Matthew R. Pacey, P.C.

While at Golden Flag, Matt has worked on the following matters:

• Tailwater Capital in its sale of Tall Oak Midstream III to Summit Midstream (NYSE: SMC) for $450 million, including a 40% equity interest in Summit.

• Gogo Inc. (NASDAQ: GOGO) in its acquisition of Satcom Direct, an in-flight connectivity provider serving the business aviation and military/government mobility markets.

• Kodiak Gas Services, Inc. (NYSE: KGS) in the underwritten offering of 7 million shares of common stock by a selling stockholder for total gross proceeds of $175 million.

• Devon Energy Corporation (NYSE: DVN) in its offering of $2.25 billion in senior notes.

• NorthRiver Midstream Finance LP, a portfolio company of Brookfield Asset Management, in connection with its offering of $525 million of 6.750% senior secured notes due 2032 and concurrent tender offer of its outstanding notes.

• Talen Energy Corporation (NASDAQ: TLN) in its initial listing on the NASDAQ Global Select Market.

• 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.

• Genesee & Wyoming Inc., a portfolio company of Brookfield Asset Management, in connection with its offering of $700 million of senior secured notes.

• EQT Corporation (NYSE: EQT) in its $35 billion merger with Equitrans Midstream Corporation (NYSE: ETRN).

• Kodiak Gas Services, Inc. (NYSE: KGS) in its $750 million offering of 7.25% senior unsecured notes.

• Northern Oil and Gas, Inc. (NYSE: NOG) in connection with its follow-on offering of 6.5 million shares of its common stock for gross proceeds of $252.7 million.

• Warwick Capital Partners and GRP Energy Capital in its purchase and sale agreement to sell certain mineral and royalty interests to Viper Energy Partners LP, a subsidiary of Diamondback Energy, Inc., for aggregate consideration of approximately $1 billion, consisting of 9.02 million Viper common units and $750 million in cash.

• Kodiak Gas Services, Inc. (NYSE: KGS) in its $256 million initial public offering.

• Lux Vending LLC dba Bitcoin Depot® in its business combination with GSR II Meteora Acquisition Corp. (NASDAQ: GSRM), a special purpose acquisition company.

• Earthstone Energy, Inc. (NYSE: ESTE) in its $500 million offering of 9.875% senior unsecured notes.

• Northern Oil and Gas, Inc. (NYSE: NOG) in connection with its follow-on offering of 7,647,500 shares of its common stock for gross proceeds of $229.4 million.

• Northern Oil and Gas, Inc. (NYSE: NOG) in its private placement of $500 million of new 8.750% senior notes due 2031.

• Janus International Group, Inc. (NYSE: JBI) in the launch of its secondary at-the-market offering of 52 million shares of common stock by certain selling stockholders.

• Ascent Resources in its $212 million issuance of additional 8.250% senior notes due 2028.

• Nine Energy Service, Inc. in its registered offering of units consisting of $300 million in aggregate principal amount of senior secured notes and 1.5 million shares of common stock.

• Magnolia Oil & Gas Corp. (NYSE: MGY) in the underwritten secondary offering of 7.5 million shares of Class A common stock by certain affiliates of EnerVest, Ltd., for total gross proceeds of $183 million.

• Spring Valley Acquisition Corp. II (NASDAQ: SVIIU), a special purpose acquisition company sponsored by an affiliate of Pearl Energy Investment Management, LLC and focusing on target businesses in the sustainability industry, in its $230 million initial public offering.

• Northern Oil & Gas, Inc. (NYSE: NOG) in its upsized $500 million 144A offering of convertible senior notes and associated capped call and share repurchase transactions.

• Magnetar Capital’s Energy & Infrastructure group in connection with a $1.7 billion investment round in Double Eagle Energy Holdings IV and Tumbleweed Royalty IV. 

• Magnolia Oil & Gas Corp. (NYSE: MGY) in the underwritten secondary offering of 7.5 million shares of Class A common stock by certain affiliates of EnerVest, Ltd., for total gross proceeds of $203.6 million. 

