Tag Archives: M&A

Olin and Huntsman to combine in all-stock merger

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Olin has agreed to acquire Huntsman, based in The Woodlands, in an all-stock transaction that values Huntsman at $2.43 billion.

Olin shareholders will own 54.5% of the combined entity, Huntsman investors 45.5%. The combined company will be called OlinHuntsman and will have its headquarters in The Woodlands. Olin is currently based in St Louis, Mo.

Both companies are in chemicals. Olin is more upstream and is a market leader in the production of chlorine and caustic soda. Huntsman’s strengths are downstream products in the chlorine chain and more formulation and application expertise. Olin will gain expanded outlets for its chlorine, Huntsman will gain access to cheaper chlorine inputs.

The two companies agreed to an at-the-market exchange ratio using volume-weighted average prices over the 30 days to June 12. That smooths out the recent drop in Olin’s stock price and penalizes Huntsman whose stock has risen over the past month. As a result, Olin’s offer values Huntsman at $13.85 a share, nearly 13% below Monday’s close of $15.89.

Synergies

The company will have combined revenues of $12.5 billion and proforma EBITDA of $1.3 billion after assuming $400 million in synergies. Synergies will come from

  • $150 million – elimination of duplicate corporate costs.
  • $75 million – raw material savings from scale and sourcing.
  • $75 million – asset optimization.
  • $100 million – additional raw material savings from 2031 onwards as existing Huntsman supply contracts expire and transfer to Olin.

Ken Lane, CEO of Olin, will become the CEO of the combined group, while Phil Lister, CFO of Huntsman, will be the combined CFO. Peter Huntsman, current CEO of Huntsman, will become the non-exec Chair, while Todd Slater, CFO of Olin, will serve as the Chief Integration Officer.

There have been a couple of other deals completed recently where the Houston company was acquired but the headquarters ended up remaining in Houston notably, the Devon and Coterra merger and Chesapeake’s acquisition of Southwestern Energy.

The deal is expected to close in the first half of 2027.

Investor Presentation – OlinHuntsman

 

Weatherford to acquire NCS Multistage for $126 million

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Weatherford International has agreed to buy NCS Multistage for $126 million in a cash-and-stock deal. Both companies have their headquarters in Houston. Weatherford is based in the Galleria area and has a market cap of $7.5 billion. NCS has its headquarters in NW Houston off Highway 249.



NCS Multistage manufactures products used in the fracking of rock, primarily sliding sleeves and downhole frac isolation assembly systems. These products allow predictable, repeatable proppant placement. For 2025, the company had revenues of $184 million, of which 58% came from Canada.

Consideration

Under the terms of the agreement, NCS Multistage stockholders can elect to receive either 0.554 shares of Weatherford common stock at closing, or a combination of 0.239 shares of Weatherford common stock and a cash amount equal to 0.137 shares of Weatherford common stock at closing.

On a blended basis, Weatherford expects to pay the equivalent of 0.463 of its shares for each NCS share, with roughly 20% of the consideration in cash. The stock price for Weatherford when the deal was announced was $103.64. With 2.629 million NCS shares outstanding, this gives an acquisition price of $126 million. It should be noted that NCS has a net cash of $27 million at the end of the first quarter.

History

NCS was formed in 2006 and went public in 2017 with a stock price of $17 per share. Shortly after going public, the market cap rose over $1 billion, before crashing in 2019. The current stock price is $46.51 but that is after a 1-for-20 reverse stock split completed in 2020 (i.e, on a like-for-like basis, the IPO price was $340).

Advent International, a private equity firm based in Boston, own over 50% of the stock of NCS. They first invested in the company in 2012. Presumably, they pushed for a sale.

Annual cost synergies are expected to be at least $15 million and be realized within 18 months of closing, which is expected in the second half of 2026.

SEC filing – Weatherford to acquire NCS

Hornbeck to go public via merger with Helix Energy

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Helix Energy Solutions and Hornbeck Offshore Services have agreed to merge in an all-stock transaction that values the combined business at around $4 billion.




Hornbeck was a public company between 2004 and 2019. It filed for Chapter 11 bankruptcy in 2020. It was planning to come back to the public markets via an Initial Public Offering. Instead, it has agreed a merger with Helix.

