Deal activity leading up to the Memorial Day weekend was a bit slow, with the value amounting to only $4.89 billion for the week. That level was 76 percent off from the previous week’s 2018 high of $20.4 billion.
Sixty-three lawyers worked on 11 transactions, the same number as the previous week, with 10 law firms winning the work, versus 11 the previous week.
Active industries included oilfield services, with a large credit facility lined up for Rowan; solar power, with Southern Co. selling a third interest in its assets to Global Atlantic; and banking, with Independent buying Guaranty for $1 billion. There also were deals in oil and gas exploration and production, energy infrastructure, fertilizer and steel.
Bracewell advises Wells on $1.266B in credit facilities for Rowan
Bracewell said May 24 it represented Wells Fargo on $1.266 billion worth of credit facilities for Rowan, a contract drilling services provider in Houston.
The team included partners Kate Day and Stephanie Song, along with associates Anna Miller, Emily Banse and Christina Katsampes. They had help from attorneys in the firm’s New York office.
Rowan’s general counsel is Mark Mai, who joined the company last year after serving in the same capacity at Dresser-Rand, which was acquired by Siemens in 2014 for $7.6 billion. Before that the University of Texas-trained lawyer was associate general counsel of corporate and litigation at Cooper Industries and was a partner at Thompson & Knight.
The new five-year facility will provide borrowing capacity of $955 million. Rowan will continue to have access to its existing credit facility, which has been amended to provide for availability of $311 million with step-downs to occur over the next two years.
Maturity of the existing credit facility is unchanged at January 2021 while the new credit facility will mature in May 2023. The new facility is supported by additional guarantees from certain Rowan entities and includes additional restrictions on Rowan and its units.
CFO Stephen Butz said in a statement that the agreements will enhance the company’s already strong liquidity position and that it remains committed to maintaining an attractive credit profile and a solid balance sheet.
Rowan has a fleet of mobile offshore drilling units operating worldwide, including the U.S. Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East and Trinidad.
V&E aids Global Atlantic on $1.17B purchase of a stake in Southern’s solar assets
Vinson & Elkins said May 23 it advised Global Atlantic Financial on its purchase of a 33 percent stake in Southern Power’s solar portfolio for $1.175 billion.
Partners Peter Marshall and Kaam Sahely led the team with assistance from senior associates Matthew Falcone and Matthew Greenberg and associates Stephanie Coco, Megan Menniti, Sara Bloom, Grace-Ann Duquette, Jeremy Tripp, Bassam Chain, Emma Jiang, Michael Zarcaro, Cesar Leyva, Caroline McDonald, Jack Moxon and Josh Rocha.
Also advising were associate Neil Clausen on tax, along with attorneys in the firm’s Washington, D.C., and Richmond, Virginia, offices; partner Mike Tomsu on energy regulatory; and senior associate Matthew Dobbins on environmental.
Jones Day partners Jeff Schlegel, David Stringer and Alex Wilde in Houston represented Southern Power, which used Citigroup Global Markets as its financial adviser. Troutman Sanders was supporting counsel for the transaction.
The portfolio is made up of 26 operating solar facilities representing about 1.7 gigawatts of capacity. The energy from the facilities is sold under long-term contracts.
Southern Power, a unit of utility giant Southern Co., will be the partnership’s general partner and will continue to operate the projects.
Goldman Sachs founded Global Atlantic in 2004 and separated it as an independent company in 2013. It had $60 billion in assets as of March 31.
V&E said it previously represented Global Atlantic along with Goldman Sachs and GSO Capital Partners on a $200 million joint commitment in clean energy project developer Altus Power America. It also advised it on an agreement with Origis Energy to develop solar generation facilities, including the 540-acre MS Solar 3 generation facility in Sumrall, MS, in which Wells Fargo provided $49 million in tax-equity funding.
V&E claims it has a market leading practice representing investors and other participants in renewable energy transactions, particularly in solar and wind generation.
The firm said that earlier this year it represented a long-term client on the acquisition of a large portfolio of wind and solar assets together with an associated financing (it didn’t name the client or the deal value). V&E also represents Goldman Sachs’ renewable energy fund as counsel on its acquisition activities.
Independent Bank Group Acquires Guaranty Bancorp for $1B
McKinney-based Independent Bank Group said May 22 it agreed to buy Guaranty Bancorp of Denver for $1 billion in stock.
Wachtell, Lipton, Rosen & Katz in New York represented Independent and Shapiro Bieging Barber Otteson in Denver assisted Guaranty.
