroy of Jones Day advised PWNHealth along with Choate, Hall and Stewart. Financial advice was provided by Evercore.
Julia Cheek, founder & CEO of Everlywell, will be CEO of Everly Health. Sanjay Pingle, PWNHealth’s CEO, will join the Everly Health board.
“The pandemic significantly accelerated the growth of consumer-friendly lab testing within the $85 billion testing market, resulting in a watershed moment for all aspects of diagnostics,” said Cheek. “People now expect affordable, high-quality, and easy diagnostic testing more than ever before.”
Founded in 2015, Everlywell provides more than 35 home collection lab tests which are sold online and in major retailers such as Target, CVS, and Walgreens. In May 2020, the company became the first digital health company to receive FDA authorization for a mail-in COVID-19 test and is one of the first companies to receive DTC or “direct to consumer” authorization from the FDA for its COVID-19 Test Home Collection Kit DTC.
In the last year, Everlywell saw over 300% growth, reflecting the demand for accessible and affordable testing long after doctor’s offices and clinics have largely resumed normal services.
Jones Day Advises Riverside Exit from ARCOS
The Riverside Company said March 17 that it had signed an agreement to sell its interest in the resource management company ARCOS to Robert Smith’s Vista Equity Partners. Terms were undisclosed.
ARCOS is a resource management software platform utilized by such large-scale operations as utilities and airlines.
Jones Day advised Riverside in the deal with a team led from Chicago by Brian Mulcahy.
The Lightning Company served as financial advisors to Riverside.
Harris Williams & Co were financial advisors to Austin-based Vista Equity and ARCOS.
Riverside’s exit from ARCOS comes after the company absorbed two acquisitions: SAMsix in 2016 and RosterApps in 2018. The acquisitions added the further dimension of mobile allocation of damage assessment and crew location to its suite of services.
“For essential workers in industries like utilities and critical infrastructure, the ability to assess resources and respond quickly can make the difference between success and failure,” said Bruce Duff, CEO of ARCOS. “Our partnership with Riverside has been very fruitful, and we plan to continue bringing our best-in-breed technology solutions to these industries, as well as explore new areas for product expansion to help our clients continue to modernize practices and processes so they can respond and restore services quickly.”
Hunt Energy Forms Partnership to Aid ERCOT
On March 25, Hunt Energy Network announced a venture in collaboration with Manulife Investment Management to develop and manage within the Electric Reliability Council of Texas (ERCOT) a 500MW energy storage project. Terms were undisclosed.
The company, to be known as HEN Infrastructure will utilize Hunt Energy’s TraDER platform. ERCOT, the quasi-governmental operator of the Texas utility grid has been under fire — and the subject of lawsuits — for its uneven response to massive blackouts across the state during February’s freezing temperatures.
HEN Infrastructure’s energy storage assets will provide ERCOT with a portfolio of distributed, coordinated, fast-responding generation and load resources to efficiently balance power across the grid. The TraDER platform, which creates data-driven strategies for project siting and asset-optimization will automate trading and settlement activities across the portfolio.
Hunt Energy Network was advised by Baker Botts with a team led by global projects partner Erin Hopkins from Houston, along with corporate partner Jon Platt in Dallas. The team also included Washington D.C. partner Elaine Walsh, Houston associate Kyle Doherty and Dallas associate Jaqueline Scioli.
Manulife’s investment was sourced for the John Hancock Life Insurance Company balance sheet as a third party managed account.
Gibson, Latham Advise on Solaris Midstream $400 Sustainability Issue
Solaris Midstream Holdings announced March 24 the pricing of $400 million in senior unsecured notes. Priced at par the notes will mature in 2026 with an annual interest rate of 7.625%.
Solaris is an environmentally focused water infrastructure company that builds sustainable recycling facilities for use by operators in the Permian basin. The company plans to use the money to pay off its revolving credit facility and to redeem outstanding preferred equity.
Solaris was advised in the offering by Gibson, Dun & Crutcher with a led by Houston partner Hillary Holmes, Dallas partner Doug Rayburn and New York partner Andrew Fabens and includes Houston associates Robbie Hopkins, Benjamin Lefler, William Bald in Houston and San Francisco associate Michael Mencher. Houston partner Shalla Prichard and Los Angeles associate Nicole Kim are advising on financing aspects, and Houston partner James Chenoweth is advising on tax aspects.
In keeping with its business mission, the notes adhere to the voluntary Sustainability-Link Bond Principles issued by the International Capital Market Association, believed to be the first such “sustainability bonds” in the produced water infrastructure industry.
