CDT Roundup: 8 Deals, 10 Firms, 50 Lawyers, $6.9B

It’s not exactly news that the Texas oil & gas industry could use some good news. But that may have come Friday with the emerging possibility that the benchmarking of Texas oil may actually start happening in Texas.

Explain, you say.

April 20 was the day oil prices went south. They didn’t just drop, they plummeted, with the May WTI contract ending that day at -$37.63 bbl.

The proximate cause was the collapse of worldwide demand packed with the collapse of an agreement on scaled-back production levels between OPEC+ and Russia. But some analysts believed at the time that the real problem with the breathtaking negative benchmark was the way West Texas crude oil is priced in the first place.

Low in sulfur and viscosity, West Texas oil is highly valued because it is so easily refined. But its price is not set in West Texas; it’s set in Cushing, Oklahoma, the hub of a host of pipelines, terminals and storage tank facilities — so many that Cushing refers to itself as “The Pipeline Crossroads of the World.” And in 1983, the New York Mercantile Exchange (NYMEX) agreed and chose Cushing as the physical point benchmarking nearly all oil futures produced in North America.

But in the last decade or so, analysts have complained about the “landlocked” nature of the current WTI benchmark. The problem is that the WTI pricing floor is ultimately dependent on Cushing storage capacity: If demand is up, the oil moves out of Cushing; if demand drops, what’s piped to Cushing stays in Cushing. Once capacity is reached, the nearest alternative sits 500 miles south along the Texas Gulf Coast where international tankers await to potentially absorb and transport excess supply to international points of demand.

So, on Friday without a great deal of fanfare, two major price reporting agencies, S&P Global Platts and Argus Media launched their own benchmarks for West Texas crude, both based on pricing at the Texas Gulf Coast and both angling to avoid the shortcomings of the WTI.

The new Platts American GulfCoast Select (AGS) benchmark will represent the value of waterborne light, sweet crude delivered from the Permian by various pipelines (Midland-to-ECHO I & II, Gray Oak, Longhorn, BridgeTex, etc.) and loaded from various Texas ports FOB 15 to 45 days from the day of assessment.

In essence, it’s much like the Brent benchmark which prices waterborne North Sea oil at the Brent Complex in the Shetland Islands.

“Platts AGS at last brings the U.S. market a Brent of its own,” said Vera Blei, global director of oil at S&P Global Platts. “This new benchmark reflects the value of US crude oil that is on the water, internationally connected and free from the distortions of domestic infrastructure economics.”

Argus Media also launched their new benchmark called American GulfCoast Select. The concept is a similar effort to free oil pricing from the confines of Cushing, but the pricing sources are not as broad as the Platt and its methodology will include a differential tethered to Cushing prices to make it hedge-friendly on the NYMEX. 

Other attempts have been made to benchmark Texas oil outside Cushing, but they never really caught on. But both S&P Global and Argus arrive with “Black April” still fresh in market memories — and timing, after all, is everything.

Texas deal-making last week remained a close fit with these complicated times, with only eight new deals worth $6.9 billion.

The week before last there were 12 deals worth $4.4 billion. And this time last year, there were 23 deals worth $8.3 billion involving 15 firms and 154 Texas lawyers.

But even the biggest deal this past week was a discounted reboot of a merger announced last December. Two other deals involved bankruptcy or the prospect of bankruptcy. And several others involved exchanges that rescheduled or extended debt.

Weekly Corporate Deal Tracker Roundup Stats

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

Week Ending	Deal Count	Amount	Firms	Lawyers	M&A Count	M&A Value $M	CapM Count	CapM Value $M
June 25, 2022	15	$6,142	13	146	9	$2,017	6	$4,125
June 18, 2022	17	$11,890.1	14	228	15	$11,410	2	479.7
June 11, 2022	17	$7,600	12	123	10	$2,300	7	$5,300
June 4, 2022	12	$2,937	10	127	9	$692	3	$2,245
May 28, 2022	9	$3,197.6	11	86	9	$3,197.6	0	0
May 21, 2022	14	$7,284.5	12	185	11	$6,609	3	$675.5
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 24,2021	21	$6,367	11	139	15	$3,712	6	$2,655
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

Still, the week meant work for 50 Texas lawyers at 10 different firms. The transactions included five deals on the M&A/Funding side worth $4.8 billion and three deals involving capital markets worth $2.1 billion.

M&A/FUNDING/VENTURE CAPITAL

Waste Management, Advanced Disposal Reboot Merger at $4.6B

Houston-based industry giant Waste Management, Inc. announced June 24 that it had agreed with Advanced Disposal Services Inc. to adjust the price of their proposed merger from $4.9 billion to $4.6 billion.

The two companies also agreed to sell an estimated $835 million in assets to a Canadian waste removal firm as part of a divestiture agreement designed to secure antitrust clearance for their massive merger from the Department of Justice.

The merger, first announced in April 2019, had been seen as a potential casualty of the COVID-19 pandemic when it failed to close as anticipated during the first quarter of 2020. As part of the new agreement, Waste Management and Advanced Disposal agreed to a new walkaway date of Sept. 30, 2020 with a pre-approved postponement to Nov. 30 if DOJ antitrust approval is still in process.

