Rachael L. Lichman, P.C.

Since joining Kirkland, Rachael has been involved in the following matters:

• Gogo Inc. (NASDAQ: GOGO) in its acquisition of Satcom Direct, an in-flight connectivity provider serving the business aviation and military/government mobility markets
• ONEOK, Inc. (NYSE: OKE) in its $6 billion multi-delayed-draw term loan financing in connection with its $3.3 billion acquisition of Global Infrastructure Partners’ entire interest in EnLink Midstream, LLC (NYSE: ENLC) and its $2.6 billion acquisition of Global Infrastructure Partners’ equity interests in Medallion Midstream, LLC
• Helmerich & Payne, Inc. (NYSE: HP) in its $950 million unsecured amended and restated revolving credit facility and $400 million unsecured delayed-draw term loan facility in connection with its acquisition of KCA Deutag International Limited
• Antero Resources Corporation (NYSE: AR) in its entry into a new unsecured $1.65 billion revolving credit facility
• Antero Midstream Partners LP, a subsidiary of Antero Midstream Corporation (NYSE: AM), in connection with its entry into an amended and restated $1.25 billion senior secured revolving credit facility
• EQT Corporation (NYSE: EQT) in its $3.5 billion unsecured revolving credit facility in connection with its acquisition of Equitrans Midstream Corporation (NYSE: ETRN), a leading independent national gas production company with operations focused in the Appalachian Basin
• Ryan, LLC in its CAD $700 million acquisition of the Property Tax business of Altus Group Limited
• WeWork Inc., in its emergence from Chapter 11 bankruptcy that effectuated an exit credit facility providing a $450 million senior secured cash collateralized “first out” letter of credit facility for dual SPV borrowers, a $441 million senior secured limited recourse “last out” term loan C facility and the equitization of its term loan obligations
• Marathon Oil Corporation (NYSE: MRO) in its $22.5 billion all-stock sale to ConocoPhillips (NYSE: COP)
• Delek Logistics Partners, LP (NYSE: DKL) and its subsidiary Delek Logistics Finance Corp. in the offering of $200 million 8.625% senior notes due 2029
• EQT Corporation (NYSE: EQT) in its $35 billion merger with Equitrans Midstream Corporation (NYSE: ETRN)
• WeWork Companies U.S. LLC, a subsidiary of WeWork Inc. (NYSE: WE), in its senior secured first priority debtor in possession “last out” term loan C facility in an aggregate principal amount of approximately $670 million provided by Softbank Vision Fund II 2 L.P., and senior secured first priority cash collateralized debtor in possession “first out” letter of credit facility provided by Goldman Sachs International Bank and JPMorgan Chase Bank, N.A. in an aggregate amount plus any unreimbursed drawings thereunder not to exceed $650 million, at any time outstanding, in connection with its Chapter 11 process
• Baker Hughes Company (NYSE: BKR) in the refinancing of its $3 billion revolving credit facility
• ONEOK, Inc. (NYSE: OKE) in its $5.25 billion bridge commitments in connection with its $18.8 billion acquisition of Magellan Midstream Partners, L.P. (NYSE: MMP)
• Six Flags Entertainment Corporation (NYSE: SIX) in its $850 million revolving commitments and $2.3 billion 364-day term loan A commitments in connection with its $8 billion merger of equals with Cedar Fair (NYSE: FUN)
• Ryan, LLC, a global tax services, software and technology firm, on a $950 million initial term loan B, $225 million of revolving commitments and $100 million of delayed draw term loan B commitments
• Tellurian Inc. (NYSE: TELL) $250 million senior secured notes and $83.334 million senior secured convertible notes
• Tupperware Brands Corporation in the reallocation and restructuring of nearly $810 million of its existing senior secured debt to provide for, among other things, the reduction of certain cash interest, fees and amortization payments, an extension of the stated maturity of a portion of the existing senior secured debt and immediate access to revolving borrowing capacity
• Dave & Buster's Entertainment, Inc. (NASDAQ: PLAY) in the $900 million refinancing of its term B loan facility and re-pricing of its $500 million revolving credit facility
• Team, Inc. (NYSE: TISI), a global provider of integrated, digitally enabled asset performance assurance and optimization solutions, in a refinancing of its existing ABL facility with Eclipse Business Capital LLC and term loan credit facility with Corre Partners Management, LLC, providing for incremental available credit of up to $84.9 million
• Kimbell Royalty Partners, LP (NYSE: KRP) in an amendment and restatement of its reserve-based revolving credit facility with Citibank, N.A. with $750 million maximum commitments and $400 million initial elected commitments
• WeWork Companies LLC, a subsidiary of WeWork Inc. (NYSE: WE), in a liability management transaction that effectuated offers to exchange $1.2 billion of its existing public notes for a combination of newly issued second lien or third lien notes and common stock and $1.65 billion of its unsecured notes held by SoftBank for newly issued second lien convertible notes, third lien convertible notes and common stock, reducing WeWork’s net debt by approximately $1.5 billion, and a concurrent primary offering of $500 million of newly issued first lien notes
• Noble Corporation (NYSE: NE) in its $550 million refinancing of its existing debt facilities and entry into a senior secured revolving credit facility