Latham & Watkins initial purchasers and sustainability-linked bond structuring agent in the offering with a corporate deal team led by Houston partners David Miller and Trevor Lavelle, with associates Madeleine Neet, Kate Wang, Anji Yuan and Ziyad Barghouthy. Advice was also provide on tax matters by Houston partner Jim Cole, with associate Emily Fawcett; and on environmental matters by Los Angeles counsel Josh Marnitz.
Liberty TripAdvisor Announces Stock Buy Back
Liberty TripAdvisor announced March 22 that it has agreed to buy back 40% of its 8% Series A cumulative redeemable stock held by an affiliate of Certares Management.
The private transaction wasn’t specifically valued, but is expected to be well above the $325 million invested by Certares in March 2020. The price includes the $92 million value of Tripadvisor common stock and net proceeds from a concurrent issue of exchangeable senior debentures, less several specific deductions beyond issue expenses.
Liberty TripAdvisor was advised by a Baker Botts team led by Dallas partner Samantha Hale Crispin, senior counsel Frederick McGrath of New York and Emily Lichtenheld of Austin and associates Nathaniel Richards of Houston and Victor Ochieng in Dallas. Taxes were advised from Dallas by partner Josh Mandell and from Washington D.C. by partner Tamar Stanley and senior associate Peter Farrell.
As noted, the exchange is to be financed, in part, by proceeds from a $300 private offering of 0.50% exchangeable senior debentures due 2051, but exchangeable for TripAdvisor common stock. Baker Botts represented Liberty TripAdvisor in that transaction as well.
Again, the Baker Botts team was led from Dallas by Samantha Hale Crispin along with New York partner Adorys Valezquez, special counsel Lee Neel Davis in Washington D.C. and New York associate Madeline Tusa. The tax team included Dallas partner Josh Mandell, partner Tamar Stanley and senior associate Peter Farrell both of Washington D.C.
Kirkland Advises Dallas SPAC in $200M IPO
Dallas-based Glass Houses Acquisition, a blank check corporation backed by the founders of Stronghold Resource Partners, announced March 23 the launch of their initial public offering targeted at attracting $200 million.The units are listed on the Nasdaq Capital Markets exchange.
The purpose of the SPAC, according to its prospectus, is to identify for investment and/or merger “businesses that underpin the technologies currently disrupting the industrial economy across multiple end markets, including renewable energy, hardware for digital technologies, infrastructure, healthcare, specialized manufacturing, aerospace and defense, and space exploration.”
The SPAC is represented by Kirkland & Ellis with a team led by capital markets partner Julian Seiguer and associates Atma Kabad, Yasin Khan and Hunter Richey; transactional partners Shubi Arora and Jhett Nelson and associates Alastair Papworth, Jenna McCord and Colton Lyons; investment funds partners Matt Nadworny and Brian Delaney and associate Mike Pangrac; tax partners Mark Dundon and Stephen Butler and associate Victoria Chang; and executive compensation partner Stephen Jacobson.
Jefferies is acting as book-running manager for the offering.
Founders of Glass Houses include Billy Fennebresque and Ryan Turner, a co-founders and managing partners of Stronghold. The company’s CEO is Quincy Fennebresque, a former hedge fund manager and a cousin of Billy Fennebresque. Tonya Clark, former CEO and CFO at Heritage Health Solutions before its acquisition by private equity, is CFO.
Baker Botts Advises on $310M Shelf Drilling Notes Offering
Shelf Drilling announced March 26 that it had closed on an offering of $310 million in 8.875% senior secured first lien notes due 2024. The notes were issued at an issue price of 98.082% and are secured by a first-priority lien on substantially all of the assets of the company and its subsidiaries.
The company, with headquarters in the United Arab Emirates, is a shallow water offshore drilling contractor, intends to use net proceeds of the equitizing offering to terminate its revolver and the outstanding 8.75% senior secured notes. The notes are traded on the Oslo Stock Exchange.
Initial purchasers of the notes were represented by Baker Botts with a team led from Houston by corporate partners Jim Marshall and Justin Hoffman. The corporate team also include associates Garrett Hughey, Malakeh Hijazi and Princess Rogers. They were assisted on finance by partner Luke Weedon in Dallas, special counsel Clint Culpepper in Austin, Timothy Coxon in New York and Regan Vicknair in Houston.
Tax advice was provided by partner Derek Green and senior associate Katie McEvilly, both from Houston with environmental counsel from partner Matthrew Kuryla and senior associate Harrison Reback, also from Houston.
