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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: 7 Deals, 8 Firms, 76 Lawyers, $5.3B

August 4, 2020 Allen Pusey

How bad has the Coronavirus Era been for deal-making? Depends on where you look.

Each week we log the deals reported to us. We’ve done this since 2017 as you can see in the live table we include each week just before we begin our descriptions of the week’s M&A deals.

In those tables we count each week’s transactions, the number of unique firms involved and the number of Texas lawyers named as part of those deals. These are deals reported to us, so they don’t include all of them. But from week to week we think they’re a pretty good surface indicator of the transactions taking place across the state.

So, when we ask ourselves how the Coronavirus Era has been for dealmaking, that’s where we looked.

From that live table we drew stats from the 20 weeks of March, April, May, June and July and compared them with the same weeks of 2019 and 2018.

The black horizontal line depicts the average deal count across the same weeks in 2018 and 2019. That average was 13.75 deals per week. There were actually six weeks when the 2020 deal count surpassed the 2018-19 average (Weeks 1, 4, 5, 7, 9, 10. But the second half of the 20-week period, deal counts have been stuck below that past average.

Note: Week 11 combines stats for two weeks (ending May 16 and May 23).

On to deal value. The combined March-July weekly average deal value for 2018-19 was $8.282 billion. In only five of those weeks (Weeks 3, 7, did values rise above that number. In four of the 2020 weeks (Week 11 represents two weeks of reporting), the total reported value never reached $1 billion and only the $13.6 billion Chevron purchase of Noble Energy last week allowed week 19 above the 2018-19 threshold.

Note: Week 11 combines stats for two weeks (ending May 16 and May 23).

Note: We’re ignoring 7-Eleven’s $21 billion blockbuster purchase of Speedway from Marathon Petroleum. The CDT Roundup cycles each Saturday, so the Speedway deal will be included in next week’s stats.

Last week there were seven transactions totaling $5.3 billion in reported value. They include five M&A and funding deals totaling $3.7 billion and two capital markets deals totaling $1.6 billion. There were seven firms involved in the deals and 73 Texas lawyers.

