Andrew Calder, P.C.

Since joining Golden Flag, Andrew has been involved in the following representations:

• Global Infrastructure Partners (GIP) in its sale of an equity stake in Phase 1 of NextDecade Corporation’s (NASDAQ: NEXT) Rio Grande LNG to ADNOC;

• Consortium of Global Infrastructure Partners (GIP) and Canada Pension Plan Investment Board (CPPIB) in the $6.2 billion acquisition of ALLETE, Inc. (NYSE: ALE);

• Talen Energy in the $785 million sale of its 1,710 MW portfolio of natural gas-fired generation facilities in ERCOT to CPS Energy;

• Talen Energy in the $650 million sale of its nuclear-powered Cumulus data center campus to Amazon Web Services;

• Global Infrastructure Partners in its $12.5 billion acquisition by BlackRock, Inc. (NYSE: BLK), creating a leading infrastructure private markets investment platform with over $150 billion in AUM;

• Global Infrastructure Partners in its investment in Rio Grande LNG’s $18.4 billion Phase I development and project 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;

• Brookfield Infrastructure Partners L.P. in its $30 billion joint venture with Intel Corporation to fund Intel’s under-construction semiconductor fabrication facility in Chandler, Arizona;

• Consortium and KKR in the $15 billion all-cash acquisition of CyrusOne Inc. (NASDAQ: CONE); 

• GEP Haynesville, LLC in its $1.85 billion sale to Southwestern Energy (NYSE: SWN);

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

• KKR in its $4.475 billion acquisition of the Atlantic Aviation business of Macquarie Infrastructure Corp.;

• Indigo Natural Resources LLC in its $2.7 billion merger with Southwestern Energy Company (NYSE: SWN);

• Stonepeak Partners LP in the formation of Levo Mobility LLC, a $750 million sustainable infrastructure joint venture with Nuvve Holding Corp. (NASDAQ: NVVE);

• Alta Resources in the $2.925 billion sale of its upstream and midstream subsidiaries for cash and public stock consideration to EQT Corp.;

• Special Committee of the Board of Directors of TerraForm Power, Inc. (NASDAQ: TERP) in its $1.58 billion sale to Brookfield Renewable Partners (NYSE: BEP);

• BCE-Mach III LLC, an affiliate of Bayou City Energy Management and Mach Resources, in its acquisition of Alta Mesa Holdings, LP and its subsidiaries’ upstream oil and gas assets and Kingfisher Midstream, LLC and its subsidiaries’ midstream assets as part of the 363 sales process of the debtor sellers;

• SemGroup Corp. (NYSE: SEMG) in its approximately $5.1 billion sale to Energy Transfer LP (NYSE: ET);

• Partners Group in its acquisition of 50% stake in EnfraGen, LLC, a developer, owner and operator of thermal power generation, solar and hydropower assets in Latin America;

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

• GIC in its acquisition of a minority stake in WaterBridge Resources LLC from funds affiliated with Five Point Energy LLC and WaterBridge management;

• Amplify Energy Corp. (OTCQX: AMPY) in an all-stock merger-of-equals with Midstates Petroleum Company, Inc. (NYSE: MPO);

• LLOG Bluewater Holdings, LLC in its $1.4 billion sale of Gulf of Mexico assets to Murphy Oil Corp;

• KKR in its $900 million partnership with NextEra Energy Partners, LP to own a portfolio of 10 utility scale wind and solar projects across the U.S.;

• ArcLight Energy Partners Fund V, L.P. in its affiliate’s acquisition by merger of the outstanding common units that ArcLight and its affiliates did not own of American Midstream Partners, LP;

• An affiliate of The Carlyle Group in a strategic equity investment in Crimson Midstream Holdings, LLC, a provider of crude oil transportation and storage services;

• ArcLight Capital Partners, LLC in its joint acquisition, with BP Products North America Inc., of Thorntons Inc., an owner and operator of retail gas stations and convenience stores;

• ArcLight Energy Partners Fund VI, L.P.  in its subsidiary TLP Finance Holdings, LLC’s $536 million acquisition by merger of the outstanding common units that ArcLight and its affiliates do not currently own of TransMontaigne Partners L.P.;

• GenOn Energy, Inc. and its wholly owned indirect subsidiary, NRG Wholesale Generation LP, in the $314 million sale of the Choctaw facility, a combined cycle, natural gas-fueled electrical generation plant, to Entergy Mississippi, Inc.;

• FourPoint Energy and its investors, Quantum Energy Partners and GSO Capital Partners, in the formation of a new pure-play Midland Basin joint venture with Double Eagle Energy Holdings III LLC named DoublePoint Energy, LLC, with over 70,000 acres in Midland, Glassock, Martin, Howard, Upton and Reagan Counties, Texas;