Stephens provided Independent with a fairness opinion while Keefe, Bruyette & Woods advised Guaranty.
Mark Haynie led the deal as general counsel of Independent, which he has represented since its formation in 2002. He has served as lead counsel on all of the company’s M&A and capital markets transactions and advised it on corporate and regulatory matters.
Before joining the bank, Haynie was a founding shareholder of Haynie Rake Repass & Klimko, a law firm focused on representing community banks. He has 35 years’ experience representing banks, bank holding companies and other financial institutions on corporate, regulatory and securities matters. He’s a graduate of the University of Texas School of Law.
Guaranty shareholders will get 0.45 of a share of Independent Bank stock for each of their shares worth about $35.37 per share.
Independent expects the acquisition to boost earnings per share by about 6.5 percent in 2020 and dilute tangible book value per share by 4.7 percent at closing with an earn-back period of about three years.
Guaranty operates 32 branches along the Colorado Front Range and 14 in the Denver area. As of March 31, the bank had assets of $3.7 billion, deposits of $3 billion and tangible common equity of $324.8 million.
Independent chairman and CEO David R. Brooks said in a statement that the transaction represents the build-out of its Colorado footprint.
Guaranty CEO and president Paul W. Taylor and chairman Edward B. Cordes will join Independent’s board while Guaranty president Michael B. Hobbs will be CEO of the Colorado market.
The parties expect the deal to close in the fourth quarter if it clears shareholders of both banks and regulators.
Haynes and Boone aids Callon on $570M Cimarex property deal
Haynes and Boone advised Natchez, Mississippi-based Callon on its purchase of oil and gas properties in West Texas’ and New Mexico’s Permian Basin from Cimarex Energy of Denver for $570 million in cash.
The team included partners Bill Nelson and Kraig Grahmann and associate Matt Roundtree, all of Houston.
Callon’s general counsel is Michol Ecklund, who joined in November and offices out of Houston. Before that, the Harvard-trained lawyer was deputy general counsel for operations and commercial law at Marathon Oil, where she spent 15 years in positions within and outside the law department. Before Marathon, she practiced at Baker Botts in Houston.
The company intends to fund the cash purchase price with the net proceeds of an equity offering, cash on hand and/or debt.
If the deal closes, which is expected by Sept. 10, Callon will own 86,000 net surface acres concentrated in four core operating areas within both the Midland and Delaware Basins.
CEO and president Joe Gatto said in a statement that the assets are highly complementary to its own, build upon its entry into the Delaware Basin in late 2016 and have mature, oil-weighted production that provides a solid return on capital employed and drives earnings growth.
Gatto expects the acquisition to contribute to an expected production rate of 40,000 barrels of oil equivalent per day by year-end with only minimal activity above its existing program. He hinted at an increase in the company’s development plans for next year.
HuntonAK advises purchasers of $500M Jagged Peak placement
Hunton Andrews Kurth said May 21 it represented the initial purchasers of a $500 million private placement by Denver-based oil and gas explorer Jagged Peak Energy.
The team included partners Mike O’Leary and Henry Havre, counsel Jerry Chandapillai, associates Chris Adcock and Amanda Thienpont and partners Tommy Ford and Jocelyn Tau on tax. All are in the firm’s Houston office.
The initial purchasers were J.P. Morgan, Wells Fargo, Goldman Sachs, RBC Capital Markets, ABN AMRO, Citigroup, Fifth Third, Keybanc Capital Markets, UBS, BMO Capital Markets, BOK Financial, Comerica, Deutsche Bank and U.S. Bancorp.
The issue was a Rule 144A offering of 5.875 percent senior notes due 2026.
Latham represents ProPetro on $229.2M secondary offering
Latham & Watkins said May 23 it advised Midland-based ProPetro Holding Corp. on its $229.2 million secondary public offering of common stock. The shares were owned by private equity firm backer Energy Capital Partners.
ProPetro said in a regulatory filing May 24 that Schuyler Coppedge and Peter Labbat, partners at Energy Capital, had resigned from its board. A source said that the Energy Capital Partners exit represented a five times return on its original investment.
Latham partners Ryan Maierson and Thomas Brandt in Houston led the issue with associates Kevin Richardson, Patrick Sanford and Clayton Heery. Houston associate Jim Cole worked on tax matters along with a partner in the firm’s New York office and Houston partner Joel Mack advised on environmental issues with help from a Washington, D.C. associate.
