Thomas Laughlin, P.C.

Private Equity and Venture Capital; Mergers & Acquisitions

• Trinity Hunt Partners and its portfolio companies in various matters, including:
  
  • Improving’s acquisition of Leniolabs, a software development company
  • NexCore’s acquisition of DWC Mechanical, Inc., a Buffalo-based mechanical commercial HVAC services company
  • NexCore’s acquisition of Kennedy Mechanical and Ryan Plumbing & Heating, leading providers of commercial HVAC, plumbing, and fire protection services
  • its majority investment in Coker Group, a leading healthcare advisory firm
  • the formation of Springline Advisory, a contemporary business advisory platform focused on transforming the middle market accounting industry
  • Springline Advisory’s strategic investment in the advisory business of MarksNelson, an accounting, tax and advisory firm
  • Springline Advisory’s strategic investment in the advisory business of BGBC Partners, an accounting, tax and advisory firm
  • the closing of its first continuation fund, raising $618 million in commitments to support the acquisitions of Argano and Improving, two premier technology services companies, from Trinity Hunt Partners V, L.P., and a substantial pool of capital for follow-on investments to support the continued growth of the companies
• RedBird Capital Partners and its portfolio companies in various matters, including:
  • its investment in Go Rentals, the premier luxury car rental provider in the United States specializing in premium end-markets
  • its investment in Aero Centers, a platform of full-service FBOs
  • its investment in JetLinx Aviation, one of the largest Part-135 operators of private jets, and add-on acquisitions by JetLinx
  • its investment in Beta Technologies, a leading electric vertical takeoff and landing aircraft manufacturer
  • its investment in Verijet, a Part-135 charter operator focused on light jets
  • its affiliate RedStorm Energy Partners’s initial equity financing of RedElephant Resources, an upstream oil and gas exploration and production company, and RedElephant’s simultaneous acquisition of Elephant Resources
  • RedStorm’s initial equity financing of AEXA Digital Infrastructure
• Braemont Capital in various matters, including:
  • its acquisition of Loenbro, LLC, a provider of highly technical, specialized services to the data center, infrastructure and diversified industrial markets, from Tailwind Capital
  • its $125 million investment in Incline P&C Group, a premier insurance program market services firm
  • its growth equity investment in Vixxo Corporation, a leading provider of tech-enabled facilities maintenance services
  • its investment into RedTeam Software
  • RedTeam Software’s acquisition of PASKR
• HGGC and its portfolio companies in various matters, including:
  • Fullscript in its acquisition of Rupa Health, a leading platform for healthcare practitioners
  • its majority investment in Grand Fitness Partners, a franchisee within the Planet Fitness health club system
  • its $240 million joint investment in Fullscript with Snapdragon Capital Partners
  • Fulllscript’s acquisition of Emerson Ecologics
• Allied Industrial Partners LLC in various matters, including:
  • its strategic investment in Wall Recycling, LLC, a leading regional provider of solid waste hauling, disposal and recycling services
  • its strategic investment in Waste Eliminator, LLC, a leading regional provider of solid waste hauling, disposal and recycling services for commercial and industrial waste
  • its purchase of CAT Entertainment Services, a market leading provider of specialty mobile power generation, power distribution, and temperature control services
• Trive Capital Partners in various matters, including:
  • its acquisition of Ten Entertainment Group (LSE: TEG), a premier bowling and family entertainment center operator based in the United Kingdom
  • its $850 million sale of its portfolio company, NxEdge, Inc., an advanced manufacturing, cleaning, coating, and refurbishment business, to EnPro Industries, Inc. (NYSE: NPO), an industrial technology company
  • the formation of NuBridge Commercial Lending, a real estate platform focused on making first-lien, short-term bridge loans for commercial and multifamily properties across the United States
• Coastal Welding Supply in its definitive agreement to be acquired by American Welding & Gas, one of the nation’s largest independently owned producers and distributors of industrial, medical, beverage and specialty gases
• Rhodium Enterprises, Inc. on its proposed listing on NASDAQ through its definitive merger agreement with SilverSun Technologies, Inc. (NASDAQ: SSNT)
• Lux Vending LLC dba Bitcoin Depot® in its business combination with GSR II Meteora Acquisition Corp. (NASDAQ: GSRM), a special purpose acquisition company
• Executive Network Partnering Corp. (NYSE: ENPC), a special purpose acquisition entity, in its $1.3 billion business combination with Grey Rock Investment Partners, a Dallas-based investment firm, resulting in the formation of publicly traded Granite Ridge Resources, Inc.
• Maverick Ventures in SoftBank Vision Fund 2’s $300 million investment in LTK, a global influencer marketing platform
• Owl Rock Capital Group in its business combination agreement with Dyal Capital Partners and Altimar Acquisition Corporation, a special purpose acquisition company, to form Blue Owl Capital Inc., an alternative asset management firm
• Blue Owl Capital (NYSE: OWL) in its acquisition of Hong Kong-based Ascentium Group Limited
• MORSCO, a portfolio company of Advent International, in the acquisitions of:
  • Murray Supply Company
  • DeVore & Johnson
  • Fortiline Waterworks, a portfolio company of CHS Capital and one of the largest U.S. waterworks distributors*
• Daseke, Inc., in various acquisitions of flatbed, specialized transportation, open deck and/or heavy haul carrier trucking services and logistics businesses*
• Dart Container Corporation in the $1 billion acquisition of Solo Cup Company*
• Selling owner in its sale of Muti-Chem Group to Halliburton Company*

