Deal activity was slightly up in value from Nov. 6 through Nov. 13, with $2.7 billion worth of reported deals versus $2.38 billion the week before. However, there were only 10 transactions, versus 15 the previous week.
The deals ranged from oil and gas-related asset sales to private equity fund raisings to an automotive private equity investment to a venture capital deal in retail marketing. Noble Energy’s $608 million property sale to SRC Energy was the winner of the week in terms of value followed close behind by BlackRock fund’s $600 million pipeline acquisition from NGL Energy Partners and SemGroup.
Below are the week’s Texas M&A and private equity deals.
Bracewell counsels Noble on $608M asset sale to SRC
Bracewell worked on a large asset sale this past week, advising Houston-based Noble Energy on its agreement announced Nov. 8 to sell 30,200 net acres in the DJ Basin in Colorado to SRC Energy for $608 million.
The Bracewell team included partners James “J.J.” McAnelly and associates Molly Butkus and Jonathan Seliger, all of Houston, with help from attorneys in its New York and Washington, D.C. offices.
SRC’s outside counsel was Dorsey & Whitney out of Salt Lake City. Tudor, Pickering, Holt & Co. provided financial advice to Noble on the sale.
Noble’s general counsel is Arnold “Arne” Johnson, who has been in the position since 2004. Before that, he worked at Atlantic Richfield and its unit Vastar Resources, which were bought by BP back in 2000. The Creighton University-educated lawyer was senior counsel at BP America Inc. before joining Noble in 2001 as associate general counsel.
Bracewell’s McAnelly, who received his law degree from the University of Texas, has advised Noble before, including when it acquired Clayton Williams Energy this past January for $2.7 billion, its property trade in the DJ Basin in Colorado with PDC Energy last year for $270 million and its sale of Wattenberg assets to Synergy Resources last year for $500 million.
McAnelly’s other clients have included Parsley Energy, Covey Park Energy, Empyrean Energy, Tall City Exploration, Three Rivers Operating Co. III, Newfield Exploration Co. and Manti Equity Partners along with Italy’s Eni SpA, Kinder Morgan and Royal Dutch Shell.
The deal will close in two stages. About 90 percent of the deal’s value — including acreage and non-operated production — will close by year-end, while the rest — including operated producing properties — will close by mid-2018.
Noble executives said the sale accelerates value for properties that the company wasn’t likely to develop for several years and the proceeds will help strengthen its balance sheet. Affiliate Noble Midstream Partners will continue to provide gathering and water services for the assets.
Simpson Thacher advises BlackRock on $600M pipeline acquisition
Simpson Thacher & Bartlett said Nov. 9 it is representing BlackRock’s Global Energy and Power Infrastructure Fund on its acquisition of the Glass Mountain Pipeline in the hot Stack/Merge play in Oklahoma from NGL Energy Partners and SemGroup for $600 million.
The Simpson team was led by partners Chris May and Matt Einbinder, both of Houston.
The Yale-trained May has worked on deals related to BlackRock before, including advising First Reserve on the sale of its $3.7 billion infrastructure business this past February to BlackRock. He also represented First Reserve-backed Navigator Energy Services on its acquisition by NuStar Energy in May for $1.475 billion (Navigator is partnering with BlackRock on the Glass Mountain Pipeline deal).
May’s other deals include assisting Crestwood Midstream Partners on its merger with Inergy Midstream Partners and affiliates of First Reserve on several energy–focused acquisitions, including Navigator as well as TNT Crane & Rigging, Dixie Electric, AFGlobal and Hoover Container Solutions.
On the non-energy side, May represented Dell on its acquisition of EMC Corp., Walgreens Boots Alliance on its announced purchase of Rite Aid and the Blackstone Group on its acquisition of Hilton Worldwide and its subsequent restructuring and initial public offering.
Einbinder, who received his legal education at University of Virginia School of Law, focuses on deal finance. His past clients have included Blackstone, First Reserve, JP Morgan and Peabody Energy Corp. He also worked with May on the purchase of Navigator by NuStar. He was elected partner in 2014.
Omaha, Neb.-based McGrath North is advising NGL, along with Deutsche Bank Securities. Morgan Stanley is the financial adviser for the fund. The deal is expected to close this quarter.
Tulsa-based NGL said the sale would help it de-lever its balance sheet and improve its credit profile. SemGroup, also headquartered in Tulsa, said the transaction is the first step of its plan to raise capital for its acquisition of Houston Terminal Co.
Baker Botts aids Delek on $160M Alon unit purchase
Baker Botts advised Bentwood, Tenn., refiner Delek US Holdings Inc. on its purchase of what it didn’t already own of Alon USA Partners of Dallas for stock valued at around $160 million.
The deal, which was announced Nov. 8, is expected to close in the first quarter.
The Baker Botts team in Houston included partners A.J. Ericksen and Joshua Davidson and associates Leslie Daniel, Eileen Boyce, Bill Pritchett and Gita Pathak; tax partner Michael Bresson and associate Jared Meier; and employee benefits partner Rob Fowler and special counsel Chris Pratt. Morris, Nichols, Arsht & Tunnell LLP weighed in from Delaware.
