After a Thanksgiving holiday lull, deal-making resumed with vigor in the first full week of December. With uncertainty lingering about the final form of a tax bill pending before Congress, deals doubled in number and quintupled in value as companies wrapped up transactions before the year’s end.
Energy, technology, transportation and industrial transactions dominated the headlines and a $7 billion oil and gas-focused private equity fund closed above targets. Here’s what happened last week:
Thompson & Knight represents EnCap on $7B fund formation
Thompson & Knight won some fund work this past week, saying Dec. 4 it advised EnCap Energy Capital Fund XI on its formation and $7 billion in capital commitments. The fund, which had its final close on Dec. 1, exceeded its $6.5 billion target and surpassed the level of commitment to its previous fund, which also amounted to $6.5 billion.
The T&K team was led by partner Michael Pierce and included partners Anna Marie Dempsey and Mitch Gibbons and associates Nathan Stone, Dasha Hodge and Cesar Leyva, all of Houston.
T&K’s tax team included partners Roger Aksamit, C. Todd Lowther, Todd Keator and John Cohn and associate Murtuza Hussain. All are in Houston except for Keator and Cohn, who are in Dallas. Dallas partner Jason Loden also worked on ERISA matters.
The new fund will provide growth capital to proven management teams focused on North American oil and gas exploration and production. Firm founder and managing partner Marty Phillips and managing partner Doug Swanson led the fundraising for the Houston-based private equity firm.
Pierce has counseled EnCap on matters before, including the formation of several of its previous funds and its 2015 sale of Paloma Partners III to Gulfport Energy for $301 million.
Haynes and Boone represents Endeavor on $1B notes offering
Haynes and Boone said Dec. 7 it represented privately-held Endeavor Energy Resources on its private offering of $500 million of 5.500 percent senior notes due 2026 and $500 million of 5.750 percent senior notes due 2028. The offering closed on Dec. 7.
Haynes and Boone also represented Endeavor in its cash tender offers for its outstanding 7 percent senior notes due 2021 and 8.125 percent senior notes due 2023. The tender offers also settled on Dec. 7.
Houston partner and corporate section leader Bill Nelson led the Haynes and Boone team representing Endeavor in the transactions. He was assisted by Houston partner Kristina Trauger, Dallas partner Paul Amiel, Houston counsel Judy Little and Houston associates Sameer Saxena and Janna Mouret.
Goldman Sachs served as representative for the initial purchasers of the notes.
Nelson has been busy this year, advising KMG Chemicals on its $495 million acquisition of Flowchem from Arsenal Capital Partners and its $186 million public offering of common stock that closed Oct. 23. He also assisted Alta Mesa Holdings on its $3.8 billion merger with Silver Run Acquisition Corp. II and Kingfisher Midstream and Callon Petroleum on its $615 million purchase of Permian Basin properties from American Resource Development.
Haynes and Boone represented Endeavor this past April on its $300 million agreement with Ares Management-backed Development Capital Resources to develop oil and gas properties within Texas’ Midland Basin. Houston associate Austin Elam led that team, which included fellow Houston associates Matthew Rountree and Denny Lee.
The Midland-based Endeavor is led by Autry Stephens, who started the company in 1979 with a single well in Midland County’s Spaberry field. Charles Meloy joined as CEO and president last year after retiring from Anadarko Petroleum, where he was executive vice president of the company’s U.S. onshore operations.
Weil advises Lindsay Goldberg on $800M Crane deal
Industrial product maker Crane Co. said Dec. 5 it agreed to buy all of the equity interests in micro-optic security technology developer Crane & Co., also known as Crane Currency, from private equity firm Lindsay Goldberg, Crane family members and others for $800 million.
Weil Gotshal & Manges advised Lindsay Goldberg, including partner Glenn West and partner-elect David Gail, both of Dallas.
West has advised Lindsay Goldberg before, including on its 2014 investment in national tire distributor Dealer Tire. The private equity firm took on a $715 million senior secured credit facility to finance the deal.
