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CDT Roundup: 8 Deals, 9 Firms, 36 Lawyers, $3.4B

No doubt, the coronavirus crisis has led to a steep decline in M&A activity, with U.S. volume in March about half the level it was in January. But are previously announced deals still closing?

White & Case thinks they are. Looking at larger deals ($1 billion or more), the firm said in a recent report that there were 57 transactions announced in the first quarter involving a U.S. buyer or target. Six have closed and 49 are pending without terms changes, the firm said. Only two have been called off or are in dispute: The $6.4 billion merger of Woodward and Hexcel, which was mutually terminated without liability, and BorgWarner’s $3.3 billion acquisition of Delphi Technologies that’s in dispute.

“Our analysis indicates that the impact of the COVID-19 pandemic on pending transactions may be overstated,” the firm said.

Will the number of delayed, disputed, renegotiated or terminated deals increase?

Quite possibly. The firm said several factors could affect the outcome of pending transactions. The most obvious one involves the duration of the pandemic. Others are related remedial measures (including social distancing) and the resulting market volatility and macroeconomic trends.

“The longer these effects last, the greater the likelihood that parties will seek to delay, renegotiate or terminate pending transactions,” the firm said.

White & Case said the most prominent dealmaking moves in the coronavirus age have included delayed shareholder approval voting (Mylan’s combination with Upjohn, for example); purchase price adjustments (bankrupt Houston oil explorer Alta Mesa’s acceptance of a 30% price haircut on its sale to Bayou City Energy and Mach Resources); mutual terminations (including Allegro Merger Corp.’s $380 million purchase of Dallas-based TGI Fridays); payment of a reverse termination fee (the Asbury Automotive Group-Park Place Dealerships deal, also in Texas); and unilateral terminations or delays by buyers (the Cinemex-Star Cinema Grill and Approach Resources Inc.-Alpine Energy deals).

Meanwhile, this past week in the Lone Star State, the Corporate Deal Tracker could only find Texas lawyer involvement in eight deals valued at $3.4 billion. That compared with 19 transactions the previous week worth $9.5 billion (mostly liquidity-boosting capital markets deals) and 13 deals at the same time last year valued at $13.5 billion (mostly M&A deals).

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
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

Nine law firms and 36 Texas lawyers were involved in the activity, which included five M&A/private equity/venture capital deals valued at just over $1 billion and three capital markets transactions worth $2.45 billion.

M&A/PRIVATE EQUITY/VENTURE CAPITAL

Paul Hastings, Skadden aid on PBF’s $530M hydrogen plant sale

Paul Hastings said April 20 it advised PBF Energy on its sale of five steam methane reformer hydrogen plants to Lehigh Valley, Pa.-based Air Products for $530 million.

Corporate partner Kfir Abutbul in Houston co-led the deal with another partner in New York (Andrés Mena) assisted by Houston associates Chanse Barnes and Brady Lambeth.

Skadden counseled Air Products, including M&A partner Frank Bayouth in Houston with attorneys in the firm’s New York and Washington, D.C., offices.

Paul Hastings said the transaction closed on April 20, less than a month after a letter of intent was signed on March 30.

Parsippany, N.J.-based PBF uses the hydrogen produced at the plants for petroleum refining processes, including the removal of impurities found in crude oil like sulfur, olefins and aromatics to meet product fuels specifications. 

The seller entered into long-term hydrogen supply agreements with Air Products at its Martinez, Torrance and Delaware City refineries. 

Air Products is a leader in the supply of hydrogen to refineries to make cleaner burning transportation fuels. The deal gives the company its first plant in Delaware.

Analysts at Tudor, Pickering, Holt said the plant sale and the company’s $144 million annualized dividend cut have helped shore up its balance sheet.

V&E, Kirkland help on Camelback’s $400M ArcLight commitment

Vinson & Elkins said April 21 it advised the management team of Camelback Midstream Holdings on a $400 million capital commitment from a fund managed by ArcLight Capital Partners along with Camelback’s managers.

