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CDT Roundup: 9 Deals, 6 Firms, 67 Lawyers, $18.75B

Finally — well beyond the 2020 half-year mark – there’s a big one to ponder.

Last week began with a bang, with news that Chevron had agreed to buy Houston-based Noble Energy, including its $8 billion debt, for $13 billion. It was big, not just in size, according to some analysts, but what it says about several different stagnant markets.

First, there’s the overall M&A market which suffered its worst 90 days last quarter since the crash of 2008. The Chevron deal may mark the beginning of that next phase of the market cycle: the shakeout. Energy firms with singular focus and marginal balance sheets will end up in the hands of the stronger, better financed and more diversified ­— one way or the other.

Restructuring — whether in or outside the courts — necessarily ends with the sale of assets or equitization of debt. That’s simply the method and purpose of restructuring. And even healthy companies are finding ways to reconfigure the load and/or maturity of their debt obligations.

But besides offering debts and deals, there are opportunities to refocus and diversify that are attractive even to well-heeled, stable organizations. And that’s what some are seeing in the Chevron/Noble Energy deal.

Chevron’s company statements about the deal emphasized the increased geographic diversity the deal would bring. And as GlobalData senior oil and gas analyst Adrian Lara notes, Noble’s 92,000 acres in the Permian Basin is about 40% of what Chevron would have acquired in last year’s failed bid for Anadarko.

But aside from Noble’s established and de-risked assets in the Permian and Denver-Julesburg Basins, the long-term payoff for Chevron may lie in Noble’s global holdings.

“For this particular transaction, it is really the Eastern Mediterranean assets that are the interesting bet in Chevron’s longer-term plans,” Lara writes. “These fields are expected to benefit from increasing natural gas demand in the region and ultimately LNG demand worldwide.”

Of particular interest to Lara is Noble’s interest in the Leviathan natural gas field off the coast of Israel. In late December, Noble announced that it had pulled its first production from Leviathan in less than three years (and $150 million under budget) after its initial investment. Noble then held — and Chevron now holds — a 39% interest in the project. Lara thinks that could be big for Chevron.

“For a company such as Chevron, it is in its nature to manage giant projects such as the Leviathan gas field,” Lara notes. “Phase 1A of the field alone can reach 1.2 bcfd of peak capacity and for subsequent phases a FLNG facility has been considered for optimizing export volumes. A company such as Chevron can definitely accelerate these type of multi-phase developments if needed.”

It may be too early to tell what that might hold for Texas operations like Freeport LNG’s Train 3 liquefication/export facility that went online in May in the middle of the COVID-19 energy price collapse. The Freeport Trains 1-3 are now the seventh largest in the world.

But with Chevron in the game, clearly the forecast is for better times and better prices, even in the near term, once global demand can begin to find traction.

Although there were only nine deals last week, a third of them were valued at more than $1 billion. Those nine deals were worth $18.75 billion, almost 10 times the value of the six transactions reported last week.

The seven M&A/Funding transactions were worth $18.4 billion and the two public offerings were valued at $348 million. There were 67 Texas lawyers billing from six different firms on the 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
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

As good as the values were, it still wasn’t the biggest week of the year (we had a $20 billion week in February), but we’ll take it. FYI, in the last week of July 2019 there were 11 deals worth $7.3 billion.

M&A/FUNDING

V&E Advises Noble in $13B Acquisition by Chevron

Chevron Corp. announced July 20 that it has reached a definitive agreement to acquire Noble Energy for $5 billion. Including Noble’s $8 billion debt load, the deal has a total value of $13 billion.

In the largest M&A deal in the oil patch in 2020 so far, Noble Energy GC Rachel Clingman chose Vinson & Elkins to lead the sale of the Houston-based firm.

A V&E team of 30 lawyers advised from Houston, led by partners Steve Gill and Doug McWilliams. The all-hands-on deck affair included partner Lande Spotswood and associates David Bumgardner, Michael Pascual, Houston Morgan, Josh Blankenship and Ben Sandlin.

Also advising: on tax were partners Lina Dimachkieh and Todd Way and associates Christine Mainguy and Dan Henderson; on compensation and benefits were partner David D’Alessandro and counsel Dario Mendoza and Julia Petty; on labor and employment were partner Tom Wilson and counsel Chris Bacon; on compliance were partner Fry Wernick and senior associate Brian Howard; on capital markets senior associate Jessica Lewis and associates Andrianna Frinzi and Billy Vranish; on antitrust and regulatory matters were partner Hill Wellford and counsel David Smith; oil & gas issues were handled by partner Bryan Loocke, senior associate Joclynn Townsend and associate Cesar Leyva; environmental issues were advised by partner Matt Dobbins and senior associate Jennifer Cornejo; and governance issues advised by partner Michael Holmes.