Hornbeck shareholders will own 55% of the combined business, Helix shareholders 45%. The combined business will be called Hornbeck Offshore Services, though the Helix brand will be retained for Well Intervention Services.  The business will be headquartered in Houston (where Helix is based) and Covington, LA (where Hornbeck is based).

Todd Hornbeck will be CEO of the combined business. Owen Kratz, the long-time CEO of Helix, announced his retirement in December 2025. At the time, company said he would stay on until the Board appointed his successor.

Complementary businesses

Hornbeck is a leading provider of marine transportation services. It owns 58 offshore support vessels that transport equipment, materials and supplies to offshore projects. It also owns 13 support vessels that provide offshore construction services. The company has revenues of $720 million, of which 75% comes from the USA and Gulf of Mexico.

Helix owns seven well intervention vessels. These allow customers to safely access subsea wells for production enhancement or decommissioning purposes. It also operates 6 subsea trenching systems and 39 remotely operated vehicles (ROVs). Helix has revenues of $1.3 billion. Only 39% comes from the USA.

Synergies

The combined entity expects to generate at least $75 million in annual revenue and cost synergies. The company expects to have reduced reliance on third-party vessel charters. It will also create cost rationalization in general and administrative expenses.  Revenue is expected to increase through integrated service offerings and increased exposure to the defense market (such as submarine support).

The deal is expected to close in the second half of 2026.

SEC filing 8-K – Helix Hornbeck merger

 

 

Houston REIT to be taken private for $1.7 billion

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[07-14-26 – The deal has now closed].

Whitestone REIT has agreed to go private in a $19 per share deal with Ares Real Estate. The transaction is worth $1.7 billion, including debt

The company’s portfolio comprises 56 retail properties, mostly in Houston, Dallas and Phoenix. Whitestone has its head office in west Houston.



MCB Real Estate, which owns 9.2% of Whitestone’s shares, offered to buy the company in 2024 and 2025 for $15 and $15.20 per share respectively. The company rejected those proposals. In March, according to Reuters, the company put itself up for sale and received interest from a number of private equity firms. The $19 per share represents a 26% premium to the price at the time the Reuters article was published.

MCB had argued that Whitestone lagged larger public REITs because it is a regional player that is hampered by high borrowing costs, making it challenging for the company to raise new capital to fund acquisitions and develop new properties.

If the Whitestone Board accepts a superior proposal to the one from Ares, the company will have to pay a $36 million termination fee. Likewise, if Ares fails to close, it will have to pay the company $77 million.

The business began in 1998. James Mastandrea took over as Chairman and Chief Executive in 2006 and took the business public in 2010.

CEO fired for cause

The company had a spectacular falling out with Mr. Mastandrea in 2022 when he was fired for cause. The board alleged that Mr. Mastandrea disclosed confidential information to a third party during unauthorized negotiations to sell the company to a third party.  In a counter-claim, they also alleged that he failed to return corporate property including ‘two Range Rovers, two laptops, two IPads and three IPhones’.

Mr. Mastandrea alleged that the ‘for cause’ designation was a tactic to avoid paying him the $25 million severance stipulated in his employment agreement. Adding to the chaos, the same day he was fired, Mr. Mastandrea filed for divorce from his wife of nearly 30 years, Christine.  She worked at Robert W Baird and helped advise the company on its IPO in 2010. She joined the company in 2013 as VP of Corporate Strategy and was promoted to COO not long after Mr. Mastandrea’s departure.

The litigation between the company and Mr. Mastandrea is still ongoing.

The deal is expected to close in the third quarter.

SEC Filing – Whitestone to be acquired by Ares

Corebridge Financial in $22 billion all-stock merger

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Corebridge Financial is to merge with Equitable Holdings in a $22 billion all-stock transaction. The combined business will take the Equitable name. The corporate headquarters will be in Houston, which is where Corebridge is based.

Corebridge shareholders will hold 51% of the combined entity, Equitable 49%. Marc Costantini, the CEO of Corebridge will serve as the CEO of the combined business. Robin Raju, Equitable CFO, will be the CFO of the combined company.



Corebridge went public in 2022 as a carve-out of the retirement services and life insurance businesses of AIG. It is the leading provider of annuities for individual retirement plans and term life insurance.

Equitable is the leading provider of 403 (b) retirement plans for employees in public schools. It also has a 67% stake in AllianceBernstein, a wealth management firm.