Energy & Infrastructure

• Tailwater Capital, together with its upstream platform, Tailwater E&P, in its acquisition of a Permian Basin non-operated asset package from Accelerate Resources, including 5,000+ net leasehold acres
• Warwick Capital Partners and GRP Energy Capital in its purchase and sale agreement to sell certain mineral and royalty interests to Viper Energy Partners LP, a subsidiary of Diamondback Energy, Inc., for aggregate consideration of approximately $1 billion, consisting of 9.02 million Viper common units and $750 million in cash
• Civitas Resources Inc. (NYSE: CIVI) in various matters, including:
  • its approximate $2.1 billion agreement with Vencer Energy, a Vitol investment, to acquire oil producing assets in the Midland Basin of West Texas
  • its $2.45 billion definitive agreement to acquire oil producing assets in the Delaware Basin from Tap Rock Resources, a portfolio company of NGP Energy Capital Management
  • its $2.25 billion definitive agreement to acquire oil producing assets in the Midland Basin from Hibernia Energy III, a portfolio company of NGP Energy Capital Management
• Verdad Oil & Gas Corporation in its formation of Verdad Resources Holdings LLC (Verdad) in partnership with funds managed by Ares Management, L.P. (Ares) and Tailwater Capital (Tailwater)*, and Verdad in various matters, including its acquisition of Denver-Julesburg basin assets from Carrizo Oil & Gas Inc.
• The management team of Cureton Holdco, LLC (Cureton) in connection with its initial equity commitments from Ares and Tailwater
• Cureton in various matters, including its subsidiary Cureton Front Range LLC’s (CFR) acquisition of a portfolio of midstream assets from Aka Energy Group and the sale of CFR to Williams Field Services Group, LLC, a subsidiary of The Williams Companies, Inc.
• Blackstone Energy Partners (BEP) and its portfolio companies in various matters, including:
  • the $788 million acquisition of leasehold interests and related oil, gas and infrastructure assets from Primexx Energy Partners, a BEP portfolio company, by Callon Petroleum Company
  • the acquisition of certain mineral and royalty interests by Viper Energy Partners LP (Viper), a subsidiary of Diamondback Energy, Inc., from Swallowtail Royalties I and Swallowtail Royalties II, each BEP portfolio companies, in exchange for 15.25 million common units representing limited partnership interests in Viper and approximately $225 million in cash
• Vortus Investments (Vortus) in various matters, including its partnership with Flat Creek Resources LLC to development existing oil-rich assets in Eddy County, New Mexico in the Delaware Basin through Stateline Operating LLC
• Apollo Global Management, LLC (and/or its managed and advised funds) (Apollo) in various matters, including:
  • the formation by Apollo’s portfolio company Double Eagle Energy Holdings III LLC of a new pure-play Midland Basin joint venture with FourPoint Energy named DoublePoint Energy, LLC, with over 70,000 acres in Midland, Glassock, Martin, Howard, Upton and Reagan Counties, Texas*
  • the investment in Apollo’s portfolio company Double Eagle Energy Permian by Magnetar Capital of $450 million in equity and delayed draw unsecured debt capital*
  • the merger of Apollo’s portfolio company Double Eagle Energy Holdings with Veritas Energy Partners Holdings LLC, creating one of the largest pure play exploration and production companies focused on the Permian’s Midland Basin*
  • its acquisition of a majority interest in Tidewater Logistics, a leading provider of hydraulic fracturing sand supply chain solutions*
• Riverstone Holdings LLC (Riverstone) and its portfolio companies in various matters, including:
  • its $200 million line of equity commitment to Abaco Energy Technologies Holdings (Abaco), a newly formed company targeting oil services investments*
  • Abaco’s acquisition of Basintek LLC, a manufacturer and distributor of power section rotors and stator*
  • its $600 million line of equity commitment to Fieldwood Energy LLC (Fieldwood), an oil and gas company focused on the acquisition and development of conventional oil and gas assets*
  • Fieldwood’s $3.75 billion acquisition of Apache Corporations’s assets in the Outer Continental Shelf of the Gulf of Mexico*
  • its $200 million equity commitment to Castex Energy, an oil and gas company focused on Louisiana and the Gulf of Mexico Shelf*