Weekly Corporate Deal Tracker Roundup Stats

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

Week EndingDeal CountAmountFirmsLawyersM&A CountM&A Value $MCapM CountCapM Value $M
March 25, 202315$8,779.5101415$2,36210$6,416.5
March 18, 20237$14,048.86695$13,3452$703.8
March 11, 202321$11,5761616516$8,1315$3,445
March 4, 202320$9,6681122816$8,2094$1,459
February 25, 202313$5,3351313012$4,2351$1,200
February 18, 202314$5,743.7131588$898.76$4,845
February 11, 202316$12,0881213712$9,9654$2,123
February 4, 202317$8,0661514013$5,6144$2,452
January 28, 20237$2,1807755$1,692.752$488
January 21, 202317$5,7681617412$1,9185$3,850
January 14, 202311$2, 800101028$4213$2,400
January 7, 202318$8,2961116714$6,4613$1,835
December 31, 202214$2,732119912$2,0922$640
December 1714$7,9191311512$7,4191$500
December 10, 202214$10,093128811$7,0933$3,000
December 3, 202226$12,800.91117220$4,1416$8,659.9
November 26, 20228$2,266.7853$765$2,190.7
November 19, 202221$2,8861521219$2,5502$336
November 12, 202213$15,093.79819$14,2004$893.7
November 5, 20222519,337.21650922$8,267.23$11,070
October 29, 202215$7,805.3911614$7,180.31$625
October 22, 202220$8,193.51325313$5,4427$2,751.5
October 15, 20229$3,046.191397$2,588.32$457.8
October 8, 202219$2,011.81211416$833.83$1,178
October 1, 202223$5,532.91615618$4,952.35$580.6
September 24, 202218$5,1941421615$4,0503$1,144
September 17, 202221$8,352.31232015$4,759.66$3,592.7
September 10, 202215$19,853.51012613$19,403.62$450
September 3, 20229$2,3129629$2,31200
August 27, 202216$30,891.71013515$30,666.41227.7
August 20, 202212$1,977815299253$1,052
August 13, 202218$8,004.71124211$2,844.77$5,160
August 6, 202224$7,948.91224017$3,5777$4,371.9
July 30, 20228$6,9419787$6,8391$102
July 23, 202211$801119210$80110
July 16, 202214$3,6501012214$3,65000
July 9, 202210$3,557.77689$3,557.710
July 2, 202218$8,609.41315215$2,754.43$5,855
June 25, 202215$6,142131469$2,0176$4,125
June 18, 202217$11,890.11422815$11,4102479.7
June 11, 202217$7,6001212310$2,3007$5,300
June 4, 202212$2,937101279$6923$2,245
May 28, 20229$3,197.611869$3,197.600
May 21, 202214$7,284.51218511$6,6093$675.5
May 14, 202211$306.698010$306.61$225
May 7, 202216$10,451.751210812$1,8274$8,624.75
April 30, 202216$2,296.51615712$895.54$1,401
April 23, 202210$2,24111588$16412$600
April 16, 202211$6,64371568$2,3593$4,284
April 9, 202217$4,4291418411$1,6906$2,739
April 2, 202213$1,75588410$1,1453$610
March 26, 202211$3,2058656$2005$3,005
March 19, 202213$2,239.17910613$2,239.1700
March 12, 202218$12,0161123915$11,9652$51.35
March 5, 202217$6,7861313713$5,1614$1,625
February 26, 202212$5,09581499$4,437.53$658
February 19, 202217$22,2291717414$21,3543$875
February 12, 202212$2,344.710738$641.74$1,703
February 5, 202211$2,50389911$2,50300
January 29, 202211$3,8721210112$3,87200
January 22, 202213$5,143.5109912$4,842.51$301
January 15, 202212$7,60591559$6,4803$1,025
January 8, 202213$8,256.21110213$8,256.200
January 1, 20229$1,273.86509$1,273.800
December 25, 202121$4,734.751117616$3,4105$1,324.75
December 18, 202126$7,325.21519318$3,640.28$3,685.2
December 11, 202116$5,0171010913$1,4173$3,600
December 4, 202114$2,3108868$2,3106$1,882.05
November 27, 20219$3.460.1101016$1,7583$1,702.6
November 20, 202120$22,7921515712$18,864.58$3,928
November 13, 202121$26,7291217813$11,8228$14,907
November 6, 202112$8,3031315710$6,6823$1,621
October 30, 202121$10,3681521815$9,24.46$1,103.
October 23, 202121$18.783.11522211$12,31410$6,468.6
October 16, 202115$3,8681111815$2,2932$1,575
October 9, 202120$8,6101617516$7,7954$815
October 2, 202114$6,2501113710$5,2004$1,050
September 25, 202111$11,4609937$10,2004$1,250
September 18, 202111$16,6038998$15,0843$1,519
September 11, 202117$10,6531110313$8,5034$2,150
September 4, 202113$7,222108911$6,7152$507
August 28, 202112$76396311$6631$100
August 21, 202112$29,65977911$29,5791$80
August 14, 202122$17,8451119912$12,80510$5,04
August 7, 202117$13,6701213915$11,7662$1,904
July 31, 202121$8,1601113410$3,57410$4,586
July 24,202121$6,3671113915$3,7126$2,655
July 17, 202114$4,0091112412$2,0152$1,994
July 10, 202116$3,9971314311$1,5974$2,4
July 3, 202124$7,492139416$3,7698$3,722