Alon received counsel from Gardere Wynne Sewell partners Evan Stone and Alan Perkins and associate Chris Babcock, all of Dallas, and Potter Anderson & Corroon in Delaware.
Alon’s chief legal officer is James Ranspot, who joined the company in 2006 and became general counsel in 2013. The Texas Tech-trained lawyer previously was an associate at Jones Day and Jackson & Walker.
Latham aids TransMontaigne on financing for $275M Plains terminal purchase
Denver-based TransMontaigne Partners used in-house lawyers on its acquisition of two West Coast refined product and crude oil terminals from Plains All American Pipeline for $275 million, but it tapped Latham & Watkins’ Houston office for financing help.
The team included partners Ryan Maierson and Tim Fenn on tax. BofA Merrill Lynch was TransMontaigne’s financial adviser on the transaction.
The acquisition will be financed with proceeds of a unit offering and cash available from other sources. It’s expected to expand the partnership’s storage and terminaling footprint into the San Francisco Bay Area refining complex and strengthen its position as one of the top refined products terminaling and transportation service providers in the U.S.
Hogan Lovells assists DCC on $200M retail propane purchase from NGL
Hogan Lovells represented Ireland’s DCC plc on its agreement to acquire part of the retail propane business owned by Tulsa-based NGL Energy Partners for $200 million.
Partner Greg Hill in Houston — who joined the firm in February after a 23-year stint at Locke Lord — led the deal team. Other members were associate Lyndsay Montour, who moved over to Hogan from Locke Lord in April; litigation partner Aaron Crane, who joined in 2008 from Akin Gump Strauss Hauer & Feld; and intellectual property partner Taylor Evans, who arrived last year from Bracewell. Lawyers from Hogan’s Washington, D.C. and Denver offices assisted on the deal. McAfee & Taft in Tulsa counseled NGL.
Hogan Lovells has done work for DCC in the past, advising it on acquisitions in Europe and Asia. The move represents the company’s entry into the U.S. liquefied petroleum gas market.
Hill, who received his law degree from Vanderbilt, represents clients on transactional matters, including mergers and acquisitions, capital investment and fund formation, mostly in the energy sector. But he also has experience representing companies in the agricultural, financial services, technology and waste/recycling and renewable sectors.
Last year, Hill led the Locke Lord teams that represented King Ranch on the sale of the assets of Young Pecan Inc. and KR Southwest Nut Inc. to a unit of National Pecan Co.. He also represented Platform Partners on its sale of Evergreen Environmental Services to Sterling Group affiliate Industrial Services Acquisition and Dos Rios Partners on its acquisition of Chandler Signs. Terms weren’t disclosed on any of those deals.
In 2015, Hill represented NextEra Energy Partners on its acquisition of Houston pipeline company NET Midstream for $2 billion and DiPure Water Technologies on its purchase by Ultrapure & Industrial Services, a unit of Driessen Water, for an undisclosed sum.
Gibson Dunn, Latham, T&K aid $48M American Midstream purchase
Gibson, Dunn & Crutcher, Latham and Thompson & Knight scored some midstream work this past week involving American Midstream Partners, which agreed to buy the Trans-Union Interstate Pipeline from sponsor ArcLight Capital Partners for $48 million.
Gibson Dunn represented American Midstream Partners, including partner Gerry Spedale in Houston and associate Eric Pacifici in Dallas, both of whom joined the firm in May from Baker Botts. Partner James Chenoweth in Houston — who also moved over from Baker Botts around that time — handled tax matters on the transaction with the help of lawyers in the firm’s New York office.
Thompson & Knight advised the conflicts committee of the board of the partnership’s general partner with a team led by partner Jeremiah Mayfield in Dallas. Other members included counsel Alan Baden (Houston), partner Doug Pedigo (Houston), partner Dean Hinderliter (Dallas), partner Kurt Summers (Dallas), associate Courtney Roane (Dallas), partner Jim Morriss (Austin), associate James Bedotto (Dallas) and associate Dasha Hodge (Houston).
Latham counseled ArcLight out of its New York office with assistance from tax partner Tim Fenn and associate Jim Cole in Houston.
Announced Nov. 6, the transaction includes $15.5 million in cash funded from borrowings under the partnership’s revolving credit facility and the assumption of $32.5 million of non-recourse debt.
The 42-mile pipeline transports natural gas from Sharon, La., to customers in El Dorado, Ark. – primarily affiliates of utility Entergy. American Midstream said the transaction offers additional acquisition opportunities to continue building its natural gas infrastructure assets to satisfy fast growing demand in the southeast.
Post Oak Energy Capital closes $600M fund
Houston private equity firm Post Oak Energy Capital said Nov. 13 it closed its fourth fund on Nov. 9 at its hard cap of $600 million.
