Texas deal attorneys were active this past week, with 17 firms and 157 lawyers working on 23 deals worth $7.1 billion.
While the week’s deal value was 17 percent lower than the previous week, the deal count was up by seven transactions. The number of firms involved was up by four, while the number of lawyers was up by 57.
The deals ranged from mergers to asset divestitures to joint ventures to equity and debt issues to private equity commitments all across the oil and gas spectrum.
One initial public offering also made its debut, despite the turmoil in the financial markets, and there was a secondary stock issue in the banking industry. There also were deals in the transportation, education and dental industries. Here are the week’s deals.
Simpson advises GIP on $1.38B renewable acquisition from NRG
Simpson Thacher & Bartlett’s Houston office grabbed a piece of the largest deal of the week involving Texas lawyers: NRG Energy’s sale of its renewable energy platform, NRG Yield, and other generation assets to Global Infrastructure Partners, or GIP, for $1.38 billion in cash.
Partner Chris May was part of the Simpson team that advised GIP, while the others involved were in the firm’s New York office. Sullivan & Cromwell assisted NRG Yield, while Jones Day’s New York and Washington offices led advice for NRG Energy.
Simpson’s May does a lot of M&A work in the energy sector, advising First Reserve on several acquisitions over the years (including TNT Crane & Rigging, Dixie Electric, AFGlobal, Hoover Container Solutions and Navigator Energy Services) and Crestwood Midstream Partners on its $7 billion merger with Inergy Midstream in 2013.
May also does non-energy work. His biggest transactions have included Walgreens Boots Alliance’s merger with Rite Aid (which was revised to Walgreens purchasing around 2,000 Rite Aid stores for $4.4 billion after regulatory resistance) and Dell on its $67 billion merger with EMC in 2016 (he’s thought to be working with Dell on its possible plan to go public via a combination with majority-owned VMware).
This past week’s deal came after Paul Singer’s Elliott Management in New York and John Wilder’s Bluescape Energy Partners of Dallas pressured NRG Energy to sell assets to raise cash and cut debt. NRG also sold power plants to Cleco Corporate Holdings for $1 billion. The parties expect to close the transactions in the second of half of this year.
Sidley, V&E work on Stonepeak’s $1.1B in JVs inked with Targa
Sidley Austin and Vinson & Elkins also grabbed infrastructure work this past week, working on Stonepeak Infrastructure Partners’ $1.1 billion worth of development joint ventures inked with Houston-based Targa Resources.
Sidley’s Houston office assisted Stonepeak with a team led by energy partner Cliff Vrielink. Others included energy partner Jon Daly (who recently joined from Andrews Kurth Kenyon), private equity associate Chris Folmsbee, tax counsel Zack Pullin and M&A associates Alex Tanton, Nicole Lee and Sabra Thomas.
Vrielink has represented Stonepeak before, including on its acquisition of $500 million in 9.5 percent Series A preferred stock issued by Targa in 2016 and its $350 million investment in Sanchez Production in 2015.
V&E partner Chris Collins advised Targa with help from associate Benji Barron. Targa has been a longtime client, with Collins assisting it on its $360 million initial pubic offering, its $7.7 billion acquisition of Atlas Pipeline Partners and Atlas Energy and its $6.7 billion acquisition of Targa Resources Partners.
Targa’s longtime general counsel is Paul W. Chung, who early in his career worked at V&E on matters involving the now-defunct Enron.
Targa announced the JVs on Feb. 6. They involve Targa’s 25 percent interest in the Gulf Coast Express Pipeline, a 20 percent interest in the Grand Prix Pipeline and a 100 percent interest in Targa’s next fractionation train in Mont Belvieu. The joint ventures have about $220 million in assets.
Baker Botts, Skadden, Bracewell aid 8point3’s $1B Capital Dynamics sale
As The Texas Lawbook reported last week, Baker Botts, Skadden and Bracewell worked on 8point3’s $1 billion purchase by Capital Dynamics.
Baker Botts is advising 8point3 and 8point3 investor SunPower with a team including partners Joshua Davidson and Jonathan Bobinger and associates Mary Ytterberg and Sunil Jamal, all of Houston. Partner Michael Bresson in Houston is assisting on tax matters with help from a senior associate in the firm’s Palo Alto, Calif., office, while partner Daniel Tristan in Houston is helping on finance issues.