Simpson Thacher counseled Waste Management on the revised agreement, including seven lawyers from the firm’s Houston office: M&A partner Chris May and associates Jacqui Bogucki, Nate Bascom, Hunter Hampton, and Braxton Pitts (M&A), along with capital markets partner Brian Rosenzweig and associate Brian Mathes.

Vedder Price is also advising Waste Management, while Centerview Partners is its exclusive financial advisor. UBS Investment Bank is serving as exclusive financial advisor to Advanced Disposal, and Shearman & Sterling and Mayer Brown are serving as Advanced Disposal’s legal counsel.

Under terms of the new agreement, Waste Management will acquire Advanced Disposal for $30.30 per share in cash, reducing the price of the original agreement of $33.15. The $4.6 billion value of the new agreement includes the assumption of approximately $1.8 billion debt, slightly less than the estimated $1.9 billion debt assumption that was part of the original agreement.

As part of the new agreement, the companies also announced that Canada-based GFL Environmental has agreed to acquire a combination of Advanced Disposal and Waste Management assets for $835 million. At least $300 million of those assets represent anticipated divestures required for federal approval of the deal.

Waste Management is the largest solid waste company in the U.S. Advanced Disposal, based in Ponte Vedra, Florida, is the fourth largest.

V&E Advises Talos Energy on $65M Asset Acquisition

Talos Energy announced June 22 the acquisition of 16 assets from Castex Energy 2005 for a total of $65 million, including an issuance of shares and $6.5 million in cash. Though the transaction is effective April 1, closing is not expected until the third quarter.

Vinson & Elkins advised an affiliate of Houston-based Talos with a team led by partners John Grand and Lande Spottswood. The team also included counsel Tan Lu and associates Erin Mitchell and Helen Xiang. Also advising were partners Ramey Layne (corporate); Jason McIntosh and David Peck (tax); Larry Nettles and Matthew Dobbins (environmental); and Brian Moss and Guy Gribov (finance).

Intrepid Partners advised Castex Energy 2005 in the transaction.

The bulk of the $65 million bolt-on transaction price is to be paid through the issuance of approximately 4.95 million Talos Energy common shares at closing.

Talos also announced that its borrowing base has been reduced 14%, from $1.15 billion to $985 million. As of May 31, Talos had approximately $121 million in cash on hand and $650 million drawn on the $985 million borrowing base.

The newly acquired assets are familiar to Talos, an independent exploration and production company specializing in offshore properties. They include operatorship of at least 11 of fields already acquired in February, and most were originally discovered or operated by current Talos management.

The company says that it plans to hedge “a significant portion” of the volumes obtained from the new assets to secure more favorable pricing of their output. The company said the new assets generated approximately $31.2 million over the year ending March 31.

Talos president and CEO Timothy S. Duncan commented: “We are very pleased with the continuing strong support we’ve received from our bank group considering the historic dislocation in our industry in recent months.”

Kirkland Represents KKR in Acquisition of Environmental Dynamics International Inc.

XPV, a wastewater treatment platform backed by KKR and XPV Water Partners, announced June 23 that it had acquired a Missouri-based company that specializes in researching and developing waste-treatment technologies.

Nexus Water Holdings, a joint venture between KKR and XPV, acquired Environmental Dynamics International, headquartered in Columbia, Missouri. Terms were not disclosed.

Nexus Water was advised by a Kirkland & Ellis team led out of the firm’s Houston office by John Pitts and Kyle Watson. Pitching in were associates Zach Savrick and Maggie Hoffman.

Nexus Water Holdings was established last year for the acquisition of two water treatment companies, Environmental Operating Solutions, Inc. and Nexom, Inc. The new entity, EDI, will be absorbed by Nexom, headquartered in Winnipeg.

EDI specializes in aeration and biological treatment solutions for municipal and industrial wastewater in the form of diffuser aeration systems used in over 7,000 installations across 100 countries.

Vinson & Elkins Advises OJO Labs on Movoto Acquisition

Austin-based AI startup OJO Labs announced June 26 that it had not only acquired Movoto, a tech-driven interactive residential real estate site, but it had attracted $62.5 million in funding to do so.

Vinson & Elkins advised OJO Labs on the acquisition with a team led by Austin venture capital partner Wes Jones with help from Austin associates Kate Rainey Willson and Chris Kirby. Also advising were partner Todd Way, senior associate Brian Russell and associate David Gilbert (tax); partner Devika Kornbacher and senior associate Ben Cukerbaum (technology/IP); partner Shane Tucker and associate Austin Light (executive compensation/benefits); and partner Sean Becker and senior associate Alex Bluebond (labor/employment).

Founded in 2015 by John Berkowitz and David Rubin, OJO Labs specializes in the use of artificial intelligence in tech platforms for brokers, agents and loan officers. The company said the acquisition of Movoto enables OJO Labs to expand its platform with scalable personalized technology for homebuyers and sellers.

