Carrizo makes bolt-on Eagle Ford acquisition

Carrizo Oil & Gas Inc. has agreed to acquire Eagle Ford Shale properties from an affiliate of Sanchez Energy Corp. for $181 million in cash, subject to customary closing adjustments. The bolt-on acquisition adds approximately 15,000 net acres located primarily in the core volatile oil window of the Eagle Ford Shale in LaSalle, Frio, and McMullen counties, TX. Estimated net production from the assets during September was approximately 3,100 Boe/d (61% oil) from 112 gross (93 net) wells. Net proved reserves, based on Carrizo's internal estimates, reached 14.5 MMBoe (71% oil, 56% developed). The acreage is 100% operated with no additional drilling requirements. Following the closing of the transaction, Carrizo will hold over 100,000 net acres in the Eagle Ford Shale, concentrated in LaSalle, McMullen, and Atascosa counties. Based on the company's current development spacing assumptions, which include only a single layer within the Lower Eagle Ford Shale, the acquisition increases Carrizo's drilling inventory in the play to approximately 1,100 net locations. The transaction is expected to close by mid-December, 2016. Carrizo plans to fund the acquisition with approximately $225 million (before underwriters' discounts and commissions and estimated offering expenses) from a newly-announced equity offering of six million shares (not including an overallotment of 900,000 million shares).

Concho Resources completes Midland Basin asset acquisition

Concho Resources Inc. completed its previously announced acquisition of approximately 40,000 net acres in the core of the Midland Basin from Reliance Energy for approximately $1.625 billion. The acquired assets, which are located in Andrews, Martin and Ector counties in Texas, include production of 10 MBoepd, comprised of 67% crude oil. Concho is currently running one rig on the acquired assets and plans to add a second rig in early 2017. The company completed its previously announced redemption of the entire outstanding principal amount of $600 million of its 7.0% Senior Notes due January 2021. Pro forma for the notes redemption, closing of the previously announced common stock offering and closing of the Reliance acquisition, Concho had long-term debt of approximately $2.7 billion as of June 30, 2016, representing a $0.9 billion reduction in long-term debt since June 30, 2015. Additionally, the Company's pro forma liquidity totaled approximately $2.5 billion as of June 30, 2016, which reflects its undrawn revolving credit facility with total capacity of $2.5 billion.

Resolute Energy makes $135M Delaware Basin acquisition

Resolute Energy Corp. entered into a definitive agreement with Firewheel Energy LLC, a portfolio company of EnCap Investments, to acquire certain oil and gas properties located in Reeves County, Texas, for a purchase price of $135 million. The Firewheel Properties consist of 3,293 net acres in the Resolute's Delaware Basin operating area, and include interests in 13 horizontal and 15 vertical wells, which produce approximately 1,200 net Boe per day. Approximately 95% of the acreage and substantially all of the production and proved reserves are located within the Resolute-operated Mustang project area in Reeves County. The remainder of the acreage is also in Reeves County. The Firewheel Properties contain estimated proved reserves of 6.2 MMBoe with PV-10 of $45.8 million, using strip pricing at June 30, 2016. The acquisition also includes Firewheel's interest in the Earn-Out Agreement (to which Resolute is also a party) with Caprock Permian Processing LLC and Caprock Field Services LLC. Following the closing of the acquisition, Resolute will receive 100% of all payments from Caprock under the Earn-Out Agreement. According to Richard Tullis of Capital One Securities, the price equals roughly 15% of Resolute's enterprise value, and the deal boosts the company's production by approximately 7%. The transaction was funded with a concurrent $55 million cumulative perpetual convertible preferred stock offering (+$7.5MM over-allotment option), Tullis noted. Overall the deal price "equates to ~$27K/acre after adjusting for the 1.2 Mboe/d assuming $60K per bbl/d for oil and $4K per Mcf/d for gas," he said. BMO Capital Markets and Petrie Partners LLC acted as financial advisors to Resolute.

SandRidge Energy emerges from Chapter 11

SandRidge Energy Inc. has emerged from Chapter 11, having satisfied all the necessary provisions of its Plan of Reorganization. SandRidge received approval to relist on the New York Stock Exchange and resumed trading of newly issued common stock on October 4, 2016, under the ticker symbol "SD". Combining its unrestricted cash balance with the availability under its first lien credit facility following emergence, SandRidge exits its restructuring with approximately $525 million in total liquidity. SandRidge's new capital structure consists of a $425 million first lien revolving credit facility (RBL) (maturing in 2020) and approximately $282 million in mandatorily convertible notes, bearing no interest and converting at any time at the option of the holders or mandatorily at the earlier of certain events or four years from the effective date of the Plan. SandRidge's pre-petition second lien secured and general unsecured claim holders receive 100% of the newly issued common equity. Approximately $3.7 billion in pre-petition funded debt has been eliminated, in large part, through the equitization of debt. SandRidge has appointed a new consisting of five members: James Bennett, Michael Bennett, John Genova, William (Bill) Griffin, and David Kornder.

