Syndicated Bank Finance - Investment Grade

• Represented agent banks in connection with numerous investment grade senior revolving, term and bridge credit facilities, including:  (1) several revolving, term and bridge facilities aggregating to over $9 billion for the largest independent refiner in the United States and its affiliates, including the operating company of a master limited partnership (MLP); these financings provided funding in connection with significant mergers and acquisitions, an initial public offering (IPO) and an accelerated share repurchase transaction; (2) a $3 billion senior revolving credit facility, a $300 million senior term credit facility and a $100 million bridge facility for an independent exploration and production company; and (3) a $385 million senior revolving credit facility for a deepwater drilling contractor

Syndicated Bank Finance - Non-Investment Grade: Borrowing Base/Second Lien/Leveraged & Term B Loan Facilities

• Represented JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, J.P. Morgan Securities and Wells Fargo, as joint lead arrangers, and J.P. Morgan Securities, Wells Fargo, Bank of America Merrill Lynch, BMO Capital Markets, Barclays, Citigroup, Credit Suisse, Mizuho, and RBC, as joint bookrunners, in connection with a $2.25 billion senior secured revolving credit facility for Samson Investment Company to partially finance its acquisition by a group of investors led by private equity firm KKR; this transaction is reported to be the largest operating company leveraged buyout completed in 2011
• Represented agent banks in connection with numerous non-investment grade senior and subordinated term and revolving credit facilities, including:  (1) a $5 billion senior secured multi-tranche term and revolving credit facility for a major independent exploration and production company in connection with a corporate restructuring and significant divestitures under threat of a hostile takeover; the collateral package included mortgages and deeds of trust on oil and gas properties located in nine states and areas located in the Outer Continental Shelf; (2) a $750 million senior secured borrowing base revolving credit facility for an independent oil and gas company; (3) a $400 million senior secured borrowing base revolving credit facility and a $100 million second lien term loan facility for an exploration and production company; (4) a $100 million senior secured borrowing base revolving credit facility for a private equity fund; (5) a $75 million senior secured borrowing base revolving credit facility for an independent exploration and production company; and (6) a $50 million senior secured revolving credit facility, a $15 million multiple draw term credit facility, and a $30 million second lien term loan credit facility for an exploration and production company
• Represented borrowers in the negotiation and documentation of numerous non-investment grade senior secured and unsecured revolving and term credit facilities, including:  (1) a $200 million senior secured borrowing base revolving credit facility for an exploration and production company; (2) a $200 million senior unsecured multi-currency revolving credit facility and a multi-currency group account control and overdraft arrangement for a multinational oil and gas services company; and (3) a $1.6 billion senior secured term B loan facility and a $650 million leveraged senior secured revolving credit facility for a multinational chemical company

Structured Finance 

• Represented a commercial bank in the negotiation and documentation of a structured finance transaction involving the monetization of crude oil feedstock for a refinery owned by an independent oil refining and marketing company;  the documentation included a revolving credit facility for a special purpose entity, the proceeds of which were used to finance the purchase and transportation of crude oil and associated carrying costs, a master crude oil purchase and sale contract, a security agreement, a parental guaranty and hedging agreements; this transaction presented many challenging issues for the client, including cross-border-tax and business-qualification issues, state tax issues, environmental issues, indemnity issues, agency issues, pipeline transportation issues, and derivatives issues
• Represented a commercial bank in the negotiation and documentation of numerous crude oil, natural gas, and gold forward sales transactions ranging in value from $75 million to $500 million
• Represented agent banks in the negotiation and documentation of a $300 million and a $1 billion structured finance transaction designed to permit taxable and tax-exempt investors in private equity funds seeking cash distributions and long term exposure to commodities to invest in long-lived, currently producing oil and gas properties using direct and indirect leverage

Project Finance

• Represented agent bank in the negotiation and documentation of a $100 million project financing of a truss spar located in the Gulf of Mexico