In connection with the acquisition, OJO Labs also announced that it had closed on $62.5 million in a funding round led by Wafra with participation from Breyer Capital, LiveOak Venture Partners, Royal Bank of Canada and Northwestern Mutual Future Ventures.

“The way people buy and sell homes is changing,” said Jim Breyer, Founder and CEO of Breyer Capital, a former Facebook and Walmart board member. “This evolution has been expedited by recent events, and the real estate industry is on the cusp of something new in the wake of COVID-19. With a clear vision for the future and the technology to back it up, I believe OJO Labs is poised to be a leader in the next era of the home buying industry.”

Akin Gump Advises Tapstone in $65M Bid for Templar Assets

Tapstone Energy LLC, recently emergent from bankruptcy, has announced it is making a $65 million stalking horse bid for substantially all the assets of cross-town Oklahoma City producer Templar Energy.

Templar, whose assets are primarily in the Anadarko Basin, filed for Chapter 11 protection June 1. Tapstone emerged from bankruptcy in April.

Akin Gump announced June 25 that it is representing Tapstone in its bid for Templar. Leading the team are New York partner Dan Fisher, head of Akin Gump’s integrated special situations group, along with restructuring partner Sarah Schultz of Dallas.

The Templar bid caps the completion of Tapstone’s restructuring plan in which its lenders agreed to exchange secured debt for common equity and a four-year $145 million loan. In addition, nearly all (99.5%) of the company’s 9.75% 2022 senior noteholders likewise agreed to exchange their existing notes into common equity and a new four-year $5 million unsecured term loan.

Key in the Templar bid, however, was a $50 million preferred equity investment by Kennedy Lewis Investment Management ear-marked by management for acquisitions.

By wiping out $450 million of principle debt, Tapstone was left with over $60 million in liquidity and a vastly deleveraged balance sheet.

“The outcome of this process establishes Tapstone as an entity ready to consolidate assets in the Mid-Continent,” CEO Steve C. Dixon said in a written statement at the time. “We are eager to turn our focus on acquiring producing properties and evaluating merger candidates.”   

By contrast, Templar has a history of high-dollar troubles since its founding in 2012 by David Le Norman, current chairman of the Oklahoma Petroleum Alliance. Le Norman stepped down as its chairman last year.

Backed by Ares Management and Bain Capital, Templar has revealed in filings that top lenders of approximately $426 million can expect to receive no more than 21 cents on the dollar, according to the Wall Street Journal.

Just four years ago, Templar negotiated the elimination of $1.45 billion in debt as part of an out-of-court restructuring.

Beginning in February, Templar had been openly shopping its Anadarko assets, but decided to file for bankruptcy in Delaware after the market was rocked by an oil and gas price collapse. In a statement the company said it had secured DIP loans of $25 million to keep it operating.

Paul, Weiss, Rifkind, Wharton & Garrison is advising Templar in the bankruptcy. Guggenheim Securities is acting as the Company’s investment banker, with Alvarez & Marsal North America, LLC is acting as financial advisor.

CAPITAL MARKETS/RESTRUCTURING

Martin Midstream Partners Announces $323M Restructuring Support Agreement

Martin Midstream Partners announced June 26 that it had entered into a restructuring support agreement with its major noteholders, an agreement that includes the possibility of a Chapter 11 filing if an anticipated change of notes fails to take place.

Akin Gump Strauss Hauer & Feld is outside counsel for Martin Midstream and its subsidiaries, and Stephens Inc. is serving as the company’s financial advisor.

Skadden Arps is representing the note holders with a team from New York and Washington, D.C.

Headquartered in Kilgore, Martin Midstream Partners provides terminalling, storage and packaging for petroleum products, including land and marine transportation services on the Texas Gulf Coast. The company also manufactures specialty products sulfur-based products and fertilizer and liquid natural gas.

The agreement includes Martin Midstream’s general partner, Martin Midstream GP, as well as its subsidiaries: Martin Midstream Finance Corp., Martin Operating GP, Martin Operating Partnership LP, Redbird Gas Storage, Talen’s Marine & Fuel, and Martin Transport, Inc.

The agreement is with note holders that that beneficially own over 62% of the company’s 7.25% Unsecured Notes due 2021.

The company contemplates an out-of-court offer to exchange the existing notes for a combination of cash, 11.50% Senior Secured Second Lien Notes due 2025 and rights to acquire 10.00% Senior Secured 1.5 Lien Notes due 2024. In addition, the company will attempt to renegotiate some of the restrictive covenants in the existing notes. Aside for those changes in documentation, closing is also contingent on a tender of at least 95% of the existing notes in the exchange. If the closing doesn’t take place, the company said it will proceed to file for bankruptcy protection under Chapter 11.

Ruben Martin, president and CEO of Martin Midstream, said the agreement, “Demonstrates the confidence our bondholders have in our leadership team and the vision we have for the Company.” He said the transactions would increase the company’s financial flexibility.

“In these times of both macroeconomic and social challenges, we are appreciative of the support of the bondholders for our long-term success,” Martin said.