Texas attorneys burned the midnight oil before the holidays began, with 113 lawyers from 15 different law firms working on 15 transactions worth $9 billion this past week. That compared with 15 deals the previous week worth $13.8 billion.
The activity ranged from oil and gas to banking to chemicals to real estate. The largest: McDermott International’s $6 billion purchase of Chicago Bridge & Iron. Below are last week’s deals, which brought a little jingle jingle to Texas law firms’ coffers.
Baker Botts, Bracewell work on McDermott’s purchase of CB&I for $6B
Baker Botts and Bracewell picked up work on a big oilfield services deal before the holidays, McDermott International’s $6 billion purchase of Chicago Bridge & Iron.
Baker Botts advised Houston-based McDermott with a team that included corporate partners Ted Paris and James Mayor, corporate associates Jon Bobinger, Travis Wofford, Mary Ytterberg, Zahra Usmani and Steven Lackey, tax partners Derek Green and Jon Lobb; and tax associates Jacob Walley and David Morris.
Others working on the deal were executive compensation and benefits partner Rob Fowler and associates Stephanie Jeane and Krisa Benskin, finance partner Luke Weedon and associate Jon Finelli, antitrust partner Tom Fina and special counsel Michael Bodosky, intellectual property partner Paul Morico and associate Michael Silliman and environmental partner Matt Kuryla and associate Mark Hamlin.
Wachtell, Lipton, Rosen & Katz is counseling CB&I, which is headquartered in the Netherlands but whose main office is in the Woodlands.
De Brauw Blackstone Westbroek is CB&I’s legal counsel in the Netherlands while NautaDutilh is McDermott’s legal counsel in the Netherlands.
John Freeman is general counsel of McDermott, having joined in August from TechnipFMC. The Washington & Lee-trained lawyer previously worked at oilfield services giant Baker Hughes.
Kirsten David is chief legal officer of CB&I. The Louisiana State University-educated attorney joined the company in 2013 when it acquired the Shaw Group Inc., where she was the first and only chief compliance officer.
Bracewell is representing Credit Agricole, which is financing the deal for McDermott along with Barclays and Goldman Sachs. The team included partners Robin J. Miles and Charles H. Still Jr. in Houston with help from the firm’s New York office.
Goldman Sachs & Co. and Greenhill were lead financial advisers to McDermott with Barclays and Credit Agricole also pitching in. Moelis is advising McDermott on financing related to the transaction. Centerview Partners is CB&I’s financial adviser.
The companies claim the all-stock deal, which was announced Dec. 18, will create a fully vertically integrated onshore and offshore provider of engineering, procurement, construction and installment services.
CB&I president Patrick K. Mullen said in a statement that the opportunity was presented as it pursued the sale of its Technology and former engineered products businesses and was deemed “the best path forward and in the best interest of CB&I and its shareholders and other stakeholders.”
Shareholders didn’t much like the deal, pushing McDermott’s stock down almost 12 percent and CB&I’s shares down nearly 11 percent. Observers think McDermott is not paying a high-enough price for CB&I (the deal doesn’t come with a premium) and that the two will be saddled with too much debt.
The combination, which will be 53 percent owned by McDermott shareholders and 47 percent owned by CB&I stockholders, will have sales of $10 billion, a backlog of $14.5 billion and annualized cost synergies of $250 million starting in 2019.
The transaction has to clear shareholders from both companies and regulators but is expected to close in the second quarter.
Kirkland, V&E, T&K snare work on $780M private equity commitment to ATX
Kirkland & Ellis, Vinson & Elkins and Thompson & Knight grabbed work this past week on a $780 million commitment to newly formed oil and gas company ATX Energy Partners by Warburg Pincus, Yorktown Partners and Pine Brook Partners.
Kirkland advised lead investor Warburg Pincus with a team that included corporate partner Adam Larson and associates Allan Kirk, Michael Cline and Fernanda Langa, all of Houston.
Vinson & Elkins partner Matt Strock in Houston aided ATX while Thompson & Knight partner Ann Marie Cowdrey in Dallas assisted Yorktown.