More recently, this past summer, West counseled on Bluegrass Materials’ sale to Martin Marietta Materials for $1.6 billion and on Golden West Packaging’s acquisition of four independent packaging companies as well as their co-owned Cal Sheets for an undisclosed sum. Both Bluegrass and Golden West are backed by Los Angeles-based Lindsay Goldberg.
Some of West’s marquee deals include WPX Energy’s $2.75 billion acquisition of RKI Exploration & Production in 2015; American Airlines’ $18 billion with US Airways, also in 2015; and LIN Media’s $2.6 billion merger with Media General in 2014. More recently, he advised private equity Kainos Capital on its sale in October of tea and coffee products maker Trilliant Food and Nutrition to a Blackstone entity for $389 million.
V&E aids NGP-backed Fifth Creek on $649M Bill Barrett merger
Vinson & Elkins snared work on the most recent transaction in the consolidating oil and gas industry, advising Natural Gas Partners-backed Fifth Creek Energy on its $649 million merger with publicly traded Bill Barrett Corp.
The combination, which was announced Dec. 5, is being billed as a premier exploitation and production company exclusively focused on oil-weighted rural areas in the Denver-Julesburg Basin. The deal is expected to close late in the first quarter or early in the second.
The Houston-based V&E corporate team was led by partners Doug McWilliams and Jeff Floyd and senior associate Shamus Crosby with assistance from associates Aaron Carpenter, Jane Ehinmoro and Key Hemyari, as well as attorneys based in the firm’s New York office.
Also advising were partner John Lynch, senior associate Lina Dimachkieh and associate Curt Wimberly in Houston (on tax matters); partner David D’Alessandro and senior associate Melissa Spohn in Dallas (executive compensation/benefits); partner Sean Becker and senior associate Christie Alcala in Houston (labor/employment); partner Larry Nettles and associate Jennifer Cornejo in Houston (environmental); and partners David Stone and David Wicklund (finance). The firm had help on antitrust and finance issues from its Washington, D.C. and New York offices.
Wachtell, Lipton, Rosen & Katz represented Denver-based Bill Barrett, which used Tudor, Pickering, Holt & Co. as its financial adviser. Credit Suisse provided financial advice to Fifth Creek. Scott Gieselman led the deal from NGP. Bill Barrett CEO Scot Woodall and chairman Jim Mogg will stay on in their positions.
Harvard Law-trained McWilliams has worked with NGP before, advising portfolio company Centennial Resource Production of its $1.39 billion sale to Silver Run Acquisition Corp. He’s worked on countless other oil and gas company mergers, including Rice Energy/EQT, Patterson-UTI/Seventy Seven Energy and Memorial Resource/Range Resources.
According to one report, the 22-year V&E veteran almost disembarked to Simpson Thacher & Bartlett last year but ended up staying because of the personal relationships he had at the firm.
V&E aids Valorem on $285M pickup of Williston assets from Linn Energy
Vinson & Elkins said Dec. 8 it worked on another good-sized oil and gas deal, advising Kayne Anderson-backed Valorem Energy on its acquisition of Williston Basin assets in North Dakota, South Dakota and Montana from formerly bankrupt Linn Energy for $285 million.
V&E partner John B. Connally IV led the group advising Valorem with assistance from senior associates Tan Lu and Matthew Falcone and associates Brittany Smith and Erin Mitchell, all of Houston.
Also counseling from V&E were senior associate Guy Gribov and associates Jason Blackmer and Erin Webb in Houston (on finance matters); partner Todd Way and associate Julia Pashin in Dallas (tax); and partner Larry Nettles in Houston (environmental).
Danny Weingeist led the deal from Kayne Anderson out of Houston.
JP Morgan Chase Bank, Citigroup Global Markets and Wells Fargo Securities are lead arrangers on Valorem’s debt financing for the acquisition. Mobius Risk Group was marketing and derivatives adviser and Opportune LLP provided due diligence and integration assistance to Valorem.
Linn announced the sale on Oct. 23 but didn’t reveal the buyer. At the time Kirkland & Ellis said it represented Linn with a Houston team that included corporate partners Rahul Vashi and Anthony Speier and associate Lindsey Jaquillard along with tax partner Chad McCormick and associate Joe Tobias.
