It was a busy third quarter for oil and gas transactions lawyers. In fact, last week was the busiest seven days of dealmaking by Texas lawyers this year.
According to Austin-based Drillinginfo, U.S. oil and gas M&A activity in the quarter surged 250 percent over the second quarter to $32 billion, breaking all quarterly records since the fourth quarter of 2012’s $37.8 billion. The final tally also surpassed the quarterly average of $18.3 billion dating back to 2009.
Drillinginfo said several factors led to the dramatic increase. They include $50 billion worth of assets on the market as of July 1, largely by motivated sellers; $15 billion in private equity money looking for a home; Wall Street pressuring public companies to focus on the best properties to drive free cash flow; the elimination of below-$50 oil price risk; and stable to higher pricing on the horizon.
“We expect U.S. M&A activity to continue at a heightened level,” Drillinginfo senior director Brian Lidsky said, noting record well results, de-risked acreage positions and technological advances.
Drillinginfo estimates that there’s $30 billion worth of assets on the block. It also expects consolidation within shale plays to increase in momentum as scale and efficiency reward larger players.
Texas lawyers were an active crew last week. There were 29 transactions in M&A, capital markets, private equity and venture capital worth $3.149 billion. That’s up from 18 transactions the previous week but down from $9.3 billion in value. A lot of the deals this past week involved private equity firms, which are notoriously mum on their transaction values.
Eighteen law firms and 104 lawyers in Texas were involved in the activity, versus 11 firms and 67 attorneys the previous week.
M&A made up the bulk of the activity, with 20 deals worth $1.647 billion. Capital markets transactions, meanwhile, numbered nine deals worth $819 million (with three initial public offerings in the works). There also were three Texas-related private equity funds – including two debut ones – that raised $683 million in commitments.
Energy deals dominated the action, of course, although there also were a lot of deals on the industrial, medical and technology fronts.
M&A AND PRIVATE EQUITY INVESTMENTS
Latham advises DJR on $480M Encana asset purchase
Denver oil and gas explorer DJR Energy said Oct. 1 it agreed to buy oil and gas properties in northern New Mexico’s San Juan Basin from Canadian oil and gas giant Encana for $480 million.
DJR is backed by Trilantic North America, Waveland Energy Partners and Global Energy Capital.
Latham & Watkins advised DJR, including Houston partner Robin Fredrickson and associate Greg Sorensen. Davis Polk & Wardwell also advised DJR.
Trilantic inhouse counsel Christopher Little in Denver previously was an associate at Latham in Houston.
The acquisition includes 182,000 net acres, giving DJR 350,000 net acres focused in the oil window of the San Juan Basin. The properties produce 5,400 barrels of oil equivalent per day, 3,900 barrels of which are liquids, and DJR said the deal gives it an inventory of 1,100 drilling locations with break-evens competitive with other top oil basins.
Dave Lehman, DJR’s CEO and president, said the company is poised to become a dominant player in the region.
The sale is expected to close this quarter.
Analysts at Tudor Pickering Holt said it was good to see Encana continue to high grade its portfolio via the sale of its San Juan position, which has been under consideration and isn’t part of the company’s four core areas. They think the proceeds will go toward strengthening the balance sheet, funding its four areas and boosting returns to shareholders.
Glenn Jacobson leads the DJR investment from Trilantic, which came in at its founding in 2017.
DJR’s management previously created and sold two companies in the DJ Basin of Colorado, DJ Resources LP and DJ Resources LLC.
Triantic manages six private equity funds with total capital commitments of $9 billion. It’s committed $4.1 billion in capital across 27 energy investments.
Waveland, which was founded in 2000, has invested in various U.S. basins and Houston-based Global Energy Capital focuses on investing growth capital in energy companies.
HuntonAK aids BP units on $468M sale of JV stakes to BP Midstream
Hunton Andrews Kurth said Oct. 2 it represented BP plc affiliates BP Products North America, BP Offshore Pipelines Co. and BP Pipelines (North America) on the sale of their interests in joint venture companies to BP Midstream Partners for $468 million in cash.
