It was a slow time for M&A, private equity and capital markets transactions between Nov. 20 and Nov. 27, mostly due to the Thanksgiving Day holiday.
But a large oil and gas merger (Talos with Stone Energy) and some good-sized asset deals kept activity chugging, with seven deals announced worth $3.85 billion, versus eight transactions valued at $11.05 billion the previous week. Eight law firms and 76 Texas lawyers were involved, compared with nine firms and 62 Texas attorneys the previous week.
Below are the highlights.
V&E, Akin advise on $2.5B Talos-Stone merger
Vinson & Elkins partner Steve Gill in Houston has been a busy deal attorney.
An activist-contested merger he worked on since June, EQT Corp.’s $6.7 billion purchase of Rice Energy, finally closed on Nov. 13. Two days later, Gill’s client SandRidge Energy announced it was buying Bonanza Creek Energy for $746 million (which is also being contested by activist investors Fir Tree and billionaire Carl Icahn).
Finally, on Nov. 21, his client Talos Energy, which is backed by Apollo Global Management and Riverstone Holdings, announced it was merging with publicly traded Stone Energy. The deal will create an oil and gas company with an enterprise value of $2.5 billion.
Of course, Gill had some help from his V&E colleagues on the most recent deal, with Houston partner Lande Spottswood and associate Connor Long lending a hand along with attorneys in the firm’s New York office.
Dallas partners David Peck and Wendy Salinas, Houston partners Stephen Jacobson and Jason McIntosh, Dallas counsel Katherine Mull, Houston associate Curt Wimberly and Dallas associate Gina Hancock advised on tax and executive compensation and benefits issues.
Houston partner Boyd Carano and senior associate Alan Alexander assisted on the deal’s energy transactions/projects aspects. Houston senior associate Brandon Tuck weighed in on environmental matters, while Houston partner Brian Moss and senior associate Guy Gribov helped out on finance.
V&E’s Washington, D.C. office counseled on the deal’s regulatory and antitrust issues. Paul, Weiss, Rifkind, Wharton & Garrison also counseled Talos.
Talos’ general counsel is Bill Moss, who joined the company in 2013 from Mayer Brown’s Houston office. He previously represented Talos as outside counsel on its formation and subsequent acquisition of Energy Resource Technology from Helix Energy Solutions Group in 2013 for $620 million. Before Mayer Brown, the University of Texas law graduate worked at Baker Botts.
Akin Gump counseled Stone with a team led by partner John Goodgame and senior counsel Rebecca Tyler in Houston.
Others pitching in were partners Alison Chen on tax matters and David Sweeney on oil and gas; Brian Patterson on labor; and associates Mary Lovely, Michelle Moreland, Leana Garipova, John McEntire, Allyson Li, Scott Friedman, Niki Roberts and Shane Sullivan. All of them are based in Houston.
Akin Gump also tapped attorneys in its New York office on financial restructuring and finance issues; its Washington, D.C. office on environmental, regulatory and executive compensation issues; and its Los Angeles office on executive compensation/benefits and environmental issues.
Stone’s general counsel is Lisa Jaubert, who previously was counsel at Latham & Watkins, assistant general counsel at Mariner Energy, a founding shareholder of Schully Roberts Slattery Jaubert & Marino (now Slattery, Marino and Roberts) and an outsourced general counsel for many smaller exploration and production companies.
Financial advisers included Citigroup and UBS for Talos and Petrie Partners Securities for Stone.
V&E, Gibson Dunn, Porter Hedges, T&K involved in recent Black Stone deals
Houston-based Black Stone Minerals announced a pair of transactions Nov. 27 that involved four law firms in Texas.
Black Stone agreed to buy mineral and royalty assets in the Permian, Scoop and Bakken/Three Forks plays from Noble Energy for $340 million. The purchase will be funded primarily by a $300 million private placement of newly issued convertible preferred units to an affiliate of the Carlyle Group. The units will require a 7% distribution for six years and be convertible after two years.
Black Stone also said it entered into a farmout agreement with Pivotal Petroleum Partners that covers substantially all of its remaining working interests in the Shelby Trough region of the Haynesville/Bossier play in Louisiana and Texas. Pivotal is obligated to fund Black Stone’s working interest in more than 80 wells across several development areas with an option to continue for up to eight years.
Black Stone’s general counsel is Steve Putnam, who has been in that seat since 2013. Before then, Putman was managing director and general counsel of Quintana Capital Group from 2008 to 2013 and general counsel of Quintana Maritime from 2005 to 2008. The University of Chicago-trained lawyer also worked as an associate at Vinson & Elkins from 2001 to 2005 and Mayer Brown from 2000 to 2001.
Vinson & Elkins acted as legal counsel in connection with the private placement with a team led by the firm’s New York office. BofA Merrill Lynch and Barclays were lead placement agents.
Gibson, Dunn & Crutcher represented the Carlyle affiliate with a deal team led by partner Gerald Spedale and senior associate Harrison Tucker in Houston with assistance from the firm’s Denver office. Finance partner Shalla Prichard, oil and gas partner Mike Darden and tax partner James Chenoweth, all of Houston, provided additional support.
Porter Hedges advised Black Stone on the Noble acquisition with a group led by Houston partner Thompson James. Thompson joined the firm in March of last year from Watt Thompson Frank & Carver of Houston and two months later advised Black Stone on its purchase of a stake in the Wattenberg gas field in Colorado for $35 million.
Other Porter Hedges counselors on the deal included partners Corey Brown and Jim Reardon and associate Scott Muehlberger in Houston with help from the firm’s Oklahoma City office.