Paul, Weiss, Rifkind, Wharton & Garrison is advising Chevron.

J.P. Morgan is Noble’s financial advisor and Credit Suisse is advising Chevron.

Antitrust matters were handled by Shearman & Sterling’s Washington D.C. offices.

The pricing was based on Chevron’s July 17 closing price. Under the terms of the agreement, Noble Energy shareholders will receive 0.1191 shares of Chevron for each Noble Energy share.

The deal is Chevron’s first big play since last year’s $34 billion failed bid to buy Anadarko. Chevron lost out to a massive $55 billion counteroffer from Houston’s Occidental Petroleum, including the assumption of $22 billion in Anadarko debt.

Oxy management has since struggled with its own shareholders over the wisdom of the transaction, leading to efforts to shed some of the debt with a proposed spin-off of Anadarko’s pipeline business and a failed of Anadarko’s African assets to the French company Total Energy.

The acquisition of Noble Energy greatly expands Chevron’s upstream portfolio with low-capital, cash-generating offshore assets in Israel, strengthening Chevron’s position in the Eastern Mediterranean, as well as its acreage in the DJ Basin and 92,000 largely contiguous and adjacent acres in the Permian Basin.

David Stover, Noble Energy chairman and CED said called the combination with Chevron “a compelling opportunity.”

“Over the last few years, we have made significant progress executing our strategic objectives, including driving capital efficiency gains onshore, advancing our offshore conventional gas developments and significantly reducing our cost structure,” Stover said.

Latham, Baker Botts Advise NRG on $3.6B Direct Energy Deal

NRG, an integrated retail residential power company, has agreed to purchase Houston-based Direct Energy from British multinational Centrica PLC for $3.625 billion in an all cash deal.

Baker Botts and Latham and Watkins advised NRG on the transaction, each with teams led outside Texas.

Latham’s lead team feature lawyers from New York, Chicago, London and Washington D.C. No Texas lawyers were involved.

The Baker Botts group focused on finance and was led from New York by global projects partners Martin Toulouse and Elaine Walsh, with help from Dallas corporate partner Preston Bernhisel and Houston finance partner Rachael Lichman. Jon Nelsen in Austin and special counsel Matt Donnelly in Washington D.C provided tax guidance.

The Direct Energy acquisition broadens NRG’s retail business adding over 3 million customers across 50 states. The transaction provides substantial regional diversity to NRG since 76% of Direct Energy’s residential customers are outside Texas. The transaction will allow the combined company to reduce costs and leverage shared best practices.

The acquisition is expected to generate approximately $740 million in annual run-rate adjusted EBITDA and $300 million in run-rate synergies.

“Direct Energy ’s complementary assets, talented team and excellent customer service make it a natural fit for our portfolio,” said Mauricio Gutierrez, CEO of NRG, which has dual headquarters in Houston and Princeton, N. J.

Direct Energy’s general counsel is Stanford Law grad Thomas Smith, an alumnus of Vinson & Elkins and GC at BG Group before its 2016 combination with Shell. Brian Curci, NRG general counsel, has been with the company since 2007. He’s a graduate of Delaware’s Widener School of Law.

Shearman Advises Celanese on $1.57B Sale of Polyplastics Stake

Dallas-based Celanese Corp. has agreed to sell for $1.575 billion its 45% stake in a joint venture the company has operated with Japan’s Daicel Corporation for the past 56 years.

Celanese is a global corporation specializing in the production of chemicals and plastic products. With the sale of its interest in Polyplastics, the joint venture becomes wholly owned by Daicel, which had held the remaining 55%.

Celanese GC Lynne Puckett tapped Shearman & Sterling to advise Celanese on the sale with a team led from New York by M&A partners George Casey and Heiko Schiwek. There were no Texas lawyers involved in the deal.

Puckett, who joined Celanese in February 2019 from Colfax Corporation is a University of Maryland law grad, a former partner at Hogan Lovells and a former employee of the Central Intelligence Agency.

Polyplastics, headquartered in Japan, is a leading supplier, manufacturer and marketer of engineered materials including acetyl copolymer, liquid-crystal polymer and polyphenylene sulfide polymer.

Lori Ryerkerk, Celanese Chairman and CEO said the company plans to use the cash generated to fund other investments.