Basic Energy initiates Chapter 11 Proceedings

Basic Energy Services Inc. and certain subsidiaries have filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the District of Delaware to pursue a prepackaged plan of reorganization in accordance with its previously announced restructuring support agreement (RSA) with creditors to effectuate a comprehensive balance sheet restructuring. The RSA and Prepackaged Plan provides for a deleveraging transaction pursuant to which Basic will improve its balance sheet by equitizing over $800 million of its existing unsecured bond obligations and will bolster its liquidity position through a $125 million rights offering for mandatorily convertible debt, to be backstopped by certain unsecured noteholders. Basic's prepetition secured term loan lenders and certain of its unsecured bondholders have also agreed, subject to the Court's approval, to provide a $90 million debtor-in-possession credit facility to help fund the costs of the restructuring. Pursuant to the RSA, 100% of Basic's prepetition secured term loan lenders and holders of over 80% of its 7.75% senior notes due 2019 and 7.75% senior notes due 2022 have agreed to vote in favor of the Prepackaged Plan. Basic will continue to operate the business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and expects to continue existing operations and maintain staffing and equipment as normal throughout the court-supervised financial restructuring process. To support and effect the restructuring, Basic has retained Weil, Gotshal & Manges LLP as legal counsel and Moelis & Company as financial advisor. The company engaged David Johnston of AP Services LLC (and a managing director at AlixPartners LLP) as Chief Restructuring Officer. The RSA anticipates that the restructuring would be implemented through the Prepackaged Plan, which remains subject to Bankruptcy Court approval and the satisfaction of conditions laid out in the Prepackaged Plan.

SM Energy to divest certain Williston basin assets

SM Energy Company has engaged Petrie Partners to explore a sale of certain leasehold assets in the Williston Basin. The assets to be sold include approximately 54,500 net acres, consisting of the Raven/Bear Den acreage and effectively all lease-holdings in the basin outside of the Company's Divide County program. The company plans to focus on assets in the Permian Basin and operated Eagle Ford. Separately, the company has closed on previously announced divestitures of assets located in New Mexico, North Dakota, Montana, and Wyoming, with associated net production of approximately 3,300 Boe per day, for net proceeds after purchase price adjustments and fees of approximately $186.7 million. Additionally, the company closed the previously announced acquisition of 24,783 net acres in Howard County, Texas, from Rock Oil Holdings LLC for $980 million, before customary purchase price adjustments. The largely contiguous acreage position expands the company's Midland Basin footprint to approximately 46,750 net acres. The effective date of the transaction is September 1, 2016, and the company's preliminary estimate of net production from the acquired acreage for the month of September is approximately 5,300 Boe per day (3-stream). Subsequent to the close of the transaction and as part of the regularly scheduled redetermination process under its credit agreement, the company's borrowing base has been increased to $1.35 billion, with bank commitments of $1.25 billion.

OSG board approves spin-off of international business

The board of directors of Overseas Shipholding Group Inc. has approved the previously announced plan to separate its international and domestic businesses into two independent, publicly traded companies: Overseas Shipholding Group and International Seaways. Upon separation, International Seaways will own and operate a large fleet of international crude and product tankers. OSG will consist of the currently existing US Flag business, which operates a fleet of tankers and ATBs in the blue water Jones Act market. International Seaways has reserved the stock symbol INSW on the New York Stock Exchange, while OSG will maintain the symbol OSG on the NYSE. The spin-off and timing remains subject to the satisfaction of various conditions, including the effectiveness of the Registration Statement on Form 10. OSG may, at any time, decide to abandon the spin-off.

Gunvor secures $500M facility to support Houston-based trading office

Gunvor USA LLC has secured a US$500 million borrowing base credit facility to support the company's newly established operations in the US. Gunvor USA LLC has opened an office in Houston, Texas that initially will be trading refined products, natural gas, and asphalt/bitumen. The new facility is jointly lead-arranged by Coöperatieve Rabobank U.A., New York Branch, which will also serve as administrative agent, and ABN Amro Capital USA LLC. The other lenders are ING Capital LLC, Natixis, New York Branch, Société Générale and Credit Agricole Corporate and Investment Bank. As part of its establishment in the US, Gunvor USA has initiated a relationship with Bank of Texas, Houston Branch, part of the larger BOKF, NA bank network. Bank of Texas has been appointed as Gunvor USA's primary cash management bank. Gunvor USA LLC is a wholly-owned indirect subsidiary of Gunvor Group Ltd., one of the largest independent energy commodity traders in the world. In 2015, the Group generated US $64 billion in revenue and moved 180 million MT of physical energy and commodities.

Tiger Rentals closes $135M financing

Tiger Rentals Group LLC has closed on $135 million in financing, consisting of a $110 million senior first lien term loan with Orion Energy Partners LP and a $25 million working capital revolving credit facility with JPMorgan Chase Bank NA. Tiger Rentals provides equipment rental and safety services to the energy industry. Tiger is a wholly owned subsidiary of The Modern Group Ltd. JP Morgan acted as exclusive placement agent to Tiger Rentals in connection with the term loan from Orion Energy and Kirkland & Ellis LLP acted as legal advisor to Tiger Rentals. Latham & Watkins LLP acted as legal advisor to Orion Energy.