Austin-based ATX, the successor company to Brigham Resources, intends to pursue early-stage and emerging unconventional resource opportunities in the southern Delaware Basin and the Williston Basin. It’s led by CEO Gene Shepherd, who led Brigham and its sale of its Delaware Basin assets to Diamondback Energy in February for $2.6 billion.
Kirkland & Ellis, Norton Rose aid Venado on $765 million Cabot purchase
Kirkland scored another good-sized private equity deal, advising KKR-backed Venado Oil & Gas of Houston on its agreement to acquire from Cabot Oil & Gas, developed and undeveloped oil and gas assets in South Texas’ Eagle Ford Shale for $765 million. The deal is expected to close in the first half of next year.
The Kirkland team was led by corporate partners David Castro Jr. and Anthony Speier and associate Lindsey Jaquillard in Houston. They were assisted by environmental partner Paul Tanaka, who has offices in Houston and San Francisco (where another partner pitched in), and associate James Dolphin in Houston; tax partner <em>Chad McCormick and associate Joe Tobias, also of Houston; and labor and employment/executive compensation partners in its Chicago, New York and Washington, D.C. offices.
Norton Rose Fulbright energy transactions partner Deborah Gitomer in Houston advised Cabot leading a deal team that included energy transactions partner Jay Stiffler and energy transactions associate Samantha Speakmon and tax partner Steve Kuntz, all of Houston. They had environmental help from the firm’s Denver office and antitrust help from its Washington, D.C. office.
Kevin Cunningham has been general counsel of Cabot since 2010. Before that, the University of Texas-trained lawyer was associate general counsel at Cabot and regional counsel for the southern division at Chesapeake Energy.
The divestiture, which was announced Dec. 20, includes 74,500 net acres in Frio and Atascosa counties that produced 15,656 barrels of oil equivalent in the third quarter. Some observers thought the sale price was a little light, with Williams Capital Group analyst Gabriele Sorbara valuing the properties at more like $1 billion.
Scotiabank was Cabot’s financial adviser on the Eagle Ford sale.
Analysts expect the company to plow the proceeds into its properties in Appalachia’s Marcellus Shale.
The Eagle Ford transaction is expected to close in the first quarter of next year and result in a non-cash, after-tax impairment of $270 million to $280 million in the fourth quarter of this year.
Cabot also said it was selling its remaining East Texas assets to an unnamed buyer for an undisclosed sum, a deal that should close on or before July 1 of next year.
AKK advises Genesis Energy on $450M notes issue
AKK said Dec. 18 it advised the underwriters on Genesis Energy’s issuance of $450 million in notes and the dealer manager in the concurrent cash tender offer by Genesis for its outstanding $350 million in notes.
The team included partners Mike O’Leary, Henry Havre, Tom Ford and Will Becker, all of whom are in Houston except for Becker, who is in Dallas; and associates Jerry Chandapillai, Freddy Feldman, Garrett Hughey, Audra Herrera and Stephanie McDermott, all of whom are in Houston except for McDermott, who is also in Dallas.
The issue closed Dec. 11. Citigroup Global Markets was the lead underwriter.
Genesis Energy’s general counsel is Kristen O. Jesulaitis, who has served in that post since 2011. Before that, she was a partner at Akin Gump Strauss Hauer & Feld in Houston with a focus on the midstream sector. She received her law degree from the University of Houston.
Kirkland, Sidley, Baker Botts zip up Zenith’s $320M Arc purchase
Zenith Energy U.S. LP said Dec. 21 it completed its previously-announced acquisition of Arc Logistics Partners LP and its general partner, Arc Logistics LLC.
Zenith U.S. also received a line of equity of up to $625 million led by Warburg Pincus and Kelso alongside management and other investors. Part of the equity line is being used to finance the acquisition of Arc.
Kirkland & Ellis advised Houston-based Zenith on the acquisition along with the formation of Zenith Energy U.S. LP and its general partner Zenith Energy U.S. GP LLC with Warburg Pincus.