The team included Texas lawyers Jordan Hirsch, Phil Haines, Mike O’Leary, Tom Ford, Robert McNamara, O’Banion Williams, Lisa Shelton, Amanda Thienpont, Oliver Fankhauser, Anna Booth, Madison Cox and Alex Miron.
Akin Gump Strauss Hauer & Feld partners John Goodgame and Lisa Hearn advised a committee of BP Midstream. Assisting them were associate Leana Garipova, tax partner Jocelyn Tau and energy regulation, markets and enforcement senior counsel Vera Neinast.
BP Midstream Partners’ chief legal counsel is Hans F. Boas, who was appointed to the post in September 2017. The University of Houston-trained attorney previously was managing counsel of BP America Inc. supporting its treasury functions in the U.S. and senior counsel of BP America supporting treasury functions in Houston.
The purchases involve boosting BP Midstream’s stake in the Mardi Gras Transportation System to 65 percent from 20 percent. It’s also getting 22.69 percent of URSA Oil Pipeline Co. and 25 percent of KM-Phoenix Holdings. BP Midsream financed the purchases through its revolver.
BP Midstream said the acquisition – the first asset dropdown from BP plc since its initial public offering – will be immediately accretive to distributable cash flow per unit.
ConocoPhillips Sells East Timor Stake for $350 Million
ConocoPhillips said Oct. 1 that it was selling its 30 percent stake in the Greater Sunrise gas field between Indonesia and Australia back to the Timor-Leste government for $350 million.
Outside counsel on the deal has not yet been revealed. The Houston company’s general counsel is Kelly Rose, who moved into the position last month after a 27-year career at Baker Botts.
ConocoPhillips had differences with the Timor-Leste government over proposed plans to develop the field.
The deal has to clear funding approval from the government, regulators and pre-emption rights from partners, including co-venturers Woodside (33.4 percent owner and operator), Royal Dutch Shell (26.6 percent) and Osaka (10 percent).
ConocoPhillips expects to close the sale in the first quarter and use the proceeds for general corporate purposes.
Matt Fox, ConocoPhillips’ executive VP of strategy, exploration and technology, said in a statement that while there was disagreement over how to develop the asset, the deal is mutually beneficial to both parties.
Private equity backer proposes $330M buyout of American Midstream
Houston-based American Midstream Partners said Sept. 28 that backer ArcLight Capital had offered to buy what it doesn’t own of the partnership in a deal that would value it at $330 million.
The private equity firm offered $6.10 per unit, a 6 percent premium over its closing price the previous day.
American Midstream said the offer was unsolicited and must be approved by unitholders and the conflicts committee of the board of American Midstream’s general partner.
Gibson, Dunn & Crutcher partners Hillary Holmes and Tull Florey are advising American Midstream while Kirkland & Ellis partner Matt Pacey is assisting ArcLight.
American Midstream’s in-house counsel is Chris Dial, who joined the partnership this past January. The University of Houston-educated lawyer previously was general counsel of Susser Holdings II and an associate at Andrews Kurth.
American Midstream owns pipelines in Texas, the Gulf of Mexico and North Dakota.
American Midstream tried to expand by acquiring Dallas-based Southcross Energy Partners in November of last year for $815 million in stock. But on July 30 Southcross said it canceled the deal due to American Midstream’s failure to fund it.
Kirkland advises Macquarie on Wheelabrator purchase from ECP
Kirkland & Ellis counseled Macquarie Group unit Macquarie Infrastructure and Real Assets on its purchase of waste-to-energy facility operator Wheelabrator Technologies from Energy Capital Partners, preempting the target’s planned initial public offering.
Terms weren’t disclosed, but it was probably considerable. Energy Capital Partners bought Portsmouth, N.H.-based Wheelabrator from Waste Management in 2014 for $1.94 billion.