Private Placement of Notes  

• Represented purchasers and issuers in connection with the private placement of notes, including the representation of:  (1) purchasers consisting of various insurance companies, hedge funds, private equity funds, and other financial institutions in the private placement of an exploration and production company’s $75 million senior subordinated second lien mortgage notes; this second lien financing involved intercreditor provisions as well as a collateral package consisting of mortgages and deeds of trust on oil and gas properties located in numerous states, pledges of equity interests, and guarantees; (2) an exploration and production company in the private placement of its $15 million fixed rate senior notes; and (3) an oil and gas services company in the private placement of its US$55 million, €28 million, and US$90 million fixed rate senior notes

Maritime Finance

• Represented agent bank in the negotiation and documentation of a $75 million senior secured financing for a deep water drilling contractor, the proceeds of which were used to finance the acquisition of six jack-up drilling rigs; the collateral package included Panamanian and U.S. flagged vessels, guarantees, pledges, security agreements, and assignments of charters and insurances

Equipment Finance  

• Represented a joint venture partnership in the negotiation and documentation of a $75 million multiple draw senior secured term credit facility, the proceeds of which were used to finance the acquisition of nine drilling rigs; the collateral package included a letter of credit, guarantees, and liens on drilling rigs, related equipment, operating agreements, and drilling contracts

Foreign Exchange Transactions and Currency Options/Commodity Derivatives/Interest Rate Caps, Collars & Swaps  

• Represent on an ongoing basis private equity funds and their affiliates in the negotiation and documentation of their entire portfolio of derivatives transactions; representation has included establishing form documentation and negotiating and documenting scores of foreign exchange transactions and currency options involving multiple currencies aggregating in the billions of dollars, as well as interest rate caps, collars and swaps with counterparties in connection with numerous deal level financings; these transactions have included back-to-back derivatives and other structured products and have involved issues associated with private equity funds and international secured lending transactions
• Represent on an ongoing basis the marketing and trading affiliates of a multinational energy company in the negotiation and documentation of their entire portfolio of derivatives and physical commodity transactions; representation includes the negotiation and documentation of physically and financially settled commodity transactions, primarily involving crude oil, natural gas and power, with over one hundred counterparties, including dealers, regulated utilities, and other end-users, and the establishment of form derivatives, physical purchase and sale, and credit support documentation
• Represented numerous acquiring companies in analyzing target companies’ derivatives and physically settled commodity trading portfolios and the legal issues related thereto, including the representation of a buyout firm in analyzing a derivatives portfolio in connection with a $1.5 billion auction of 8 Qualifying Facilities (i.e., smaller than typical power producers that generate electricity for other energy suppliers)
• Represented an investment bank in the negotiation and documentation of an interest rate swap related to the issuance of a city’s $1.4 billion first lien, adjustable rate revenue refunding bonds; credit support included a swap insurance policy

Equity Derivatives - Share Forward Transactions/Synthetic Debt Instruments/Total Return Swaps/Accelerated Share Repurchase Transactions/Repurchase Transactions

• Represented a private equity fund in the negotiation and documentation of a $200 million share forward transaction consisting of a loan and a collar to finance a significant minority stake in a publicly traded financial institution on a leveraged and non-recourse basis
• Represented an international forest products company and its REIT subsidiary in the negotiation and documentation of the issuer’s $250 million senior exchangeable notes
• Represented an independent natural gas and oil company in the negotiation and documentation of its $230 million convertible senior subordinated notes
• Represented a joint venture partnership in connection with the sale of its energy trading businesses; the representation included the creation of a total return swap, which was structured to transfer the economic benefits and costs associated with hundreds of physically and financially settled commodity transactions that were subject to assignment and transfer restrictions; the documentation and structuring elements related to this transaction were not only complex, but also required the resolution of bankruptcy and risk allocation issues
• Represented a corporation in connection with a $4 billion accelerated share repurchase transaction
• Represented a private equity fund in the negotiation and documentation of a $44 million repurchase transaction