© 2015 The Texas Lawbook.
By Natalie Posgate and Mark Curriden
(Nov. 10) – Oil and gas M&A may be down significantly in 2015, but the Texas law firms that specialize in energy transactions are still getting the most deal work. But they are having to look outside of the state to get new business.
New data compiled by Mergermarket and The Texas Lawbook’s Corporate Deal Tracker shows continued shifts in the legal marketplace. The premier M&A legal practices continue to get more and more of the top dollar transactional work. A smaller handful of law firms are capturing the mid-market deal activity. Wall Street law firms continue to steal away their share of M&A work from large Texas-based companies.
But the newest trend is that Texas-based lawyers are increasingly being hired by non-Texas companies to advise them on mergers, acquisitions and joint ventures.
Overall, The Texas Lawbook’s Corporate Deal Tracker, which documents all M&A activity and securities offerings by lawyers based in Texas, shows that Vinson & Elkins continues to dominate the corporate deal count scoreboard with 154 combined M&A deals and securities offerings so far in 2015.
Latham & Watkins, which has 85 lawyers in Houston, ranks second in deal count (98) and first in deal value ($157 billion). Andrews Kurth and Baker Botts are not far behind.
At the same time, no lawyer worked on more total corporate transactions than Andrews Kurth partner Michael O’Leary, who ranks first in representing underwriters in securities offerings. He ranks third in advising issuers in securities offerings. And he ranks fourth in representing buyers and sellers in M&A.
M&A Scoreboard
V&E corporate lawyers in Texas were involved in 61 mergers, acquisitions and joint ventures during the first nine months of the year, which is a dozen more than second placed Andrews Kurth (49).
Houston-based V&E was called upon by its usual clients, including Energy Transfer Partners, Pioneer Natural Resources and Phillips 66 Partners, to advise in major transactions.
But V&E is also a leader in another developing trend: representing companies not headquartered in Texas in M&A activity. For example, the firm advised Denver-based MarkWest Energy Partners in its $20 billion sale to Marathon Petroleum in July. V&E also represented Bermuda-based C&J Energy Services and Antero Resources of Denver in transactions that involved no Texas companies.
Akin Gump (43), Baker Botts (41) and Latham & Watkins (36) were close behind in M&A deal count.
When it comes to the combined deal value, Latham lawyers based in Houston are the runaway leaders with $124.5 billion in M&A work. The firm’s Houston lawyers advised Energy Transfer Equity in its $37.7 billion acquisition of The Williams Companies in September. Latham also represented Energy Transfer Partners in its $18 billion purchase of Regency Energy in January.
Baker Botts is second in M&A deal value with $83 billion. Baker Botts’ lawyers advised Hunt Consolidated in its $19 billion acquisition of Oncor. Andrews Kurth is third with $79.4 billion.
Three law firms – Norton Rose Fulbright, Haynes and Boone and Jackson Walker – are handling a large number of M&A transactions for middle and upper middle market companies.
Akin Gump partner John Goodgame in Houston is this year’s busiest M&A lawyer so far. Goodgame, who represents energy companies and specializes in MLPs, has led or co-led 12 deals valued at $5.56 billion. The deals include Energy Transfer Partners’ $2 billion dropdown of Susser Holdings to Sunoco and Bison Midstream’s option to acquire a crude transmission project underway in the Williston Basin from a Summit Investments subsidiary for $35 million.
Winston Walp II, a partner in Norton Rose Fulbright’s Dallas office, ranks second in Texas lawyers advising in the most M&A deals. As of Sept. 30, Walp led nine real estate deals for Capital Senior Living Corporation, a Dallas-based senior living provider, in deals across the country that range between $13 million and $19 million in value.
Securities Offerings
The Corporate Deal Tracker shows that five law firms – Vinson & Elkins, Latham & Watkins, Baker Botts, Andrews Kurth and Akin Gump – completely rule the capital markets law practice in Texas.
V&E dominates the securities offering rankings. V&E capital market lawyers in Texas advised either issuers or underwriters in 93 offerings valued at $50.9 billion. V&E lawyers represented Columbia Pipeline, Occidental Petroleum and Plains All American Pipeline in billion-dollar-plus offerings.
Latham is second, representing 62 issuers or underwriters in offerings valued at $49.4 billion. Latham partners Debbie Yee and William Finnegan IV represented Energy Transfer Partners in three large securities offerings. Partners Ryan Maierson and Michael Dillard represented Southwestern Energy in three other offerings.
Andrews Kurth and Baker Botts tied for third with 44 securities offerings. Akin Gump ranks fifth by advising on 23 offerings.
While The Texas Lawbook’s Corporate Deal Tracker accounts for every transaction advised by lawyers who office in Texas, Mergermarket tracks deals involving Texas-based businesses.
Mergermarket League Table for Texas
Kirkland & Ellis, which has an office in Houston, represented 33 Texas companies valued at $28.8 billion during the first nine months of 2015, according to Mergermarket. The largest was Kirkland’s lead role representing Energy Future Holdings in the sale of Oncor in July, which was led by Kirkland partners Andrew Calder and Amber Meek.
Ranking second in deal count, according to Mergermarket, is Haynes and Boone, which advised in 31 different mergers, acquisitions and joint ventures. The deal value for the 31 deals is $2.9 billion. The Dallas-based law firm represented EV Energy Partners in its April sale to The Williams Partners, Utica Gas Services and M3 Midstream for $575 million.
While Haynes and Boone advised in a handful of large deals, it is clearly focused on middle market work.
The average value of Kirkland’s 33 deals is $872 million. The average value of HayBoo’s 31 transactions is $90 million, according to Mergermarket.
Haynes and Boone ranks sixth in The Texas Lawbook’s Corporate Deal Tracker. It should be noted that nine of Haynes and Boone’s M&A submissions have confidential or no dollar amount was disclosed. Kirkland’s Houston office has had four such transactions in 2015.
The Mergermarket data shows that nine of the 20 law firms handling the largest deals by dollar value involving Texas-based companies do not even have an office in Texas.
White & Case and Cravath, Swaine & Moore – two New York-based corporate law firms – rank first and second in the Mergermarket charts on deal value in which Texas-based businesses are the buyer or seller. Neither has an office in Texas.
White & Case advised Texas businesses in 13 transactions in 2015 valued at $90.7 billion. Cravath represented Texas companies in nine deals valued at $84.6 billion.
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