Davidson has advised SunPower before, including on various sales, or drop-downs, of assets to 8point3. He and Bobinger also counseled on 8point3’s formation and initial public offering.
Skadden, Arps, Slate, Meagher & Flom is advising 8point3 investor First Solar with lawyers mostly out of Washington, D.C. But assisting were energy and infrastructure projects partner Ethan Schultz, who also has an office in Houston, and energy and infrastructure associate Mark Schlackman, who is based full-time in Houston.
Bracewell is counseling Evercore, which is providing financial advice to the conflicts committee of 8point3’s general partner. That team included partner Will Anderson and associates Ben Martin and Andy Monk, all of Houston. Evercore has called on Anderson to advise it before, including matters involving Hi-Crush, Memorial Production Partners, Targa Resources and Summit Midstream.
Sidley, Gibson Dunn advise on $780M NuStar Energy-NuStar GP merger
Sidley and Gibson, Dunn & Crutcher both were involved in NuStar Energy’s merger with NuStar GP Holdings last week to create a single partnership with an enterprise value of $7.9 billion.
The transaction involves a unit-for-unit exchange valued at around $780 million, including debt. The restructuring news and a cut in its dividend to pay down debt and fund projects led NuStar Energy’s units to plunge around 21 percent.
Sidley Austin represented San Antonio-based NuStar Energy, including energy partner George Vlahakos, tax partner Angela Richards, energy partner Bill Cooper and associates Brett Reamer, Kayleigh McNelis and Tanner Groce, all of Houston.
Gibson Dunn represented Evercore as financial adviser to NuStar Energy and its conflicts committee with Houston corporate partner Hillary Holmes and associate Lindsay Ellis leading the effort.
Wachtell, Lipton, Rosen & Katz in New York advised NuStar GP’s conflicts committee while Richards, Layton & Finger out of Delaware assisted the partnership’s nominating/governance and conflicts committee. Baird provided financial advice to NuStar GP’s conflicts committee.
NuStar’s general counsel is Amy Perry, who has been with the partnership since 2006 and previously was counsel at Valero Energy. The NYU-trained lawyer was an associate at Wilson Sonsini Goodrich and Rosati for two years before making the switch to working in-house.
Brad Barron, president and CEO of both entities, said in a statement that after much discussion and deliberation, the boards reached the agreement so the partnership could capitalize on growth opportunities and best manage the business. “Simplifying our corporate structure and eliminating incentive distribution rights will lower our cost of capital and create a more efficient and transparent structure,” he said.
Chairman Bill Greehey said that the simplification and reset will enhance the partnership’s ability to fund expansion with cash generated by operations and through its enhanced access to lower cost capital. “The economy is strong and oil prices are strengthening, so we should see our earnings increase and our unit value go up, which should set the stage for strong distribution growth going forward,” he said.
The deal has to clear a majority of NuStar GP stockholders, who are getting about half of a NuStar Energy unit for each of their units, which represents a 1.7 premium. The parties expect to close the deal in the second quarter.
Baker Botts, Akin, Bracewell aid on Tallgrass asset sales and merger
Tallgrass Energy GP and Tallgrass Energy Partners said Feb. 7 that Tallgrass Development merged with Tallgrass Energy Partners unit Tallgrass Equity and traded assets in deals valued at $716 million.
The companies also announced that before the merger announcement, Tallgrass Energy Partners bought a 2 percent stake in Tallgrass Pony Express Pipeline and other administrative assets from Tallgrass Development for $60 million in cash, funding it through its revolver.
Baker Botts represented Tallgrass Development in the sale of assets to Tallgrass Energy Partners and the merger with Tallgrass Equity. The team included partner Mollie Duckworth in Austin, associates Jennifer Wu and Allison Lancaster in Austin, tax partners Mike Bresson in Houston and Jon Nelsen in Austin and associate Leah Patrick in Houston.
Akin Gump Strauss Hauer & Feld assisted the conflicts committee of Tallgrass Energy GP. The deal team included partner John Goodgame, associates Cynthia Angell and Savannah Raymond and tax partner Alison Chen, all of Houston.
Bracewell counseled Tallgrass Energy Partners’ conflicts committee. That team included partners Gary Orloff, Troy Harder and associates Lytch Gutmann and Jared Berg, all of Houston.
