Mary Kogut, P.C.

Acquisition/Corporate Finance

• Consortium of Global Infrastructure Partners (GIP) and Canada Pension Plan Investment Board (CPPIB) in the $6.2 billion acquisition of ALLETE, Inc. (NYSE: ALE).
• 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.
• Maverick Natural Resources in the issuance of $640 million of asset-backed securities secured by Maverick's Western Anadarko Basin producing wells, as part of a master trust.
• Altera Infrastructure L.P., a global provider of critical infrastructure assets to the offshore energy industry, in its entry into its debtor-in-possession credit facility, and subsequent financing of seven exit credit facilities totaling nearly $1.6 billion, in connection with its emergence from Chapter 11 bankruptcy.
• Callon Petroleum Company (NYSE: CPE) in its revolving credit facility with $5.0 billion of maximum commitments, a $2.0 billion borrowing base and $1.5 billion of elected commitments.
• Magnolia Oil & Gas Corp (NYSE: MGY) in Magnolia Oil & Gas Operating, LLC’s $1 billion reserve-based credit facility refinancing with a $450 million initial borrowing base.
• GEP Haynesville, LLC in its $1.85 billion sale to Southwestern Energy (NYSE: SWN).
• Chesapeake Energy Corporation in its $2.5 billion reserve-based credit facility.
• Various portfolio companies of Carnelian Energy Capital in their reserved based credit facilities.
• Whiting Petroleum in its $750 million reserve-based revolving credit facility.
• Northern Oil and Gas Inc. in the financing for the acquisition of certain non-operated natural gas assets in the Appalachian Basin from a subsidiary of Reliance Industries Ltd.  
• Callon Petroleum Company in capital structure initiatives used to reduce borrowings on Callon’s credit facility, including entering into a $140 million cash generating overriding royalty interest ("ORRI") transaction with a private investment vehicle managed by Kimmeridge Energy, and a $300 million issuance of secured second lien notes and warrants.
• Oaktree Capital Management in its $750 million unsecured term loan financing to NuStar Energy L.P.
• Callon Petroleum Company in its fully committed $5 billion first lien reserve-based financing in connection with its merger with Carrizo Oil & Gas and subsequent amendments to the same.
• Centennial Resource Development in its uptier exchange of $250 million unsecured notes for $130 million second lien notes, related amendment to its $700 million reserve-based credit facility and negotiation of related intercreditor arrangements.
• Northern Oil & Gas in the refinancing of its $800 million first lien reserve-based financing facility, consent solicitation in respect of its 8.50% second lien notes and issuance of $150 million of preferred equity.
• Bison Oil & Gas Partners II, LLC, private exploration and production company backed by Carnelian Energy Capital Management, in its $155 million first lien term loan and related hedging matters.
• A Sponsor-backed private coal company in its $325 million first lien credit facility, $100 million second lien credit facility and related intercreditor matters.
• SemGroup Corp. in its approximately $5.1 billion sale to Energy Transfer LP.
• Brookfield Business Partners L.P., and certain of its affiliates and institutional partners in the $170 million acquisition by merger of the outstanding publicly held common units of Altera Infrastructure L.P. (f/k/a Teekay Offshore Partners L.P.), a Marshall Islands marine transportation company and midstream services provider.
• Golden Gate Capital in connection with its acquisition financing of Hillstone Environmental Partners and subsequent upsizing transactions.
• Maverick Natural Resources in its $500 million reserve-based revolving credit facility.
• Northern Oil and Gas, Inc. in its purchaser note financing for the approximately $310 million acquisition of properties in the Williston Basin from VEN Bakken, LLC.
• GenOn Holdings LLC in its $125 million first lien revolving credit facility and $450 million second lien bonds.
• Ultra Petroleum Corp. in its corporate financing matters, including its $325 million first lien reserve based revolving loan and $975 million first lien term loan and an uptier exchange of $780 million of unsecured notes for $545 million of second lien notes.
• Northern Oil and Gas, Inc. in its $750 million reserve-based revolving loan and $750 million second lien notes issuance.
• Amplify Energy Corp. in lender consents and other credit-finance aspects of the all-stock merger-of-equals with Midstates Petroleum Company, Inc.
• Newfield Exploration Co. in the credit-finance aspects of its approximately $5.5 billion acquisition by Encana Corp. in an all-stock transaction.
• Rowan Companies plc in the credit-finance aspects of its $12 billion combination with Ensco plc in an all-stock transaction.
• A private salt water disposal company based in Texas in its $80 million first lien developmental capital financing.
• Riviera Resources, Inc., Blue Mountain Midstream LLC, and their affiliates in connection with their reserve-based revolvers and senior secured financing transactions.
• Newfield Exploration Company in its refinancing of a syndicated $2 billion revolving credit facility with maximum increased commitments of up to $2.75 billion.
• Indigo Natural Resources LLC, in its consolidation with three affiliated operating entities under a common capital structure in connection with a $600 million reserve-based loan and private offering of $650 million of senior unsecured notes due 2026
• Chicago Bridge & Iron Company and its subsidiaries in connection with their senior secured credit facilities and senior secured notes totaling over $2 billion.
• Sanchez Energy Corporation in its 50/50 partnership with Blackstone Energy Partners, the definitive purchase documentation and the debt and preferred equity financing arrangements to fund the acquisition of Anadarko Petroleum Corp.’s working interest in approximately 318,000 gross operated acres in the Western Eagle Ford for approximately $2.3 billion.
• Indigo Haynesville in its approximately $450 million purchase of acreage and producing properties in the Haynesville Shale from Chesapeake Energy Corp. and associated placement of second lien and equity financing with a syndicate of private equity firms.
• Talen Energy in its $5.2 billion sale to Riverstone Holdings LLC.
• Legacy Reserves in obtaining a $300 million second lien term loan facility from GSO Capital Partners and in obtaining an amendment from over two-thirds of lenders under its first lien reserve-based credit facility.
• W&T Offshore, Inc. in obtaining a $75 million one and a half lien credit facility and achieving an exchange of unsecured notes for second and third lien notes.
• GEP Haynesville LLC, the consortium of GeoSouthern Haynesville, LP and GSO Capital Partners LP, in obtaining its $175 million reserve based loan credit facility.
• Tiger Rental Group, LLC, a subsidiary of The Modern Group, Ltd., specializing in equipment rental and safety services in the oil and gas industry, in its recapitalization consisting of a $110 million term loan provided by Orion Energy Partners, L.P., a $25 million asset based revolver provided by JPMorgan Chase Bank, N.A. and a corporate reorganization.
• 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.
• 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.
• NRG Energy, Inc. in its refinancing of a syndicated $2 billion first lien term facility and $2.5 billion first lien revolving facility, the proceeds of which were used in part to redeem the company's outstanding notes and in the refinancing of a $500 million secured intercompany revolving facility in connection with the acquisition of GenOn Energy.
• Angelo, Gordon & Co. in obtaining a $175 million first lien term facility and $15 million first lien revolving facility as part of the take-private acquisition of Benihana restaurants.
• Vista Equity Partners in obtaining a syndicated $260 million first lien term facility and $10 million first lien revolving facility secured by a cross-border and multi-jurisdictional collateral and guaranty package, the proceeds of which were used to acquire Aptean, Inc. a global provider of automated business solutions.

