With eyes on both the end of the year and the dawn of massive tax cuts, more than a few Texas attorneys labored on transactions through the waning days of 2017: At least 47 lawyers from 10 different law firms advised on 10 transactions worth $2.5 billion.
The numbers for the last week in the year were significantly less than those of the previous week, when 113 lawyers and 15 different law firms toiled on 15 transactions worth $9 billion. But the days between Christmas and New Year’s Day are traditionally slow ones.
The final deals of 2017 ranged from oil and gas to banking to entertainment to software to real estate. Highlights included Weatherford’s sale of its hydraulic fracturing business to Schlumberger for $430 million (thus canceling their previously announced joint venture) and Kinder Morgan’s decision to go ahead and invest in a $1.7 billion Texas pipeline with DCP Midstream and Targa Resources.
Latham, BakerHostetler aid $430M revised deal between Weatherford, Schlumberger
Oilfield products and services provider Weatherford International made a surprise announcement after the close of trading Dec. 29, saying it was scrapping its joint venture with Schlumberger and instead selling its U.S. hydraulic fracturing business for $430 million.
Latham & Watkins partner Sean Wheeler had advised Weatherford on the joint venture but partners John Greer and Ryan Maierson stepped in to advise it on the sale. All are in Houston.
Rob Shearer at BakerHostetler in Houston was corporate counsel to Schlumberger, which used Gibson Dunn for antitrust advice.
General counsel Christina Ibrahim and associate general counsel Kyle Martin worked the deal in-house at Weatherford while deputy general counsel Bill Batzer worked the deal at Schlumberger.
Ibrahim, who received her law degree from Texas Southern University, has always worked in the oilfield services industry, including in the legal department at Halliburton and WellDynamics. Martin, who received his law degree from the University of Houston, was previously a senior associate at Porter Hedges.
Batzer, who studied law at the University of Michigan, worked before as an associate at Harness, Dickey & Pierce and as a corporate attorney at Johnson Controls.
Weatherford said the parties agreed to revised deal terms that reflected an asset sale versus the previously announced OneStim joint venture. The 100 Weatherford employees associated with the business will go to work for Schlumberger.
The company said it’s keeping its leading multistage completions portfolio, manufacturing capability and supply chain and will continue to participate in the growing completions markets in Canada and the U.S., as well as globally.
Weatherford plans to use the proceeds to cut its large debt load.
“The closing of this transaction represents another step on our path toward building a solid and strong company and unlocking the potential that exists within Weatherford,” Weatherford CEO and president Mark McCollum said in a statement (McCollum joined from Halliburton in April).
RBC Capital Markets analyst Kurt Hallead said the deal doubles the size of Schlumberger’s frac fleet and gives it 100 percent control of the business without a potential future cash outlay to buy out Weatherford’s 30 percent stake in the JV. Weatherford, meanwhile, effectively receives the same in net cash but with no near-term minority income or future valuation mark-up from the JV, he said.
Bracewell advises Kinder Morgan on $1.7B pipeline project
Bracewell said Dec. 29 it represented Kinder Morgan on its $1.7 billion Gulf Coast Express Pipeline Project with DCP Midstream and Targa Resources.
The team included Houston partners Jason Jean and Heather Brown and associates Derek Speck, Kate McGregor and Mary Isensee. They had help from the firm’s Washington, D.C. and New York offices.
Kinder Morgan lawyers involved in the transaction included J. Curtis Moffatt, vice president and general counsel (and 23-year veteran of Van Ness Feldman in Washington, D.C.); Bill Wolf, assistant general counsel; Mosby Perrow, assistant general counsel; Jordan H. Mintz, chief tax officer; and Jeffrey A. Utay, vice president, tax.
Kinder Morgan announced that it had made a final decision to proceed on the project Dec. 21 after executing definitive joint venture agreements and securing sufficient firm transportation agreements with shippers, which include DCP, Targa, Apache and Pioneer Natural Resources.