Linn’s general counsel is Candice Wells, who said assistant general counsel Holly Anderson worked on it in house.
Connally — grandson of onetime Texas governor and U.S. Treasury secretary John B. Connally Jr. — has worked on some big M&A deals for V&E. They include $20 billion worth of asset sales for Devon Energy, Statoil’s $4.7 billion purchase of Brigham Exploration, Concho Resources on its $1.65 billion acquisition of Marbob Energy’s oil and gas assets and QEP Resources on its $1.38 billion acquisition of properties from various sellers in the Williston Basin.
Gibson Dunn, DLA Piper work on Chisholm-Resource Rock deal
Gibson Dunn weighed in on three oil and gas deals recently, all led by M&A partner Justin Stolte in Houston.
The biggest was Chisholm Energy Holdings’ purchase of undeveloped acreage in New Mexico’s Delaware Basin on Dec. 7 from Resource Rock Exploration for undisclosed terms.
Fort Worth-based Chisholm was formed in 2016 and is backed by a $500 million line-of-equity commitment from Warburg Pincus. Houston-based Resource Rock was created earlier this year with funding from Kayne Anderson.
Other members of Stolte’s team included M&A associates David Cias and Graham Valenta in Houston and tax partner David Sinak and associate Michael Cannon in Dallas. He had assistance on environmental matters from the firm’s office in San Francisco.
DLA Piper partner Jack Langlois in Houston represented Resource Rock.
Stolte also represented Houston-based JH Fossil Energy on its agreement to develop properties in Texas’ Pecos County for publicly traded Amazing Energy Oil and Gas of Amarillo and eventually buy stakes in them.
M&A associate Matt Savage assisted on the deal, which was announced Nov. 28. JH is privately held and led by Hank Jeans and Brian Jeans.
Stolte’s third deal was representing Santa Monica, Calif.-based Sunny Frog LLC on the sale of a 50 percent working interest in oil and gas assets in California’s Sansinena and East Los Angeles fields to publicly traded Royale Energy of El Cajon, Calif. The transaction was announced on Nov. 28 for $15 million in cash.
Stolte was aided by Savage and Cannon as well as tax partner James Chenoweth in Houston.
Matrix Oil Management owns the other 50 percent working interest in the properties and operates them. Matrix and Royale announced last year that they planned to merge, a deal that still needs to be approved by Royale’s shareholders.
V&E advises Daseke on trio of flatbed carries creating $1.2B company
Vinson & Elkins also delved into transportation, announcing Dec. 6 it represented Daseke — the largest flatbed trucking company in North America — on its acquisition of three top-tier flatbed and specialized carriers.
The companies include Tennessee Steel Haulers, which is known as TSH, the Roadmaster Group and Moore Freight Service. The additions boost Daseke’s sales by 40 percent to $1.2 billion per year and its Ebitda by the same amount to $143 million.
All three transactions were led by V&E corporate associate Michael Gibson in Austin, senior associate Thomas Laughlin in Dallas and partner Alan Bogdanow in Dallas. All three worked on Daseke’s last acquisition, that of R&R Trucking in September for an undisclosed sum.
The V&E team on the TSH deal also included associate Luke Thomas (corporate); partner David Peck and associate Allyson Seger (tax); partner Chris Dawe and associates Rafa Alvarado, Daniela Gutierrez, Evan Hall and Marco Chan (finance); partner Randy Jurgensmeyer and associate Courtney Hammond (real estate); partner Brian Bloom and associate Karsten Busby (executive compensation/benefits); partner Vanessa Griffith (labor/employment); counsel Larry Pechacek and associate Ross Woessner (environmental); counsel Scott Brown (intellectual property); counsel Lanchi Huynh and associates Ryan Clyde and Austin Elder (mergers & acquisitions/capital markets); and partner Neil Imus and associate Evan Miller (antitrust).
The group on the Roadmaster transaction included associates Zach Spencer and KJ Pedersen on corporate; Peck and associates Julia Pashin and Lauren Meyers on tax; Dawe, Alvarado, Gutierrez, Hall and Chan on finance; Jurgensmeyer and Hammond and associate PJ Tatum on real estate; Bloom and Busby on executive compensation/benefits; Griffith on labor/employment; Pechacek and Woessner on environmental; Brown on intellectual property; and Huynh, Clyde and Elder on mergers & acquisitions/capital markets.