• Archaea Energy Inc. (NYSE: LFG) in the underwritten offering of 14.9 million shares of the Company’s Class A common stock by an affiliate of Ares Management Corporation. 

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

• Southwestern Energy Company (NYSE: SWN) and selling stockholders in connection with an underwritten secondary offering of 63,976,376 shares of common stock for gross proceeds to the selling stockholders of $328 million.

• Spring Valley Acquisition Corp. (NASDAQ: SV) in its $1.9 billion merger with NuScale Power, an industry-leading provider of small modular nuclear reactor technology.

• Swiftmerge Acquisition Corp. (NYSE: IVCPU), a blank check company sponsored by Swiftmerge Holdings LP, on its $200 million initial public offering. 

• Northern Oil and Gas, Inc. (NYSE: NOG) in connection with its combined primary and secondary underwritten follow-on offering of an aggregate 10,000,000 shares of common stock for gross proceeds to the company of $190 million.

• Northern Oil and Gas, Inc. (NYSE: NOG) in connection with its add-on offering of $200 million aggregate principal amount of additional 8.125% Senior Notes due 2028. 

• Initial purchasers in the private offering of $1.6 billion 8.625% senior notes due 2030 by Weatherford International Ltd., a wholly owned subsidiary of Weatherford International plc (NASDAQ: WFRD), and the concurrent tender offer to repurchase $1.6 billion of its outstanding senior notes.

• 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). 

• Primexx Energy Partners on the $788 million acquisition of its leasehold interests and related oil, gas and infrastructure assets by Callon Petroleum Company. 

• Alamo Frac Holdings and Alamo Pressure Pumping on the carveout sale of their pressure pumping business to NexTier Oilfield Solutions, Inc. (NYSE: NEX) for $268 million in cash and newly issues shares of NexTier stock, plus earn-out. 

• Strathcona Resources Ltd. in its inaugural offering of $500 million of its 6.875% senior notes due 2026. 

• Vine Energy Holdings LLC, a wholly owned subsidiary of Vine Energy Inc. (NYSE: VEI) in its offering of $950 million in senior notes and the related redemption of outstanding senior notes due 2023.

• Northern Oil and Gas, Inc. (NYSE: NOG) in connection with its follow-on offering of 5,750,000 shares of its common stock for gross proceeds of $100.6 million. 

• Rice Acquisition Corp. II, a special purpose acquisition company, in its $300 million initial public offering. 

• Ascent Resources Utica Holdings, LLC in its offering of $400 million of its new 5.875% senior notes due 2029.

• 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). 

• ACON S2 Acquisition Corp. (NASDAQ: STWO), a publicly traded special purpose acquisition company, on its business combination with ESS Tech, Inc., a manufacturer of long-duration iron flow batteries for commercial and utility-scale energy storage applications. 

• Star Peak Corp II (NYSE: STPC), a special purpose acquisition company, on its $1.35 billion business combination with Benson Hill, Inc., a sustainable food technology company.

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

• Rice Acquisition Corp., a special purpose acquisition company, in its $1.15 billion business combination with Aria Energy LLC and Archaea Energy LLC to form Archaea Energy, a publicly-traded renewable natural gas platform. 

• Magnetar Capital in the $6.4 billion sale of DoublePoint Energy to Pioneer Natural Resources. 

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

• Northern Oil and Gas, Inc. in its public offering of 14,375,000 shares of common stock and a private placement of $550 million of new 8.125% senior notes due 2028 in connection with its acquisition of certain non-operated natural gas assets in the Appalachian Basin from a subsidiary of Reliance Industries Ltd.

• Northern Oil and Gas, Inc. in its tender offer for any and all of its outstanding 8.50% senior secured second lien notes due 2023 and related consent solicitation. 

• Indigo Natural Resources in its $700 million private offering of senior notes.

• Magnetar Capital in the $402 million initial public offering of Star Peak Corp II (NYSE: STPC), a blank check company sponsored by affiliates of Magnetar and Triangle Peak Partners.

• 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.

• Ascent Resources Utica Holdings, LLC in connection with its offering of 300,000,000 of its new 8.250% senior notes due 2028.