June 26, 202110$4,9957858$3,8472$1,148
June 19, 202128$16,83082289$1,86119$14,968
June 12, 202126$27,2381520919$25,6027$1,636
June 5, 202115$15,5391310013$14,7092$600
May 29, 202135$20,2791114528$18,647$1,639
May 22, 202124$53,2081417417$51,0477$2,161
May 15, 202118$10,6201322011$5,8707$4,809
May 8, 202117$10,4001115615$8,3862$2,500
May 1, 202121$7,2001611512$3,8089$3,392
April 24, 20218$20,2009318$20,20000
April 17, 202114$6,270810211$4,01803$2,260
April 10, 202115$8,9401312914$7,9901$950
April 3, 202118$19,5131015112$16,9236$2,590
March 27, 202127$13,9421524414$4,30013$9,633.5
March 20, 202111$2,04641023$2708$1,776
March 13, 202115$3,27091096$5389$2,732
March 6, 202124$13,6171019613$10,39511$3,222
February 27, 202119$8,1051213915$4,9704$3,135
February 20, 20219$8,82091538$8,5201$300
February 13, 202112$4,852.678172,7665$2,086.6
February 6, 202118$9,7521315314$5,2224$4,530
January 30, 202118$9,449918215$8753.83$695.3
January 23, 202114$8,15081186$4,0008$4,150
January 16, 202117$6,7831313811$2,4006$4,382.9
January 9, 202122$6,8291413518$3,139.34$3,690
January 2, 20217$1,4667607$1,46600
December 26, 202018$15,9001216316$5,3001$600
December 19, 202018$9,7691411014$8,4264$1,343
December 12, 202010$7,20091009$3,3251$3,830
December 5, 202015$4,26191229$2,7806$1,481
November 28, 202019$7,7581011013$4,0036$3,755
November 14, 202014$864.11415712$289.12$575
November 7, 202013$6,33291299$2,483.54$3,849
October 31, 202010$3,995.881036$3,231.14$754.7
October 24, 20206$18,1006585$17,7091$350
October 17, 20208$351.95558$351.900
October 10, 20207$5,2293504$7353$4,494
October 3, 202014$21,42891739$17,5355$3,893
September 26, 202010$12,7708935$10,3005$2,470
September 19, 202014$8,36591016$1,0208$7,345
September 12, 20206$4,4068593$1,2703$3,136
September 5, 202011$5,19181179$4,0612$1,130
August 29, 202011$2,5319945$1,1306$1,401
August 22, 202018$6,574121407$1,93011$4,644
August 15, 202013$4,99110977$1,2166$3,775
August 8, 202012$32,092111129$30,4573$1,635
August 1, 20207$5,2878765$3,6872$1,600
July 25, 20209$18,7516677$18,4032$348
July 18, 20206$1,982.55504$1,407.52$575
July 11, 202011$565.1127510$65.11$500
July 4, 202010$8,8898989$8,7881$100.3
June 27, 20208$6,87410505$4,972.53$2,081.5
June 20, 202012$4,44491157$2,8295$1,615
June 13, 20206$3,5824372$3504$3,232
June 6, 202011$3,213.78657$4704$2,743.7
May 30, 20208$7,3357486$4,6392$2,697
May 23, 20204$432.44343$432.410
May 16, 20206$3106345$31010
May 9, 202018$5,6301612414$3,1804$2,450
May 2, 20201510,40010908$1,9007$,8,500
April 25, 20208$3,4009365$1,0003$2,450
April 18, 202019$9,50014928$185.711$9,360
April 11, 202012$6,0009405$1907$5,800
April 4, 202014$8,200116810$2,2004$6,000
March 28, 202016$6,500139610$3,7006$2,800
March 21, 202011$11,9107337$2,2504$9,960
March 14, 20207809.86346684.81125
March 7, 202016$2,500157013$6693$1,400
February 29, 202013$15,2601312811$11,7602$3,500
February 22, 202012$3,700109210$2,5602$1,130
February 15, 202016$1,250108412$354$1,222
February 8, 202018$6,0801412314$2,5954$3,485
February 1, 202021$20,9001210114$17,8607$3,060
January 25, 202013$7,430136212$6,4301$1,000
January 18, 202023$9,5801512019$6,5804$3,000
January 11, 202021$14,2001819916$1,0205$13,200
January 4, 202022$6,4001111916$3,2046$3,245
December 28, 201922$7,1501917518$6,8004$327.4
December 14, 201924$36,3002316719$9,5005$26,800
December 7, 201911$10,40011557$1,0824$9,370
November 30. 201914$2,4501212612$1,7602$692.5
November 23, 201916$1,995104111$6155$1,380
November 16, 201915$3,8201313511$2,5004$1,271
November 9, 201925$12,9001718223$12,2002$575
November 2, 201910$2,470126192,4503$22
October 26, 201912$5,560147011$3,8601$1,700
October 19, 20198$6,60081388$6,60000
October 12, 201919$4,300145516$3,8003$500
October 5, 201918$14,5001916615$11,1003$3,400
September 28, 201919$8,1001813218$7,5601$550
September 21, 201914$6,300166611$2,1603$4,170
September 14, 201915$23,800125611$21,2504$2,570
September 7, 201917$3,500159814$1,9003$1,600
August 31, 20195$8,7006505$8,70000
August 24, 201916$10,000148215$4,2501$5,750
August 16, 201910$1,6805527$6503$950
August 9, 201917$17,700156814$3,9003$13,800