Partner James Garrett and senior associate Reese O’Connor led the corporate team with assistance from associate Jonathan Villa. 

Others were partner Jason McIntosh and associate Miron Klimkowski (tax); partner Sean Becker (labor/employment); and partner Guy Gribov and senior associate Alex Kamel (finance).

Kirkland & Ellis represented ArcLight, including partner Kim Hicks and associate Benjamin Rowe in Houston.

Based in Scottsdale with an office in Houston, Camelback is a newly formed midstream company focused on acquiring and developing midstream infrastructure, including gathering, transportation, storage and marketing. The company is led by CEO Brent McCune with a management team made up of Gary Wright, Todd Stanley, Tiffany Smith, Leonard Bloom and Rebecca Peterson.

Before forming Camelback, the team worked together at Western Refining and then continued with Andeavor after the Western-Andeavor merger. Together they have executed $5 billion in M&A, $750 million in organic logistics projects and $600 million in capital investments in large joint venture projects.

Dan Revers led the investment from Boston-based ArcLight, which claims to have helped pioneer an asset-based approach to investing in the energy sector. It’s plowed $22 billion into 100 transactions since its founding in 2001.

Sidley represents Eagle Materials on $93.5M asset sale to Teichert

Sidley Austin said April 20 it represented Dallas-based Eagle Materials Inc. on the sale of non-core concrete and aggregate assets to California construction company Teichert for $93.5 million.

Dallas partners S. Scott Parel and Aaron Rigby led the deal team, which included associates Courtney Gilberg and Amy Steurer, also of Dallas.

Shartsis Friese counseled Teichert (partner Michael B. Dell in San Francisco).

Eagle Materials announced the deal on April 17. It includes the Western Aggregates and Mathews Readymix businesses.

Western Aggregates’ vested-rights-to-mine covers 3,900 acres and includes 900 million tons of aggregates. Mathews Readymix assets include three concrete batch plant locations and 26 trucks.

Eagle Materials CEO and president Michael Haack said in an April 17 statement that the transaction represents the sale of non-core assets on the heavy side of the company. 

“They do not provide essential support to our primary cement plant network,” he said. “These divestitures, along with the integration of the Kosmos cement plant acquisition, create a focused heavy materials business with a broad capability to serve U.S. heartland cement markets.”

Winston aids Century Park on Accelalpha recap, Prolog merger

Winston & Strawn said April 21 it represented Los Angeles private equity group Century Park Capital Partners on its majority recapitalization of Accelalpha, a business and IT consulting services firm. Terms weren’t disclosed.

Century Park also subsequently invested in Prolog Partners, a logistics IT consulting services firm, and merged the two companies together.

The Winston team was mostly based in New York City but included Dallas partner Andrew Betaque and associate Danielle Marr.

Crowe also counseled Century Park. Cadence Bank, Graycliff Partners and Orix Private Equity Solutions provided financing for the transaction. 

Bellevue, Wash.-based Accelalpha focuses on providing end-to-end enterprise solution implementation and managed services to Fortune 500 and middle market companies across several industries. The company was founded in 2009 by Nat Ganesh, who will continue as CEO and own a significant stake in the merged entity.

Established in 2017, Atlanta-based Prolog implements Oracle cloud warehouse management, transportation management and global trade management software solutions. Both of Prolog’s founding partners, Alfonso Ibanez and Harrison Hudgins, will remain on board and maintain a significant equity stake in the combined companies.

Century Park and Accelalpha said they will continue to seek add-on acquisition opportunities. 

Tony Trevino led the deal from Century Park, which was founded in 2000 and has invested in 64 companies with a combined enterprise value of $1.6 billion. 

The firm typically puts $10 million to $40 million in U.S. and Canadian companies with sales between $20 million and $100 million and EBITDA of $3 million to $15 million.