The team in Houston was led by corporate partners Adam Larson and Kim Hicks and associates William Mabry and Tim Vaughan and included tax partner Mark Dundon. Zenith’s general counsel in Houston is Dana Love.
Lawyers assisting from Kirkland’s New York, Chicago, San Franscico and Washington, D.C. offices advised their client on debt finance, international arbitration clauses, environmental regulations, tax issues and employee benefits.
Sidley Austin assisted Arc Logistics investor General Electric with a Houston team that included Mark Metts, Tim Chandler, Atman Shukla and Angela Daniel.
Baker Botts advised the conflicts committee of Arc Logistics GP, which approved the terms of the transaction. The corporate team included Houston partners Josh Davidson and Jeremy Moore and associates Travis Wofford, Laura Katherine Mann and Zahra Usmani. Dallas partner Steve Marcus advised on tax matters, while Houston partner Rob Fowler and special counsel Chris Pratt advised on executive compensation matters. The firm’s Washington, D.C. office was also involved in the transaction.
Lawyers from Vinson & Elkins’ New York office represented another Arc Logistics investor, Lightfoot Capital Partners. Tax partners Ryan Carney in Houston and Jim Meyer in Dallas also pitched in.
Barclays and Credit Suisse were Zenith’s financial advisers and Barclays, Credit Suisse and HSBC provided committed financing for the transaction.
Weil advises Lindsay Goldberg-backed Woodspring Hotels on divestitures
Weil, Gotshal & Manges said Dec. 19 it advised Woodspring Hotels Holdings, a portfolio company of Lindsay Goldberg, on the sale of the brand and franchise business of WoodSpring Suites to Choice Hotels International for $231 million.
Dallas partner Glenn West led the deal with assistance from partner-elect David Gail, also of Dallas. Morgan Stanley and Co. was WoodSpring’s financial adviser.
Moelis & Co. was financial advisor to Choice Hotels, while Willkie Farr & Gallagher was its legal adviser with the lead attorneys in the firm’s New York office.
Weil said Dec. 22 it also counseled Wichita, Kan.-based Woodspring on its sale of more than 100 company-owned hotel properties to funds affiliated with Brookfield Strategic Real Estate Partners II. West also led the work on that sale.
Kirkland advises Linn Energy on sale of Oklahoma and Texas properties for $122M
Kirkland said Dec. 19 it advised Houston-based Linn Energy on the sale of its Oklahoma Waterflood and Texas Panhandle properties to an undisclosed buyer for $122 million. The company expects to close the deal in the first quarter.
The Kirkland team was led by partners Rahul Vashi and Anthony Speier and associate R.J. Malenfant, all of Houston. The unnamed buyer used in-house counsel. Linn’s general counsel is Candice Wells.
Jefferies provided financial advice to Linn on the Texas Panhandle sale.
The once-bankrupt Linn said the sale of the assets, which it characterized as “mature,” substantially reduces the its future abandonment liabilities and operating expenses.
Jones Walker, Gray Reed work on $100M Produced Water-Orion partnership
Produced Water Transfer announced Dec. 19 a strategic financial partnership with Orion Energy Partners to expand PWT’s midstream platform in the Cotton Valley and Haynesville Shale of northern Louisiana and East Texas. And Jones Walker and Gray Reed helped the parties paper the deal.
Jones Walker partner Jennifer Hamer in the Woodlands advised New York-based Orion with help from the firm’s Los Angeles office as well as Shearman & Sterling. Gray Reed partner Brock Niezgoda in Houston assisted Lafayette, La.-based PWT.
PWT said the senior secured credit facility from Orion will provide it with capital to support the expansion of its water disposal network in Shelby County, Texas and fund the acquisition of a water gathering and disposal system, which is synergistic to its existing platform and will offer future organic expansion opportunities.
AKK aids Capstead on two at-the-market equity programs worth $214M
Andrews Kurth Kenyon said Dec. 19 it represented Capstead Mortgage Corp. on two at-the-market equity programs worth $214 million.
