Kirkland partners Sean Wheeler and Debbie Yee, who have worked together for a decade, spoke with Texas Lawyer regarding their leadership of teams that negotiated definitive agreements on three deals in early July.
What You Need to Know
- Three transactions that started at different times reached definitive agreements in early July.
- Debbie Yee was in Curacao and Sean Wheeler was in Colorado while leading the deal teams.
- Wheeler said it's the first time three of his deals closed in such quick succession, but he's ready to do it again.
Kirkland & Ellis partners Sean Wheeler and Debbie Yee recently closed three deals within four business days—a record for the Houston M&A attorneys, who have worked together for most of the last decade. And they did it while on vacation.
“The only way we were able to do it is Deb and I and the rest of the team share responsibility,” Wheeler said.
While each of the three deals progressed along a different timeline, they all started accelerating right around the same time before closing in early July.
“The last week leading up to signing the deals, we were working on all three pretty actively,” Yee said. “That’s where it’s so helpful to have a partner like Sean to work together with on these transactions.”
Wheeler and Yee and a Kirkland team represented HealthCor Catalio Acquisition Corp., a special purpose acquisition company, in its $580 million combination with medical device companies Hyperfine and Liminal Sciences. The companies came to a definitive agreement July 7.
The duo and their team also represented Penn Virginia Corp. in its definitive merger agreement with Lonestar Resources US to acquire Lonestar in an all-stock transaction valued at about $370 million. The agreement was signed July 10.
Last but not least, Kirkland represented Ivanhoe Capital Acquisition Corp, a public SPAC, which reached a definitive agreement July 12 to combine with SES Holdings, a manufacturer of high-performance lithium-metal rechargeable batteries for electric vehicles. The deal created a company valued at about $3.6 billion.
According to Wheeler, he and Yee started working on the Ivanhoe deal back in February, and the HealthCor transaction two or three months ago. The Penn Virginia deal moved quickly after getting into gear about three weeks before it was signed, he said.
The HealthCor deal was “orderly” and “methodical,” Wheeler said, but separate issues arose in the other two that came down to the wire, although they were ultimately resolved. Yee said they can’t yet discuss specific late-hour challenges with the deals, except to say that in one there were “typical business valuation issues that always come up.”
Wheeler was working from Colorado in the crucial days prior to the closings, while Yee was on a family vacation in Curacao, where she worked on the deals despite spotty cellphone service. At one point, Yee said, she had to message some clients using WhatsApp, because it was her only functional option.
Because it’s hard to predict when deals will come together, Wheeler said, it’s not unusual for M&A partners to have to work on holidays or while on vacation.
Wheeler joined Kirkland in 2018 from Latham & Watkins’ Houston office. At the time, he tried to persuade Yee, his former associate, to move with him, but it wasn’t a good time for her. Yee, formerly a Latham partner, made the move in 2019.
While announcing three deals so close together is unusual, Wheeler wouldn’t mind if it happens again. At the moment, he said, he and Yee have a number of matters percolating, but they aren’t likely to play out the same way.
“It’s very exhilarating,” he said of the busy week. “I’ve loved it. If I could do that every week, I would.”
Yee said it’s been a very busy time for corporate lawyers, noting that she’s working on four or five M&A transactions at the moment, plus some initial public offerings.
“In my 14 years of practice, I can’t remember a busier time for myself,” she said.