ProPetro’s general counsel is Mark Howell, who came to the company last year after serving as associate general counsel of Anthem. Before that he was general counsel and associate general counsel of Vantage Energy Services/Vantage Drilling. The South Texas College of Law graduate also worked as an associate at Burleson Cooke and Andrews Kurth (now Hunton Andrews Kurth) in Houston.
ProPetro priced the 12 million share offering on May 10 at $19.10 per share. The underwriters, which included Goldman Sachs and Barclays, were granted a 30-day option to purchase another 1.8 million shares.
Energy Capital Partners acquired ProPetro in 2013 for an undisclosed sum. It went public early last year at $14 per share, raising $350 million.
Tailwater doubles equity commitment to Silver Creek to $300M
Dallas private equity firm Tailwater Capital said May 22 it increased its equity commitment to Silver Creek Midstream from $150 million to $300 million to build out its crude gathering system in the Rockies’ Powder River Basin.
Thompson & Knight advised Tailwater, including partners Holt Foster and Wes Williams, associates Nathan Stone and Tony Johnston and partner Dean Hinderliter on tax, all of Dallas.
V&E advises OCI on marketing JV with Dakota Gasification
Vinson & Elkins said May 21 it advised The Netherlands’ OCI on the negotiation of definitive agreements with Dakota Gasification to sell nitrogen fertilizers, industrial ammonia and diesel exhaust fluid in North America through a newly formed joint marketing venture called N-7.
The corporate team was led by partner Kaam Sahely and senior associate Alan Alexander with assistance from associates Jeremy Tripp and Caroline McDonald, all of Houston.
Other Texas lawyers advising were V&E partner Todd Way and senior associate Julia Pashin in Dallas (tax); senior associate Sarah Fortt in Austin (corporate); partner Sean Becker in Houston (labor/employment); and partner Chris Popov and associate Page Robinson in Houston (litigation). Attorneys in the firm’s Washington, D.C. office helped on antitrust matters.
Orrick, Herrington & Sutcliffe advised Dakota Gasification with attorneys in New York and Washington.
The joint venture will market and distribute 4.5 million metric tons of product from Iowa Fertilizer Company, OCI Partners in Texas and Dakota Gasification’s Beulah facility in North Dakota. N-7 also will market any imported product from OCI’s operations outside North America.
The venture is expected to bring benefits to OCI, DGC and their customers, including enhanced utilization of truck and rail logistics infrastructure and improved security of supply to customers.
Dakota Gas CEO Paul Sukut said the transportation and selling cost synergies of the JV will help it better serve the North Dakota market and the local agricultural economy, as it has a large customer base in the 250-mile radius around the synfuels plant.
OCI CEO Nassef Sawiris said the JV allows the company to extend its reach throughout North America and expand its product offering and customer base.
Sheppard Mullin assists Aretex on Alerian purchase
Sheppard Mullin said May 23 it represented private equity firm Aretex Capital Partners on its agreement to acquire Alerian for an undisclosed sum.
Alerian is a provider of energy infrastructure indices and market intelligence in Dallas.
The Sheppard Mullin team came together from all over the country but included partner Evan Williams in Dallas.
Ropes & Gray also counseled Aretex, which used Barclays as its financial adviser.
The transaction is expected to close this quarter.
Block Garden aids BP Energy Partners on Thigpen acquisition
Dallas-based BP Energy Partners said it tapped Block Garden & McNeill on the purchase of Thigpen Energy by its portfolio company Thigpen Solutions for undisclosed terms.
The partner involved was Warren Garden, who co-founded the firm in 1987 and serves as BP Energy Partners’ outside general counsel. He has a law degree from Harvard.
Formed in 2005, Dallas-based Thigpen Energy provides natural gas end-use solutions to the oil and gas, power generation, industrial and pipeline industries.
BP Energy Partners is a middle market private equity firm focused on the energy industry along the natural gas value chain, including oilfield services, midstream, power, logistics and transportation and basic industry. It was originally backed by T. Boone Pickens and is led by managing partners Alex Szewczyk and Michael Watzky.
Gray Reed counsels Patriot on Ranch Creek, Hillstar investment
Patriot Erectors said that Gray Reed & McGraw advised it on an undisclosed investment by Ranch Creek Partners and Hillstar Capital.
Lead counsel was J. Wesley Dorman Jr. in Houston. Other firm attorneys involved were Dan Kroll, Austin Carlson, Catherine Chlebowski, Brock Niezgoda and Ben Smith.
The Dripping Springs-based company is a provider of structural and miscellaneous steel.