Steven M. Keithley

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

• Braemont Capital in its acquisition of Loenbro, LLC, a provider of highly technical, specialized services to the data center, infrastructure and diversified industrial markets, from Tailwind Capital.
• Oaktree Capital Management, L.P., and affiliated funds, in its refinancing of a back-leverage debt facility consisting of a $375 million senior secured first lien term loan and a $96 million capital contribution by the sponsor.
• Canada Pension Plan Investment Board in its $4 billion acquisition (together with 51% joint venture partner IKAV) of Aera Energy, the second largest oil and gas producer in California, from Shell and ExxonMobil.
• Twin Ridge Capital Acquisition Corp. (NYSE: TRCA), in its business combination with Carbon Revolution Limited (ASX: CBR), a leading global manufacturer of lightweight advanced technology carbon fiber wheels.
• RedBird Capital Partners in its investment in Go Rentals, the premier luxury car rental provider in the United States.
• Kodiak Gas Services, Inc. (NYSE: KGS) in its $256 million initial public offering.
• W&T Offshore Inc. (NYSE: WTI), an independent oil and natural gas producer with operations offshore in the Gulf of Mexico, in:
  • the issuance of $275 million in aggregate principal amount of senior second lien notes
  • its various financing arrangements and governance and operational matters related thereto
• Blue Source Sustainable Forests Co., a joint venture between TPG Rise-backed Anew Climate and various equity investors, in its $1.8 billion acquisition of various entities managed by The Forestland Group and its $1+ billion capital raise.
• Devon Energy Corporation (NYSE: DVN) in its $1.8 billion acquisition of Validus Energy, an operator of Eagle Ford Shale assets.
• 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’s $355 million sale of three renewable natural gas landfill assets to Kinder Morgan
• Tailwater Capital and its portfolio companies in:
  • the acquisition of NorTex Midstream, operator of the largest portfolio of non-utility gas storage facilities in North Texas, and NorTex Midstream’s ongoing financing matters, including repricings and upsizings
  • the refinancing of the $200 million revolving credit facility of Producers Midstream LP, a provider of turnkey midstream solutions across the United States for over 70 years
  • financing matters related to the $100 million revolving credit facility and $325 million senior secured notes of Goodnight Water Solutions, builder and operator of water gathering pipelines and saltwater disposal wells in the leading oil shale fields in the United States
• Executive Network Partnering Corp. (NYSE: ENPC), a special purpose acquisition entity, in its $1.3 billion business combination with Grey Rock Investment Partners, a Dallas-based investment firm, resulting in the formation of publicly traded Granite Ridge Resources, Inc. 
• Denbury Inc., formerly the only U.S.-based public company of scale with a focus on carbon capture, use and storage and enhanced oil recovery, in:
  
  • its $4.9 billion sale to ExxonMobil, creating the largest owned and operated CO2 pipeline network in the United States
  • its various financing arrangements, including the refinancing of its $1.5 billion revolving credit facility
• TPG Rise Climate, a TPG-managed global impact fund, in
  • its 1/3 investment in Monarch Bioenergy, a biofuels joint venture with Smithfield Foods and RAE to capture agricultural methane emissions and convert methane into carbon-negative renewable natural gas.
  • its acquisition of Bluesource, the largest carbon credit developer in North America.
  • the merger of Element Markets and Bluesource to form a global decarbonization platform. 
• Pike Corporation, one of the largest providers of infrastructure solutions to utilities in the United States, in connection with its various financing arrangements.
• Amplify Energy Corp (NYSE: AMPY), an independent upstream company focused on the acquisition, production and development of oil and gas properties in the United States, in connection with its ongoing financing matters. 
• Spring Valley Acquisition Corp. (NASDAQ: SV), a special purpose acquisition company sponsored by Pearl Energy Investments, in its attempted $1.2 billion business combination with Aerofarms, an indoor vertical farming company, and its $1.9 billion merger with NuScale Power, an industry-leading provider of small modular nuclear reactor technology.
• ArcLight Capital Partners, in connection with the combinations of its special purpose acquisition companies with Proterra Inc, a provider of commercial vehicle electrification technology, and OPAL Fuels LLC, a vertically integrated producer and distributor of renewable natural gas.
• Fortress Credit Corp. in its $110m term loan to Longreach Energy Investments LLC, a partnership between Australian alternatives fund manager Longreach Alternatives and Giant Capital Management designed to offer Australian investors exposure to US oil-and-gas assets, in connection with the acquisition of Olifant Energy LLC.
• ORIX Capital Partners in its acquisition of Odin Construction Solutions, a leading provider of environmental remediation and geotechnical construction services. 
• Cypress Creek Renewables in its acquisition by EQT Infrastructure V fund from certain funds managed by HPS Investment Partners, LLC and Temasek.
• Bernhard Capital Partners and its portfolio companies in:
  • the acquisition of RailWorks Corp., North America’s leading rail infrastructure solutions provider, from Wind Point Partners
  • the acquisition of Entergy’s gas distribution business, serving 200,000 homes and businesses in New Orleans and Baton Rouge
  • Railworks Holdings, LP’s inaugural 144A/Reg S offering of $325 million in senior secured second lien notes
• Team, Inc. (NYSE: TISI), a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions, in its various financing agreements.
• Payveris, a cloud-based person-to-person and account-to-account software provider, in connection with its sale to Paymentus Holdings, a cloud-based bill payment technology provider.
• Bison Oil & Gas Partners II, LLC, a private exploration and production company backed by Carnelian Energy Capital Management, in connection with the amendment and restatement of its first lien term loan and related hedging matters.
• ECP in connection with the acquisition of Liberty Tire Recycling from The Carlyle Group. 