Fluid Delivery Solutions acquires Raging Bull Oilfield Services

Fluid Delivery Solutions LLC (FDS), a provider of oilfield water management services in the Permian, Eagle Ford, Marcellus, and Utica basins, has acquired Raging Bull Oilfield Services LLC, a water transfer and equipment rental business focused on the Permian basin. Raging Bull represents FDS's second acquisition in the Permian basin and third of 2016. Fort Worth, Texas-based FDS is a portfolio company of Trilantic North America, a private equity firm.

Arsenal completes Kel-Tech sale

Arsenal Capital Partners has completed the sale of its portfolio company Kel-Tech Inc., a manufacturer and supplier of specialty chemical products and services for onshore production, field stimulation, and drilling applications throughout the United States, to Clariant Corp. Financial terms of the transaction were not disclosed. Jones Day LLP acted as legal advisor to Arsenal and Kel-Tech.

Tailwater Capital commits $100M to form Producers Midstream

Tailwater Capital LLC, an energy-focused private equity firm based in Dallas, has made an initial equity commitment of $100 million to Producers Midstream LP, a newly-formed portfolio company that will provide creative midstream infrastructure solutions to upstream operators across various basins. Producers Midstream has a broad geographic scope, but will initially focus on greenfield and strategic acquisition opportunities in Texas, Oklahoma, and New Mexico. Producers Midstream is led by CEO, Jim Bryant. Bryant has more than 50 years of experience in the oil and gas business, specifically in the engineering, development and management of midstream facilities. He was a co-founder of several midstream companies including Endevco Inc., Regency Gas Services LLC and Cardinal Midstream LLC. Tailwater Capital was advised by Locke Lord LLP on this transaction and Producers Midstream LP was advised by Mack Matheson & Marchesoni PLLC and Stephens Inc.

Hastings Equity sells Southern Petroleum Laboratories

Hastings Equity Partners, a private equity firm focused on investing in lower middle-market energy services and equipment companies, has sold Southern Petroleum Laboratories Inc. (SPL) to Industrial Growth Partners (IGP). A San Francisco-based specialist private investment partnership, IGP focuses exclusively on investing in middle-market companies in the industrial sector. The company has raised $2.2 billion of equity capital since its inception in 1997. Based in Houston, Texas, SPL is an independent provider of outsourced hydrocarbon measurement, analysis, and reporting services for oil and gas production. Hastings purchased a majority interest in SPL in the summer of 2014, in addition to various funds advised by Jordan/Zalaznick Advisers Inc. and The Edgewater Funds. The 2014 sale was the first exit from Hastings Fund III, which closed on $172 million in late 2014. Harris Williams & Co. served as exclusive financial advisor to SPL for the transaction, and Locke Lord, LLP served as legal counsel to the shareholders of SPL in the transaction.

Ranger Energy Services acquires Bayou Workover Services

Houston, TX-based Ranger Energy Services LLC has acquired Bayou Workover Services LLC, a privately held oilfield services company providing workover, plug and abandonment, and fluid management services in the Rockies and Williston basin. This acquisition follows the recent acquisition by Ranger's financial sponsor CSL Capital Management, LLC (CSL) of Magna Energy Services LLC. The combination of the two acquisitions with Ranger expands Ranger's geographic coverage as well as diversifies its service line offerings. Ranger will now be able to support its customer base with superior service quality across the most prolific liquids-rich basins in the U.S. with a fleet of 70 high-specification workover rigs. Scott Milliren, Ranger's founder and CEO, will serve as Ranger's chairman. Brett Agee, formerly CEO of Bayou, will serve as Ranger's CEO and Dennis Douglas, previously CEO of Magna, will serve as Ranger's COO.

Luxe Energy raises $524M though NGP

Luxe Energy LLC has raised approximately $524 million of new equity commitments from NGP through NGP Natural Resources XI LP, the most recent NGP private equity fund focused on natural resources, and the Luxe management team. Luxe's strategy is to acquire unconventional oil properties in oil and liquids rich basins throughout the United States. Austin, Texas-based Luxe recently divested its Delaware Basin assets to a subsidiary of Diamondback Energy Inc. for $560 million.

Archeio unveils well file SaaS offering

Archeio Technologies, a provider of software and services to the upstream oil and gas industry, has unveiled software after a year of product development, in which time the Dallas-based startup raised approximately $1 million of funding (through seed funding and venture-backing) and inked contracts with energy companies. Archeio developed a new way for oil & gas operators to search, manage, and analyze oilfield data. The company's software is being used to manage data for thousands of wells across North America for operating companies, including Parsley Energy. The software-as-a-service (SaaS) offering applies algorithms to classify and structure well files. Additionally, the solution features map visualization and data analytics to display data in a variety of ways. The cloud-based software serves as a centralized hub for companies to share well information with partners, investors, and contractors.

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