Will Bos, P.C.

Acquisition/Corporate Finance

Devon Energy Corporation (NYSE: DVN) in its $2 billion senior unsecured multi-tranche delayed draw term loan facility to finance its acquisition of the Williston Basin business of Grayson Mill Energy

SM Energy Company (NYSE: SM) in commitments for a $1.2 billion 364-day bridge credit facility and a $1.25 billion backstop reserve-based revolving credit facility in connection with its agreement to acquire $2.55 billion of Uinta Basin assets from XCL Resources, LLC

Civitas Resources (NYSE: CIVI) in its $4.5 billion committed financing to fund the acquisition of oil-producing assets in the Permian Basin

Archaea Energy Operating, LLC, a subsidiary of Archaea Energy, Inc. (NYSE: LFG), a SPAC focused on the energy transition sector, in the debt financing related to the closing of its business combination with both Aria Energy LLC (an Ares portfolio company) and Archaea Energy LLC (a Rice Investment Group portfolio company)

Extraction Oil & Gas, Inc. (NASDAQ: XOG) in Civitas Resources, Inc.’s $4.5 billion acquisition of Crestone Peak Resources and related financing

The Carlyle Group in the financing for the acquisition of a controlling interest in a marine terminal joint venture

Encino Acquisition Partners in obtaining underwritten financing from a syndicate of financial institutions for the proposed $2 billion acquisition of Chesapeake Energy's Utica Shale oil and gas assets in Ohio

Jefferies LLC in providing underwritten bank financing, consisting of a $900 million committed term loan facility and a $50 million committed super priority revolving credit facility, in connection with the approximately $1.6 billion sale of Lucid Energy Group II to a joint venture controlled by affiliates of Riverstone and Goldman Sachs

RimRock Oil & Gas and its sponsor, Warburg Pincus, in connection with obtaining underwritten bank financing for the $500 million acquisition of upstream assets in the Bakken Shale in North Dakota from Whiting Petroleum Corporation

Blackstone Energy Partners and Sanchez Energy Corporation in their 50/50 partnership, definitive purchase agreement and related financing to acquire Anadarko Petroleum Corporation’s working interest in approximately 318,000 gross operated acres in the Western Eagle Ford for approximately $2.3 billion

KKR and Haymaker Minerals & Royalties in connection with obtaining financing for the acquisition of mineral and royalty interests in the Mid-Continent, Haynesville and Appalachia regions

Ajax Resources, an exploration and production company backed by Kelso & Company, in obtaining financing to fund its $376.1 million acquisition of W&T Offshore, Inc’s interest in the Yellow Rose field in the Permian Basin

GeoSouthern Haynesville, LP an exploration and production company backed by GEP Haynesville LLC and GSO Capital Partners LP in obtaining financing in connection with its $850 million agreement to acquire Haynesville Shale assets from subsidiaries of Encana Corporation

Indigo Minerals LLC in its $375 million equity capital raise and the acquisition of certain producing properties and undeveloped acreage in the core of the Cotton Valley and Haynesville plays from a private exploration and development company

Tiger Rental Group, LLC, a subsidiary of The Modern Group, Ltd., focused on equipment rental and safety services in the oil and gas industry, in connection with a recapitalization consisting of a term loan provided by Orion Energy Partners, L.P., an ABL credit facility and a corporate reorganization

Callon Petroleum Company in its fully committed $5 billion first lien reserve-based financing in connection with its merger with Carrizo Oil & Gas and subsequent amendments to the same

Innovex Downhole Solutions and its sponsor Intervale Capital in the acquisition of Quick Connectors, Inc. and its exclusive Permian distributor, Enerserv

Ensign Natural Resources LLC, a portfolio company of Warburg Pincus and Kayne Anderson, in its $1 billion first lien financing for the acquisition of all of Pioneer Natural Resources USA, Inc.’s Eagle Ford acreage in South Texas and related financing

STX Beef Company, an affiliate of JDH Capital, in financing for its acquisition of Kane Beef Processing

Alta Marcellus Development, LLC, a wholly owned subsidiary of Alta Resources Development, LLC, in connection with its $1.24 billion acquisition of operated and non-operated upstream assets and operated midstream assets in the Marcellus Shale of north-central Pennsylvania from Anadarko Petroleum Corp.

Alta Marcellus Development, LLC, a wholly owned subsidiary of Alta Resources Development, LLC, in connection with its $207 million acquisition of oil and gas assets in the Marcellus Shale of north-central Pennsylvania from Mitsui E&P USA LLC

Warburg Pincus, Kayne Anderson and Terra Energy Partners’ in obtaining a $700 million reserve based loan in connection with the acquisition of oil and gas assets from WPX Energy

American Energy - Permian Basin, LLC, an exploration and production company backed by The Energy & Mineral Group, in its issuance of $530 million of senior secured first lien notes

Allied Industrial Partners LLC (AIP), in its strategic investment in Wall Recycling, LLC, a leading regional provider of solid waste hauling, disposal and recycling services