Texas-based Build Acquisition Closes $200M IPO
Build Acquisition Corp., an Austin-based blank check company dealing in the software and tech-enabled services industries in North America, has closed its initial public offering.
The special-purpose company closed the offering of 20,000,000 units priced at $10 per unit on March 19 after it began trading on the New York Stock Exchange on March 17.
Shearman & Sterling advised Build Acquisition. The team includes Houston’s Bill Nelson, Dallas’ Alain Dermarkar, Christopher Forrester, Dallas’ Ann Marie Cowdrey, Minkyu Park, Rachel Hyun Ju Kim, Dallas’ Emily Poulsen and Houston’s Catherine Zachry.
Cowen and Allen & Company acted as joint book-running managers for the offering.
Inaugural Blackstone Growth Fund Closes With Aid From Simpson Thacher
Blackstone announced the final close of its first-ever Blackstone Growth Fund, which is tied to the investment firm’s global growth equity business.
The fund, which was oversubscribed, closed at $4.5 billion, its hard-cap. Capital commitments came from family offices, entrepreneurs, endowments, strategic institutional investors, pension funds and high-net-worth individuals, among other investors.
Blackstone Growth, or BXG, began investing in 2020 and has offices in New York, San Francisco and London. It’s provided capital to companies such as Austin-based dating service Bumble, which recently completed an initial public offering, and enterprise business software company ISN. BXG is focused on making investments in the financial services, enterprise and consumer technologies, healthcare and consumer sectors.
Simpson Thacher is advising Blackstone. Houston-based team members include Private Funds partner James Hays and associates Matthew Pinegar and Minzala Mvula.
Akin Gump, Latham Advise on Diamondback Energy Offering
Diamondback Energy announced last week the pricing of an offering of an aggregate of $2.2 billion in senior notes.
Akin Gump Strauss Hauer & Feld advised Diamondback on the offering with a team that included corporate partners Seth Molay, Alan Laves, John Goodgame, Matt Bivona and Rosa Testani; senior counsel Irina Maistrenko; counsel John Clayton and Katie Dinett; and associates Morgan Francy and Laura Lindsay Tatum. Partners Alison Chen and Jocelyn Tau handled tax aspects of the transactions.
Goldman Sachs, Credit Suisse Securities and J.P. Morgan Securities acted as joint book-running managers for the offering.
The offering was comprised of $650,000,000 in aggregate principal amount of 0.900% senior notes that will mature on March 24, 2023, $900,000,000 in aggregate principal amount of 3.125% senior notes that will mature on March 24, 2031, and $650,000,000 in aggregate principal amount of 4.400% senior notes that will mature on March 24, 2051.
The resulting net proceeds are expected to fund the purchase prices for the tender offers of Diamondback’s outstanding 5.375% Senior Notes due 2025 and QEP Resources Inc.’s outstanding 5.375% Senior Notes due 2022, 5.250% Senior Notes due 2023 and 5.625% Senior Notes due 2026, among other purposes.
Latham & Watkins represents the underwriters in the bond offering and dealer managers in the cash tender offers with a corporate team led by Houston partners Michael Chambers and David Miller, with associates Madeleine Neet, Evann Hall, Danielle Kinchen and Joseph Kmetz. Advice was also provide on tax matters by Houston partner Jim Cole, with associate Marianne Standley; and on environmental matters by Houston partner Joel Mack and Chicago counsel Sara Orr.
The same Akin Gump team was also involved in the tender offering for up to $800 million on senior notes previously issued by Diamondback, in addition to $1.6 billion in aggregate principal amount of senior notes issued by QEP, which Diamondback acquired as part of its merger that closed March 17.
Woodforest Offers Subordinated Notes With Aid from Bracewell
Bracewell recently represented Woodforest Financial Group, Inc., a financial services holding company based in The Woodlands, on the private placement of $125 million in aggregate principal amount of its Fixed-to-Floating Rate Subordinated Notes. The notes have a maturity date of 2031.
The Bracewell team included partners Will Anderson of Houston, Joshua T. McNulty of Dallas, Matthew B. Grunert of Houston and Don J. Lonczak, in addition to counsel Ian R. Brown of Dallas and associates Shannon Baldwin and Caroline E. Ellis, both of Houston.
US Bancorp Investments Inc. acted as the placement agent.
Baker Botts Advises Underwriters in $75M Global Partners Offering
Global Partners LP, an independent owner, supplier and operator of gas stations and convenience stores, announced on March 17 a $75 million offering of 9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units.
The Waltham, Massachusetts-based company plans to use the proceeds from the offering to pay down debt under its credit agreement. Global priced the offering of 3 million of its Series B Preferred Units at $25 per unit with distributions payable quarterly.