The attorneys included partners David Barbour, Tom Popplewell and Will Becker and associates Sunyi Snow and Stephanie McDermott, all of Dallas.
The deal closed Dec. 6. The sale agent was Brinson Patrick, a unit of IFS Securities Inc.
Bracewell represents Allegiance Bank in $40M notes offering
Bracewell said Dec. 21 it represented Allegiance Bank, a unit of Allegiance Bancshares Inc., in connection with the offering of $40 million in fixed-to-floating rate subordinated notes due 2027.
The Bracewell lawyers involved in the transaction included partners Troy L. Harder and Jason M. Jean in Houston and associates Joshua T. McNulty in Dallas, as well as Kathy Witty Medford and Tyler C. Lohse in Houston. The team had assistance from attorneys in the firm’s New York office.
The placement agents were US Bancorp, Sandler O’Neill + Partners LP and Stephens Inc.
AKK counsels Independent Bank on $30M notes offering
Andrews Kurth Kenyon said Dec. 20 it counseled Independent Bank Group Inc. on its offering of $30 million in notes.
The team included partners Joe Hoffman, Dudley Murrey and Tom Popplewell in Dallas, partner Robert McNamara in Houston, partner Will Becker in Dallas and associates Ethan Post and Stephanie McDermott in Dallas.
The offering closed Dec. 19. The lead underwriters included Piper Jaffray & Co. and U.S. Bancorp Investments Inc.
Gibson, Dunn & Crutcher represents Celanese on Omni Plastics acquisition
Gibson Dunn & Crutcher grabbed a chemical deal this past week, advising Dallas-based Celanese Corp. on its purchase of Omni Plastics, including Resinal de Mexico, for an undisclosed sum.
The Gibson Dunn deal team included Dallas partner Robert Little and associates Jonathan Whalen and Paige Lager.
Evansville, Ind.-based Omni Plastics was represented by Barnes & Thornburg in Indianapolis.
Celanese’s general counsel is Peter Edwards, who joined in January from Baxalta Inc., a biopharmaceutical spin-off of Baxter International. Before that, the Brigham Young University-trained lawyer worked at Eli Lilly, Solvay Pharmaceuticals and Mallinckrodt (formerly Covidien Pharmaceuticals).
The deal was announced Dec. 18.
Jones Day aids Mill Creek on sale of Modera Uptown to Ergas
Jones Day said Dec. 20 that Dallas partner Susan Cox advised Mill Creek Residential Trust on the sale of its interest in the Modera Uptown multifamily complex in Dallas to the Ergas Group for an undisclosed amount of cash. The deal closed Dec. 20.
Cox has advised Mill Creek Residential before, including last summer on its purchase of the Dakota Springs Apartments in Austin for an undisclosed sum.
Winston, Andrews Myers advise on Rock Hill’s Ace Gathering Investment
Rock Hill Capital said Dec. 20 it completed its investment in Ace Gathering Holdings, a provider of crude oil marketing, gathering and reclamation services to oil producers, salt water disposal operators and other service companies in Texas and surrounding states.
Winston & Strawn partner Richard Wynne advised Houston-based Rock Hill while Andrews Myers shareholder Patrick Hayes and senior counsel Brenton Pharis in Houston assisted the selling shareholders of Katy-based Ace Gathering.
Terms weren’t disclosed on the investment, the second by Rock Hill’s third fund, Rock Hill Capital III, which totals $150 million.
Founded in 2007, Rock Hill invests in small-to-lower middle market companies in the South and Southeast U.S.
AKK represents Trinidad Drilling on $30M purchase of RigMinder
Andrews Kurth Kenyon announced Dec. 19 its involvement in a previously announced deal, Trinidad Drilling’s $30 million purchase of RigMinder Operating.
The deal was announced Aug. 28 after closing on Aug. 25.
The AKK team included partners Mark Young, Rob Taylor and Matt Grunert and associates Chris Adcock, Jerry Chandapillai and Carolyn Exnicios of Houston and Jayde Brown of Dallas. The team had help from the firm’s Washington, D.C. office.