Andy C.R. Veit, P.C.

Sagard Senior Lending Partners as a lender to WildBrain Ltd. (a global leader in kids’ and family entertainment that is home to franchises such as Peanuts, Teletubbies, Strawberry Shortcake, Yo Gabba Gabba!, Caillou, Inspector Gadget and Degrassi and produce award-winning series that are shown in more than 150 countries on more than 500 platforms) in connection with a five-year $415 million senior secured credit facility consisting of a $375 million term loan and a $40 million revolving credit facility.

Kinderhook Industries, LLC and its portfolio company Ironclad Environmental Solutions (an industry-leading provider of specialty waste management solutions and temporary storage and containment equipment for hazardous and non-hazardous waste) in connection with the financing for its acquisition of Adler Tank Rentals (which rents temporary storage tanks and containers used in energy, environmental, industrial and construction applications across the U.S.) from McGrath RentCorp.

Kinderhook Industries, LLC and its portfolio company Rental Equipment Investment Corp. (a premier, super-regional rental equipment services platform) in connection with the financing of multiple add-on acquisitions:

• Cahill Services, a leading provider of specialty rental solutions for high-demand, critical applications across infrastructure, construction, and industrial maintenance markets.
• Blackout Energy Services, Inc., a provider of specialty rental equipment, specializing in flameless heaters and light towers.
• Industrial Drying Solutions, LLC, a provider of specialty rental equipment, including heating, dehumidification and power solutions.
• Black Mountain Rentals, Inc., a provider of general rental equipment primarily serving residential contractors, homeowners, and commercial contractors.
• Midstream Equipment Corporation, a leading provider of specialty rental solutions for high-demand, critical applications in the oil & gas and large industrial sectors.
• Aim High Equipment Rental, Inc., a general equipment rental, sales, and service company.

Kinderhook Industries, LLC and its portfolio company EcoSouth Florida (a provider of non-hazardous waste hauling and disposal services for commercial and industrial waste generators) in connection with the financing of its acquisitions of A Waste and Recycling, Inc. and Z’s Disposal, LLC, two roll-off waste collection companies.

Kinderhook Industries, LLC and its portfolio company Capital Waste Services, LLC (a provider of solid waste hauling services for residential, commercial and industrial waste generators) in connection with the financing of its acquisitions of Southern Central Waste Services, LLC (a roll-off waste collection company) and Priority Waste Services, Inc. (a commercial, residential, and roll-off waste collection company).

Kinderhook Industries, LLC and its portfolio company All States Ag Parts (a supplier of used, rebuilt and aftermarket parts for all makes and models of tractors, combines, other farm machinery, and construction equipment) in connection with the financing of its acquisitions of Trojan Tracks (a supplier of rubber tracks, skid steer tires, and undercarriage parts for heavy industrial equipment) and Arrow Acquisition (which specializes in forks and attachments for a wide range of material handling equipment).

A private company in the issuance of over $200 million of asset-backed securities secured by operated producing oil and gas wells.

Kinderhook Industries, LLC in connection with the underwritten debt financing for its $323 million carve out acquisition of Gulf Tanks Holdings, Inc. from WillScot Mobile Mini Holdings Corp. (Nasdaq: WSC). Gulf Tanks is a leading provider of logistics-based environmental solutions focused on the containment of liquid and solid industrial waste. 

Cineworld Group: Represented Cineworld Group plc and 104 of its debtor affiliates in nearly $2 billion in debtor-in-possession financing in connection with their Chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of Texas. Publicly traded on the London Stock Exchange, Cineworld, the parent company of Regal Entertainment Group, is the second-largest cinema chain in the world, operating over 9,100 screens at nearly 750 cinemas in 10 countries worldwide. Represented Cineworld in connection with its $1.6 billion first lien term loan and $250 million revolver entered into upon its emergence from Chapter 11 bankruptcy.

Bluescape Energy: Represented Bluescape Energy Partners in its purchase of $60 million of convertible senior secured notes from 5E Advanced Materials, Inc. (NASDAQ: FEAM).

Magnetar Capital: Represented Magnetar Capital’s Energy & Infrastructure group in a $100 million preferred equity investment round in PosiGen, a renewable energy solutions provider.

Array Technologies: Represented Array Technologies, Inc. in its $375 million upsized offering of convertible senior notes to finance its acquisition of STI Norland.