Liability Management & Restructuring

• Chesapeake Energy Corporation in its Chapter 11 cases, including in the restructuring of $9 billion of funded debt obligations and the entry into a $925 million new money debtor-in-possession financing facility.
• Valaris plc in its prearranged Chapter 11 cases, including in the equitization of $7.1 billion of prepetition funded indebtedness and the entry into a $500 million debtor-in-possession credit facility and $500 million exit notes issuance.
• Altera Infrastructure L.P. and its subsidiaries in several term loans and revolving loans and in a transformative par-for-par exchange transaction of $700 million in term loans, revolving loans and high yield bonds for new longer-dated structurally senior high yield bonds.
• Just Energy Group Inc. in its Chapter 15 proceedings in the United States to recognize proceedings commenced in Canada under the Companies’ Creditors Arrangement Act, including in the entry into a $125 million debtor-in-possession credit facility with its prepetition unsecured lenders and lender support agreement with its prepetition first lien lenders.
• Ultra Petroleum in its prepackaged plan of reorganization to restructure $2.56 billion of funded debt obligations, including its $25 million debtor-in-possession credit facility and $100 million exit reserve-based revolving credit facility.
• Whiting Petroleum in creditor negotiations in respect of its Chapter 11 cases and $3.6 billion of funded debt obligations.
• Hornbeck Offshore Services, Inc. in its prepackaged plan of reorganization to restructure $1.2 billion of funded debt obligations, including its $75 million in debtor-in-possession financing and first and second lien exit term loan credit facilities.
• Sheridan Holding Company II, LLC, an oil and natural gas investment fund, in its prepackaged chapter 11 restructuring to address over $1.1 billion of funded debt obligations.
• Ad hoc group of unsecured noteholders in the Chapter 11 cases of Bristow Group Inc., including lender-side representation on Bristow’s $150 million debtor-in-possession financing.
• EIG Global Energy Partners and KKR in the cross-border restructuring of Bellatrix Corporation, an exploration and production company based in Calgary.
• Gastar Exploration Inc. in its prepackaged Chapter 11 restructuring of nearly $600 million in funded-debt and preferred equity obligations, $386 million debtor-in-possession financing, $200 million first lien opco exit financing and $100 million holdco exit financing.
• Jones Energy Inc. in its prepackaged Chapter 11 restructuring of over $1 billion in funded debt and preferred equity obligations.
• Ad hoc committee of unsecured noteholders to Northern Oil & Gas, Inc., a leading non-operating oil and gas exploration and production company, in an uptier exchange of $500 million of senior unsecured notes for $350 million of senior second lien notes and approximately 40% of pro forma equity.
• Técnicas Marítimas Avanzadas, S.A. de C.V., a maritime logistics services company based in Monterrey, Mexico, and certain of its affiliates (collectively, “TMA”), in its successful out-of-court restructuring that deleveraged TMA’s balance sheet and provided TMA with critical liquidity. Under the terms of the consensual restructuring, TMA refinanced its secured indebtedness, obtained a new revolving credit facility, and provided its existing equity sponsor with a significant and controlling stake in the reorganized company.
• Westmoreland Coal Company and its subsidiaries in connection with recapitalization and restructuring transactions, including a $110 million out-of-court priming bridge loan.
• LINN Energy, LLC and Berry Petroleum with $8.8 billion in funded debt, in settlement discussions with holders of their debt obligations, in their Chapter 11 bankruptcy filings and in obtaining reserve-based credit facilities upon emergence from Chapter 11.
• Penn Virginia Corporation in creditor negotiations that achieved a pre-arranged Chapter 11 filing reducing the company’s outstanding funded debt by more than $1 billion and in obtaining a debtor-in-possession credit facility and a reserve-based loan credit facility upon exit from Chapter 11.