The Kirkland deal team was led by corporate partners John Pitts in Houston and Alex Rose in Dallas along with associates Ben Hardison and Levi Stoneking. It included specialists in the firm’s Washington, D.C., New York and Chicago offices.
Latham & Watkins lawyers in New York advised Wheelabrator, which used Credit Suisse and UBS as financial advisors. Greentech Capital Advisors and RBC Capital Markets were Macquarie’s financial advisors.
Led by CEO Robert Boucher, Wheelabrator provides a waste disposal solutions to local communities and delivers renewable energy to residential and commercial consumers.
Wheelabrator has 26 assets in the U.S. and the U.K., including 19 waste-to-energy facilities (three under construction), three independent power plants and four ash monofills.
The company has an annual waste processing capacity of 8 million tons and electric generating capacity of 782 megawatts, which is enough energy to power 700,000 homes.
Tyler Reeder led the investment from Energy Capital Partners while Karl Kuchel is doing so for Macquarie.
The transaction has to clear the Federal Energy Regulatory Commission, the Committee on Foreign Investment in the United States, the Federal Communications Commission and the New Jersey Department of Environmental Protection. It’s expected to close in the first quarter.
Energy Capital Partners has $19 billion in capital commitments. Macquarie had $119 billion in assets under management as of March 31.
Baylor Scott & White, Memorial Hermann sign letter of intent to merge
The boards of Baylor Scott & White Health and Memorial Hermann Health System announced Oct. 1 that they signed a letter of intent to merge for undisclosed terms. A definitive agreement is expected to be completed next year.
The outside counsel for the not-for-profit organizations couldn’t be determined by press time.
Baylor Scott & White’s chief legal officer is Jennifer Settle Brown, who took over the post in the fall of last year. The UT law grad previously was general counsel for Presbyterian Healthcare Services and senior transaction counsel at Mercy Health Services.
Deborah Gordon is chief legal officer at Memorial Hermann, which she joined in 2014. Before that the University of Illinois-trained lawyer was a partner at Seyfarth Shaw for almost 12 years and DLA Piper for seven years.
The parties said the combined health system would be positioned to become a national model for integrated, consumer-centric and cost-effective care.
Jim Hinton, CEO of Baylor Scott & White Health, will be CEO of the combination while Memorial Hermann CEO Chuck Stokes will join him in the proposed office of the CEO along with Baylor Scott & White president Pete McCanna.
Ross McKnight, chair of the Baylor Scott & White Holdings’ board of trustees, will serve as the first chair of the proposed combined system’s board. A vice chair, selected by Memorial Hermann, will be named before closing and will become chair at the end of McKnight’s two-year term.
Deborah Cannon is chair of the Memorial Hermann Health System’s board.
The health systems serve 30 Texas counties and employ 73,000 across the state. Both have ties to the academic medical community. The two systems include 68 hospital campuses and 1,100 care delivery sites and serve 10 million patients per year.
Greenberg Traurig counsels Cotton Creek on Vecta acquisition
Cotton Creek Capital said Oct. 1 it acquired Gonzales, La.-based Vecta Environmental Services.
Terms weren’t disclosed. But the Austin private equity firm typically targets businesses with annual EBITDA of $5 million to $15 million and invests $10 million to $40 million.
Greenberg Traurig partner Kyle Fox in Austin represented Cotton Creek. Kantrow Spaht Weaver & Blitzer in Baton Rouge counseled Vecta.
Vecta provides industrial and environmental services to chemical, industrial, utility and oil and gas midstream customers along the U.S. Gulf Coast.
The company specializes in hydro-blasting, vacuum truck, tank cleaning, hydro-excavation and insulation and scaffolding services with facilities in Gonzales, Houston and LaPlace.
Vecta will continue to be led by founder and president Kenny Rouse, CEO Chad Kalland and CFO Selena Ray, who will remain shareholders.
Cotton Creek partner Lee Rash led the investment, which is being made through the firm’s third fund.
The firm invests in growing lower middle market companies in the manufacturing, distribution, industrial, chemical, building products, food and beverage and business services sectors.