Tallgrass Equity is picking up a 25.01 percent membership interest in Rockies Express Pipeline and 5.6 million Tallgrass Energy Partners units in exchange for 27.5 million unregistered Tallgrass Energy GP Class B shares and Tallgrass Equity units valued at $644.8 million. The Rockies Express stake was valued at $400 million and the 5.6 million Tallgrass Energy Partners units were valued at $256.2 million.
Andrews Kurth Kenyon partner Mark Young in Houston represented Evercore as the financial adviser of the conflicts committee of Tallgrass Energy Partners’ general partner on the Tallgrass Pony Express Pipeline and Rockies Express Pipeline deals.
Latham advises Enduring IV on $700M purchase from WPX
Tulsa, Okla.-based WPX Energy said Feb. 5 it agreed to sell its holdings in the San Juan Basin’s Gallup oil play to Enduring Resources IV for $700 million.
Latham & Watkins advised Enduring with a corporate deal team led by partners Michael King and Michael Dillard with associates Chris Bennett and Michael Sellner. Assistance also was provided on corporate matters by partner Thomas Brandt with associate Lauren Anderson; and on tax by partner Tim Fenn with associate Jim Cole. The firm tapped its Washington office for help on antitrust and benefits and compensation issues.
WPX used Denver law firm Holland & Hart for legal counsel and CIBC Griffis & Small for financial advice.
WPX said the divestiture completes its exit from the San Juan Basin. It will help it pay down debt and provide capital for its operations in the Delaware and Williston basins.
The company previously divested other natural gas assets in the San Juan Basin for $175 million and a gathering system in the basin for $309 million. Its production is now 80 percent oil and natural gas liquids and 20 percent natural gas versus the reverse five years ago.
Baker Botts advises underwriters on Cactus’ upsized $400M IPO
Cactus was able to get its IPO out of the gate despite volatile capital markets this past week, pricing its offering at $19 per share – the high-end of its hoped-for range – and expanding it by 7.5 percent to 23 million shares.
The underwriters have a 30-day option to purchase up to 3.45 million more shares of Cactus’ class A common stock at the IPO price. The offering is expected to close on Feb 12.
Cactus expects to receive $405.8 million in net proceeds from the offering or $467.4 million if the underwriters exercise their option to purchase all the additional shares.
As The Lawbook previously reported, Baker Botts partners J. David Kirkland Jr. and A.J. Ericksen in Houston are leading the team advising the underwriters, which included Citi and Credit Suisse.
Other members of the group were senior associate Laura Katherine Mann and associates Chelsea Gaw, Ieuan List and Hayley Hervieux; special counsel Chris Pratt on employee benefits and executive compensation; partner Robinson Vu on intellectual property; and partner Scott Janoe and associate Harrison Reback in Houston on environmental issues.
V&E is advising Cactus with attorneys in its New York office.
Gibson Dunn represents Gran Tierra Energy on $300M senior notes offering
Gibson Dunn said Feb. 8 that it represented Gran Tierra Energy on its $300 million senior notes offering.
Houston corporate partner Hillary Holmes led the team, which included Houston corporate associate Justine Robinson, Houston corporate partner Shalla Prichard and Houston tax partner James Chenoweth. The lawyers had help from the firm’s Century City, San Francisco, New York and Singapore offices.
“We were very busy this week,” Holmes told The Lawbook. “[We are] continuing to punch (way) above our weight.”
Davis Polk advised the underwriters out of New York.
The issue, by unit Gran Tierra Energy International Holdings, involves an offering of 6.25 percent senior notes due 2025. It’s expected to close by Feb. 15 and bring in $288.8 million after commissions, fees and expenses, which will be used to pay down its revolver and for corporate purposes, including development.
V&E, Kirkland aid on Ridge Runner’s $300M in Warburg funding
V&E said Feb. 5 it represented newly formed Ridge Runner Resources on its $300 million equity commitment from Warburg Pincus.
The corporate team was led by partner Matt Strock with assistance from senior associate Matt Falcone and associate Brittany Smith. Also advising were partner David Peck and associate Lauren Meyers (tax); partner Sean Becker (labor/employment); and partner Stephen Jacobson and associate Austin Light (executive compensation/benefits).
