Lucas E. Spivey, P.C.

Acquisition Financing

• NexCore in its acquisition of DWC Mechanical, Inc., a Buffalo-based mechanical commercial HVAC services company
• Improving in its acquisition of Leniolabs, a software development company
• Morgan Stanley Infrastructure Partners in its co-control equity investment in Flextential, a leading data center solutions provider
• A private equity sponsor on its majority investment in a cross-border joint venture to build-out fiber-to-the-home networks
• NexCore, a commercial HVAC service platform backed by Trinity Hunt Partners, in its acquisition of Kennedy Mechanical and Ryan Plumbing & Heating, leading providers of commercial HVAC, plumbing, and fire protection services
• TPG Rise Climate in its definitive agreement to acquire Olympus Terminals, a leading independent storage provider for renewable fuels and refined products in Southern California
• Savage in its acquisition of Texon, a midstream service provider of butane blending and energy marketing services
• EQT in a joint venture between EQT Infrastructure VI fund and T-Mobile (NASDAQ: TMUS) to acquire Lumos, a fiber-to-the-home platform, and to build-out its fiber optic network
• Morgan Stanley Infrastructure Partners in its structured investment in The Pasha Group, a leader in maritime transportation
• Bernhard Capital Partners in its $1.2 billion acquisition of CenterPoint Energy, Inc.’s gas distribution business in Louisiana and Mississippi
• Ridgewood Infrastructure in the financing of its acquisition of Waste Resource Management
• RedBird Capital Partners in its investment in Go Rentals, the premier luxury car rental provider in the United States specializing in premium end-markets
• Transportation Infrastructure Partners, a joint venture between Ridgewood Infrastructure and Savage Enterprises, in its acquisition of The Dupuy Group, a provider of port logistics infrastructure and services
• Riley Exploration Permian, Inc. (NYSE: REPX) in its acquisition of oil and gas assets in the Permian Basin from Pecos Oil & Gas, LLC and its issuance of senior unsecured notes in connection therewith
• United Utility Services, a Bernhard Capital Partners portfolio company, in its financing of the acquisition of BHI Power Delivery, a specialty utility transmission and distribution services provider, from Westinghouse Electric Company
• Canada Pension Plan Investment Board (CPP Investments) in its partnership with IKAV to acquire Aera Energy, California’s second largest oil and gas producer
• I Squared Capital in its acquisition of a majority interest in the Whistler Pipeline
• Pacolet Milliken, a sustainability-focused investment firm, in its joint venture investment with Evensol, a leading developer of renewable biogas assets
• I Squared Capital in its acquisition of VLS Environmental Solutions, a sustainability solutions and ESG-friendly waste services company
• H3 Minerals, LLC, an affiliate of Haymaker Minerals & Royalties III and portfolio company of Denham Capital, in a reserve-based revolving credit facility with Wells Fargo Bank, National Association entered into in connection with the acquisition of a large-scale diversified mineral portfolio in Texas, Louisiana, North Dakota, and Montana 
• Crescent Energy Company (NYSE: CRGY) in its $815 million all-cash acquisition of Uinta Basin assets from Verdun Oil Company II LLC  
• KKR and Atlantic Aviation in its acquisition of the Lynx FBO Network 
• Cureton Front Range, a midstream oil and gas company, in its acquisition of a portfolio of midstream assets from Aka Energy Group 
• Tailwater Capital, together with Waste Management (NYSE: WM) through a newly formed joint venture, in its acquisition of a significant interest in Continuus Materials, a waste-to-product business that transforms discarded plastic and fiber material into engineered building products
• KKR and Atlantic Aviation in the merger of Atlantic Aviation and Ross Aviation 
• KKR in its $4.475 billion acquisition of the Atlantic Aviation business of Macquarie Infrastructure Corp. 
• Alta Resources in the $2.925 billion sale of its upstream and midstream subsidiaries for cash and public stock consideration to EQT Corp.
• ECP in connection with the acquisition of Liberty Tire Recycling from The Carlyle Group 