MTPV Power picks up $16M in funding from Lake Bridge, Total, Sabic
MTPV Power said it raised $16 million in Series C financing from Lake Bridge Capital, Total SA’s Total Energy Ventures and Saudi Arabia’s Sabic Ventures.
DLA Piper represented the company, including John Gilluly and Joseph Fore in Austin.
The Austin and Medford, Mass.-based company creates semiconductor chips that convert heat to electricity. It recently received Frost & Sullivan’s Global Technology Leadership Award for waste heat recovery solutions.
Frank Egan led the investment from Chicago-based Lake Bridge. David Mather is president and CEO of MTPV.
Stoplight raises $3.25M in funding from Bill Wood Ventures, others
Austin-based Spotlight said Oct. 3 it raised $3.25 million in seed funding from Bill Wood Ventures, NextGen Venture Partners, Next Coast Ventures, Social Starts and Capital Factory, bringing its total to $4.54 million.
A Cooley partner in Colorado represented the company. NextGen was advised by Kastner Gravelle partner Evan Kastner in Austin.
Spotlight, which is led by CEO Marc MacLeon, plans to use the funding to double its engineering team with the aim of becoming the top enterprise solution for lifecycle management of application programming interfaces, or API’s, and government.
So far the company has 500 paying customers, including large enterprises in finance and healthcare.
Spotlight recently hired Brian Rock as its director of engineering. He previously held the same post at Austin-based Applause.
Bill Wood, co-founder of Austin Ventures and founder of Silverton Partners, has lead the start-up financing for dozens of Austin companies, including Silicon Labs and SailPoint.
NextGen Venture Partners, led by Jon Bassett, is the country’s first network-driven venture firm while Next Coast Ventures, headed by co-founder Michael Smerklo, with the entrepreneurs on innovation. Social Starts funded Mashable and Capital Factory helps start-ups in Texas.
Winston advises Nichols Oil Tools on sale to Argonaut Private Equity
Argonaut Private Equity, which is controlled by Tulsa billionaire George Kaiser, has purchased Nichols Oil Tools for an undisclosed sum.
Winston & Strawn partner David Lange in Dallas counseled Nichols while Frederic Dorwart in Tulsa assisted Argonaut.
Simmons & Co. International’s Sanjiv Shah in Houston provided financial advice to Nichols.
Nichols provides tubular rental equipment and pump-down services for oilfield applications in U.S. unconventional oil and gas plays. It’s based in Jacksboro with locations in Midland, San Angelo and Pecos.
Founded in 2002, Argonaut manages investments across several industry sectors with $3 billion of capital deployed in direct investments. This year it raised its fourth fund.
Willkie Farr aids Sterling-backed Time Manufacturing on Aspen Aerials purchase
Willkie Farr & Gallagher said Oct. 5 that it advised Sterling Group-backed Time Manufacturing/Versalift of Waco on its purchase of Aspen Aerials.
The deal team was led by partner Bruce Herzog, who offices out of Houston and New York.
Fafinski Mark & Johnson in Eden Prairie, Minn., counseled Aspen Aerials.
Founded in 1965, Aspen Aerials is a Duluth, Minn.-based provider of specialty equipment used to inspect the safety and integrity of bridges.
Time Manufacturing/Versalift CEO Curt Howell said in a statement that the acquisition extends its reach into an important and growing industry.
Founded in 1982, Houston-based Sterling buys controlling interests in basic manufacturing, distribution and industrial services companies valued at $100 million to $750 million.
Sterling has sponsored the buyout of 52 platform companies and numerous add-on acquisitions valued at $10 billion. It currently has $1.9 billion in assets under management.
Perkins Coie counsels Bellus on sale to Crown Labs
Hildred Capital Partners-backed Crown Laboratories said Sept. 27 it bought Addison-based Bellus Medical for an undisclosed sum.
Bill Swart and Katie Geddes at Perkins Coie in Dallas counseled Bellus Medical, which used Piper Jaffray as its financial advisor.