• Magnum Hunter Resources Corporation in refinancing its pre-Chapter 11 first-lien credit facility, in pre-Chapter 11 creditor negotiations that resulted in a full conversion of all pre-petition and debtor-in-possession funded debt into equity and in obtaining a debtor-in-possession credit facility and a term loan facility upon exit from Chapter 11.
• Sabine Oil & Gas in pre-Chapter 11 creditor negotiations representing approximately $2.6 billion in funded debt, in its Chapter 11 cases in the Southern District of New York and in obtaining a reserve-based revolving credit facility and term loan facility upon its exit from Chapter 11.
• Ad hoc second lien committee in the Chapter 11 cases of Breitburn Energy Partners LP, a master limited partnership focused on the acquisition, exploitation, development and production of oil and gas properties in the United States.
• Ad hoc committee of unsecured noteholders in the prepackaged Chapter 11 cases of Bonanza Creek Energy, Inc., in the United States Bankruptcy Court for the District of Delaware, addressing its more than $1 billion in funded-debt obligations.
• Highbridge Principal Strategies, LLC as senior secured lender in the Chapter 11 cases of RAAM Global Energy Company in the United States Bankruptcy Court for the Southern District of Texas, which addressed over $300 million in funded debt obligations and other liabilities and resulted in Highbridge becoming sole shareholder.
• Samson Resources Corporation, a leading oil and gas exploration and production company with over $4 billion in outstanding funded debt, in its Chapter 11 restructuring, including obtaining a reserve-based revolving credit facility upon its exit from Chapter 11.
• Oaktree Capital in connection with the strict foreclosure on the stock of and acquisition of a leading roofing company, including an out-of-court restructuring of a $39 million first lien revolving facility, a $30 million second lien term facility and a $5 million unsecured mezzanine facility.

Alternative/Mezzanine Finance

• King Street Capital Management, L.P. in multiple strategic credit investments in various industries, including real estate and hospitality. 
• EIG Global Energy Partners in a $400 million preferred equity investment in NGL Energy Partners LP to finance the acquisition of produced water pipeline transportation and disposal assets from Mesquite Disposals Unlimited, LLC.
• HarbourVest Partners, L.P. in its $100 million term loan investment in a fund primarily invested in oil field services, upstream and midstream infrastructure projects.
• EIG Global Energy Partners and KKR in its $40 million second lien notes investment in and concurrent exchange of $90 million of unsecured notes for second lien notes and warrants in Bellatrix Exploration, an exploration and production company based in Calgary.
• EIG Global Energy Partners LLC in its senior unsecured notes investment and preferred equity investment in a privately-held exploration and production company focusing on the DJ Basin.
• EIG Global Energy Partners in its $500 million investment into USA Compression Partners, LP, in which certain investment funds managed or sub-advised by EIG and other investment vehicles unaffiliated with EIG agreed to purchase an aggregate amount of $500 million of newly established Series A Perpetual Preferred Units and received warrants to purchase up to 15,000,000 Common Units of USA Compression.
• EIG Global Energy Partners LLC in its senior secured second lien investment in Rosehill Operating Company, LLC and preferred equity investment in Rosehill Resources Inc.
• Apollo Management in its $100 million first lien credit facility extended to a privately-held exploration and production company with acreage and producing assets located in Oklahoma.
• 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.
• EIG Global Energy Partners in its $500 million preferred equity commitment to Rice Midstream Holdings LLC, a 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.
• Highbridge Principal Strategies in its extension of a $85 million first lien credit facility to RAAM Global Energy Company, an independent oil and natural gas exploration and production company with producing assets located offshore in the Gulf of Mexico and onshore in Louisiana, Texas, Oklahoma, and California.
• Apollo Global Management, LLC in its issuance of $110 million of convertible preferred units to Kimbell Royalty Partners, LP, a leading owner of minerals, royalties and overriding royalty interests.