It plans to begin investing with the fund in early 2018 using the same strategy as its first three funds, with equity investments in North American oil and gas companies, oilfield services and related infrastructure. It has invested in 25 companies since forming the first fund in late 2011.
Post Oak used Willkie Farr & Gallagher out of New York, including Bruce Herzog, who also offices out of Houston.
The firm’s top legal mind is partner Ryan Mathews in Houston. Mathews previously was a partner at Thompson & Knight, where he represented financial institutions and borrowers on oil and gas credit facilities, venture capital funds on oil and gas investments and clients on mergers and acquisitions.
Before attending law school at the University of Texas, Mathews was a financial analyst at Shell Capital Inc., where he originated hydrocarbon reserve-based investments in small to mid-sized exploration and production companies.
Baker Botts advises Genesis Park on $250M fund
Houston private equity firm Genesis Park — led by the grandson of former Texas governor William P. Hobby — has raised $148.5 million for its second fund out of a targeted $250 million, according to a Nov. 6 filing with the U.S. Securities and Exchange Commission.
Baker Botts partner Ed Rhyne in Houston is advising the firm on the fund, Genesis founding partner Paul Hobby said in an email. Rhyne focuses his practice on private equity, including fund formations and private equity-sponsored mergers and acquisitions, as well as capital financing transactions.
Founded in 1999, Genesis says its investment focus is on corporate “carve-outs” and early and post-founder growth and distress opportunities. Last year it bought Texas Monthly from Emmis Communications for $25 million with representation from Norton Rose Fulbright partner David Peterman, who has since moved to Baker Botts.
Media is in the Hobby family’s blood: Besides serving as the 27th governor, William P. Hobby was the publisher of the Houston Post. And early in his career UT law grad Paul Hobby worked in traditional media businesses in and around radio, newspaper and television operations (he narrowly lost a tight race for state comptroller against Carole Rylander in 1998)
Genesis has invested in companies in other industries, including oilfield services provider Greenwell Energy Solutions, home security and automation services provider ipDatatel and Starr Hill Presents, which has stakes in such festivals as Austin City Limits, SXSW and Free Press Summer Fest Houston.
The firm is probably best known for its investment in Alpheus Communications, a carve-out from El Paso Corp. that became one of the largest fiber network and data center operators in Texas. It was sold in 2011 to Los Angeles private equity firm the Gores Group, which turned around and shed it this past May to Astra Capital-backed Logix in Houston.
Gibson Dunn represents CenterOak on FullSpeed Automotive investment
Gibson Dunn represented Dallas private equity firm CenterOak on its majority investment in FullSpeed Automotive. CenterOak announced the deal’s completion Nov. 6 but didn’t disclose terms.
The firm’s team was led by Dallas corporate partner Robert Little and included Dallas corporate associate Joseph Orien along with Dallas associate Krista Hanvey on benefits and Dallas partner David Sinak and associate Michael Cannon on tax. Lawyers from the firm’s New York and Irvine, Calif., offices helped out.
Little has worked with CenterOak before, advising it on its majority investment in California-based Wetzel’s Pretzels a year ago, also for undisclosed terms.
Colorado-based FullSpeed was founded in 1978 and is one of the largest independent franchisors of automotive quick lube centers. It has more than 500 outlets around the U.S. as well as internationally.
Randall Fojtasek is the managing general partner of CenterOak, which he founded in 2014 after stints at Brazos Private Equity Partners and Hicks Muse-backed Atrium Cos. The firm invests in industrial growth, consumer and business services. It claims its senior leaders and their predecessor funds have managed $1.8 billion in equity capital commitments and completed 100 acquisitions representing $3.3 billion in transaction value.
DLA Piper, Kastner work on Silverton’s $5.6M investment in Rollick Outdoor
New Austin-based marketing company Rollick Outdoor Inc. has raised $5.6 million from a group of investors led by early stage venture capital firm Silverton Partners. Other investors included Autotech Ventures, Troy Capital Partners, Capital Factory and Austin-based entrepreneur Brett Hurt.
Sam Zabaneh at DLA Piper in Austin represented Silverton while Evan Kastner from Kastner Gravelle, also of Austin, counseled the company’s management. Silverton general partner Morgan Flager will join Rollick’s board.
Zabaneh, a University of Texas law graduate, has been at DLA Piper for 13 years, having previously practiced at Andrews Kurth and Brobeck, Phleger & Harrison. Kastner, also a UT Law grad, was a corporate attorney in the Austin office of Wilson Sonsini Goodrich & Rosati and the Broomfield, Colo. office of Cooley before starting Kastner Gravelle.
Rollick plans to focus on the power sports, RV and marine industries, partnering with large membership groups to drive loyal buyers into an established network of retailers. Its CEO is Bernie Brenner, a co-founder of automotive pricing website TrueCar Inc., which went public in 2014.
CB Insights recently recognized Silverton Partners as the most active venture capital firm in Texas, surpassing once dominant Austin Ventures, which failed to raise an 11th fund and wound down its operations a few years ago. Autotech Ventures, a $120 million fund in Silicon Valley, is an investor in Lyft.