The joint-booking managers for the offering are Stifel, Nicolaus & Company, Incorporated and Morgan Stanley & Co. LLC.
Baker Botts represented the underwriters in the offering with a team that involved Houston capital partners Josh Davidson and Justin Hoffman; senior associate Lakshmi Ramanthan; and associates Parker Hinman and William Cozzens.
The firm previously advised Global on a $350 million offering in September.
V&E Represents Oasis Midstream Partners in $450M Senior Note Offering
Oasis Midstream Partners unveiled its offering of $450 million in aggregate principal amount of Senior Unsecured Notes due 2029 as it seeks to use net proceeds to make a distribution to Oasis Midstream Services. The notes were priced on March 26.
The offering of $450 million is tied to a simplification transaction announced on March 22 with Oasis Petroleum for about $231.5 million and to repay about $205.5 million of borrowings under OMP’s revolving credit facility.
The Vinson & Elkin team advising Oasis Midstream Partners was led by partners David Oelman of Houston and Noel Hughes, with assistance from counsel Christianne Williams and associates Anthony Sanderson of Houston, Matthew Fiorillo of Houston and Taylor Kim.
Kirkland Advises Lead Edge Growth SPAC in $300M IPO
Lead Edge Growth Opportunities Ltd, a blank check company, announced March 22 its IPO aimed at producing $300 million in proceeds. The units are listed on the Nasdaq Capital Market Exchange under the ticker symbol LEGAU.
Lead Edge Growth — headquartered in New York — is sponsored by Lead Edge Capital Management. The SPAC is seeking a target that would provide a significant investment in technology, particularly software and internet opportunities. The company CEO is Mitchell H. Green, a founder of Lead Edge and a former investment advisor for Eastern Advisors, Tiger hedge fund seeded by Julian Robertson and Bessemer Venture Partners. The company board includes Meg Whitman, former head of Hewlett Packard and former Republican presidential candidate.
Lead Edge Growth was advised by Kirkland team with a team led by capital markets partners Christian Nagler and Debbie Yee, and associates Sami Ghubril, Sarah Ashley Byrd and Jessica Stenglein; transactional partner Melissa Kalka and associate Brittany Scheier; and tax partners Michael Beinus and Scott Fryman.
Credit Suisse Securities and J.P. Morgan Securities are serving as joint book-running managers for this offering.
Kirkland Advises Accelerate Acquisition on $400M IPO
Accelerate Acquisition Corp., a blank check company led by the former head of Chrysler and Home Depot, announced March 22, the closing of a $400M public offering.
The company, headed by Robert Nardelli intends to pursue investment in a company in the transportation, industrial or retail sectors. The company began trading March 18.
The company was advised by Kirkland & Ellis with a team led by capital markets partners Christian Nagler, Debbie Yee and Lance Hancock, along with associates Ibe Alozie and Brett Mele. The team also included transactional partners Leo Greenberg and Maggie Flores, as well as associate Matt Benedetto, with tax partners Michael Beinus and Scott Fryman.
UBS Investment Bank was sole bookrunner.
In addition to Nardelli, who headed Home Depot from 2000 to 2007 and Chrysler from 2007 to 2009, the SPAC includes Michael Simoff, a former portfolio manager at Elliott Management and Jeff Kaplan, founder of Andalusian, a private investment firm.
Gibson Dunn, Latham Advise on $173.5M Secondary Offering at Western Midstream
Western Midstream Partners announced a $173.5 million underwritten secondary public offering of 10 million common units in the company owned by an affiliate of Occidental Petroleum. The offering was upsized from a previously announced 8 million common units.
Western Midstream is not itself selling any of the units and will not benefit from the proceeds of the sale.
Gibson & Dunn is representing BofA Securities, the sole book-running manager for the offering. Partner Hillary Holmes led the team from Houston with assistance from associates Melissa Pick, Brian Downs and Monika Kluziak. Tax advice was provided by partner James Chenoweth.
Latham & Watkins represented Western Midstream in the transaction with a corporate deal team led by Houston partners John Greer and Bill Finnegan, with Houston associates Ryan Lynch, Lexi Santa Ana, Jessica Sherman and Kirby Swartz. Advice was also provided on tax matters by Houston partners Tim Fenn and Jim Cole, with Houston associates Mike Rowe and Marianne Standley; and on environmental matters by Houston partner Joel Mack and Los Angeles counsel Joshua Marnitz.
Western Midstream operates its midstream assets in the Rocky Mountains, North-central Pennsylvania, Texas and New Mexico.