Those working on the Moore Freight purchase included Spencer and associate Cameron Land on corporate; Peck and Meyers on tax; Dawe, Alvarado, Gutierrez, Hall and Chan on finance; Jurgensmeyer and Hammond and associate Kevin Koskovich on real estate; Bloom and Busby on executive compensation/benefits; Griffith on labor/employment; Pechacek and Woessner on environmental; counsel Brad Foxman and associate Matt Struble on restructuring/reorganization; Brown on intellectual property; and Huynh, Clyde and Elder on mergers & acquisitions/capital markets.
V&E counsels Helmerich & Payne on IP related to its MagVar purchase
Vinson & Elkins also worked on an oilfield services deal this past week, advising Tulsa, Okla.-based Helmerich & Payne on intellectual property matters related to its purchase of Magnetic Variation Services, or MagVar, for an undisclosed sum.
The team was led by Houston partner Steve Borgman and included associates Sean Hill and Abigail Lubow.
Skadden, Arps, Slate, Meagher & Flom LLP also counseled H&P out of Washington, D.C with Duff & Phelps providing financial advice. Bryan Cave LLP served as legal adviser to MagVAR.
Borgman has advised on many mergers and acquisitions with intellectual property issues as well as license and technology development agreements. He previously assisted H&P on IP matters related to its $75 million acquisition of Motive Drilling Technologies that closed in June along with associate Howard Lim in Dallas and another associate in the firm’s New York office.
MagVAR claims to be the industry leader in enhancing the accuracy of directional drilling surveys through its geomagnetic modeling. H&P CEO John Lindsay said in a statement that as the industry continues to drill longer, lateral wells and unconventional drilling moves into development, the company believes accurate well placement becomes increasingly important to maximize field economics.
Jones Day represents Probe Technologies on Hunter Well Science acquisition
Jones Day said Dec. 4 its partner R. Scott Cohen assisted Turnbridge Capital-backed Probe Technologies Holdings on its completed merger with Canada’s Hunter Well Science.
Gowling provided Canadian counsel and Calgary-based Shea Nerland advised Hunter Well Science. Todd Tomlin led the deal from Turnbridge.
Cohen, who offices out of Dallas and Houston, has represented Turnbridge before, including on its investment in Gradiant Energy Services, its sale of ROC Service Co. to Coral Reef Capital and its acquisitions of Cimarron Energy, Horizontal Wireline Services and Pipe Pros.
Turnbridge, which offices in Dallas and Houston, targets majority ownership investments that require $25 million to $100 million of equity commitment. Its target companies typically generate $25 million to $250 million of sales at the time of initial investment.
The Probe deal, which was announced Dec. 1 for undisclosed terms, is expected to accelerate the commercial release of a technologically advanced solutions platform that initially includes reservoir evaluation, production logging, well integrity and petrophysics tools and services.
Trammell Crow goes with out-of-state lawyers on latest deal
Dallas real estate developer Trammell Crow Co. went with out-of-state lawyers on its latest deal, the sale of its controlling interest in a 14-property affordable housing portfolio in Texas to an unnamed buyer for an undisclosed sum.
Jones Day represented Trammel Crow Residential with a team led by a partner in its Columbus, Ohio, office. The transaction closed Oct. 14.
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.
The Villanova-trained Sher previously was a partner at Drinker Biddle & Reath’s real estate group in Philadelphia, where she spent 17 years working on commercial real estate transactions and matters involving leasing, acquisitions and dispositions, financings, workouts and joint ventures, many of which were for Trammell Crow. She is based in Philadelphia.
Locke Lord represented Mesa Line Services on sale to AEA Investors
Locke Lord announced Dec. 7 it represented Alvin, Texas-based Mesa Line Services on its sale to AEA Investors. The deal was announced in November for an undisclosed sum.