August 2, 201913$5,7601210813$5,760NANA
July 27, 201911$7,30013768$6,5703$730
July 20, 201913$11,8001312511$5,3002$6,500
July 13, 201910$7757468$542.52$233
July 6, 20197$2,5009857$2,50000
June 29, 201923$8,2901515417$2,3006$5,970
June 22, 201917$10,7001013914$7,7003$3,000
June 15, 201911$13,5001416011$13,500NANA
June 8, 201913$2,870175511$1,5702$1,300
June 1, 201910$4,46011608$4,1402$315
May 25, 201917$4,360147914$3,7003$612
May 18, 201922$9,0001715016$3,4006$5,600
May 11, 201918$19,8001717715$18,3003$1,500
May 4, 201910$7,0756328$6,9002$175
April 27, 201915$3,2001411714$3,1601$40
April 20, 201913$13,50010909$12,2004$1,300
April 13, 201916$38,900149114$37,8002$1,100
April 6, 201912$6,870119410$6,7302$50
March 30, 201915$6,470128410$7,91.55$5,677
March 23, 201918$6,450149114$5,0424$1,408
March 16, 201914$10,1801211511$8,8003$1,300
March 9, 20199$1,8006498$1,3001$500
March 2, 201920$3,0331610714$1,8176$1,262
February 23, 201912$2,0408699$614.63$1,430
February 16, 201916$9,970187716$9,97000
February 9, 201914$6,4001011014$6,40000
February 2, 201918$6,740159916$5,7202$950
January 26, 201913$2,770116711$918.952$1,850
January 19, 201915$3,819167612$2,5943$1,225
January 12, 201918$7,283149215$1,6833$5,600
January 5, 201910$529125010$52900
December 22, 201817$2,570138714$9413$1,629
December 15, 201810$2,8608268$2642$2,600
December 8, 201815$1,819166512$5523$1,267
December 1, 201812$7,50010909$1,2003$6,200
November 28, 201815$4,5001110714$4,0001$500
November 19, 201818$6,137139813$2,1425$3,995
November 14, 201818$9,2001315215$8,5003$694
November 6, 201816$17,3001618314$16,3612$950
October 29, 201814$14,4001812717$13,8001$600
October 24, 201813$6,1401312611$5,1222$1,018
October 17, 201818$18,3901512514$12,2924$6,098
October 10, 201829$3,1491810420$1,6479$819
October 2, 201818$9,300116714$7,3004$2,000
September 25, 201813$7,000117510$6,0003$995
September 18, 20189$3,5707449$3,57000
September 11, 201813$5,9001013213$5,90000
September 7, 201814$5,000158611$4,0003$1,000
August 29, 201815$20,700147913$4,7002$16,000
August 20, 201810$12,40011538$11,3803$1,057
August 14, 201812$19,900121329$18,8893$1,011
August 7, 201816$68,6001110613$67,2593$1,340
July 31, 201815$15,100159511$13,0604$2,060
July 23, 201813$2,130156010$1,8043$1,100
July 17, 201814$5,37017989$4,3105$1,100
July 9, 201816$11,200157410$11,0806$862
July 3, 201813$7,00078112$6,3301$750
June 25, 201815$8,80013979$4,9706$3,930
June 18, 201813$14,20014807$2216$14,290
June 11, 201812$6,3008968$5,9104$803
June 6, 201813$14,50010888$14,1545$579
May 31, 201811$4,89010638$3,2403$1,790
May 22, 201815$20,40011639$19,8086$885
May 15, 201815$4,7001510610$3,9005$643
May 9, 201811$1,40013889$1,3002$560
May 1, 20188$14,2507887$13,4001$450
April 24, 201812$5,30066111$4,4701$800
April 17, 20189$1,80010447$2,3302$1,434
April 11, 201811$2,5008326$1,6905$809
April 3, 201815$13,400111219$12,0206$1,090
March 28, 201810$4,00010927$3,8703$215
March 19, 201817$5,800135110$5907$5,165
March 12, 201815$3,130114311$2,3604$788
March 6, 201819$5,4001311610$1,5309$4,860
February 27, 201820$6,600136914$5,5306$1,030
February 19, 201815$5,5001411110$3,9906$1,980
February 12, 201823$10,9001715712$7,11011$3,840
February 5, 201816$8,600131007$1,3309$7,800
January 30, 201811$12,60011685$7,3006$4,982
January 24, 201819$9,400151295$2,01014$7,337
January 18, 201810$6,2808492$2,1008$4,188
January 9, 201812$16,50012929$15,8903$475
January 3, 201810$2,5009478$2,3502$150
December 27, 201715$9,000151139$7,5686$1,784
December 18, 201715$13,800161649$13,0107$1,118
December 11, 201714$9,7001012612$2,9404$8,500
December 4, 20176$1,8006315$1,5101$300
November 28, 20177$3,8508764$3,2603$285
November 16, 201710$2,70010486$1,8404$856
November 8, 201715$2,380179110$1,8605$516
November 1, 201712$4,70017949$3,4004$1,300
October 23, 201715$10,500106710$9,7804$1,530
October 18, 20176$2,000373$2253$1,820
October 10, 201712$6,5701009$3,8803$3,360
October 2, 20178$3,10011193$1,6305$1,750
September 25, 20178$4,8808795$2,6605$2,070
September 18, 20179$4,7703$3006$4,470
September 12, 201711$4,4308$2,0303$2,400
September 1, 20174$1,3103$3171$1,000
August 23, 201711$13,64098$11,8403$1,800