The pipeline, which will be 50 percent owned by Kinder Morgan and 25 percent each by DCP and Targa, is designed to transport up to 1.92 billion cubic feet per day of natural gas from West Texas’ Permian Basin to Agua Dulce in South Texas. The pipeline, which Kinder Morgan will build and operate, is expected to be in service in October 2019 if it clears regulators.
AKK advises Independent Bank Group on $150M follow-on equity offering
Andrews Kurth Kenyon said Dec. 26 it represented McKinney-based Independent Bank Group in a follow-on equity offering of 448,500 shares and a secondary sale of 1.89 million shares totaling $150 million.
The team included partners Joe Hoffman, Dudley Murrey and Will Becker and associate Ethan Post, all in Dallas.
The offering closed Dec. 6. Its underwriters included Stephens, Keefe, Bruyette & Woods, Sandler O’Neill & Partners, Evercore Group and Raymond James & Associates.
Kirkland advises Alta on the $115M acquisition of Ultra’s Marcellus assets
Kirkland & Ellis said Dec. 27 it advised Alta Marcellus Development on its $115 million acquisition of non-operated properties in the Marcellus Shale from Ultra Petroleum.
The team included corporate partners Anthony Speier, John Pitts and Rahul Vashi and associates Barrett Schitka and Adam Whitehouse; and tax partner Chad McCormick and associate Joe Tobias, all of Houston. It also had help on environmental matters from an attorney in its Washington, D.C. office.
Energy partner Jeremy Mouton at Porter Hedges represented Ultra with assistance from corporate partner Bert Viguet and associate Jonathan Strom, all of Houston.
Alta’s general counsel is Lauren Ford, who was previously a partner at Kirkland in Houston.
Alta’s parent, Alta Resources, was originally financed by oil and gas billionaire George P. Mitchell, “the father of fracking” who died in 2013. Alta was co-founded by Mitchell’s son Todd and Joseph Greenberg, who met at graduate school.
Ultra announced the sale Dec. 21, saying that it wouldn’t have an impact on its $1.4 billion borrowing base. Proceeds will be used to help pay down debt and improve liquidity.
“This transaction is consistent with our previously announced intention to monetize our non-core assets and streamline our portfolio to focus on our higher returning Pinedale assets,” chairman, CEO and president Michael Watford said in a statement.
Watford said CIBC Griffis & Small is working to shed the company’s Uinta Basin properties, which could generate more work for Porter Hedges.
T&K advises Chaparral Energy on $60M purchase
Thompson & Knight confirmed Dec. 27 it represented Chaparral Energy on its purchase of acreage in Kingfisher County, Oklahoma, from an unnamed private seller for $60 million in cash.
Partner Robert P. Dougherty III in Dallas led the deal team, which included partners Roger Aksamit in Houston and Jessica Hammons in Dallas and associates Kelli Sims in Houston and Aaron Powell in Dallas. Chaparral’s general counsel is David J. Ketelsleger, who previously was a partner at McAfee & Taft.
Oklahoma City-based Chaparral announced the purchase Dec. 27, with CEO Earl Reynolds saying it was adjacent to its existing operations in the sweet spot of this highly productive play.
The company also closed on a new $400 million credit facility on Dec. 21 with an initial borrowing base of $285 million, up $60 million from its previous one. Chaparral plans to use the facility to finance the acquisition, which is expected to close in January.
Jones Day aids Behringer Harvard on its $45.5M sale of Frisco Square to Maxus
Jones Day said Dec. 28 it counseled Addison-based Behringer Harvard Funds on its sale of a controlling interest in Frisco Square to publicly traded Maxus Realty Trust for $45.5 million.
The team was led by partner Michelle R. Brown in Dallas. The Southern Methodist University-trained lawyer previously advised Behringer Harvard on the acquisition of 3.2 million square feet of office space in Chicago and the sales of the Lodge and Spa at Cordillera in Edwards, Colo., and the Lakewood Flats apartment complex in Dallas.
Frisco Square is a mixed use development in Frisco, with 114 apartments and 130,000 square feet of office and retail space. It’s next to Toyota Stadium, home of the FC Dallas soccer club and the National Soccer Hall of Fame.