Fleur de Lis Energy an exploration and production company backed by KKR in obtaining financing in connection with its agreement to acquire certain CO2 enhanced oil recovery properties in the Powder River and Green River Basins of Wyoming from Anadarko Petroleum Corporation

Fleur de Lis Energy an exploration and production company backed by KKR in obtaining financing in connection with its acquisition of LINN Energy’s Wolfberry positions in Ector and Midland counties in the Permian Basin

Blackstone Energy Partners in obtaining $1.1 billion in acquisition financing consisting of a $250 million first lien reserve based loan and a $850 million second lien term loan in connection with Vine Oil & Gas’ $1.2 billion acquisition of 107,000 acres of oil and gas properties from Royal Dutch Shell located in the Haynesville Shale

Woodford Express, a midstream portfolio company of Quantum Energy Partners, in connection with its revolving credit facility used to finance the construction of natural gas gathering, treating and processing facilities

Public Company Matters

Southwestern Energy Company (NYSE: SWN) in its reserve-based revolving credit facility with $3.5 billion maximum commitments and $2.0 billion elected commitments, with investment grade “fallaway” provisions

EQT Corporation (NYSE: EQT) in its unsecured revolving credit facility with $2.5 billion aggregate commitments

Talos Production Inc., a wholly owned subsidiary of Talos Energy Inc. (NYSE: TALO), in connection with its upsized add-on offering of $150 million of additional 12.00% Second-Priority Senior Secured Notes due 2026

Talos Production Inc., a wholly owned subsidiary of Talos Energy Inc. (NYSE: TALO), in connection with its upsized offering of $500 million of its new 12.00% Second-Priority Senior Secured Notes due 2026

WPX Energy, Inc. (NYSE: WPX) in its $12 billion all-stock merger of equals with Devon Energy Corporation (NYSE: DVN)

Affiliates of Magnetar Capital and GSO Capital Partners as lead investors in the simplification merger of EQM Midstream Partners, LP (NYSE: EQM) and Equitrans Midstream Corporation (NYSE: ETRN) and the associated redemption and rollover into preferred equity at ETRN of $1.2 billion of the investors’ Series A Convertible Preferred Units of EQM

Hilcorp Alaska in its $5.6 billion acquisition of BP’s upstream and midstream business in Alaska

C&J Energy Services in an approximately $1.8 billion merger-of-equals with Keane Group and the refinancing of the combined company’s ABL loan facility

Alternative/Mezzanine Finance

United Production Partners Resources, LLC in its third amended and restated senior secured reserve-based revolving credit facility, with $325 million of maximum commitments, secured by oil and gas assets in Texas and Virginia

A private company in the issuance of over $100 million of asset-backed securities secured by operated producing oil and gas wells

Premium Oilfield Technologies, a portfolio company of Quantum Energy Partners, in the upsizing of its existing asset-based loan facility and addition of a sublimit secured by export-related inventory and accounts receivable guaranteed by the Export-Import Bank of the United States

Raisa Energy LLC in the issuance of $636 million of asset-backed securities secured by over 9,000 producing oil and gas wells across six states, as part of a master trust

QL Capital Partners in the formation of an up to $550 million drilling partnership with Antero Resources Corporation

BP Energy Company in a $200 million secured letter of credit facility used to backstop plugging and abandonment obligations provided to affiliates of Cox Oil, LLC in the acquisition of Energy XXI Gulf Coast, Inc.

EIG Global Energy Partners LLC on its senior secured second lien investment in Rosehill Operating Company, LLC and preferred equity investment in Rosehill Resources Inc.

Highbridge Principal Strategies in connection with the extension of a $85 million first lien credit facility to RAAM Global Energy Company and as senior secured lender in the Chapter 11 cases of RAAM Global Energy Company in the United States Bankruptcy Court for the Southern District of Texas. RAAM is an independent oil and natural gas exploration and production company with producing assets located offshore in the Gulf of Mexico and onshore in Louisiana, Texas, Oklahoma, and California. RAAM’s Chapter 11 restructuring will address its over $300 million in funded debt obligations and other liabilities

EIG Global Energy Partners in connection with its $500 million preferred equity commitment to Rice Midstream Holdings LLC, a midstream-focused subsidiary of Rice Energy Inc., and the indirect owner of the general partner of Rice Midstream Partners LP and the completion of the initial funding of $375 million

GSO Capital, credit division of Blackstone Group, in connection with its first lien credit facility for Warren Resources, consisting of the issuance of new money first lien loans in the amount of $202.5 million to refinance existing debt and provide for working capital needs and an exchange of $69.6 million of existing unsecured senior notes into approximately $47.2 million of additional first lien loans

EIG Global Energy Partners in its agreement to invest $1 billion in Breitburn Energy Partners LP (NASDAQ: BBEP), a publicly traded independent oil and gas master limited partnership, through the purchase of $650 million of senior secured second lien notes and $350 million of perpetual convertible preferred units

Seneca Resources Corporation in connection with the formation of drilling partnership to develop unconventional resources in Pennsylvania with an affiliate of IOG Capital, LP and Fortress Investment Group, LLC (NYSE: FIG) and the subsequent modified extension of the original joint development agreement