• Ascent Resources Utica Holdings, LLC in its exchange of approximately $856.7 million of existing senior unsecured notes for approximately $537.8 million of new second lien term loans and $339.7 million of new senior unsecured notes.

• Certain affiliates of The Energy & Minerals Group, First Reserve Management, L.P. and Riverstone Holdings LLC in their modified "Dutch Auction" tender offer for a portion of Ascent Resources Utica Holdings, LLC's and ARU Finance Corporation's outstanding 9.00% Senior Notes due 2027.

• 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. 

• McDermott International, Ltd on securing approximately $560 million in new capital.

• HighPoint Resources Corp. (NYSE: HPR) on its $376 million combination with Bonanza Creek Energy, Inc. (NYSE: BCEI).

• Magnetar Capital in the $350 million initial public offering of Star Peak Energy Transition Corp. (NYSE: STPK), a blank check company sponsored by affiliates of Magnetar and Triangle Peak Partners.

• EQT Corporation (NYSE: EQT) in its Rule 144A offering of $500 million in aggregate principal amount of convertible senior notes and associated derivatives transactions.

• Tapstone Energy, LLC and certain of its affiliates in their out-of-court restructuring and recapitalization transaction. Tapstone is a sponsor-backed independent oil and natural gas company focused on the development and production of oil, natural gas, and NGLs in the Anadarko Basin in Oklahoma, Texas, and Kansas. The transaction reduced Tapstone’s funded debt by approximately $440 million and included an equity capital raise of $50 million, and an exchange offer of $294 million of senior notes for new debt and equity, providing the company with liquidity to optimize operations and expand its production base through mergers and acquisitions.

• EQT Corporation on its 15-year gas gathering agreement with EQM Midstream Partners, LP (NYSE: EQM) covering Pennsylvania and West Virginia, and the associated buyback of 25.3 million of EQT’s shares held in Equitrans Midstream Corporation.

• EQT Corporation in its $1.75 billion registered offering of senior notes.

• 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 Teekay Offshore Partners L.P. (NYSE:TOO), a Marshall Islands marine transportation company and midstream services provider.

• Represented the private equity sponsors and Sable Permian Resources, LLC (as operator of the oil and gas assets) in the successful completion of AEPB’s $2.1 billion out-of-court recapitalization. The transaction reduced AEPB’s debt obligations by approximately $1.4 billion and reduced upcoming debt maturities over the next four years to approximately $36 million from approximately $2.1 billion. In addition, the transaction eliminated approximately $94 million of annual cash interest expense and simplified AEPB's organizational structure.

• Midstates Petroleum Corporation in its tender offer to repurchase $50 million of its common stock.

• Underwriters in the $46 million follow-on public offering of Oasis Midstream Partners LP.

• Nine Energy Service, Inc. in its Rule 144A/Reg S offering of $400 million of senior notes.

• Ascent Resources Utica Holdings, LLC in its private offering of $600 million in senior unsecured notes.

• Vine Oil & Gas LP in its private offering of $380 million in senior unsecured notes.

• Teekay Offshore Partners in its offering of $700 million of senior unsecured notes and its concurrent tender offer to repurchase $300 million of its outstanding senior unsecured notes.

• Magnetar Capital Partners in its investment in Double Eagle Energy, an Apollo-backed Midland Basin exploration and production company, and the subsequent DoublePoint Energy joint venture with FourPoint Energy, a Quantum and GSO-backed exploration and production company.

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

• Indigo Natural Resources in its private offering of $650 million of senior unsecured notes.

• Represented the underwriters in connection with the $185 million initial public offering by Nine Energy Service, Inc.

• 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.

• Chambers Energy Capital in its $80 million convertible preferred equity investment in Lonestar Resources US Inc. to finance two large Eagle Ford asset acquisitions.

• 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.

• The underwriters in connection with the $81 million initial public offering of Ramaco Resources, Inc.

• Indigo Haynesville on its agreement to purchase from Chesapeake Energy Corp. a portion of its acreage and producing properties in its Haynesville Shale operating area in northern Louisiana for approximately $450 million and associated placement of second lien and equity financing with a syndicate of private equity firms.

