Stephen M. Jacobson, P.C.

Mergers & Acquisitions

• Legence, a Blackstone portfolio company, in its acquisition of A.O. Reed & Co., a leading specialty mechanical contractor focused on decarbonizing the built environment
• NexTier Oilfield Solutions, Inc. (NYSE: NEX) in its $5.4 billion merger of equals with Patterson-UTI Energy, Inc. (NASDAQ: PTEN)
• Express in its acquisition of Bonobos from Walmart
• Oak Street Health in its $10.6 billion sale to CVS Health
• Paya Holdings Inc. in its sale to Nuvei Corporation for approximately $1.3 billion
• Atlas Technical Consultants, Inc. in its $1.05 billion sale to GI partners
• Archaea Energy Inc. in its $4.1 billion sale to bp p.l.c.
• EQT Corporation in its $5.2 billion acquisition of Tug Hill’s upstream assets and XcL Midstream’s gathering and processing assets
• Ping Identity in its $2.8 billion sale to Thoma Bravo
• Datto in its $6.2 billion sale to Kaseya
• Special Committee of ProFrac Holding Corp.’s Board of Directors in the all-stock acquisition of U.S. Well Services, Inc.
• Allegion plc in the $900 million acquisition of Stanley Access Technologies, a carveout divestiture from Stanley Black & Decker
• Owens & Minor, Inc. in its $1.6 billion acquisition of Apria, Inc.  
• Alamo Frac Holdings and Alamo Pressure Pumping on the carveout sale of their pressure pumping business to NexTier Oilfield Solutions, Inc.
• Oak Street Health in its acquisition of RubiconMD
• Special Committee of the Board of Directors of State Auto Financial Corporation in the sale of State Auto Financial and State Automobile Mutual Insurance Company to Liberty Mutual, valuing STFC at approximately $2.3 billion
• Penn Virginia Corp. in its $370 million merger with Lonestar Resources US Inc.
• Extraction Oil & Gas, Inc. in Civitas Resources, Inc.’s $4.5 billion acquisition of Crestone Peak Resources
• Indigo Natural Resources LLC in its $2.7 billion merger with Southwestern Energy Company
• Penn Virginia Corporation in Juniper Capital Advisors, L.P.’s $188 million strategic investment in the company
• LyondellBasell on its joint venture with Sasol
• ChampionX Corporation in the executive compensation and employee benefit aspects of the merger of its subsidiary with the upstream energy business of Ecolab Inc. in a transaction valued at $4.4 billion

Private Equity Transactions

• I Squared Capital in its acquisition of a majority interest in the Whistler Pipeline
• Quantum Energy Partners in its $500 million equity commitment to form Bison Oil & Gas Partners IV
• EIV Capital in its equity commitment to Intensity Infrastructure Partners
• Trinity Hunt Partners in its strategic investment in the advisory business of MarksNelson, an accounting, tax and advisory firm
• Tailwater Capital in its equity commitment to form Renovo Resources
• Kimmeridge in its $200 million investment in Chestnut Carbon
• Greenbelt Capital Partners in its investment in ION Solar
• Braemont Capital in its investment into RedTeam Software
• Ares’s Infrastructure & Power strategy in its acquisition of a majority stake in Apex Clean Energy
• Stonepeak Partners LP in the formation of Levo Mobility
• Tailwater Capital in its acquisition of NorTex Midstream
• The Rise Fund, a TPG-managed global impact fund, in its acquisition of Element Markets
• Blackstone Energy Partners in its acquisitions of Therma Holdings and RE Tech Advisors
• Energy Capital Partners in the acquisition of Liberty Tire Recycling from The Carlyle Group
• Trilantic North America in its acquisition of a controlling interest and significant equity funding for Powin Energy
• Pike Corporation in connection with a majority investment by Lindsay Goldberg
• Ares Management in the negotiation of employment and incentive arrangements
• Vortus Investments on its partnership with Alchemist Energy

De-SPAC Transactions

• Lux Vending LLC dba Bitcoin Depot® in its business combination with GSR II Meteora Acquisition Corp. (NASDAQ: GSRM), a special purpose acquisition company
• Rice Acquisition Corp. II (NYSE: RONI) in its $1.459 billion combination with NET Power (NYSE: NPWR)
• BigBear.ai (NYSE: BBAI) on its $1.378 billion business combination with GigCapital4, Inc. (NASDAQ: GIGGU, GIG, GIGGW)
• Redwire (NYSE: RDW) on its $615 million business combination with Genesis Park Acquisition Corp. (NYSE: GNPK)
• AEA-Bridges Impact Corp. (NYSE: IMPX) on its merger with LiveWire, Harley-Davidson’s (NYSE: HOG) electric motorcycle division 
• Rice Acquisition Corp. (NYSE: RICE) on its $1.15 billion business combination with Aria Energy LLC and Archaea Energy LLC to form Archaea Energy (NYSE: LFG)
• Star Peak Corp II (NYSE: STPC) on its $1.35 billion business combination with Benson Hill, Inc.
• ACON S2 Acquisition Corp. (NASDAQ: STWO) on its business combination with ESS Tech, Inc.
• Sustainable Opportunities Acquisition Corporation (NYSE: SOAC) on its $2.9 billion business combination with DeepGreen Metals Inc.
• Peridot Acquisition Corp. (NYSE: PDAC) on its $1.67 billion combination agreement with Li-Cycle Corp.
• ArcLight Clean Transition Corp. (NASDAQ: ACTCU, ACTC and ACTW) on its $1.6 billion business combination with Proterra Inc.
• Star Peak Energy Transition Corp. (NYSE: STPK) on its $1.35 billion business combination with Stem, Inc.
• Paya – (NASDAQ: PAYA) in its $1.3 billion business combination with FinTech Acquisition Corp. III (NASDAQ: FTAC)

Initial Public Offerings

• Various clients, including Integral Ad Science (NASDAQ: IAS), Agiliti, Inc. (NYSE: AGTI), Pharvaris (NASDAQ: PHVS), Vine Energy Inc. (NYSE: VEI), Shoals Technologies (NASDAQ: SHLS), Maravai Life Sciences (NASDAQ: MRVI), Array Technologies (NASDAQ: ARRY), Oak Street Health (NYSE: OSH), Datto Holding Corp. (NYSE: MSP), JAMF Software (NASDAQ: JAMF), Berry Corporation (NASDAQ: BRY), Mach Natural Resources LP (NYSE: MNR), Nine Energy Service, Inc. (NYSE: NINE), Ramaco Resources Inc. (NASDAQ: METC) and Kodiak Gas Services, Inc. (NYSE: KGS) in the executive compensation aspects of their initial public offerings

Restructuring Transactions

• Various clients, including David's Bridal, LLC, Aearo Technologies LLC, Chesapeake Energy Corporation (NYSE: CHK), Denbury Resources Inc. (NYSE: DEN), Extraction Oil & Gas, Inc. (NASDAQ: XOG) and BJ Services, LLC, in the executive compensation aspects of their Chapter 11 filings