Lowenstein Sandler was Crown’s and Hildred’s legal advisor and Hayfin Capital Management provided debt financing in connection with the transaction.
Bellus delivers repair and restoration products to aesthetic practices around the world. It will become the new aesthetics unit of Crown, be headed by Bellus CEO Joe Proctor and remain in Dallas.
Its products include SkinPen, a medical grade microneedling device used by healthcare professionals to improve the appearance of facial acne scars. Bellus claims it’s the first-ever FDA-approved microneedling device for acne scarring.
Jeff Bedard is CEO and president of Crown and David Solomon, a Hildred partner, is chairman.
Last month San Francisco-based Montreux Equity Partners completed a growth capital financing in Crown out of its new healthcare growth capital fund, Montreux Growth Partners II.
Montreux has invested in 60 companies, including publicly traded Mindbody and Glaukos and Tobira Therapeutics, which was acquired by Allergan in 2016 for almost $1.7 billion.
Tennessee-based Crown focuses on dermatological products. Its products include Blue Lizard Australian sunscreen, Vita Liberata organic sunless tanning and skincare, AlaScalp, AlaQuin and Tri-Derm.
Sidley Austin represent Exelon on acquisition of Everett LNG facility
Sidley Austin said Oct. 2 it represented Exelon Generation Co. on its acquisition of the Everett LNG facility in Massachusetts from Engie for undisclosed terms.
The team members included partners Brian Bradshaw and David Asmus in Houston along with lawyers in the firm’s Chicago and Washington, D.C., offices.
K&L Gates partner Randel Young in Houston counseled Engie.
ExelonPower president John Barnes said the acquisition ensures that the Mystic Generating Station’s Units 8 and 9, which the facility is connected to, will continue receiving a dependable liquified natural gas supply to help meet New England’s energy reliability and fuel security needs for as long as they remain operating.
Exelon Generation is managing operations of the facility while Exelon’s Constellation unit will be responsible for purchasing and selling LNG to gas utilities, marketers and other market participants throughout New England.
Exelon said the facility is the longest-operating LNG import facility of its kind in the U.S. and employs 60 people. It connects to two interstate pipeline systems and a local gas utility’s distribution system as well as the Mystic Generating Station.
Locke Lord, DLA work on Acacia investment from Kayne Anderson
Locke Lord said Oct. 5 that it represented management at Acacia Energy Partners on an undisclosed equity commitment from Kayne Anderson Energy Fund VIII.
The team included partner Mitch Tiras, senior counsel Freddy Feldman and partner Sara Longtain, all of Houston.
DLA represented Kayne Anderson, including Jack Langlois, Jason Nolingberd and Taylor Randazzo.
Kevin Brophy is Kayne Anderson’s general counsel in Houston. Before joining the firm in 2006, he was an associate at Akin Gump Strauss Hauer & Feld and Chamberlin Hrdlicka. He has law degrees from South Texas College of Law and the University of Florida.
LivePerson Acquires Conversable
LivePerson Inc. said Oct. 1 it acquired Austin-based Conversable, a conversational intelligence platform focused on social and marketing use cases with a specialty in quick service restaurant and hospitality industries.
Scott Craig at Wilson Sonsini Goodrich & Rosati in Austin counseled Conversable.
LivePerson said the acquisition brings more artificial intelligence, social listening and outbound messaging campaign management capabilities to the company and its conversational commerce platform LiveEngage.
Conversable’s solutions have been adopted by companies in the hospitality, entertainment, tech and other industries, including TGI Friday’s and GM Onstar. Conversable’s AI and automation development teams will join LivePerson’s global product and technology organization.
Robert LoCascio is CEO and founder of LivePerson. Ben Lamm is co-founder and CEO of Conversable and Andrew Busey is its co-founder, CPO and chairman.
LivePerson said it has 18,000 customers that use its conversational commerce solutions, including Citibank, HSBC, Orange and the Home Depot.