Both companies have traded at a discount compared to larger companies such as MetLife ($46 billion market cap) and Prudential ($33 billion). Part of the rationale of the merger is reduced costs of capital through increased scale.

Mr. Costantini, who is based out of the New Jersey of Corebridge, only became the CEO of the company in December 2025. He previously worked for Manulife, Munich Re and Guardian Life.

In October 2025, the current CEO of Corebridge, Elias Habayeb, announced his resignation to become the CFO at Everest Group, effective May 2026. He is also based in the New York area.

The combined company expects to save $500 million in pre-tax expense synergies by the end of 2028, though the company believes there will be larger revenue gains through cross-selling Corebridge, Equitable and AllianceBernstein products through the various channels and agents that the companies operate.

The deal is expected to close in late 2026

Corebridge – Equitable Investor Presentation

 

Great Lakes Dredge and Dock to be acquired for $1.5 billion

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Great Lakes Dredge & Dock Corporation (‘GLDD’) has agreed to be acquired by privately-owned Saltchuck Resources for $1.5 billion in total transaction value.

Once the deal closes (expected in Q2), the stock will be delisted. The per share price represents a 25% premium to the 90-day average price as well as a 5% premium to the company’s all-time high closing price.



GLDD is the nation’s largest provider of dredging services. The company was founded in 1890. It changed its name in 1905 and performed marine construction and landfill projects along the Chicago lakefront and in the surrounding Great Lakes region. In recent years, it has been expanding into the East and Gulf Coasts of the US.

The company moved its head office to the Memorial City area of Houston in 2020. Lasse Peterson, the CEO of GLDD, was formerly the COO at Houston-based CB&I (now part of McDermott).

Great Lakes expanding offshore

GLDD has revenues of $835 million and adjusted EBITDA of $168 million. It spends about $150 million a year on capex. The company is currently spending $200 million to build the Acadia vessel. This was recently launched and is designed to install protective rock foundations for offshore wind projects. The vessel is notable for being US-flagged and Jones Act-compliant. It was built in Philadelphia.

CEO Lasse Petterson will receive a retention bonus of $5.825 million. Half will be paid at the end of 2026, the rest at the end of 2027, provided he remains employed through those dates. CFO Scott Kornblau ($1.24 million) and Chief Legal Officer Lie Schiffer ($1.093 million) will also receive retention bonuses, though the vesting percentages and dates are slightly different.

Saltchuk

Saltchuk has revenues of about $5.6 billion and is headquartered in Seattle. The company is involved in marine services, freight transportation and fuel distribution. Saltchuk was founded in 1982 and began as a partnership formed by eight investors to acquire Tote, a shipping company that primarily served Alaska. About a quarter of its revenue still comes from its Alaskan operations. The primary ownership of Saltchuk now lies with three daughters of co-founder Mike Garvey.

Upon completion of the transaction, Great Lakes will operate as a standalone business within Saltchuk.

SEC filing 8-K Great Lakes Dredge & Dock to be acquired

Transocean to acquire Valaris for $5.8 billion

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Credit: Marine Traffic

Transocean has agreed to acquire Valaris in an all-stock transaction valued at $5.8 billion. Both are offshore drilling contractors with their administrative head offices in Houston. Legally, both are incorporated overseas (Transocean in Switzerland, Valaris in Bermuda).



The proforma split of equity is 53% Transocean, 47% Valaris. However, the Transocean management team will hold the same roles in the combined business.  The Board of Directors will comprise nine from Transocean and two from Valaris.

Transocean has 20 ultra-deepwater drillships and 7 harsh environment floaters. Valaris has 13 drillships, 2  benign environment floaters, 11 harsh environment Jackups (mostly in the North Sea) and 20 benign environment Jackups (mainly Saudi Arabia).

Valaris was formerly known as Ensco. It acquired Pride International in 2011 and Rowan in 2019, It entered Chapter 11 bankruptcy in August 2020 and exited with $7.1 million of debt converted to equity.

Transocean has identified $200 million of deal-related cost savings by 2028 such as eliminating redundant G&A expenses and consolidation of overlapping global operations and shorebase support.

Transocean expects the deal to close in the second half of 2026.

Investor Presentation

Devon and Coterra Energy in $58 billion merger

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Devon Energy and Coterra Energy have agreed to merge in an all-stock transaction with an enterprise value of $58 billion. The proforma equity ownership is 54% Devon and 46% Coterra.