Array Technologies: Represented Array Technologies (NASDAQ: ARRY) in its acquisition of Soluciones Técnicas Integrales Norland, S.L., one of Europe’s leading manufacturers of solar trackers.

Vine Energy: Represented Vine Energy Inc. (NYSE: VEI) in its $2.2 billion acquisition by Chesapeake Energy Corporation (NASDAQ: CHK).

Encino Acquisition Partners: Represented Encino Acquisition Partners (EAP) on its inaugural 144A offering of $700 million in senior unsecured notes.

Vine Energy: Represented Vine Energy Holdings LLC, a wholly owned subsidiary of Vine Energy Inc. (NYSE: VEI), in its entry into a $350 million first lien reserve based credit facility and the refinancing of certain of its existing credit facilities.

Vine Energy: Represented Vine Energy Inc. (NYSE: VEI), in its initial public offering, resulting in an aggregate net proceeds received by Vine of $324 million.

Vine Energy: Represented Vine Energy Inc. (NYSE: VEI), in its initial public offering, resulting in an aggregate net proceeds received by Vine of $324 million.

Vine Oil & Gas: Represented Vine Oil & Gas LP in connection with the amendment and refinancing of certain aspects of its existing first-lien reserve based credit facility with a new second-lien term loan facility, and the simultaneous amendment and upsize of its existing second-lien revolving credit facility.

Guidon Operating: Represented Guidon Operating LLC in the divestiture of all leasehold interests and related assets to Diamondback Energy, Inc. (NASDAQ: FANG) for a mixture of cash and shares of Diamondback common stock.

Star Peak Energy Transition: Represented Star Peak Energy Transition Corp. (NYSE: STPK), a special purpose acquisition company, on its $1.35 billion business combination with Stem, Inc., a global leader in clean energy storage systems.

Custom Truck One Source: Represented Custom Truck One Source (CTOS), a Blackstone portfolio company, in its $1.475 billion sale to Nesco Holdings, Inc. (NYSE: NSCO).

Encino Acquisition Partners: Represented 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.

Philadelphia Energy Solutions: Representing PES Holdings, LLC in its prepackaged Chapter 11 restructuring, which carries universal stakeholder support and commitments for over $260 million of new capital, and will provide PES with substantially reduced debt service obligations upon emergence. Headquartered in Philadelphia, PES owns and operates the largest oil refining complex on the U.S. Eastern seaboard. The refining complex, which spans 1,300 acres and has capacity to refine 335,000 barrels of crude oil per day, has been in continuous operation since the 1860s.

Beacon Offshore Energy: Represented Beacon Offshore Energy, a Blackstone portfolio company, in connection with the project financing agreements to develop its offshore oil and gas assets.

BCE-Mach: Represented BCE-Mach LLC, a partnership between Mach Resources LLC, an oil and gas producer led by Tom Ward, and Bayou City Energy Management LLC in connection with the secured reserves-based financing for its acquisition of oil and gas assets across Oklahoma and Kansas.

Brix Oil & Gas: Represented Brix Oil & Gas Holdings, a Blackstone portfolio company, in connection with a development financing facility secured by its oil and gas assets.

EXCO Resources.: Represented EXCO Resources, Inc. in its issuance of $300 million in aggregate principal amount of senior secured 1.5 lien notes due 2022 and warrants for shares of EXCO’s common stock and the exchange of approximately $683 million of senior secured second lien term loans for a like amount of senior secured 1.75 lien term loans.

Guidon Energy: Represented Guidon Energy Holdings, a Blackstone portfolio company, in connection with secured and unsecured financing arrangements to develop its oil and gas assets in the Midland Basin.

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

Custom Truck One Source: Represented Custom Truck One Source (formerly known as Utility One Source), a Blackstone portfolio company, in connection with refinancing of multiple credit facilities with a term loan secured by its specialized trucks and heavy equipment.

Chesapeake Energy: Represented 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 $4.0 billion revolving credit facility, deleveraging transactions and other strategic alternatives.

Swift Energy: Represented Swift Energy Company’s ad hoc group of noteholders and DIP lenders in the Chapter 11 cases and exit financing for the company, 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.

Midstates Petroleum: Represented 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.

Jefferies LLC: Represented 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.