A source said Houston partner Bryan Loocke at Vinson & Elkins counseled Noble on the asset sale. Loocke didn’t respond to requests for confirmation, but he’s worked on past deals involving Noble, including its $4 billion acquisition of Rosetta Resources in 2015 and its $617 million sale of oil and gas assets in the mid-continent to Unit Petroleum in 2012. He joined V&E from Bracewell in 2015.
Noble’s general counsel is Arnold “Arne” Johnson, who joined the company in 2001 as associate general counsel after doing legal work for BP America, Vastar Resources and Arco. He’s a graduate of Creighton University School of Law in Omaha.
Thompson & Knight represented Tailwater Capital-backed Pivotal with a team led by Dallas partner Robert P. Dougherty III. Team members included Dallas partners J. Holt Foster III, Kurt Summers and Brandon L. Bloom and associates Kelli Sims (Houston), Tony Johnston (Dallas), Emily Semands (Dallas), Christina Collins Sanders (Dallas) and Kathleen Gerber (Dallas).
Black Stone has closed or entered into agreements on 135 transactions this year totaling around $500 million. It now has assets in the Midland and Delaware basins, the Haynesville/Bossier play, the Bakken/Three Forks plays, the Powder River Basin, the Stack/Scoop plays, the Central Basin Platform, the Cotton Valley play and various other plays in East Texas.
Gibson Dunn represents Civeo on its $289M acquisition of Noralta
Gibson, Dunn & Crutcher chalked up another deal this past week, representing Houston workforce accommodation provider Civeo on its $289 million purchase of Noralta Lodge in Canada. The deal was announced Nov. 27 for $289 million.
The firm’s deal team included Houston corporate partner Tull Florey and Dallas corporate associates Jonathan Whalen and Louis Matthews. It also had help from its Washington, D.C. office.
Bennett Jones is handling Canadian matters for Civeo while Dentons is representing Noralta out of Edmonton. Lazard is Civeo’s financial adviser while Sequeira Partners is assisting Noralta.
Civeo management said the acquisition will strengthen the company’s workforce accommodation offerings, boost its operating cash flow by 75%, create $7.8 million in annual synergies by 2019 and cut its leverage.
Gibson Dunn, Sidley work on $150M NuStar unit offering
Gibson, Dunn & Crutcher worked on a third deal this past week, representing the underwriters on NuStar Energy’s public offering of $150 million in preferred units that priced on Nov. 27. The net proceeds will be used to repay debt and for other general partnership purposes.
The Gibson Dunn team members are partner Hillary Holmes in Houston and associates Louis Matthews in Dallas and Justine Robinson in Houston with assistance from the firm’s Los Angeles office. Houston partner James Chenoweth is handling the tax aspects of the offering.
The joint book running managers are Wells Fargo Securities, Merrill Lynch, J.P. Morgan and RBC Capital Markets, LLC.
Sidley Austin partner George Vlahakos and associates Tanner Groce and Kayleigh McNelis, all of Houston, counseled San Antonio-based NuStar.
NuStar has a dual general counsel structure, with Amy Perry in charge of corporate and commercial law and Karen Thompson head of litigation, regulatory and environmental. They replaced former general counsel Brad Barron, who became president and CEO of the partnership in 2014 when Curt Anastasio retired.
Carrizo handles $140M asset sale in the Rockies in-house
Carrizo Oil & Gas Inc. announced Nov. 27 that it sold the last of its non-core assets – in the Denver-Julesburg Basin in the Rockies – to an unnamed buyer for $140 million and up to $15 million in contingent payments. It plans to use the proceeds to pay down debt and focus on its properties in Texas.
The Houston-based company didn’t use any outside law firms on the divestiture, preferring to handle it in-house. General counsel and business development VP Gerald Morton led the work on the sale with the assistance of associate general counsels Mike Kennington and Marcus Bolinder and senior paralegal Diana Denton.
AKK advises Ashford on $135M preferred stock offering
Andrews Kurth Kenyon said Nov. 21 it counseled Dallas-based Ashford Hospitality Trust on its offering of 5.4 million shares of preferred stock for $135 million.
The offering closed Nov. 17 and was underwritten by Morgan Stanley, UBS, D.A. Davidson, Janney Montgomery Scott, B. Riley FBR, Robert W. Baird, Deutsche Bank and William Blair.
The AKK team included Houston associate Brooks Antweil, Dallas partner Tom Popplewell, Dallas partner Will Becker, Houston associate Brooke Milbauer, Houston associate Audra Herrera and Dallas associate Stephanie McDermott.
David Brooks is general counsel and chief operating officer at Ashford, which he helped take public in 2003 with a stock raise of $220 million. Before joining the real estate investment trust in 1992, the University of Houston-trained lawyer practiced law in Houston and Dallas at Sheinfeld, Maley & Kay, which specialized in bankruptcies and dissolved in 2001.
McGuireWoods advises Surge Private Equity on Busy Bee investment
Surge Private Equity said Nov. 27 that the Dallas office of McGuireWoods advised it on its investment in New York City-based commercial janitorial service Busy Bee Cleaning Corp.
Terms weren’t disclosed on the deal, which was announced on Nov. 20, but Harvest Capital Credit Corp. provided debt financing.
Partner Kevin Boardman was the transaction lead while partner Joel Bannister was loan document lead, partner Gerald Thomas was tax lead and counsel Nova Harb assisted, Surge CEO Tom Beauchamp said in an email.
Dallas-based Surge seeks to invest in small, expanding businesses. It targets profitable online, business services and healthcare companies with few assets and strong cash flow with $10 million in enterprise value.