• Tailwater Capital in its acquisition of NorTex Midstream, a leading natural gas storage and transmission company serving North Texas 
• HighPoint Resources Corp. (NYSE: HPR) on its $376 million combination with Bonanza Creek Energy, Inc. (NYSE: BCEI)
• Savage Companies in its merger with Bartlett and Company and the subsequent Savage Enterprises joint venture, a leading global provider of supply chain and industrial services spanning the agriculture, energy and chemical, and environmental sectors
• KKR/Venado Oil & Gas, LLC in its $765 million acquisition of Cabot Oil & Gas Corporation’s (NYSE: COG) developed and undeveloped oil and gas assets in the Eagle Ford Shale
• KKR/Venado Oil and Gas, LLC in its $300 million acquisition of certain of EXCO Resources, Inc.’s (NYSE: XCO) producing and non-producing oil and natural gas properties in South Texas
• KKR/Haymaker Resources LP in its acquisition of Chesapeake Energy Corporation’s (NYSE: CHK) producing and non-producing mineral and royalty interests associated with over 8,500 wells across 24 states and 324 counties
• Bernhard Capital Partners in obtaining a syndicated facility to fund the acquisitions of construction and program management firms, Moreland Altobelli Associates, PaveTex Engineering and Engineering Testing Services as part of the Atlas Technical Consultants platform
• KKR/Pacific Coast Energy Company LP in its acquisition of oil and gas assets in Orange County and Los Angeles County, California from LINN Energy, Inc.
• Alta Marcellus Development, LLC, a wholly owned subsidiary of Alta Resources Development, LLC, in 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 its $207 million acquisition of oil and gas assets in the Marcellus Shale of north-central Pennsylvania from Mitsui E&P USA LLC
• An undisclosed buyer in its purchase of certain of Gastar Exploration Inc.’s oil and gas leasehold interests located primarily in northeast Canadian County and also in southeast Kingfisher County, Oklahoma for approximately $71 million
• Independent oil and gas company in its $423 million acquisition of Devon Energy Corporation’s (NYSE:DVN) oil and gas properties in the southern Midland Basin
• WL Ross Holding Corp. (NASDAQ – WLRH) in its acquisition of a large chemical and plastics distributor, Nexeo Solutions, from TPG
• Confidential private equity firm in its acquisition of mineral interests across multiple basins
• Ajax Resources, an exploration and production company backed by Kelso & Company, in its $376.1 million acquisition of W&T Offshore, Inc’s (NYSE: WTI) interest in the Yellow Rose field in the Permian Basin
• KKR/Fleur de Lis Energy, LLC in its acquisition of Anadarko Petroleum Corporation’s CO2 enhanced oil recovery properties in the Powder River and Green River Basins of Wyoming
• KKR/Fleur de Lis Energy, LLC in its acquisition of LINN Energy’s Wolfberry positions in Ector and Midland counties in the Permian Basin
• Thomas H. Lee’s and Fidelity National Financial’s investment in Ceridian
• Thomas H. Lee in its investment in MoneyGram International
• Thomas H. Lee’s and Broad Street Principal Investments’ (an affiliate of Goldman Sachs) investment in CTI Foods
• Fidelity National Financial in its investment in Lender Processing Services
• Darling Ingredients in its investments in Griffin Industries, Rothsay and VION Ingredients
• Ceridian in its investment in Dayforce
• CCMP in its investments in Milacron and LHP Hospital
• Brazos Investment Partners in its recapitalization and combination of Flint Trading and Ennis Paint into Ennis-Flint
• Asurion in its investment in N.E.W. and the subsequent recapitalization and combination of Asurion and N.E.W. into NEW Asurion
• Nortek in its investment in 2GIG
• Berkshire Partners in its investment in SRS Distribution
• Summit Partners in its investment in Sparta Systems
• Advent International in its investment in Aerodom
• CIP in its investment in eDriving
• Kinder Morgan in its investment in El Paso
• A private investor group in its investment in the Tampa Bay Lightning hockey team
• International Game Technology in its financing matters in its acquisition by GTECH
• General Electric Capital Corporation/LStar Financial Investments in its acquisition financings provided to Cruz Bay Publishing and Vision-Ease Lens