• Royal Resources in the sale of its Eagle Ford Shale assets to Osprey Energy Acquisition Corp., an energy-focused SPAC, for a transaction value of $894 million;

• Savage Companies in its merger with Bartlett and Company and the subsequent Savage Enterprises joint venture, a provider of supply chain and industrial services spanning the agriculture, energy and chemical, and environmental sectors;

• GenOn Energy Inc. on its $390 million sale of electricity generating facilities, Canal Units 1 and 2, to Stonepeak Kestrel Holdings LLC, a subsidiary of Stonepeak Infrastructure Partners;

• Savage Services in the acquisition of EnviroServe, a specialized waste transportation and disposal services company;

• GenOn Energy Inc. on its approximately $520 million sale of the Hunterstown CCGT power generation facility to Platinum Equity;

• Indigo Natural Resources LLC in its consolidation with three affiliated operating entities under a common capital structure in connection with a private offering of $650 million of senior unsecured notes;

• Vine Oil & Gas LP in its exchange with GEP Haynesville, LLC of non-operated working interests in joint venture assets located in Northwest Louisiana;

• WGL Holdings, Inc. in its $6.4 billion sale to AltaGas Ltd.;

• Bonanza Creek Energy in its proposed $746 million sale to SandRidge Energy;

• Blackstone Energy Partners on its purchase of a 25 percent joint venture interest in the Grand Prix natural gas liquids pipeline from Targa Resources Corp.;

• Energy Future Holdings Corp. in its $18.8 billion sale to Sempra Energy;

• Calumet Specialty Products Partners, L.P. in its $435 million sale of its Superior, Wisconsin refinery to Husky Energy;

• Avista Corp. in its $5.3 billion sale to Hydro One Ltd.;

• Linn Energy, LLC in connection with its emergence from chapter 11 and various asset dispositions and corporate transactions;

• Energy Future Holdings Corp. on its $18.1 billion sale to Berkshire Hathaway Energy Co.;

• Indigo Haynesville in its purchase from Chesapeake of $450 million in Haynesville assets and associated placement of second lien and equity financing with a syndicate of private equity firms;

• 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;

• 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;

• CSL Capital Management in its joint venture with Baker Hughes and Goldman Sachs’ merchant banking division combining the parties’ pressure pumping businesses under the BJ Services brand;

• Sithe Global Power, an affiliate of The Blackstone Group, in its $1.2 billion sale of interests in two coal-fired power plants in The Philippines to Aboitiz Power Corp.;

• The Blackstone Group and ArcLight in the $2.17 billion acquisition of four Midwest power plants from subsidiaries of American Electric Power;

• ECP Mezzanine Opportunities Fund in its preferred equity investment in Ramaco Development, a Yorktown-backed metallurgical coal miner;

• Fisterra Energy, a company owned by affiliates of The Blackstone Group, in the sale of the Ventika wind generation facilities, the largest wind farm in Mexico and one of the largest in Latin America, to Infraestructura Energética Nova, S.A.B. de C.V.’s (a unit of Sempra Energy), for an approximate purchase price of $852 million;

• The Blackstone Group in the formation of the Guidon Energy joint venture and the subsequent purchase of oil and gas assets in the Midland Basin;

• The Blackstone Group in its $1 billion capital commitment to Jetta Permian, LP, a Delaware basin-focused oil and gas exploration and production company;

• Alberta Investment Management Corporation in its $500 million preferred equity investment in Howard Midstream Energy Partners, LLC;

• Energy Future Holdings in its proposed $18.7 billion sale of the company and its stake in Oncor Electric Delivery Co. to NextEra Energy;

• Kohlberg Kravis Roberts & Co L.P. in its investment in Resource Environmental Solutions, LLC, a leader in the ecological solutions market;

• Talen Energy Corporation in its $5.2 billion sale to Riverstone Holdings LLC;

• 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;

• Sithe Global Power, an affiliate of The Blackstone Group, in the sale of its interest in the Bujagali hydropower project in Uganda;

• 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;

• WL Ross Holding Corp. in its approximately $1.6 billion acquisition of a large chemical and plastics distributor, Nexeo Solutions, from TPG;

• 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;

• Blackstone Energy Partners in its equity commitment to Clarion Offshore Partners LLC, a new platform to provide strategic solutions to the offshore oil and gas drilling and services sector;

• EIG Global Energy Partners on 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;

• Talen Energy Corporation in its sale of a 399 MW coal-fired power plant in Baltimore, Maryland to Avenue Capital Group;

• Talen Energy in its $654 million sale of the 704-megawatt Ironwood plant, a combined cycle, natural gas-fired plant, to a subsidiary of TransCanada Corp.;

• Samson Resources Corporation in its Chapter 11 restructuring;