Devon has its headquarters in Oklahoma City while Coterra’s head office is in Houston. The combined entity will be named Devon Energy but have its head office in Houston.



Clay Gasper, the CEO of Devon, will become the CEO of the combined group, while Tom Jorden, the CEO of Coterra, will become Non-Executive Chairman. The rest of the Executive Leadership team has not yet been announced.

The combined company would have an expected output of 1.6 million barrels of oil equivalent a day, with half of that coming from the Delaware Basin. Its other major operations are in the Marcellus, Anadarko & Eagle Ford and the Rockies.

Coterra was formed from the 2021 merger of of Cabot Oil & Gas (its head office was in Houston, but its main operations were in the Marcellus) and Cimarex (its head office was in Denver).

Activist Investor

Coterra came under fire from an activist investor, Kimmeridge, in November 2025, for its perceived lack of shareholder returns and having a mismatched portfolio (gas from Marcellus, oil from the Permian and Anadarko basins). Kimmeridge is also a shareholder in Devon and supports the merger. It remains to be seen whether, post-merger, the company divests the Marcellus assets in accordance with Kimmeridge’s wishes.

Merger Synergies

In its investor presentation, the company outlined $1 billion in merger synergies

  • $350 million from operating margin improvements through use of complementary assets and enhanced infrastructure capabilities.
  • $350 million from capital optimization from better allocation of capital, supply chain improvements.
  • $300 million from elimination of redundant corporate costs.

These savings are targeted to be achieved by the end of 2027.

The deal is expected to close in the second quarter of 2026.

Investor Presentation

Prosperity Bank to acquire Stellar Bank for $2 billion

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Prosperity Bancshares has agreed to acquire Stellar Bancorp for $2 billion. Both banks have their headquarters in Houston. Approximately 70% of the consideration is in stock, with 30% in cash. The proforma ownership is 84% Prosperity and 16% Stellar.

In total, Prosperity Bank has 321 locations, while Stellar has 52. While Prosperity Bank has more branches in the greater Houston area than Stellar (59 to 33), most of Prosperity’s branches are in the suburbs, while most of Stellar’s branches are within the City of Houston. Stellar is also the number one bank in the Beaumont area.

Once the deal closes, Prosperity will be the second largest Texas-based bank by asset value (just behind Cullen/Frost).

Stellar Bank was formed in 2022 from the $1.5 billion from the all-stock merger of Allegiance Bank and CBTX. Both those banks had started out in 2007 (Allegiance in Houston, CBTX in Beaumont).

Prosperity has been on an acquisition spree recently. At the beginning of this month, it closed on a deal to acquire American Bank ($322 million, 18 branches around Corpus Christi). In October, the company announced it would acquire Texas Partners Bank ($269 million, 11 branches around San Antonio)

The deal is expected to close at the end of the second quarter. Prosperity has assumed $77 million in cost savings, with 25% generated in 2026.

Prosperity – Investor Presentation

IES to acquire fellow Houston fabricator

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IES Holdings, based in Sugar Land, has agreed to acquire Gulf Island Fabrication (‘GIFI), which has its head office in The Woodlands. for $192 million. It is paying $12 per share, all in cash.

IES designs and installs integrated electrical and technology systems to a variety of end markets including data centers, residential and commercial and industrial facilities. The company has revenues of over $3 billion and a market capitalization of nearly $8 billion.

GIFI is a fabricator of complex steel structures to the industrial, energy and government sectors. Its primary asset is a 160-acre facility in Houma, Louisiana. GIFI was formed in 1985 and went public in 1997 in a $30 million IPO.

In 2021, it sold its loss-making shipyard division. The remaining business has historically focused on offshore and subsea structures, though the company has been trying to diversify away from the oil and gas market. The company has revenues of about $150 million.

Historically, GIFI has been conservatively financed. Until 2023, it had no long-term debt. Even now, it has cash and short-term investments of $60 million and long-term debt of around $20 million.

In the second quarter, GIFI acquired certain assets of Englobal, another Houston-based fabrication business, that went into bankruptcy The purchase price was $3.5 million.

The deal is expected to close in the first quarter of 2026.

SEC filing – 8-K IES to acquire Gulf Island