The team was led by corporate practice co-chair and partner Kevin Peter and associate Brooks Vanlandingham in Houston. Pitching in were tax partners Ed Razim and Buddy Sanders, M&A senior counsel Mechelle Smith, tax associate Matt Frogel, energy associate Kerstie Moran, benefits/compensation associate Emily Self, all of Houston, and employment/labor partner Paul Nason in Dallas.
Simmons & Co. International provided financial advice to Mesa, including managing director Andrew Schroeder in Houston with support from Will Nichols, Sam Miles and Brett Stoehr.
Family-owned Mesa provides utility services in Texas, Oklahoma, Louisiana, Arkansas and New Mexico with a focus on rebuilding, maintaining and new construction of transmission, substation and distribution infrastructure.
AEA was founded in 1968 by the Rockefeller, Mellon and Harriman family interests and S.G. Warburg as a private investment vehicle for industrial family offices with substantial assets. It manages funds that have $10 billion of invested and committed capital and focuses on industrial products, specialty chemicals, consumer/retail and services.
Locke Lord aids GEC-backed Premium on sale to undisclosed investor
Locke Lord said Dec. 7 it also represented Premium Oilfield Technologies on its sale to undisclosed investors last month.
The Houston maker and supplier of mud pump parts was founded in 2004 and recapitalized by Global Energy Partners in 2013.
The Locke Lord team was led by partners Greg Heath and Mitch Tiras with assistance from associates Rachel Fitzgerald, Emily Hejl, Iliana Ivanova and Jennie Simmons, all of Houston.
Simmons & Co. International managing director Andrew Schroeder provided financial advice with support from David Ulrey and Kevin Gattshall.
Jones Day, DLA Piper work on BenefitMall sale to Carlyle
Jones Day said Dec. 8 it advised Dallas employee benefits and payroll services provider BenefitMall on its sale to the Carlyle Group. Partner James O’Bannon led the deal team out of Dallas.
Terms weren’t disclosed, but the company generates around $200 million in annual sales, according to Moody’s Investors Service.
Austin Ventures led an investor group in buying BenefitMall and CompuPay in 2012 for $320 million and then merging them.
Wachtell Lipton lawyers out of New York advised Carlyle while DLA Piper assisted Austin Ventures, including partner John Gilluly and associates Joseph Fore and Alyson Rotunda out of Austin.
Sandler O’Neill + Partners provided financial advice and PricewaterhouseCoopers provided accounting and tax assistance to Carlyle.
Carlyle announced the deal Nov. 20 with the expectation that it would close by year-end. The firm said equity for the investment will come from Carlyle Global Financial Services Partners II, a $1 billion fund that backs financial service firms globally.
Austin Ventures is in the midst of dismantling after failing to raise an 11th fund a few years ago due to low returns and seeing some of its key partners leave to start new firms. Its last fund raised $900 million in 2008. General counsel Stephanie Lucie left the firm at the end of last year.
AKK advises Highlander on purchase of Biamp Systems from Lomar
Andrews Kurth Kenyon announced Dec. 8 it represented Highlander Partners on its purchase of Biamp Systems from Lomar Corp. The deal was announced Nov. 30 for an undisclosed sum.
The Texas lawyers that worked on the deal included partners Mark Solomon, Peter Bogdanow and Will Becker, in Dallas, partner Matt Grunert in Houston, of counsel Bill Rivers in Dallas and associates Wade Glover and Stephanie McDermott in Dallas and Emily Cabrera in the Woodlands. They had help from the firm’s office in Washington, D.C.
Bogdanow has advised the Dallas-based private equity firm several times before, including on its $567 million sale of Performance Chemicals & Ingredients to Balchem in 2014 and its sale of Composites Group to Citadel Plastics, also in 2014, for an undisclosed sum.
The AKK partner also counseled Highlander on its purchase of Versatex Building Products in 2014 and its acquisition of the Quantum Group through portfolio company Twitchell Technical Products earlier this year, both for undisclosed sums.
Led by CEO Mike Nicolais, Highlander invests in businesses in which the principals have operating and investing experience with a focus on basic manufacturing, food, chemicals, building materials and consumer products. It has $1.2 billion in assets under management.