Mergers & Acquisitions
FBFK’s weekly look at notable developments in corporate governance, securities, capital markets, and M&A, with an emphasis on Texas and California.
Scale defined the week, from a $13 billion all-stock natural gas merger that will absorb Fort Worth-based Range Resources to Anthropic’s public IPO filing in San Francisco. In Texas, policy and the courts kept shaping the deal environment, with a Business Court ruling that favors reincorporated companies and a state data center pause that dealmakers say is slowing M&A.
EQT to Acquire Fort Worth’s Range Resources in $13 Billion All-Stock Merger
EQT Corp. and Fort Worth-based Range Resources announced a merger agreement on Oct. 26. Each Range share will convert into 0.987 EQT shares, valuing Range at about $13 billion and giving its holders roughly 27% of a combined natural gas producer with an enterprise value above $50 billion. Range CEO Dennis Degner and a second Range designee will join EQT’s board, but the company will be run from EQT’s Pennsylvania headquarters, and neither side has said what happens to Range’s Fort Worth office. Termination fees are lopsided: $423 million payable by Range versus $1.148 billion by EQT. Closing is expected in the first quarter of 2027. Takeaway: Targets in stock-for-stock deals should negotiate board seats, headquarters and employee commitments before signing.
Sources: The Texas Lawbook, “EQT, Range Resources Merge in Stock Swap to Form $50B Natural Gas Company” (Subscription required); Dallas Innovates, “Fort Worth-Based Range Resources to Be Acquired by EQT in $13B All-Stock Deal”; Range Resources (SEC filing), “Form 8-K”
Related: Corporate, Securities & M&A
Anthropic Makes Its IPO Filing Public, Plans Nasdaq Listing Under “ANT”
San Francisco-based Anthropic, PBC made its Form S-1 public on Oct. 26 and applied to list Class A shares on the Nasdaq Global Select Market under the symbol “ANT.” Goldman Sachs and Morgan Stanley are listed first among 22 underwriters. The prospectus reports first-half 2026 revenue of about $16.3 billion and a net loss of about $80.7 billion; pricing terms remain blank. Control is concentrated: a Founder LLC’s single Class F share would carry 50.1% of general voting power, and a Long-Term Benefit Trust would elect a board majority. Yahoo Finance calculates trading could begin as early as Nov. 16. Takeaway: Companies planning an IPO with multi-class or mission-based control should expect investor scrutiny and build clear disclosure around it early.
Sources: Yahoo Finance, “When is the Anthropic IPO? The stock could start trading as soon as Nov. 16.”; Anthropic, PBC (SEC filing), “Form S-1 Registration Statement”
Related: Corporate, Securities & M&A
Texas Business Court Dismisses Coinbase Derivative Suit Under Texas Demand Rules
Law360 this week spotlighted an Oct. 2 Texas Business Court ruling with direct implications for companies leaving Delaware. In Guillaume v. Armstrong, Judge Andrea K. Bouressa dismissed without prejudice a shareholder derivative suit against Coinbase Global’s directors. The plaintiff challenged conduct from 2021 to 2023, when Coinbase was still a Delaware corporation; the company reincorporated in Texas in December 2025. Even assuming Delaware law governs the merits, the court held that Texas law controls a shareholder’s standing to sue derivatively on behalf of a Texas corporation. Because the plaintiff made no presuit demand, as Texas requires, the suit failed. Takeaway: Reincorporating in Texas can bring Texas procedural rules to bear even on claims about pre-move conduct, a factor boards should weigh before moving.
Sources: Law360, “Coinbase Ruling Showcases A Texas Reincorporation Benefit” (Subscription required); Texas Business Court (opinion), “Guillaume v. Armstrong, 2026 Tex. Bus. 70”
Related: Corporate, Securities & M&A
UMB Financial to Acquire Placerville’s El Dorado Savings Bank for $506 Million
Kansas City-based UMB Financial agreed Oct. 27 to buy El Dorado Savings Bank, a Placerville, California, thrift founded in 1958, in a cash-and-stock deal valued at about $506 million. Each El Dorado share will receive 13.553 UMB shares plus $1,958.88 in cash, roughly 52% cash and 48% stock. The bank brings about $2.4 billion in assets, $2.1 billion in deposits, 31 California branches and four in Nevada, where UMB has no branches today. El Dorado shareholders voted down a 2019 sale to PacWest Bancorp, and this deal again needs their approval, plus regulatory sign-off, before an expected first-quarter 2027 closing. Takeaway: Community banks with low-cost core deposits remain attractive targets, and sellers with a failed prior vote should engage shareholders early.
Sources: Banking Dive, “UMB to buy California bank for $506M”; American Banker, “UMB says deal gives it access to wealth fleeing California” (Subscription required)
Related: Corporate, Securities & M&A
Valero to Buy LyondellBasell’s Idled Houston Refinery Site for $320.5 Million
A Valero Energy subsidiary agreed to acquire LyondellBasell’s former Houston refinery site for $320.5 million. The roughly 700-acre property on the Houston Ship Channel adjoins Valero’s existing Houston refinery and includes 13.5 million barrels of storage, marine docks, rail loading and truck racks. LyondellBasell shut the refinery in March 2025 after announcing its exit from refining. Valero plans to restart 165,000 barrels per day of light sweet crude processing by year-end 2027 and will take on site operations, environmental liabilities, pension costs and related employee obligations. Closing is expected by year-end 2026, subject to regulatory approvals. Takeaway: When idled industrial assets change hands, assumed environmental and pension liabilities can matter as much as the headline price, so buyers should size them early.
Sources: Oil & Gas Journal, “Valero to acquire former LyondellBasell Houston oil refinery, restart 165,000 b/d by end-2027”; Hydrocarbon Processing, “LyondellBasell agrees to sell former refinery site in Houston (U.S.) to Valero for $320 MM”
Related: Corporate, Securities & M&A
Abbott’s Data Center Pause Cited as Drag on Texas Third-Quarter M&A
Texas M&A volume and value fell together in the third quarter, the first such joint decline since 2025, according to The Texas Lawbook. Dealmakers point to Gov. Greg Abbott’s pause on data center grid connections and permits. Other headwinds cited include the upcoming election, rising global bond yields, sticky inflation, geopolitical upheaval and higher borrowing costs. Not everyone is standing still: some investors, including those with behind-the-meter power, are using the pause to make sure their power infrastructure investments will pay off. Takeaway: Parties to Texas data center and power deals should account for regulatory timing risk in closing conditions, financing commitments and valuation until the pause is lifted.
Source: The Texas Lawbook, “Power Pause: Abbott’s Data Center Freeze Slows Texas Dealmaking” (Subscription required)
Related: Corporate, Securities & M&A
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