Kirkland & Ellis partner Adam Larson in Houston led the deal for Warburg. Other members included corporate associate Mike Cline and tax partner Mark Dundon along with attorneys in the firm’s Chicago and New York offices.
Ridge Runner plans to focus on the Delaware Basin in West Texas and New Mexico, forging partnerships with exploration and production operators as well as acquiring and developing acreage positions.
The company is headed by CEO Scott Germann, an Exxon-trained geologist who previously led Nadal & Gussman’s Permian business and was president of BC Operating before it was sold to Marathon Oil last year for $1.1 billion. His team includes CFO Tim Patuwo, who previously worked at Apollo Global Management and KKR.
Warburg Pincus managing director David Habachy in Houston led the deal for the private equity firm.
Bracewell advises Barclays on $70M Green Bancorp secondary
Bracewell said Feb. 5 it represented underwriter Barclays in Green Bancorp’s secondary stock offering by some of its shareholders.
The team included partners Will Anderson, Troy L. Harder and Michele J. Alexander, counsel Ian Brown and associates Joshua T. McNulty, Kate Barrington McGregor and Jay N. Larry.
Attorneys at Skadden in New York represented Green Bancorp while lawyers at Willkie Farr & Gallagher in New York represented the selling stockholders, which included Friedman Fleischer & Lowe, Harvest Partners and Pine Brook Partners.
The offering included 3 million shares of common stock at $23.25 per share, or $69.75 million. It closed Feb. 5.
V&E, T&K counsel on Apollo’s equity commitment to Double Eagle III
V&E said Feb. 5 it advised funds managed by Apollo Global Management affiliates on their equity commitment to Double Energy Holdings III. Including a recent capital raise, Double Eagle III has secured equity commitments of more than $1 billion.
The V&E corporate team was led by attorneys in the firm’s New York office but included tax partner David Peck in Dallas, executive compensation and benefits partner Stephen Jacobson in Houston and labor and employment partner Sean Becker in Houston.
Thompson & Knight represented Double Eagle III, including partners Wesley P. Williams and J. Dean Hinderliter in Dallas and partner Robert Vartabedian, who offices in Fort Worth and Houston.
Fort Worth-based Double Eagle III said the money raised will support its ongoing acquisition and development initiatives in the Permian Basin. The company was formed by the same management team that led its predecessor companies, co-CEO’s John Sellers and Cody Campbell.
Double Eagle II was sold to Parsley Energy last year for $2.8 billion.
Baker Botts, V&E aid on Shell Midstream’s $1B financing
Baker Botts said Feb. 5 that it assisted Shell Midstream Partners on a $1 billion financing that closed last week.
The deal team included partners Josh Davidson in Houston and Mollie Duckworth in Austin and associates Sarah Dodson, Jennifer Gasser and Josh Gonzales, all of Houston.
V&E represented underwriter Morgan Stanley including partner Gillian Hobson and associate Sean Roberts and senior associate Doug Lionberger, all of Houston.
The financing included the sale of limited partner units as well as common units, the largest secondary in its history. Shell Midstream plans to use the proceeds to pay down debt and for corporate purposes.
Norton Rose Fulbright advises Kirby on $419M Higman purchase
Houston-based Kirby Corp. said Feb. 4 it bought crosstown company Higman Marine and its affiliates for $419 million in cash. The deal is expected to close in the first quarter and will be financed with additional debt.
Higman tapped Fried Frank as counsel with a team led out of New York. Kirby used Norton Rose Fulbright counsel Tom Adler in Dallas.
Kirby’s general counsel, Amy Husted, led the deal in-house. She has worked for the company since 1999. The South Texas College of Law graduate previously was in the legal department at Hollywood Marine.
Higman is a provider of inland marine transportation services for bulk liquid petroleum and chemical cargoes. Kirby is the country’s largest domestic tank barge operator transporting bulk liquid products.
Kirby has been on acquisition tear, buying Stewart & Stevenson last year for $756.5 million.
Kirkland aids Development Capital on $750M JV with California Resources
Kirkland & Ellis said Feb. 7 it advised Development Capital Resources on its $750 million joint venture formed to operate some of California Resources’s midstream infrastructure assets.
The Kirkland team was led by corporate partner John Pitts, capital markets partners Julian J. Seiguer and Michael W. Rigdon and corporate associates Ahmed Sidik and Brandon Bishoff. Debt finance partner Lucas Spivey and tax partner Mark Dundon assisted. All are in the Houston office.