For comparison, this time last year there were 13 deals valued at $5.8 billion. And last week, with the above-mentioned Chevron/Noble deal there were 9 deals worth $18.75 billion.

M&A/FUNDING

Baker Botts, Latham, Gibson Dunn Advise on CNX Resources’ $357M Transaction

CNX Resources Corp. announced July 27 that it will be acquiring all the 42.1 million outstanding shares of CNX Midstream it does not already own.

CNX already owns approximately 53.1% of CNX Midstream. Under the agreement remaining shareholders in CNX Midstream will receive .88 shares in CNX, in effect a 15% premium based on the average ratio determined over the 30 days ending July 24. The resulting, combined company expects to issue about 37 million shares in the transaction, representing about 17 percent of the newly combined company.

Baker Botts represented the conflicts committee for CNX Midstream’s general partner and Latham & Watkins advised CNX Resources. Gibson Dunn advised Intrepid Partners, the financial advisor in the deal.

The CNX Midstream conflicts committee negotiated, reviewed and approved the terms of the transaction, along with its board. The Baker Botts team that advised it was led from Houston by transactional partners Josh Davidson and A.J. Ericksen with support from Houston associate Lauren Richter.

The rest of the Baker Botts team from Houston included: partner Michael Bresson and special counsel Chuck Campbell (tax); partners David Sterling and Travis Sales, along with Senior Associate Tina Nguyen (litigation); special counsel Gerry Morton and associate Kyle Doherty (oil & gas); partner Scott Janoe and associate Austin Echols (environmental); partner Mark Bodron (employee benefits). Antitrust advice was provided from Washington D.C. by special counsel Michael Bodosky.

A mostly Houston-based team from Latham also advised CNX Resources, led by corporate partner Nick Dhesi, with associates Dan Harrist, Lexi Udeh, Kate Wang, Ricky Alvarado, Clayton Heery and Drew West. Advice was also provided on tax matters by Houston partners Tim Fenn and Jim Cole, with associate Marianne Standley; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum, with associate Kirk Porter; and on environmental matters by Houston partner Joel Mack and Los Angeles counsel Joshua Marnitz. 

The Gibson Dunn team advising Intrepid included Houston partner Hillary Holmes and Houston associate Justine Robinson.  Houston partner James Chenoweth advised on tax aspects. 

This is not the first CNX transaction advised by Latham and Watkins. In April, Latham advised CNX on a $300 million private offering of 2026 convertible notes.