• Groupe Bruxelles Lambert, as the majority shareholder of Webhelp, in its $4.8 billion combination of Webhelp and Concentrix Corporation financed in part by a €700 million seller’s note provided by Groupe Bruxelles Lambert
• WeWork Companies LLC, a subsidiary of WeWork Inc. (NYSE: WE), in an amendment and extension of its letter of credit facility to increase the junior letter of credit commitments by $120 million, thereby increasing the aggregate junior tranche reimbursement obligations to $470 million
• Bristow Group Inc. – two senior secured term loan facilities, in an amount up to £145 million, to refinance certain of the company’s previous credit facilities, support its obligations under its contracts with the government of the United Kingdom, and provide general working capital
• Middle-market direct lender focused on providing liquidity support to funds and portfolios in a NAV credit facility to a private investment firm that provides strategic capital and operational guidance to founder-led businesses
• WeWork Companies LLC, a subsidiary of WeWork Inc. (NYSE: WE), a global flexible-space provider, in connection with an amendment and extension of the senior tranche of its aggregate $1.45 billion letter of credit facility
• WeWork Inc. (NYSE: WE) in the issuance by its subsidiaries of $250 million in aggregate principal amount of senior secured notes
• Delek Logistics Partners, LP (NYSE: DKL) in an amendment and restatement of a $900 million secured revolving facility and a $300 million secured term loan facility
• Delek US Holdings, Inc. (NYSE: DK) in an amendment and restatement of a $1.1 billion senior secured asset-based revolving credit facility
• Delek US Holdings, Inc. (NYSE: DK) in an amendment and restatement of a $950 million senior secured term loan B facility
• EQT Corporation (NYSE: EQT) in its $1.25 billion unsecured delayed-draw term loan credit facility in connection with the financing of its $5.2 billion acquisition of Tug Hill’s upstream assets and XcL Midstream’s gathering and processing assets
• Ferguson UK Holdings Limited, a subsidiary of Ferguson plc (NYSE: FERG; LSE: FERG), in connection with its $500 million term loan facility
• Huntsman Corporation (NYSE: HUN) in its subsidiary’s $1.2 billion unsecured sustainability-linked revolving credit facility
• EQT Corporation (NYSE: EQT) in its unsecured revolving credit facility with $2.5 billion aggregate commitments 
• Tellurian Inc. (NYSE: TELL) $500 million senior secured convertible notes 
• WeWork Companies LLC, a subsidiary of WeWork Inc., in connection with an amendment and reallocation of letter of credit commitments in amount of $350 million into a junior letter of credit tranche under an aggregate $1.6 billion letter of credit facility 
• Constellation Brands (NYSE: STZ) in the refinancing, increase and extension of its $2.5 billion revolving credit facility and related amendment to its $491.25 million term loan facility 
• Dave & Buster's Entertainment, Inc. (NASDAQ:PLAY) in the financing of its $835 million acquisition of Main Event 
• 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 
• HPS Investment Partners, LLC in connection with a $135 million credit facility, including revolving, term and delayed draw term loans, provided to a private, mobile video game company for the purpose of refinancing existing debt and the acquisition of a separate Canadian mobile video game company 
• Team, Inc. (NYSE: TISI), a global provider of integrated, digitally enabled asset performance assurance and optimization solutions, in connection with a restructuring of its financing arrangements, including entry into an ABL facility with a $130 million revolver from Eclipse Business Capital LLC and a $35 million second-out delayed draw term loan from Corre Partners Management, LLC 
• Beach Point Capital Management LP in its lending of a $100 million second lien term loan to a private company in the business of online sale and distribution of vitamin, health, nutrition, and wellness products
• 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
• WeWork Companies LLC, a subsidiary of WeWork Inc., in connection with an amendment and extension to its $1.75 billion letter of credit facility 
• Tupperware Brands Corporation (NYSE: TUP) in its $480 million secured multi-currency revolving facility and $400 million secured USD and Euro term loan facility implemented in connection with the refinancing of its existing debt 
• Fortress Credit Corp. in connection with a $60 million secured term loan financing for Galaxy Gaming, Inc., a developer and distributor of casino table games and enhanced systems for land-based casinos
• Noble Corporation (NYSE: NE) in its $3.4 billion all-stock merger of equals with Maersk Drilling (CSE: DRLCO) 
• Underwriters in the private offering of $500 million 6.500% senior secured first lien notes due 2028 by Weatherford International Ltd., a wholly owned subsidiary of Weatherford International plc (NASDAQ: WFRD) 
• Washington Prime Group (WPG) in its $100 million debtor-in-possession financing in connection with its Chapter 11 process
• Penn Virginia Corp. (NASDAQ: PVAC) in its $370 million merger with Lonestar Resources US Inc. (OTCQX: LONE)
• Delek Logistics Partners, LP (NYSE: DKL) and Delek Logistics Finance Corp., a subsidiary of Delek Logistics, in a $400 million offering of senior notes