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

• Numerous private credit providers on a full range of products (including among others, unitranche, second lien, private investment in public equity, mezzanine debt and preferred stock) ranging in size from $5 million to $5 billion.
• Leading global investment banking, securities and investment management firm in its ongoing financial reporting obligations.
• Financial holding company and bank holding company in connection with its shelf debt offerings.
• Investment bank in connection with its acquisition of a self-clearing broker-dealer and technology company.
• Global investment management firm in connection with an investment of over $400 million in a digital investment management entity.
• Canadian pension fund in connection with the amendment of its debt investments in a fuel cell manufacturer.
• A consortium of major financial institutions in the formation of a utility to streamline their AML compliance obligations.
• Digital financial services company in connection with its $2.65 billion acquisition of a non-prime credit card and consumer finance lender.
• Merger of equals between two global automobile manufacturers valued at €40 billion.
• Financial institution lenders in a $150 million credit facility to fund the development of a liquid fuel storage terminal project in Mexico.
• Genomic-based diagnostic test provider in connection with its $2.8 billion sale to a molecular diagnostics company.
• Specialty medical devices firm in connection with its $2 billion sale to a global industrial organization.
• Oilfield services company in connection with the restructuring of $241.9 million in term loans, including an exchange for $20 million in new term loans and common stock, an amended asset-based loan facility and an amended and restated term loan.
• Japanese multinational conglomerate holding company in connection with its $200 million Series D investment in an American property and casualty insurance company.
• Japanese property and casualty insurance group in connection with the $1.5 billion sale of its reinsurance business to a Bermudan reinsurance company.
• Insurance company in connection with its dollar- and yen-denominated debt offerings.
• Insurance company in connection with its private offering pursuant to Rule 144A and Section 3(c)(7) of $800 million in Pre-Capitalized Trust Securities.
• Electronic payment technology provider in connection with its $3.4 billion acquisition by a consortium of private equity and pension funds.
• Shopping mall operator in connection with its $15.3 billion acquisition by a diversified global real estate company.
• Australian iron ore producer in connection with its $325 million Term Loan B and revolving financing facilities.
• Global asset management company in the acquisition financing of a minority stake in connection with a sale to Japan's largest private life insurance company.
• Oil and natural gas exploration company in its incurrence of a $1 billion first lien, second out term loan facility, cash tender offer to repurchase unsecured bonds and the amendment of its existing first lien credit facility.
• Dutch multinational conglomerate in the initial public offering of its lighting business with a market capitalization of €3 billion.
• Issuer in its offer to exchange up to $6.4 billion in new SEC-registered notes for seven series of dollar-denominated debt securities previously issued by a global brewing company and certain of its subsidiaries.

Sullivan & Cromwell LLP, New York & London

Hunton Andrews Kurth LLP (f/k/a Andrews Kurth LLP), Dallas

Vinson & Elkins LLP, Houston

United Nations Capital Development Fund — Acted on behalf of the United Nations Capital Development Fund in the creation and development of its standard form lending documents.

Veterans Claims — Prepared appeals on behalf of disabled veterans at the VA Regional Office, Board of Veterans Appeals and U.S. Court of Appeals for Veterans Claims levels.