Based in Canonsburg, PA, 18 miles outside Pittsburgh, CNX Resources is one of the largest independent natural gas E&P companies operating in the Appalachian Basin. CNX Midstream is operates natural gas gathering pipelines, compression and dehydration facilities in Pennsylvania and West Virginia.

Baker Botts Advises Liberty Latin America’s $500M Purchase of Costa Rican Wireless Ops

Miami-based Liberty Latin America announced July 29 that it has agreed to purchase the Costa Rican wireless operations of Telefónica SA for $500 million.

Baker Botts advised Liberty on the transaction with a team led from New York, but it included some Texas lawyers, including transactions partner John Kaercher in Austin. Labor and benefits support was provided from Houston by partner Gail Stewart and special counsel Krisa Benskin, tax advice by Jon Lobb and litigation support by Amy Pharr Hefley in Houston, and Tom O’Brien from Dallas.

Telefónica Costa Rica is one of the Central American nation’s largest wireless providers. Liberty Latin America already owns 80% of Costa Rican cable provider Cabletica, and the company’s CEO expects the wireless investment to dovetail.

“Combined with Cabletica, we look forward to creating a leading integrated communications player providing customers in Costa Rica with high-quality value propositions and unparalleled customer service,” said Balan Nair. “This transaction comes at an attractive valuation, consistent with our disciplined approach towards M&A.”

Simpson Advises Morgan Stanley Unit on $2.3B Acquisition of Lightpath from Altice

Altice USA has agreed to sell Morgan Stanley Infrastructure Partners 49.99% of its fiber enterprise business Lightpath.

Lightpath provides broadband and Ethernet services to both commercial end-users and commercial services providers, primarily in New York.

Morgan Stanley Infrastructure was advised by a Simpson Thacher team led by New York partner David Lieberman and partner Ravi Purohit in Houston. They were supported by associates Justin Thekkekara, Zain Rifat and Oscar Hwang, all of Houston. Lawyers from New York, Washington, D.C. and Palo Alto made up the rest of the team.

The terms include gross cash proceeds of $2.3 billion, netting Altice $1.1 billion after tax and initial debt repayment by CSC Holdings, a subsidiary of Altice. The deal is based on an enterprise value of $3.2 billion. Altice will retain control of Lightpath as owners of the remaining 50.1% of the company.

Altice USA, headquartered in New York, is a leading provider of cable services to 4.9 million residences in 21 states, including Texas. Its parent company Altice N.V. is based in The Netherlands.

Morgan Stanley Infrastructure Partners is an active investment partnership that specializes in the capital structure of businesses that build content and service businesses that require it.

“Lightpath is an expansive and best-in-class enterprise fiber communications business with tremendous long-term potential,” said Dexter Goei, Chief Executive Officer of Altice USA. “Bringing in a strategic investor allows Altice USA to focus on operating our core businesses while infusing the capital needed to grow Lightpath and maximize shareholder value.”

Latham Advises Solaris Water Midstream in Concho JV Expansion

Solaris Water Midstream, an independent provider and manager of frac-water resources, announced that it is expanding the joint venture commitment it created last year with Concho Resources for fracking operations in New Mexico.

A Houston-based team from Latham & Watkins advised Solaris Water Midstream, led by corporate partner Chris Bennett and M&A partner Lauren Anderson, with associates Mike Sellner, Bo Rose and Rosey Jamail. The team provided advice on finance from partner Trevor Wommack and associate Ben Gelfand and on tax matters from partner Bryant Lee and associate Jared Grimley. 

In addition, Solaris received additional but undisclosed commitments from funds sponsored by Trilantic Capital Management, Yorktown Partners and HBC Investments to continue expansion of the Solaris infrastructure in New Mexico and Texas.

Under the terms of the original agreement, Solaris Water manages Concho’s produced water gathering, transportation, disposal and recycling over a 1.6 million acres located primarily in Eddy County, New Mexico. The new agreement expands the geographic boundaries of the joint venture to include New Mexico’s Lea County.

With the completion of the transaction, Solaris Water’s infrastructure in the northern Delaware Basin now includes more than 500 miles of high-capacity water pipelines in service or under construction, over 1 million barrels per day of disposal capacity, more than 2.2 million barrels per day of additional permitted disposal capacity and 500,000 barrels per day of water treatment and recycling capacity. The system serves 24 producers, including Concho.