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

• GEP Haynesville LLC, the consortium of GeoSouthern Haynesville, LP and GSO Capital Partners LP in its $850 million agreement to acquire from indirect, wholly-owned subsidiaries of Encana Corporation its Haynesville Shale assets;

• MACH Gen, LLC, a privately held holding company of three power plants in Arizona, New York, and Massachusetts, in its $1.175 billion sale to Talen Energy Supply, LLC, a wholly owned subsidiary of Talen Energy Corp. and one of the largest competitive energy and power generation companies in the United States;

• MRC Global Inc., the largest global distributor of pipe, valves and fittings (PVF) and related products and services to the energy industry, in its agreement to issue $363 million of 6.50% Series A Convertible Perpetual Preferred Stock to an affiliate of Cornell Capital LLC;

• EIG Global Energy Partners in its $1 billion investment in Breitburn Energy Partners LP, 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;

• Kohlberg Kravis Roberts & Co L.P. in its participation in a $440 million PIPE transaction with Eclipse Resources Corp.;

• Blackstone Energy Partners in its $700 million equity commitment to Windy Cove Energy LLC to acquire and develop carbon dioxide-enhanced oil recovery properties in the United States;

• The Blackstone Group and Vine Oil & Gas LP in the acquisition of the Haynesville assets of SWEPI LP and Shell Gulf of Mexico Inc., affiliates of Royal Dutch Shell plc;

• The Blackstone Group in its partnership with Black Rhino, an African infrastructure development company, to develop large-scale infrastructure projects across Sub-Saharan Africa with a focus on the energy industry; and

• Kohlberg Kravis Roberts & Co L.P. in its agreement with Riverstone Holdings LLC to merge the existing assets held by KKR Natural Resources Funds with the assets of Legend Production Holdings, LLC, a portfolio company of Riverstone, to create a new oil and gas company called Trinity River Energy, LLC.

Prior to joining Golden Flag, Andrew was in involved in the following representations:

• PPL Corp. in its spin-off of new publicly traded power producer through a merger with Riverstone Holdings;

• GeoSouthern Eagle Ford Development LLC in its approximately $6 billion sale to Devon Energy;

• Alta Energy Luxembourg S.à.r.l. in its sale to Chevron Canada Limited;

• The Blackstone Group in its $685 million acquisition of multiple power plants from Direct Energy;

• American Petroleum Tankers and State Class Tankers in the $962 million sale to Kinder Morgan;

• Kohlberg Kravis Roberts & Co. L.P. in its $232.9 million joint venture with Torq Energy Logistics Ltd.;

• Arch Coal, Inc. in its $435 million sale of its Utah coal assets to Bowie Resources, LLC;

• Kohlberg Kravis Roberts & Co. L.P. in its $3.9 billion acquisition of Gardner Denver, Inc. and its $7.2 billion acquisition of Samson Investment Company;

• The Blackstone Group in its $1.2 billion joint venture with LLOG Exploration LLC;

• Petrohawk Energy Corporation in its $11.8 billion sale to BHP Billiton;

• Kohlberg Kravis Roberts & Co. L.P. in the formation of a $250 million partnership with Chesapeake Energy Corporation to invest in mineral interests and royalty interests in key oil and gas basins in the United States;

• Kohlberg Kravis Roberts & Co. L.P. in its $1 billion purchase of Chevron’s 23.44% stake in the Colonial Pipeline Company;

• Affiliates of Kohlberg Kravis Roberts & Co. L.P., Texas Pacific Group and Goldman Sachs & Co. in the $31.8 billion acquisition of TXU Corp.;

• PPL Corporation in its $5.6 billion acquisition of Central Networks and its $11.9 billion acquisition of E.ON U.S. LLC;

• Energy Future Holdings Corp. in its $1.2 billion sale of an approximate 20 percent minority ownership interest in Oncor Electric Delivery Company LLC;

• KeySpan Energy in its $7.3 billion sale to National Grid;

• First Reserve Corporation in its acquisitions of various power generation and transmission facilities;

• ITC Holdings Corp. in its $866 million acquisition of Michigan Electric Transmission Company LLC and its $780 million acquisition of the transmission assets of Interstate Power & Light Company;

• Blackstone in its approximately $2.7 billion leveraged buyout of Anheuser-Busch InBev’s Busch Entertainment theme parks;

• Morgan Stanley as financial advisor to the Audit, Conflicts and Governance Committee of the general partner of Duncan Energy Partners L.P. in the merger of DEP with a subsidiary of Enterprise Products Partners L.P.;

• Barclay’s Capital Inc. as financial advisor to Exelon Corporation in the combination of Exelon with Constellation Energy;

• BC Partners and Silver Lake in the acquisition of MultiPlan Holdings, Inc.;

• Graham Packaging Company Inc. in its initial public offering; and

• Ford Motor Company in its sale of The Hertz Corporation.