General Financing

• LM Energy in the sale of its natural gas gathering and transportation business in the Delaware Basin to Trace Midstream
• A private equity consortium led by EOC Partners and Elda River Capital in its significant preferred equity investment in Brazos Midstream to fund new-build gathering and processing infrastructure in the Midland Basin
• CoreWeave, a specialized cloud provider of large-scale GPU-accelerated workloads, in its $7.5 billion debt financing facility
• Upstream oil and gas company in its note purchase agreement with a direct lender, the proceeds of which were used to fund the acquisition of oil and gas assets in Texas
• Minerals and royalties company in its senior secured reserve-based revolving credit facility
• LM Energy, a portfolio company of Old Ironsides Energy, in the carveout sale of its crude oil gathering business in the Delaware Basin
• CoreWeave, a specialized cloud provider of large-scale GPU-accelerated workloads, in its $2.3 billion debt financing facility
• North Hudson Production Partners in its $250 million senior secured reserve-based revolving credit facility
• Kodiak Gas Services, Inc. (NYSE: KGS) in its $256 million initial public offering
• MAS Energy LLC and MAS CanAM LLC in the sale of MAS CanAm’s renewable natural gas development platform to CIM Group
• Mas CanAm LLC in its $355 million sale of three renewable natural gas landfill assets to Kinder Morgan Inc.
• Goodnight Water Solutions, a Tailwater Capital portfolio company and a leading midstream produced water infrastructure company, in connection with a $100 million revolving credit facility and $325 million senior secured notes 
• Producers Midstream LP in the $200 million refinancing of its credit facilities  
• 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) 
• Independence Energy Finance LLC, a portfolio company of KKR, in its internal reorganization of nearly all its domestic energy-related real property assets, including refinancing eight separate credit facilities with one $850 million reserve based lending credit facility and $500 million of senior notes
• HPS Investment Partners, LLC (HPS) in C$120 million term loan financing provided to Canaccord Genuity Group, Inc. (CGGI), a leading financial services firm based in Canada, in connection with CGGI’s redemption of its convertible debentures and the subsequent acquisition by HPS of preferred shares issued by CGGI’s UK wealth management subsidiary  
• McDermott International, Ltd on securing approximately $560 million in new capital
• Salt Creek Midstream in a comprehensive recapitalization, which included additional investments from its existing lender groups and funds managed by Ares Management
• Värde Partners the exchange of Lilis Energy, Inc.’s outstanding second lien term loan for a combination of preferred and common stock
• Salt Creek Midstream, a midstream partnership between Ares Management, L.P. and ARM Energy Holdings, LLC, in debt and equity financing matters
• Salt Creek Midstream, LLC, a midstream development platform controlled by Ares Management, L.P. and ARM Energy Holdings, LLC, in obtaining a $350 million term loan and a $32 million letter of credit facility from Deutsche Bank to fund the acquisition, development and construction of midstream oil and gas assets in the Permian Basin
• Development Capital Resources, LLC, an Ares Management, L.P. (Ares) portfolio company, in its $750 million investment for common and preferred equity in a joint venture with California Resources Corporation (CRC) to operate midstream infrastructure assets and related purchase by Ares in a private placement of $50 million of CRC common stock
• Värde Partners, Inc. in its $100 million convertible preferred equity investment in Lilis Energy, Inc.
• Large private global investment fund (Investor) in its drilling participation arrangement with Gastar Exploration Inc. (NYSE MKT: GST), where the Investor agrees to jointly develop up to 60 Gastar-operated wells in the STACK play in Kingfisher County, Oklahoma
• TPG Special Situations Partners, LLC in the formation of $400 million drilling partnership to develop domestic unconventional resources in the Midland Basin with Hunt Oil company.
• Ares Management, L.P. in its extension of junior lien capital and its investment in Clayton Williams Energy, Inc. (NYSE: CWEI)
• American Energy - Permian Basin, LLC, a private equity-backed exploration and production company, in its issuance of $530 million of Senior Secured First Lien Notes
• Large global investment fund in the formation of drilling participation arrangement with SandRidge Energy (NYSE: SD) to develop up to $200 million of wells in the NW STACK play
• GSO Capital Partners LP in its first-lien credit facility for Warren Resources, Inc. consisting of the issuance of new money first-lien loans to refinance existing debt and provide for working capital needs and an exchange of existing unsecured senior notes at a discount to par into additional first-lien loans
• 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
• Woodford Express, a midstream portfolio company of Quantum Energy Partners, in its revolving credit facility
• Ceridian in its debt refinancings and issuances (including bond issuances) and in its split and reorganization of the HCM and Payments businesses
• Darling Ingredient in its debt refinancings and issuances (including bond issuances) and in Darling’s bio-diesel joint venture with Valero
• Michael Foods in its debt refinancings and issuances and Thomas H. Lee and Michael Foods in the sale of a majority interest to Goldman Sachs
• NEW Asurion in its debt refinancings and issuances and in multiple recapitalization transactions
• Univision in its debt refinancings and issuances (including bond issuances) and in its transactions with Televisa and Gladebrook and other joint venture transactions
• Debt refinancings, issuances and related transactions for Nortek, Light Tower Rentals, Genstar Capital Partners, Globe Energy Services, Midstates Petroleum, SandRidge Energy, Hunt Consolidated, Sparta Systems, Canpages, Milacron, Cooper Gay, Susser Holdings, MoneyGram International, Lee Enterprises, Evolution Benefits, Voice Construction, Tyson Foods and Fidelity National Financial 
• Debt and equity transactions for Apollo Global Management, Ares Management, GSO, EIG Global Energy Partners, Vӓrde Partners, General Electric Capital Corporation, LStar Financial Investments, LStar Loan Company, Harbinger Capital Partners and Fortress Credit Corp.