Paul Hastings Advises in $230M DIP Funding Deal for Bruin E&P

On July 21, Houston-based Bruin E&P Partners announced that they had received $230 million in Debtor in Possession financing. The company filed for bankruptcy on July 17.

The Bank of Montreal, lead arranger and administrative agent for the lenders, was advised by a Paul Hastings team out of Houston.

The team was led by finance partner Paris Theofanidis and counsel Jason Busch. They were supported by associates Andrew Deas, Chanse Barnes and Brady Lambeth. Bankruptcy support was led from New York and supported by Houston partners Greg Nelson on tax issues and Will Burns on corporate matters.

Kirkland & Ellis advised Bruin.

The lending agreement has been approved by two-thirds of the existing lenders along with the company’s prepackaged plan for restructuring.

Bruin is an independent E&P company focused on the acquisition and development of producing properties in the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota.

CAPITAL MARKETS

Jones Day Advises Lennox International in $600M Offering

Lennox International, the heating and air conditioning manufacturer, announced two public offerings that will total $600 million.

The Dallas-based company also announced an $895 million extension and restatement of its unsecured credit facilities. The deal closed July 30, and was priced on July 23.

Jones Day advised Lennox with a team led from Dallas by partners Jim O’Bannon and John Mazey. The Texas team also included Ferrell Keel, Sweta Gabhawala, Kelly Rubin and Paul Johnson.

The two offerings include $300 million of 1.350% Notes due 2025 and $300 million of 1.700% Notes due 2027.

In connection with the notes offering, Jones Day also represented Lennox with the extension and restatement of its senior unsecured credit facilities which provides for revolving credit commitments of $750 million and a term loan of $145 million.  The credit facility also provides for an uncommitted accordion of up to $350 million. 

The offering is being made under an automatic shelf registration statement filed with the Securities and Exchange Commission on October 21, 2019. Under that shelf registration, the offering may be made only by means of a supplemented prospectus.

Traded on the New York Stock Exchange under the symbol LII, the company was founded in 1895 as a maker of industrial furnaces.

V&E, Sidley Advise on Pricing of $1 Billion Southwest Airlines Add-On Notes

Southwest Airlines, the nation’s largest domestic air carrier, continued its aggressive reconfiguration of its debt structure with a new $1 billion round of add-ons to its previously announced offerings.

Vinson & Elkins advised Southwest with a team led by partners Robert Kimball in Dallas, Brenda Lenahan in New York and David Stone in Houston. They had assistance from senior associate Katherine Frank and associates Cameron Land, Elizabeth Janicki and Claire Wenholz, all from Dallas. Advising on tax matters were partner Wendy Salinas and associate Lauren Meyers, also in Dallas.

Sidley lawyers from New York and Houston advised the underwriters. Goldman Sachs and Wells Fargo Securities are joint lead book-running managers for the offering. Comerica Securities, Cowen and Company and Penserra Securities are acting as co-managers.

The Sidley team was co-led from Houston by partners Kevin Lewis and Jon Daly. Houston energy associates Kayleigh McNelis, Leslie Slaughter and Sabina Wahl assisted.

Southwest CLO Mark Shaw tapped Deputy GC Marilyn Post to manage the in-house effort. The team was rounded out by Assistant GC Tim Whistler, Assistant GC Jeff Novota and Senior Lawyer Austin Ke.

The new issues consist of $300,000,000 aggregate principal amount of 5.250% Notes due 2025 and $700,000,000 aggregate principal amount of 5.125% Notes due 2027. The 2025 Notes will be issued at 106.768% of par and the 2027 Notes will be issued at 105.170% of par, plus accrued interest, to yield 3.661% and 4.231% respectively.

Proceeds from the issue are intended for general corporate purposes, but a portion is aimed at retiring debts maturing in the next 12 months.

The two offerings come in addition to $1.25 billion debt offerings made in May and another $1.3 billion offering made in June. Both have identical terms as those earlier offerings.

Note: This post has been updated to include the participation of Gibson Dunn in the CNX transaction.

Allen Pusey

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

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