Ares Management, L.P. in connection with its extension of a second lien loan and receipt of warrants in Clayton Williams Energy, Inc. (NYSE: CWEI)

Restructuring

Gulfport Energy Partners in its reserve-based revolving credit facility with JPMorgan Chase Bank, N.A. with $1.5 billion maximum commitments and $700 million initial elected commitments

Denbury Inc. (NYSE: DEN) on the restructuring of its long-standing CO2 pipeline arrangements with Genesis Energy, L.P. (NYSE: GEL)

Oasis Petroleum Inc. and certain of its subsidiaries, which acquire and develop unconventional oil and natural gas resources in North Dakota, Montana and West Texas, in creditor negotiations achieving a pre-packaged Chapter 11 filing and the availability of a $450 million debtor-in-possession credit facility, consisting of a $150 million new money revolving facility and up to a $300 million roll-up of existing prepetition loans, while simultaneously reducing outstanding funded debt by more than $1.8 billion. The package includes a commitment for a reserve-based lending exit facility in an aggregate amount of up to $575 million to be entered into upon exit from Chapter 11

Bruin E&P Partners, LLC, an exploration and production company, in their prepackaged Chapter 11 cases through which they eliminated over $840 million in funded debt obligations, including obtaining a $230 million debtor-in-possession credit facility and a $230 million reserve-based revolving credit facility upon exit

Forum Energy Technologies, Inc., a global oilfield products company, in its issuance of $315 million of Convertible Senior Secured Notes in exchange of approximately $328 million of existing unsecured notes

The private equity sponsors and Sable Permian Resources, LLC (as operator of the oil and gas assets) in the successful completion of AEPB’s $2.1 billion out-of-court recapitalization. The transaction reduced AEPB’s debt obligations by approximately $1.4 billion and reduced upcoming debt maturities over the next four years to approximately $36 million from approximately $2.1 billion. In addition, the transaction eliminated approximately $94 million of annual cash interest expense and simplified AEPB's organizational structure.

Jones Energy Inc. and its affiliates in their prepackaged Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of Texas. Jones Energy is an Austin, Texas based independent oil and gas company engaged in the exploration, development, production, and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas that fully equitized over $1 billion in funded debt and preferred equity obligations. Jones obtained confirmation of its uncontested plan just three weeks after filing

Sable Permian Resources (formerly known as Permian Resources), a privately held exploration and production company backed by The Energy & Minerals Group, OnyxPoint Global Management, Sable Management, First Reserve and other investors, in connection with a recapitalization transaction that included an equity capital raise of approximately $750 million, an optional equity purchase amount of approximately $350 million, a debt for equity exchange of approximately $325 million of secured and unsecured indebtedness and a debt for equity exchange of approximately $250 million of junior subordinated notes

Magnum Hunter Resources Corporation and its subsidiaries, an independent exploration and production company engaged in the acquisition, development and production of natural gas, natural gas liquids and crude oil, primarily in the States of West Virginia and Ohio, in its Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware

LINN Energy, LLC and its affiliates, an independent oil and natural gas company with $8.8 billion in funded debt, in settlement discussions with holders of its debt obligations, and in generally exploring strategic alternatives

Chesapeake Energy Corporation, one of the largest producers of natural gas and oil and natural gas liquids in the U.S., in connection with amendments to its revolving credit facility, deleveraging transactions and other strategic alternatives

Globe Energy Services, LLC, a leading provider of oilfield services, with a majority of its operations in the Permian basin, in connection with its successful out of court recapitalization

Sabine Oil & Gas and its subsidiaries, an independent oil and gas exploration and production company with approximately $2.6 billion in outstanding funded debt obligations, in their Chapter 11 cases in the Southern District of New York

Midstates Petroleum Co. in its liquidity-enhancing transactions consisting of a private offering of senior secured second lien notes to refinance existing debt and provide for working capital needs, an exchange of existing unsecured senior notes at a discount to par into senior secured third lien notes and an amendment to the existing revolving credit facility to allow for the senior secured second lien notes issuance and the exchange transaction and to provide additional covenant flexibility

Emerald Oil, Inc. Denver based independent exploration and production company that is focused on acquiring acreage and developing wells in North Dakota and Montana, in its Chapter 11 case in the U.S. Bankruptcy Court for the District of Delaware

Ultra Petroleum Corp. a publicly-traded, independent oil and natural gas exploration and production company—in its Chapter 11 restructuring, including with respect to approximately $3.8 billion in funded indebtedness in the United States Bankruptcy Court for the Southern District of Texas

SandRidge Energy, Inc. an oil and natural gas company headquartered in Oklahoma City, Oklahoma, in its prearranged Chapter 11 cases. Sandridge filed with a restructuring support agreement signed by holders of more than two-thirds by principal amount of its $4.1 billion of funded debt

Swift Energy Company’s ad hoc group of noteholders and DIP lenders in the Chapter 11 cases of Swift Energy Company and certain subsidiaries, an independent exploration and production company with operations focused in the Eagle Ford trend of South Texas and the onshore and inland waters of Louisiana