Prior to joining Kirkland, Rachael was involved in the following matters:

Bank Financings

• NRG Energy, Inc. – various financing transactions, including $3.6 billion sustainability-linked secured credit agreement and $5.5 billion bridge financing for acquisition of Direct Energy 
• El Paso Electric Company – $400 million senior revolving credit facility
• Private provider of custom fully-cooked meat products – $100 million senior secured revolving credit facility
• Equitrans Midstream Corporation – $600 million senior secured term loan facility in connection with the purchase of the common units representing limited partner interests in EQGP Holdings, LP
• Helmerich & Payne, Inc. – $750 million senior revolving credit facility
• Tellurian Production Holdings LLC – $60 million senior secured term loan facility, secured primarily by oil and gas properties and reserves
• Transocean Ltd. – $1.0 billion senior secured revolving credit facility secured by offshore drilling rigs
• Kimbell Royalty Partners, LP – amendment and increase of senior secured reserve-based credit facility to $200 million in connection with acquisitions from Haymaker Minerals & Royalties, LLC and Haymaker Resources, LP
• CrossAmerica Partners LP – increase and extension of senior secured revolving credit facility to $650 million
• Delek US Holdings, Inc. – $700 million senior secured term loan and $1.0 billion asset-based revolving credit facilities, secured with crossing liens
• Noble Corporation – $1.5 billion senior revolving credit facility
• Ensco plc – $1.9 billion amendment and extension of senior revolving credit facility in connection with acquisition of Atwood Oceanics, Inc.
• Linn Energy, Inc. – $500 million senior reserve-based credit facility
• Bristow Group Inc. – multiple senior secured term loan equipment financings, aggregating $630 million, secured by helicopters
• Chesapeake Energy Corporation – $1.5 billion first lien, second out secured term loan facility
• Paragon Offshore plc – $800 million senior revolving and $650 million senior term loan credit facilities secured by offshore drilling rigs in connection with its spin-off from Noble Corporation
• Seventy-Seven Energy, Inc. – $275 million senior asset-based revolving credit facility and $400 million senior secured term loan facility in connection with its spin-off from Chesapeake Energy Corporation
• Atwood Oceanics, Inc. – $1.55 billion senior revolving credit facility secured by offshore drilling rigs
• Lead arrangers and administrative agents – aggregate $1.3 billion syndicated senior unsecured credit facility and delayed draw term loan for a public energy company MLP sponsor
• Lead arrangers and administrative agents – aggregate $2.4 billion syndicated senior unsecured credit facility and term loan for a public MLP that provides midstream energy services
• Privately-held energy company – $280 million senior secured term loan facility and $375 million senior asset-based revolving credit facility
• Lead arranger and administrative agent – $500 million senior revolving and $750 million senior term loan credit facilities secured by offshore drilling rigs by a public international offshore drilling company
• CST Brands, Inc. – $800 million syndicated senior secured revolving and term loan credit facility in connection with its spin-off from Valero Energy Corporation
• Lead arranger and administrative agent – $1.2 billion syndicated senior unsecured delayed draw term loan for a public energy company
• Bristow Group Inc. – multiple senior secured term loan facilities, aggregating $425 million, secured on a pari passu basis with an existing credit facility, to fund a minority investment in Cougar Helicopters Inc. and the purchase of seven helicopters and certain related assets, as well as to fund working capital needs
• EQT Midstream Partners, LP – $350 million senior unsecured syndicated revolving credit facility in connection with its initial public offering
• Privately-held energy company – multiple bilateral letter of credit facilities (in the $250 million range)
• Lead arrangers and administrative agent – $445 million syndicated senior secured revolving and delayed draw term loan facility to fund a joint venture in the motion picture industry
• Lead arrangers and administrative agent – $1 billion asset-based revolving credit facility for a public food production company