Vine Oil & Gas LP: Represented Vine Oil & Gas LP and its wholly-owned subsidiary, Vine Oil & Gas Finance Corp., in its private offering of $530 million in aggregate principal amount of senior unsecured notes.

RimRock Oil & Gas: Represented 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.

GSO Capital Partners LP: Represented GSO Capital Partners LP and its affiliates in a $250 million preferred equity investment in Carrizo Oil & Gas, which included warrants exercisable for approximately 4% of Carrizo’s common stock.

Sable Permian Resources: Represented 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.

Ultra Petroleum Corp.: Represented Ultra Petroleum Corp., a publicly traded, independent oil and natural gas exploration and production company, in connection with its $1.2 billion exit credit facilities consisting of a $800 million term loan and $400 million revolver.

Blackstone Energy Partners and Sanchez Energy Corporation: Represented 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.

Vine Oil & Gas LP’s Acquisition of Shell’s Haynesville Assets: Advised The Blackstone Group and Vine Oil & Gas LP in connection with $1.2 billion of secured financing for their acquisition of the Haynesville assets of SWEPI LP and Shell Gulf of Mexico Inc., affiliates of Royal Dutch Shell plc.

Delek Drilling & Avner Oil Exploration Bridge Facilities and Senior Secured Notes Offering: Advised JPMorgan Chase, Citibank and HSBC in connection with all aspects of their limited-recourse $300 million bridge financings of natural gas development projects by Delek and Avner. Drafted and negotiated key collateral and security documents in connection with subsequent $2 billion senior secured notes offering secured by the companies’ working interests in the Tamar natural gas reservoir, the largest ever debut USD project bond issuance to be rated investment grade.*

ECP’s Acquisition of NESCO, LLC: Advised ECP on the asset-based debt financing for its acquisition of NESCO, LLC.*

Mars, Incorporated and Wm. Wrigley Jr. Company Refinancings: Represented Mars, Incorporated in connection with a $2 billion bridge credit facility and related refinancing of existing debt. Represented its subsidiary, Wm. Wrigley Jr. Company, in connection with a $2.15 billion senior unsecured term loan facility and $500 million senior unsecured revolving credit facility and related refinancing of existing debt.*

First Reserve Corporation’s Acquisition of TNT Crane & Rigging: Advised First Reserve on the $400 million first lien term loan, $75 million revolving credit facility and $170 million second lien term loan in connection with the debt financing for its acquisition of TNT Crane & Rigging.*

Algeco Scotsman Refinancing and Acquisition of Ausco: Advised Algeco Scotsman, a portfolio company of TDR Capital, on a $1.2 billion multi-jurisdictional asset-based loan facility which was secured by a crossing first and second lien structure with a contemporaneous secured notes offering in connection with a tax restructuring and acquisition requiring directing and coordinating with 28 foreign counsel.*

Bankruptcy and Merger of Dex One and SuperMedia: Represented JPMorgan Chase and Deutsche Bank as administrative agents under Dex One’s and SuperMedia’s credit facilities in the first ever stock-for-stock merger of two public companies pursuant to separate prepackaged Chapter 11 cases.*

JLL Partners’ Acquisitions in the Medical Services Industry: Advised JLL Partners on all aspects of the debt financing of its acquisition of BioClinica, Inc. and CoreLab Partners, Inc. and the subsequent merger to form BioCore Holdings, Inc. Advised BioCore Holdings, Inc. on the debt financing for its merger with CCBR-SYNARC, Inc.*

Advent International and GS Capital Partners’ Acquisition of TransUnion Corp.: Represented Advent International and GS Capital Partners on the debt financing for their $3 billion acquisition of TransUnion Corp.*

Refinancing of Interactive Data Corporation: Represented Interactive Data Corporation, a portfolio company of Silver Lake and Warburg Pincus on its $1.9 billion term loan and $160 million revolving credit facility.*

HCA Inc. Amend and Extend: Represented HCA Inc. in connection with the maturity extension of $700 million of its senior secured term loans.*

3G Capital’s $4 Billion Acquisition of Burger King Holdings, Inc.: Represented JPMorgan Chase and Barclays in connection with the debt financing of the acquisition of Burger King Holdings, Inc. by 3G Capital.*

* Prior to joining Kirkland

Associate, Simpson Thacher & Bartlett LLP