California Resources used Sullivan and Cromwell with its lead attorney in the firm’s Los Angeles office.
CRC is keeping a significant ownership interest in the joint venture alongside a $750 million preferred equity investment from a newly-formed vehicle managed by Development Capital and capitalized by funds managed by Ares Management.
Development Capital and an Ares-led group also purchased California Resources common stock in a private placement for $50 million in cash.
Gibson Dunn, Latham, Kirkland aid on Indigo transactions
Gibson Dunn said Feb. 9 it represented Intrepid as financial adviser to the boards of three Indigo Minerals companies involved in a combination to create Indigo Natural Resources.
The transaction took place at the Feb. 6 closing of a $650 million private bond offering, which involves senior unsecured notes that mature in 2026 and pay interest at a rate of 6.875 percent.
Gibson Dunn’s team was led by Houston corporate partner Hillary Holmes and included an associate in the firm’s Washington, D.C. office.
Latham & Watkins partner Sean Wheeler counseled the underwriters in the bond offering. Kirkland partner Matt Pacey represented Indigo. Both attorneys are in Houston.
Indigo’s general counsel is Robert W. Hunt Jr., who joined the company in 2016 after working at Cobalt International Energy as associate general counsel, where he focused mostly on capital markets and major transactions. The University of Texas Law-trained attorney started his legal career at V&E.
Indigo Natural is an independent natural gas and NGL company based in Houston led by chairman William Pritchard and CEO Frank Tsuru. It’s backed by Trilantic Capital Management, the Martin Cos., Yorktown Partners and Ridgemont Equity Partners.
The company claims to be the second largest producer in North Louisiana with operations in the Haynesville Shale, the Cotton Valley formation and the Bossier Shale, having picked up properties from Chesapeake Energy, HRG unit Compass Production and EP Energy over the last three years.
On Jan. 29, Indigo announced it had confidentially submitted a plan with the U.S. Securities and Exchange Commission to go public. At that time, it hadn’t determined the size and price range for the initial public offering.
Latham, Baker Botts advise on TransMontaigne Partners’ $300M notes offering
Latham said Feb. 8 it advised Denver energy terminal and transportation provider TransMontaigne Partners on a $300 million note offering.
The deal team was led by partner Ryan Maierson, with associates Kevin Richardson, Josh Peterson, Om Pandya and Rebecca Kendall.
Baker Botts assisted the underwriters, which included RBC Capital Markets, BofA Merrill Lynch, Citigroup, Credit Suisse, MUFG and Wells Fargo Securities.
The Baker Botts team was led by partners Josh Davidson and A.J. Ericksen, senior associate Carina Antweil and associates Jamie Yarbrough, Ieuan List and Josh Gonzales.
Others helping out were finance partner Dan Tristan and associate David Nimmons, tax special counsel Chuck Campbell, environmental partner Scott Janoe and associate Harrison Reback and real estate partner Connie Simmons and associate Whitney Crayton. They had assistance from regulatory lawyers in the firm’s Washington, D.C. office.
The senior unsecured notes mature in 2026 and pay interest at a rate of 6.125 percent per year. The offering was expected to settle by Feb. 12 with the proceeds being used to repay indebtedness under its revolving credit facility, for general partnership purposes and to pay transaction fees and expenses.
Bracewell, Latham, Baker Botts work on $265M CNX Midstream deal
Bracewell said Feb. 8 it represented Evercore as the financial adviser to the conflicts committee of the board of CNX Midstream Partners’ general partner on its purchase of 95 percent of the Shirley-Pennsboro gathering system from CNX Resources for $265 million in cash.
The Bracewell attorneys involved in the transaction were partner Will Anderson and associates Ben Martin and Andy Monk.
Latham advised CNX Resources. The deal team was led by partners Jeff Muñoz, Bill Finnegan and Michael King with associates Elizabeth More, Lauren Anderson, Nick Dhesi and Daniel Harrist.
Baker Botts represented the conflicts committee with a group that included partner Joshua Davidson, associate Leslie Daniel and senior associate Scott Looper.
AKK represents B. Riley on $120M Höegh LNG issue
Andrews Kurth Kenyon said Feb. 5 it represented B. Riley FBR as the sole sales agent in connection with Höegh LNG Partners’s $120 million at-the-market offering of units and Series A preferred units.