  • its acquisition of Utex Industries, a designer and manufacturer of sealing products for a wide range of applications in the energy sector, from the Rhone Group*
  • its $775 million sale of Titan Specialties Ltd., a provider of engineered hardware used in the drilling, completion, and maintenance of oil and gas wells, to Hunting PLC*
• Oaktree Capital Management, L.P. and its managed and advised funds (Oaktree) in various matters, including:
  • its $600 million line of equity commitment to Charger Shale Oil Company, an oil and gas company focused in the Permian Basin (Charger)*
  • Charger’s formation of Culberson Midstream LLC, a joint venture with Producers Midstream, LP, a portfolio company of Tailwater Capital, providing midstream solutions for gas, oil and water in the Delaware Basin*
• TPG Capital (TPG) and its portfolio company Jonah Energy LLC (Jonah) in various matters, including:
  • the initial formation of Jonah
  • Jonah’s $1.8 billion acquisition of natural gas properties in Wyoming’s Jonah field from Encana Corporation*
  • Jonah’s $580 million acquisition of natural gas and oil producing properties in the Jonah and Pinedale fields and surrounding area from LINN Energy*
• Freestone HoldCo, a Tailwater portfolio company, in various matters, including its growth equity investment in Momentum Technologies, a battery and rare earth magnet recycling company
• Santa Fe Midstream, a portfolio company of Energy Spectrum, on its sale of Permian Basin gas gathering and processing assets to Stakeholder Midstream
• Sentinel Midstream, a portfolio company of Cresta Fund Management, in various matters, including:
  • Texas GulfLink, its proposed Deepwater Crude Oil Export Terminal located near Freeport, Texas, and related midstream infrastructure projects
  • its agreements with Freepoint Commodities in furtherance of Texas GulfLink
• Denbury Inc. (NYSE: DEN) and its predecessor entity in various matters, including:
  • the restructuring of its long-standing pipeline arrangements with Genesis Energy, L.P. (NYSE: GEL)
  • the prepackaged Chapter 11 cases of Denbury and 17 of its affiliates in the United States Bankruptcy Court for the Southern District of Texas
  • its $1.05 billion acquisition of assets in the Cedar Creek Anticline of Montana from a wholly owned subsidiary of ConocoPhillips Company*
  • its $1.6 billion sale of Bakken assets to ExxonMobil and its wholly owned subsidiary XTO Energy*
• Wing Resources LLC and Wing Resources II LLC, portfolio companies of Natural Gas Partners, in the sale of Midland Basin oil and gas mineral interests to Alliance Resource Partners LP
• Red Wolf Natural Resources, a portfolio company of Pearl Energy Investments, in its acquisition of 56,000 net acres and associated production in Oklahoma’s SCOOP, STACK and Merge plays and in the broader Anadarko Basin
• Canada Pension Plan Investment Board in various matters, including:
  • its partnership with IKAV to acquire Aera Energy, California’s second largest oil and gas producer
  • its $1 billion equity commitment to form Encino Acquisition Partners, which will focus on U.S. oil and gas acquisition opportunities*
• Quantum Energy Partners in its $300 million line of equity commitment/joint venture partnership with Tug Hill Operative, Inc. to engage in the acquisition, development, and exploitation of conventional and unconventional oil and gas assets*
• Various matters related to Gravity Oilfield Services Inc. (Gravity) and its predecessor entities and their affiliates, including:
  • Gravity’s acquisition of McKenzie Energy Partners, LLC*
  • Gravity’s sale of its well servicing division to Brigade Energy Services, LLC, a portfolio company of Turnbridge Capital Partners*
  • Gravity’s acquisition of West Texas H20, LLC, an established Permian Basin-based fresh and produced solutions provider*
  • the formation of Gravity by Clearlake Capital Group, L.P. (Clearlake), via the merger of two established oilfield services providers in the Permian Basin, Globe Energy Services, LLC (Globe) and Light Tower Rentals, Inc., each of which were Clearlake portfolio companies*
  • Globe in its recapitalization led by Clearlake in partnership with Globe’s management team and other existing stakeholders
  • Globe in the acquisition of Paul Musslewhite Trucking Co., and its affiliated subsidiaries, provider of fluids management services in the Permian Basin*
  • Altpoint Capital Partners in its $50 million investment in Globe*

*Prior to joining Kirkland

Senior Associate, Vinson & Elkins LLP