Weil advises Providence Strategic on investment in Next Glass

Weil Gotshal & Manges said it advised Providence Strategic Growth on its investment in Next Glass for an undisclosed sum.

Private equity partner David Gail in Dallas led the deal team, which included associates Andrew Stotts, Shanna Dean and Courtney Luster. Tax and benefits attorneys in New York pitched in.

Snell & Wilmer also advised Next Glass, which used Lumos Partners as its financial advisor.

Kurt Taylor, Next Glass founder and former CEO, and the company’s new CEO Trace Smith will both continue to serve on the company’s board. Providence Strategic Growth is Next Glass’ only outside investor.

Next Glass said April 23 that the investment will support product innovation, go-to-market acceleration and strategic acquisitions.

Wilmington, N.C.-based Next Glass provides software to the alcoholic beverage industry, including producers, wholesalers, resellers and consumers. Its platforms include Untappd, BeerAdvocate, Untappd Live!, Untappd for Business and Untappd Marketplace.

Providence Strategic Growth is the growth equity affiliate of Providence Equity Partners, which focuses on the media, communications, education, software and services industries. 

Next Glass’ Smith said the six-year-old company is committed to continuing the development of best-in-class software solutions for its users and business partners.

Founded by Greg Avola and Tim Mather in 2010, the Untappd app has 8 million users globally while BeerAdvocate, founded in 1996 by Todd and Jason Alström, has been a source of information about beer, including reviews and ratings. 

Untappd for Business is used by nearly 20,000 venues in 75 countries to publish and promote menus for beer, wine, cocktails and food in print, online and using in-store digital signage.

Matthew Stone led the deal from Providence Strategic Growth, which was established in 2014. Boston-based Providence Equity Partners was founded in 1989 and has invested in more than 180 companies with $45 billion in capital commitments.

CAPITAL MARKETS/FINANCINGS

Sidley advises United Airlines on $1B public stock offering

Sidley Austin said April 22 it represented United Airlines Holdings Inc. on its $1 billion underwritten public offering of common stock.

Houston partner Kevin Lewis co-led the deal team with a lawyer in the firm’s Chicago office (partner Lindsey Smith) with help from Houston associate Kayleigh McNelis.

United announced the offering on April 21, saying it involved 39.25 million shares at a public offering price of $26.50 per share. The airline also granted underwriters Morgan Stanley and Barclays a 30-day option to purchase up to 3.925 million additional shares. 

United plans to use the offering proceeds for general corporate purposes.

Sidley, Kirkland aid on NuStar’s $750M term loan with Oaktree

Sidley Austin said April 20 it represented San Antonio-based NuStar Energy on its $750 million unsecured term loan agreement with funds managed by Oaktree Capital Management that it hopes will strengthen its liquidity.

Houston energy partners Daniel Allison and George Vlahakos co-led the deal, which included associates Quan Lu and Ashley Moulder.

Kirkland partner Mary Kogut Brawley of Houston led the team representing Oaktree.

Gibson, Dunn & Crutcher counseled Intrepid Financial Partners as financial advisor to NuStar, including Houston partner Hillary Holmes.

NuStar also announced other “self-help” measures, including a 45% reduction in planned capital expenditures this year to a range of $165 million to $195 million, which is 60% below last year’s spending.

The three-year, 12% facility provides that NuStar will draw $500 million at closing and may elect to draw an additional $250 million under the facility during the first year.

NuStar president and CEO Brad Barron said in a statement that the facility provides financial flexibility to address current market challenges. He said the company plans to use the proceeds to pay down its revolver and bolster its liquidity to address its near-term debt maturities.

Jared Parker led the transaction from Oaktree, which specializes in alternative investments. It had $125 billion in assets under management at the end of last year.

Bracewell assists Ferrellgas on $700M notes offering

Bracewell said April 21 it represented Ferrellgas and its wholly owned finance unit Ferrellgas Finance Corp. on a Rule 144A and Regulation S offering of $700 million in 10% senior secured first lien notes due 2025. 