“We plan to use this opportunity to monetize a historically passive investment and allocate significant capital to higher growth businesses within Celanese. At the conclusion of this joint venture relationship with Daicel, we extend our gratitude for their partnership and collaboration over the past 50-plus years in jointly bringing innovative products to customers and consumers worldwide.”

That said, the Celanese board of directors plans to use $500 million to fund a repurchase of 5% of the company’s outstanding stock. The purchase is part of a program to repatriate 15% of the company’s outstanding shares at a cost estimated at $1.563 billion.

Winston Advises Mosaic Management in Acquisition of Plano Firm

Winston & Strawn said that it advised Mosaic Residential, a management firm specializing in home owners’ associations, in its acquisition of Excel Association Management.

Excel similarly manages HOAs and is headquartered in Plano. Mosaic, a portfolio company of Miramar Equity Partners, is headquartered in Houston. Terms were undisclosed.

The deal was handled for Mosaic by a Dallas-based Winston & Strawn team led by David Lange. The rest of the team included Andrew Betaque and associates Victoria Acuff, Danielle Marr, Matthew Olson and James Waters.

V&E Advises Vitol in Creation of Vencer

Vinson & Elkins said July 20 that it advised Vitol Group in the establishment of Vencer Energy, a new U.S. partnership to invest in U.S. oil and gas properties.

The V&E team was led from Houston by M&A partner James Garrett, who was assisted by tax partner Jason McIntosh in Houston, Shane Tucker in Dallas on compensation and benefits, Houston-based labor and employment partner Sean Becker, senior M&A associate Robert Hughes and Jordan Fossee.

The company named Don Dotson as its president and CEO. Texas Tech grad Dotson comes to Vencer most recently from Houston-based Sable Bay Energy, where he spent two years as president and CEO.

Founded in Rotterdam, The Netherlands, in 1966, Vitol hold energy assets globally, including storage, refining and nearly 7,000 services stations in Northwest Europe, Africa, Australia and Brazil.

Bracewell Advises Houston Endowment on $25M in Funding

Bracewell said on July 22 that it had served as bond and tax counsel regarding a $25 million tax exempt loan to build Houston Endowment’s new headquarters.

Handling bond and tax elements of the loan were partners Cristy Edwards on taxes, R. Todd Greenwalt on government finance and litigation partners Phillip Sampson and Richard Whiteley. Associate Paige Abernathy also worked on the deal. All are based in Houston.

The loan will enable the offices of Houston Endowment to move from their location in a Downtown Houston office building to a newly designed headquarters adjacent to the Buffalo Bayou.

Winston Represents Atlas Holdings in $178M Bid for Exide Technologies

Atlas Holdings announced that it will pay $178 million for all the Americas business interest of Exide Technologies, a battery and energy storage production firm.

The sale is part of a court-approved liquidation of Exide assets following its filing for bankruptcy in May.

Winston & Strawn is representing Atlas Holdings in the transaction with a team led from Chicago, with the assistance of Dallas associate Conner Pine.

Weil, Gotshal & Manges is serving as legal counsel to Exide with Houlihan Lokey Capital advising as its investment banker.

CAPITAL MARKETS

Latham Advises East Resources Acquisition Company in $300M IPO

East Resources Acquisition Company, a SPAC, has priced an IPO of 30,000 units at $10 per share.

The company began trading on the NASDAQ (ERESU) exchange on July 23.

Latham & Watkins represented East Resources Acquisition Company in the offering with a corporate team led by partners Marc Jaffe in Dallas and Ian Schuman in New York, along with Houston partner Ryan Maierson, with Houston associates Dan Harrist, Caroline Ellerbe, and Jessica Sherman. Additional information on tax was provided by attorneys in Washington.

Wells Fargo Securities, LLC is acting as sole book runner for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 4,500,000 units at the initial public offering price to cover over-allotments

Each unit issued in the offering consists of one share of the Company’s Class A common stock and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share.

After the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on NASDAQ under the symbols “ERES” and “ERESW. There will be no fractional warrants issued upon separation of the units. Only full warrants will trade.

Winston Advises NexPoint $48M Public Offering

Winston & Strawn represented NexPoint Real Estate Finance, Inc., a mortgage REIT, in its $48.0 million public offering of series A cumulative redeemable preferred stock.

Partners Charlie Haag and Justin Reinus led the team from Dallas with assistance from Winston’s Chicago office. Associates Steven Franklin, Jon Pevey and Emily Semon.

Allen Pusey

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

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