• Warburg Pincus on the $2.43 billion sale by its portfolio company, Brigham Resources LLC, of Permian Basin leasehold interests and related assets to Diamondback Energy, Inc.

• Magnetar Capital Partners in connection with its $450 million investment of equity and delayed draw unsecured debt capital into Double Eagle Energy Permian, an Apollo and Post Oak Energy-backed Midland Basin exploration and production company.

• 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.

• 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.

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

• EIG Global Energy Partners in its $175 million equity commitment, collectively with Charlesbank Capital Partners and Tailwater Capital, to Southcross Energy Partners, L.P. and Southcross Holdings LP.

• Midstates Petroleum Corporation in its issuance of $625 million of Senior Secured Second Lien Notes and its exchange of approximately $655 million of existing unsecured notes for approximately $525 million of Senior Secured Third Lien Notes.

• Magnetar Capital and other purchasers in connection with the purchase of $250 million of Series C Convertible Preferred Units in Teekay Offshore Partners L.P.

• KKR in its $440 million PIPE transaction with Eclipse Resources Corp.

• Exploration and production company in the exchange of approximately $40 million in Senior Notes for new shares of common stock.

• Represented the underwriters in connection with $1.5 billion offering of Senior Notes by Occidental Petroleum Corporation.

• Represented the underwriters in connection with the $400 million offering of Senior Notes and $145 million offering of common stock by Rice Energy Inc.

Prior to joining Golden Flag, Matt was involved in the following matters:

Representative Initial Public Offerings and Spin-off Transactions

• Rice Energy, Inc., a private equity-backed exploration and production company, in connection with its $993 million initial public offering (2014)

• Oil States International in connection with its $2.5 billion spin-off of Civeo Corporation, a remote accommodations provider (2014)

• A private equity-backed exploration and production company in connection with its $925 million initial public offering (2014)

• A gathering and processing MLP in connection with its proposed initial public offering (2014)

• A private equity-backed exploration and production company in connection with its $1.6 billion initial public offering (2013)

• Midstates Petroleum, a private equity-backed exploration and production company, in connection with its $312 million initial public offering (2012)

• The underwriters in connection with the $262 million initial public offering of a gathering and processing MLP (2012)

• The underwriters in connection with the $546 million initial public offering of SandRidge Mississippian Trust II (2012)

• The underwriters in connection with the $540 million initial public offering of SandRidge Permian Trust (2011)

• The underwriters in connection with the $290 million initial public offering of SandRidge Mississippian Trust I (2011)

• Oasis Petroleum, Inc., a private equity-backed exploration and production company, in connection with its $630 million initial public offering (2010)

Other Representative Matters

• MarkWest Energy Partners, a gathering and processing MLP, in various securities offerings with aggregate proceeds in excess of $10 billion, including equity offerings, notes offerings and an "at-the-market" program

• Spectra Energy Partners, a midstream MLP, in various securities offerings with aggregate proceeds in excess of $1.5 billion, including equity offerings, notes offerings and an "at-the-market" program and numerous dropdown transactions

• Underwriters in connection with various securities offerings of an upstream MLP with aggregate proceeds in excess of $1.2 billion, including common and preferred equity offerings, notes offerings and an "at-the-market" program

• Underwriters in connection with various securities offerings of an upstream MLP and its public general partner with aggregate proceeds in excess of $750 million, including common and preferred equity offerings, notes offerings and an "at-the-market" program

• An independent exploration and production company in numerous securities offerings with aggregate proceeds in excess of $3.5 billion, including its initial public offering and follow-on equity offerings, private equity financings, and private placements of senior notes and preferred stock

• A private midstream joint venture in a $500 million private placement of senior notes

• A private midstream joint venture in a $300 million private placement of senior notes

• A large chemical company in connection with numerous securities offerings with aggregate proceeds in excess of $1.5 billion, including public offerings of common stock and private placements of convertible notes and senior notes

• Underwriters in connection with a $225 million private placement of senior secured notes by an oil field services company