Rachael L. Lichman, P.C.

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

Working Capital Financings

• Amcor plc (NYSE: AMCR) in the refinancing of its existing revolving credit facilities with a $3.75 billion unsecured revolving credit facility
• 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
• Baker Hughes Company (NYSE: BKR) in the refinancing of its $3 billion revolving credit facility
• Bristow Group Inc. in 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
• 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 its $650 million revolving credit facility and multiple tranches of term loan B financings, totally more than $1.6 billion
• 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 and a $950 million senior secured term loan B facility, secured with crossing liens
• EQT Corporation (NYSE: EQT) in its $3.5 billion unsecured revolving credit facility
• Ferguson Enterprises Inc. (NYSE: FERG; LSE: FERG) in connection with the refinancing and upsize of its $1.5 billion unsecured revolving credit facility and its subsidiary’s $500 million term loan facility
• 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
• Huntsman Corporation (NYSE: HUN) in its subsidiary’s $1.2 billion unsecured sustainability-linked revolving credit facility
• 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
• Noble Corporation (NYSE: NE) in its $550 million refinancing of its existing debt facilities and entry into a senior secured revolving credit facility
• ONEOK, Inc. (NYSE: OKE) in the refinancing and upsize of its $3.5 billion unsecured revolving credit facility
• 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
• 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
• 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 existing debt

Acquisition Financings and Acquisition-Related Structuring Matters

• Amcor plc (NYSE: AMCR) in its $3 billion bridge commitments in connection with its $8.43 billion acquisition of Berry Global Group Inc. (NYSE: BERY)
• Constellation Energy (NASDAQ: CEG) in its $26.6 billion acquisition of Calpine Corporation
• Dave & Buster's Entertainment, Inc. (NASDAQ:PLAY) in the financing of its $835 million acquisition of Main Event
• EQT Corporation (NYSE: EQT) in its $35 billion merger with Equitrans Midstream Corporation (NYSE: ETRN); 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; and its $2.3 billion unsecured bridge-loan credit facility of EQM Midstream Partners, LP, a subsidiary of EQT Corporation, to finance, in part, the repurchase and redemption of certain of EQM’s senior notes in connection with EQT Corporation’s joint venture with an affiliate of Blackstone Credit & Insurance
• Gogo Inc. (NASDAQ: GOGO) in its amendment and extension of its $122 million senior secured revolving credit facility and a $250 million senior secured term loan credit facility, in connection with its acquisition of Satcom Direct, an in-flight connectivity provider serving the business aviation and military/government mobility markets
• 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
• 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
• Noble Corporation (NYSE: NE) in its $3.4 billion all-stock merger of equals with Maersk Drilling (CSE: DRLCO)
• 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); and 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
• Ryan, LLC in its CAD $700 million acquisition of the Property Tax business of Altus Group Limited
• 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)

Liability Management, Distressed, Restructuring and Related Transactions

• Team, Inc. (NYSE: TISI), in multiple restructurings of its financing arrangements, including a $130 million ABL facility and a $35 million second-out delayed draw term loan and its $225 million first lien term loan and refinanced $107 million second lien term loan facilities
• Tellurian Inc. (NYSE: TELL) in multiple restructurings of its financing arrangements, including $250 million senior secured notes and aggregate $583 million senior secured convertible notes
• Tupperware Brands Corporation in the reallocation and restructuring of nearly $810 million of its existing senior secured debt
• Washington Prime Group (WPG) in its $100 million debtor-in-possession financing in connection with its Chapter 11 process
• 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
• 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
• WeWork Companies LLC, a subsidiary of WeWork Inc. (NYSE: WE), in multiple liability management transactions, including 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; multiple amendments and extensions of the senior tranche of its letter of credit facility; and 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

Direct Lender Representations

• 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
• 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
• 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

Senior Notes Offerings

• Delek Logistics Partners, LP (NYSE: DKL) and Delek Logistics Finance Corp., a subsidiary of Delek Logistics, in offerings of senior notes aggregating $600 million
• 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)
• WeWork Inc. (NYSE: WE) in the issuance by its subsidiaries of $250 million in aggregate principal amount of senior secured notes

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

• 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
• Chesapeake Energy Corporation – $1.5 billion first lien, second out secured term loan facility
• CST Brands, Inc. – $800 million syndicated senior secured revolving and term loan credit facility in connection with its spin-off from Valero Energy Corporation
• El Paso Electric Company – $400 million senior 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
• 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
• 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
• 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
• Transocean Ltd. – $1 billion senior secured revolving credit facility secured by offshore drilling rigs