Locke Lord advises Centric Gas on Ara Partners investment
Locke Lord said it counseled Magnolia natural gas distributor Centric Gas Services on the sale of a majority stake to Ara Partners Group for an undisclosed sum.
The team was led by Houston partner Greg Heath in Houston. He was assisted by associate Lauren Corbeil, partners John Arnold, Eric Larson and Buddy Sanders and associate Sam Williams, all of Houston, and associate Brooks Vanlandingham in Dallas.
White & Case partner Steve Tredennick led the deal for Ara with assistance from counsel Morgan Hollins, associates Peter Raish, Ted Seeger and Justin Synhorst and tax partner Chad McCormick, all of Houston.
Founded in 1993, Centric owns four local gas distribution companies and three gas transmission pipeline companies that serve 14,500 customers.
The founding Barnwell family, including chairman Robert “Barney” Barnwell III and COO and president Robert Barnwell IV, will continue to own a minority stake in the business.
The company plans to use the investment to continue building a state-of-the-art infrastructure platform for its expanding Texas customer base.
Houston-based Ara is an alternative asset manager focused on the industrial, chemicals and materials and energy sectors. Managing partner Troy Thacker and principal James Wang were involved in the investment.
Innovex Downhole Acquires Buckhorn Casing Equipment
Intervale Capital-backed Innovex Downhole Solutions Inc. recently acquired the assets of Buckhorn Casing Equipment for an undisclosed sum.
Intervale general counsel and intellectual property head Walter Grollitsch didn’t respond to requests for outside counsel.
Before joining Intervale in 2013, Grollitsch was general counsel at Intervale startup company Benchmark Completions. He practiced at Patterson + Sheridan in Houston for 12 years after getting his intellectual property law degree at South Texas College of Law.
Founded in 2013, Midland-based Buckhorn provides casing equipment to customers in the Permian Basin. It was founded in 2013 by president John Brown, who is staying on.
Houston-based Innovex provides downhole products and technologies to the oil and gas industry, including well construction and well completion solutions for onshore and offshore operators. Intervale has backed it since 2008.
Innovex CEO Adam Anderson previously managed the completions operations of Baker Hughes International and wasCEO of Team Oil Tools.
Tuan Tran led the investment from Intervale, which has raised $1.3 billion in committed capital since its inception in 2006. It’s currently investing from its third fund.
Its portfolio companies include Enercorp Sand Solutions, Aegis Chemical Solutions, Epic Lift Systems, Milestone Environmental Services and Certus Energy Solutions.
CAPITAL MARKETS ACTIVITY
Latham aids underwriters on Matador’s $300M notes offering
Latham & Watkins said it represented the underwriters on Matador Resources’ $300 million offering of additional senior notes.
Partner Ryan Maierson led the matter. Gibson Dunn & Crutcher counseled Matador, including partner Doug Rayburn, associates Eric Pacifici and Kiel Sauerman and partner James Chenoweth on tax.
Matador said Oct. 1 that it had priced the private offering, which was increased from a previous $250 million and involved 5.875 percent senior unsecured notes due 2026. The notes are in addition to the company’s $750 million in 5.875 percent senior notes due 2026 that were issued Aug. 21.
Matador plans to use the net proceeds to repay outstanding borrowings under its revolver and for general corporate purposes.
Baker Botts aids underwriters on DCP’s $100M preferred unit offering
Baker Botts said Oct. 4 it represented the underwriters on DCP Midstream’s $100 million preferred unit offering.
The attorneys included partners Josh Davidson and A.J. Ericksen, senior associate Sarah E. Berens and associates Katie Belleville and Steven Lackey and tax special counsel T. Chuck Campbell.
Holland & Hart counseled DCP Midstream out of Denver.
The underwriters are RBC Capital Markets, Merrill Lynch, J.P. Morgan and Wells Fargo.
The offering involves 4 million of its 7.95 percent Series C preferred units at $25 per unit. DCP granted the underwriters a 30-day option to purchase up to 600,000 more units.
DCP expects to use the $96.1 million in net proceeds for general partnership purposes, including the funding of capital expenditures and the repayment of outstanding debt under its revolver.