High-Yield Debt Offerings and Private Placements

• NRG Energy, Inc. – $900 million sustainability-linked secured notes, $900 million issuance of pre-capitalized trust securities and numerous other offerings of secured and unsecured notes
• Bristow Group Inc. – $400 million private placement of senior secured notes 
• Tellurian Inc. – $56 million private placement of zero coupon senior notes
• Placement Agent – $80 million private placement of senior secured second lien notes for Shelf Drilling Holdings, Ltd.
• Bristow Group Inc. – $350 million private placement of senior secured notes
• Initial Purchasers – $900 million aggregate private placements of senior notes for Shelf Drilling Holdings, Ltd.
• Noble Corporation – $750 million private placement of priority guaranteed senior notes
• Delek Logistics Partners, LP – $250 million private placement of senior notes
• Transocean Ltd. – multiple private placements of senior secured notes, aggregating approximately $3.0 billion, each secured by specific ultra-deepwater drillships
• Chesapeake Energy Corporation – private offers to exchange approximately $3.8 billion aggregate principal amount of existing senior unsecured notes for $2.4 billion senior secured second lien notes
• Linn Energy, LLC – privately-negotiated exchanges of approximately $2.0 billion aggregate principal amount of existing senior unsecured notes for $1.0 billion senior secured second lien notes
• Initial purchasers – $1.45 billion private placement of senior secured second lien notes by public independent oil and natural gas company
• Paragon Offshore plc – $1.08 billion private placement of senior notes in connection with its spin-off from Noble Corporation
• Seventy-Seven Energy, Inc. – $500 million private placement of senior notes in connection with its spin-off from Chesapeake Energy Corporation
• Institutional purchasers – $500 million private placement of senior notes secured by offshore vessels by a private offshore vessel supply firm
• Initial purchaser – $750 million private placement of senior notes secured by offshore drilling rigs by a public international offshore drilling company
• CST Brands, Inc. – $550 million private placement of senior notes in connection with its spin-off from Valero Energy Corporation
• Institutional purchasers – $200 million private placement of senior notes issued by a wholly owned subsidiary of a public MLP that owns and operates an interstate natural gas pipeline
• Initial purchaser – $500 million private placement of senior notes secured by an offshore drilling rig issued by a wholly owned subsidiary of a public international offshore drilling company
• Bristow Group Inc. – $450 million public offering of senior notes
• Institutional purchasers – $350 million private placement of senior notes issued by a wholly owned subsidiary of a public energy company engaged in the interstate transportation of natural gas
• Atwood Oceanics, Inc. – $450 million public offering of senior notes
• Institutional purchasers – $40 million purchase of senior secured fixed and floating-rate notes issued by a privately held operator and joint owner of a natural gas storage facility
• Initial Purchaser – $150 million private placement of senior PIK toggle notes by a privately held producer of shelf-stable seafood
• Lead underwriter – $150 million public offering of senior notes by a public exploration and production company

Other Financings

• BP PLC – Up to $2.1 billion senior secured seller financing in connection with BP PLC's sale of its upstream Alaska business to Hilcorp Energy