The team included partners Philip Haines and Tom Ford and associates Mike Hoffman, Oliver Fankhauser, Audra Herrera and Jocelyn Tau with help from an attorney in the firm’s New York office.
RigUp raises $15.8M from Quantum, Global Reserve, Founders
RigUp, an Austin-based marketplace for on-demand energy industry services and labor, said Feb. 5 raised $15.8 million from Quantum Energy Partners and Global Reserve Group along with returning investor Founders Fund. It also snagged a $30 million credit facility from Silicon Valley Bank.
Jeffrey Harris at Global Reserve and Napoleon Ta at Founders Fund are joining the company’s board.
Cooley represented Quantum and Global Reserve Group and WilmerHale aided RigUp, both with attorneys out of New York.
RigUp’s general counsel is Brandon Neely, who joined the company in 2016 after practicing at Barlow Garsek & Simon and Blaies & Hightower. He earned his law degree from Baylor University.
RigUp, which is led by founder Xuan Yong, said the company has built a digital platform where buyers and service providers can easily connect and transact. It said it has access to 22,000 service providers across 100 service categories.
Willkie represents Safe Fleet on Oak Hill Capital
Willkie said Feb. 8 it represented Sterling Group-backed Safe Fleet Holdings on its sale to Oak Hill Capital Partners for an undisclosed sum.
The Willkie team included partners Bruce Herzog, Kfir Abutbul and Scott Miller in Houston along with attorneys in the firm’s New York office.
Paul Weiss advised the other side, with a team led by a partner in New York.
Morgan Stanley and Harris Williams were financial advisers to Safe Fleet.
Headquartered in Belton, Missouri, Safe Fleet provides safety solutions for fleet vehicles. Sterling created Safe Fleet in 2013 by simultaneously acquiring ROM Corp. and Specialty Manufacturing. The company completed 10 strategic acquisitions while it was owned by Sterling, which is led by Gary Rosenthal.
Founded in 1982, Houston-based Sterling targets controlling interests in basic manufacturing, distribution and industrial services companies with enterprise values of $100 million to $750 million. It’s sponsored the buyout of 52 companies and add-on acquisitions totaling $10 billion. It currently has $2.2 billion of assets under management.
Jones Day aids TesTeachers on merger with Exam FX
Jones Day said Feb. 9 that it advised TesTeachers on its merger with Leawood, Kansas-based Exam FX. Terms weren’t disclosed.
Houston partner Jeff Dinerstein led the deal team.
The merger brought together two of the top national training solutions leaders of insurance and securities pre-licensing and continuing education, the companies said.
Dykema advises Jefferson Dental on Smile Center purchase
Dallas-based Jefferson Dental Care announced Feb. 7 it had purchased the Smile Center, a dental support organization with six clinics in San Antonio, for undisclosed terms.
Dykema Gossett advised Jefferson Dental including members Brian Calao and Eric White in Dallas. The Smile Center used Robert Anderton of the firm Hanna Anderton in Austin.
Jefferson Dental said it continues to focus on expanding in its core markets and new geographies through acquisitions and development. The company is backed by Los Angeles-based Brentwood Associates.
Egan Nelson counsels MineralSoft on its CVP funding
Austin oil and gas software developer MineralSoft announced Feb. 7 that it completed its Series A funding round led by Cottonwood Venture Partners, a Houston digital oilfield technology investor.
Exiting investors Blue Bear Capital, an energy technology fund, and Y Combinator, the Silicon Valley seed investor, also participated.
MineralSoft co-founder Jon Parker said Egan Nelson partner Brian Alford in Austin counseled the company on the funding (Alford previously practiced at Andrews Kurth Kenyon and Kirkland & Ellis). The investors’ counsel couldn’t be determined by press time.
The company said the capital infusion came after the signing of an exclusive partnership with oil and gas data provider DrillingInfo. MineralSoft said it’s seen rapid growth for its software, which helps mineral, royalty and non-operated working interest owners and investors manage their assets.
MineralSoft is led by co-founder and CEO Gabe Wilcox, who previously worked at North Bridge Growth Equity and Venture Partners in Boston. Cottonwood Venture Partners is headed by Jeremy Arendt, a former investment banker at Tudor, Pickering, Holt.