EnVen files for $100M IPO
Gulf of Mexico oil and gas explorer EnVen Energy filed for a $100 million initial public offering Oct. 2 with the Securities and Exchange Commission.
The Houston company plans to list its stock on the New York Stock Exchange under the symbol “ENVN.” It intends to use the proceeds to pay down debt, fund operations and possibly make acquisitions.
EnVen’s investors include Bain Capital Partners, Adage Capital Partners and EIG Global Equity Partners.
Davis Polk & Wardwell is counseling EnVen with attorneys out of New York. Simpson Thacher & Bartlett attorneys in New York are counseling the underwriters, which include Citi, J.P. Morgan, Stifel and BMO Capital Markets.
Jeffrey A. Starzec recently became EnVen’s general counsel. Previously he was at Cobalt International Energy, where he was associate general counsel and later general counsel. Cobalt filed for bankruptcy in December of last year.
Before Cobalt, Starzec practiced corporate and securities law at Vinson & Elkins from 2006 until 2009, where he represented various energy companies, including Cobalt on its strategic alliance with Total in the Gulf of Mexico. The Harvard Law graduate began his legal career at Baker Botts.
Led by CEO Steven Weyel, EnVen focuses on acquiring and developing operated, deepwater assets that it believes have untapped, lower-risk drill bit opportunities and will provide strong cash flow and significant production potential.
Cooler maker Yeti refiles for $100M IPO
Austin-based cooler maker Yeti Holdings Inc. refiled for a $100 million initial public offering with the SEC.
Yeti had pulled the filing back in March citing market conditions. The Cortec Group-owned company originally filed to go public in 2016.
The company plans to trade on the New York Stock Exchange under the symbol “YETI.” It plans to use the proceeds to repay its revolver and for general corporate purposes.
Jones Day attorneys in Cleveland are counseling Yeti while Latham & Watkins attorneys in New York are representing the underwriters, who are led by BofA Merrill Lynch.
Yeti’s general counsel is Bryan Barksdale, who has been in the position since 2015. He previously was general counsel of iFLY Holdings, which designs, makes and operates vertical wind tunnels used in indoor skydiving facilities, and chief legal officer and general counsel of Bazaarvoice Inc., a social commerce software-as-a-service company.
The Washington & Lee-trained lawyer previously practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati, Brobeck, Phleger & Harrison and Andrews Kurth.
Arog Pharmaceuticals files for $75M IPO
Cancer treatment developer Arog Pharmaceuticals filed for a $75 million initial public offering.
The Dallas-based company plans to list on the Nasdaq under the symbol “AROG.”
Davis Polk & Wardwell is advising the company with attorneys in New York. Latham & Watkins lawyers in Menlo Park are assisting the underwriters, which include Citi, RBC Capital Markets and Nomura Securities.
Arog’s general counsel is Edward McDonald, who joined the company in 2013 after receiving his law degree from Texas Wesleyan University School of Law in 2012. His focus was intellectual property.
Arog is led by CEO M. Scott Salka, who previously was CEO of AmpliPhi Biosciences, Aspyrian Therapeutics and Ambit Biosciences, which was sold to Daiichi Sankyo in 2014 for $410 million.
Arog plans to use the net proceeds to fund the development of its only product candidate, crenolanib. The product is intended to treat patients with relapsed or refractory and newly diagnosed acute myelogenous leukemia, or AML, and various solid tumors.
It plans to use the proceeds to pay back loans from Jain Investments and for working capital and other general corporate expenses.
Baker Botts, Latham aid on $57M Kimbell unit offering
Baker Botts said Oct. 2 it represented Kimbell Royalty Partners on a 3 million common unit offering worth $57 million.
The team included partners Jason Rocha and Josh Davidson, senior associate Eileen Boyce and associates Jennifer Gasser and Steven Lackey.
Latham & Watkins represented the underwriters, which included Credit Suisse, UBS, Raymond James and RBC Capital Markets. The team was made up of partners Michael Chambers and John Greer and associates Monica White, Clayton Heery and Drew Tengler-West.