Kansas City, Mo.-based Maxus announced the deal’s closing on Dec. 21. Maxus said a related party also acquired a movie theater operated by Cinemark and 2.3 acres of developable land for $7.7 million adjacent to Frisco Square.
“We are pleased to expand our footprint in the Dallas metropolitan area, particularly in a high growth area like Frisco,” Maxus chairman and CEO David Johnson said in a statement.
Gibson Dunn represents Topgolf Entertainment on investment funding
Gibson, Dunn & Crutcher said Dec. 27 it advised Dallas-based Topgolf Entertainment on the closing of a round of investment funding led by Fidelity Management. Terms weren’t disclosed.
The Gibson Dunn deal team included partner Robert Little and associates Jonathan Whalen, Paige Lager and Blair Watler, all of Dallas. Ropes & Gray advised Fidelity out of its Boston office.
Topgolf’s general counsel is Eldridge Burns, a University of Texas-educated lawyer who previously spent 10 years at Santander Consumer USA Inc. as chief legal officer and general counsel and nine years as senior corporate counsel at Blockbuster. He began his legal career as an associate at Vinson & Elkins. He is an avid San Antonio Spurs fan and even named his dog after star player Manu Ginobili.
Existing investors also took part in the investment round, including WestRiver Group, Thomas Dundon, Providence Equity Partners and Callaway Golf Co. Topgolf announced the investment Dec. 26.
Topgolf executive chairman Erik Anderson, the leading shareholder and founder of WestRiver, said in a statement that the funding will be used to continue to capitalize on growth opportunities.
J.P. Morgan Securities LLC and Morgan Stanley & Co. acted as placement agents in connection with the offering.
Topgolf has 39 venues that entertain more than 13 million people per year. The venues feature high-tech, climate-controlled hitting bays, simulator lounges and competitive tours.
Ramirez & Associates represents Innowera on sale to Magnitude Software
Ramirez & Associates’ Mark Smith in Dallas represented Irving-based Innowera on its Dec. 20 sale to Magnitude Software for undisclosed terms. Austin-based Magnitude was advised by Fredrikson & Byron out of Minneapolis.
Innowera was the second acquisition in the fourth quarter for Magnitude, which claims to be a leader in delivering business insights for organizations with increasingly fragmented application and data environments.
Innowera provides software that helps users to more efficiently manage SAP processes and workflows for productivity and data management.
Magnitude chairman and CEO Chris Ney said in a statement that together the two companies can deliver solutions that unify enterprises across increasingly fragmented application environments. Mickey Shah is the founder and chief solutions architect of Innowera.
Trammell Crow again goes with out-of-state lawyers on latest deal
Dallas real estate developer Trammell Crow Co. again went with out-of-state lawyers on its latest announced deal, the sale of the 232-unit Alexan Vinings Apartments in Atlanta to an unnamed California buyer for an undisclosed sum.
Jones Day said Dec. 29 it represented Trammel Crow with a team led by a partner in its Columbus, Ohio, office. The transaction closed Sept. 9.
Lisa Sher became general counsel of Trammel Crow in March, replacing Scott Dyche, who left to become general counsel at Lifestyle Communities in Columbus, Ohio, after 11 years with the company in Dallas. Sher is based in Philadelphia.
NIADA acquires National Alliance of Buy Here, Pay Here Dealers
Arlington-based National Independent Automobile Dealers Association, known as NIADA, has acquired the assets and operations of the National Alliance of Buy Here, Pay Here Dealers after two years of review, according to a Dec. 22 report by the Dallas Business Journal. The transaction closed Dec. 14.
Neither parties’ counsel could be determined by press time, but Shaun Petersen is NIADA’s senior vice president of legal and government affairs. He was previously a partner at Mac Murray & Shuster in Columbus, Ohio.
Employees of the Houston-based alliance, which has 14,000 members, will take on expanded roles to serve the needs of both organizations’ members. NIADA and the alliance will fuse their conference and educational offerings and thus have a combined conference in June in Orlando.
“Buy-here, pay-here” refers to auto dealers who sell used cars and finance them, the DBJ said. The industry is undergoing tumult because delinquencies among auto borrowers with weak credit have been rising, the report added.