Houston partner Charles H. Still Jr. led the deal with a partner in the firm’s New York office (Robin J. Miles). Associates included Daniel W. Areshenko, Sarah Ashley Byrd and Emerson P. Sanders, all of Houston.

The offering consisted of $575 million in notes priced on April 8 and an additional $125 million in notes priced on April 13 in an add-on to the initial offering. The offering of the full $700 million principal amount of the notes closed on April 16.

J.P. Morgan Securities was the offering’s sole book-running manager.

UPDATE/OTHER

Loews-owned contract driller Diamond Offshore Drilling Inc. and 14 affiliates filed for Chapter 11 on April 26 in the U.S. Bankruptcy Court for the Southern District of Texas in Houston with the aim of restructuring $2.6 billion in debt, including $2.4 billion in unsecured loans. U.S. Bankruptcy Judge David R. Jones is presiding. The Houston-based company said it had $5.8 billion in assets and $2.6 billion in debt at the end of 2019 and currently has around $434.9 million in cash. Diamond CEO and president Marc Edwards said that the proceedings are an effort to stabilize the company’s operations while restructuring its balance sheet to compete in the changing global energy markets. Debtors’ counsel includes Porter Hedges (Houston partners John F. Higgins and Eric M. English and associates M. Shane Johnson and Genevieve M. Graham) along with Paul, Weiss, Rifkind, Wharton & Garrison out of New York (including partner Paul Basta, who joined the firm from Kirkland & Ellis in 2017). The company also has retained Lazard Frères as financial advisor and Alvarez & Marsal as restructuring advisor (Nicholas Grossi). Milbank is counseling the noteholders (partner Dennis Dunne) along with Evercore while Bracewell and FTI Consulting are advising the revolver agent (including Bracewell partners Kate Day and Trey Wood in Houston and Bob Burns in New York). A group of Diamond Offshore noteholders that make up about half of the company’s $2 billion in unsecured bonds is working on a restructuring term sheet that would call for swapping its debt holdings for equity in the company, Bloomberg reported.

•••

Covington, La.-based Hornbeck Offshore Services Inc. said April 14 that it entered into an agreement with lenders holding 83% of the company’s secured indebtedness and noteholders with 79% of its unsecured notes outstanding related to a balance sheet restructuring implemented through a voluntary pre-packaged Chapter 11 case in the U.S. Bankruptcy Court for the Southern District of Texas. The filing is expected soon with a targeted completion date before the end of the second quarter. Hornbeck is receiving outside legal advice from Kirkland & Ellis (including Houston partners Matt Pacey and Mary Kogut Brawley), Winstead (shareholder R. Clyde Parker Jr. and associates Roy Richter and Cameron Warr) and Jackson Walker (partners Matthew D. Cavenaugh, Elizabeth Freeman and Kristhy Peguero). Guggenheim Securities is Hornbeck’s financial advisor, Portage Point Partners is its restructuring advisor and Stretto is its claims and noticing agent. Hornbeck provides technologically advanced, new generation offshore service vessels primarily in the Gulf of Mexico and Latin America.

***

An investor group made up of Mudrick Capital Management and Daniel Loeb’s hedge fund Third Point plans to challenge a $600 million financing package that Neiman Marcus Group has lined up for its imminent bankruptcy filing and will encourage the Dallas-based department store to sell itself, Reuters reported April 26, citing sources. The company’s current plan calls for creditors to forgive most of the $5 billion in Neiman Marcus debt in exchange for taking ownership of the high-end retailer, and Mudrick submitted a $700 million debtor-in-possession financing proposal with the condition that the retailer seek a buyer, according to the news agency. Saks Fifth Avenue owner Hudson’s Bay Co. is a logical bidder, Reuters said. Neiman Marcus declined comment.

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