Kimbell granted the underwriters a 30-day option to purchase 450,000 more common units.
Kimbell intends to use the net proceeds to repay part of its borrowings under its revolver.
The offering came after Kimbell announced Sept. 24 that its federal income tax status change from a pass-through partnership to a taxable entity – via a “check-the-box” election – had become effective.
Baker Botts, V&E aid on Westlake’s $50M offering program
Baker Botts said Oct. 5 it represented the managers on Westlake Chemical Partners’ $50 million at-the-market offering program of common units.
The team included partner Josh Davidson, associates Lakshmi Ramanathan and Steven Lackey and tax special counsel Chuck Campbell.
Vinson & Elkins counseled Westlake led by partner Ramey Layne.
The managers included UBS, Barclays, Citi, Deutsche Bank, Merrill Lynch, RBC Capital Markets and Wells Fargo.
Westlake intends to use the net proceeds for general partnership purposes, including the funding of potential drop-downs and other acquisitions.
Latham, V&E advise on Rosehill’s $37.5M stock offering
Latham & Watkins said Oct. 5 that it represented the underwriters on Rosehill Resources’ $37.5 million Class A common stock offering.
Partner Michael Chambers led the matter with help from associates Kevin Richardson, Thomas Verity, Om Pandya, Madeleine Neet and Felicia Alexander.
Citigroup, SunTrust Robinson Humphrey and J.P. Morgan were the underwriters.
Vinson & Elkins counseled Rosehill, including Scott Rubinsky, Jordan Fossee, Stephen Jacobson, Katherine Mull, Austin Light, Lina Dimachkieh, Liz Snyder, Matthew Dobbins and Larry Nettles.
Rosehill announced the pricing on Sept. 27. The offering involved 6.15 million shares of its Class A common stock. The company granted the underwriters a 30-day option to purchase up to 922,500 more shares.
The company plans to contribute all of the $35.6 million in net proceeds to Rosehill Operating Co. in exchange for common units. Rosehill Operating intends to use the net proceeds to finance its development plan and for general corporate purposes, including to fund potential future acquisitions.
HuntonAK represents sales agent on Guggenheim’s equity issue
Hunton Andrews Kurth said Oct. 2 that it counseled sales agent Cantor Fitzgerald on Guggenheim Strategic Opportunities Fund’s upsized 14.1 million at-the-market equity program.
The team included partners Phil Haines and associate Amanda Thienpont in Houston.
PRIVATE EQUITY FUNDRAISINGS
Jones Day advises Trinity Hunt on $350M fifth fund
Dallas-based Trinity Hunt Partners has raised $350 million for its fifth fund, exceeding its initial target of $300 million. The Jones Day team that advised it included Dallas partner John Mazey and associate Amy Chen. Credit Suisse was its fundraising advisor. The fund will continue to partner with growing founder and family-owned businesses in the business services, healthcare, consumer and industrial sectors. It’s led by Dan Dross.
Align Capital raises $301M for debut fund
Dallas- and Cleveland-based Align Capital Partners has raised over $301 million for its maiden fund out of a $326 million target, according to a filing with the Securities and Exchange Commission. Outside counsel couldn’t be determined. The firm was co-founded by former Riverside Co. principal Rob Langley in Dallas and focuses on growth-oriented, lower middle market specialty manufacturing, distribution and business services companies.
V&E counsels Cottonwood on $32M inaugural digital oilfield fund
Vinson & Elkins said Oct. 3 that it advised Cottonwood Venture Partners on the formation of its inaugural fund with capital commitments of $32 million. The V&E corporate team was led by partner Mike Pierce and associate Michael Gibson. Houston-based CVP invests in companies that provide digital technology solutions for the oil and gas industry. It was co-founded by Jeremy Arendt, Ryan Gurney and Mark Mills. So far, it’s put money in Ambyint, MineralSoft, Novi Labs and SitePro.