Workouts, Restructurings and Bankruptcy Financing

• Unsecured creditor group of Talen Energy, one of the largest competitive power generation companies in North America, in connection with its Chapter 11 reorganization and $1.4 billion recapitalization led by the unsecured creditor group, which emerged as the new majority equity owners of the reorganized company
• California Resources Corp. (NYSE: CRC) in its emergence from Chapter 11 and subsequent consolidation of CRC and Ares Management LP’s ownership in the Elk Hills power plant and cryogenic gas plant
• McDermott International, Inc. (NYSE: MDR) and its affiliates, a leading global provider of integrated engineering, procurement, construction and technology services, in a $1.7 billion superpriority secured credit facility, and subsequently in creditor negotiations achieving a prepackaged Chapter 11 filing that deleveraged over $4 billion of funded debt and in securing a $2.81 billion debtor-in-possession financing package from their senior secured lenders, and upon exit from Chapter 11, in an exit financing consisting of $2.44 billion in letter of credit capacity and $544 million of term loan obligations
• Various private equity funds and hedge funds in distressed debt and equity investments and rescue financings and recapitalizations
• Globe Energy Services, AFGlobal Corporation, Midstates Petroleum, SandRidge Energy, Swift Energy, Nortek, General Growth Properties, Pilgrim’s Pride, Tampa Bay Lightning, Hawkeye Renewables, Panolam, International Aluminum and Texas Rangers/Hicks Sports Group in their bankruptcy financings and workouts and restructurings

*Certain representations occurred prior to Lucas' association with Kirkland.