The Energy and Infrastructure Group
2012 – 2013 Representative Transactions
Mergers and Acquisitions
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
A2A CORIANCE SAS
Representation of Kohlberg Kravis Roberts & Co. in
connection with the acquisition of A2A Coriance SAS
(Coriance), a French société anonyme simplifiée from A2A S.p.A.
(A2A). Coriance specializes in the design, construction and
operation of cogeneration, biomass, geo-thermal sources, and
waste to energy plants in France, with an aggregate managed
capacity of 790 MW of thermal power and 123 MW of
cogeneration power. A2A is the one of the largest companies
in Italy in the production, distribution and sale of electricity
and a national leader in gas distribution, water treatment and
distribution and waste management. It is listed on the Borsa
Italiana and also operates in Spain, England and Montenegro.
ACTEON GROUP LIMITED
Representation of First Reserve Corporation in connection
with the sale of its majority stake in Acteon Group Limited to
Kohlberg Kravis Roberts & Co. L.P., with management
retaining a significant holding in the company. Acteon is a
leading service provider to the worldwide offshore oil and gas
and renewable markets. With a strong global presence, the
group provides specialist subsea services for life-of-field
operations from exploration through to decommissioning and
generates substantial revenues from deep-water applications.
Headquartered in Norwich, UK, with facilities in Brazil,
Singapore, UAE, Malaysia, China, UK, the US and Germany,
Acteon has completed projects in most of the world’s prolific
oil and gas basins.
ALTA ENERGY LUXEMBOURG S.À.R.L.
Representation of Alta Energy Luxembourg S.à.r.l. in
connection with its sale of its entire acreage position in the
Duvernay shale formation to Chevron Canada Limited. Alta
Energy Luxembourg S.à.r.l. is a vehicle indirectly owned by
The Blackstone Group and Alta Resources LLC. Chevron
Canada Limited is an indirect subsidiary of Chevron
Corporation. (Pending)
Mergers and Acquisitions
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
AMERIFORGE GROUP INC.
Representation of First Reserve Corporation in connection
with the acquisition of Ameriforge Group Inc. (Ameriforge)
from Post Oak Companies LP, an affiliate of Tanglewood
Investments Inc. Ameriforge is a leading, vertically integrated
manufacturer of highly engineered products, subassemblies
and integrated systems for the oil and gas, midstream,
downstream, power generation, aerospace, transportation and
industrial markets.
ARCH COAL, INC.
Representation of Arch Coal, Inc. in connection with the sale
of its wholly-owned subsidiary, Canyon Fuel Company, LLC,
for $435 million in cash to Bowie Resources, LLC. Canyon
Fuel includes the Sufco and Skyline longwall mines and the
Dugout Canyon continuous miner operation in Utah. In
addition, Bowie received approximately 105 million tons of
bituminous coal reserves in Utah. Arch Coal, Inc. is one of the
world's top coal producers for the global steel and power
generation industries, serving customers in 25 countries on
five continents. Its network of mining complexes is the most
diversified in the United States, spanning every major coal
basin in the nation.
ATLAS RESOURCE PARTNERS, L.P.
Representation of J.P. Morgan Securities LLC as financial
advisor to the Board of Directors of Atlas Resource Partners,
L.P. (Atlas) in connection with Atlas’ acquisition of Titan
Operating L.L.C. The transaction is valued at approximately
$184 million. Atlas is a publicly traded Delaware master
limited partnership and an independent developer and
producer of natural gas and oil. Atlas owns an interest in over
8,600 producing natural gas and oil wells, primarily in
Appalachia and the Barnett Shale in Texas, and is also the
largest sponsor of natural gas and oil investment partnerships
in the United States. Titan Operating L.L.C., a privately held
company based in Fort Worth, Texas, acquires, explores, and
develops oil and gas properties. As a result of the transaction,
Atlas will acquire approximately 250 Bcfe of proved reserves
and associated assets in the Barnett Shale in Texas.
Page 2
Mergers and Acquisitions
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
BEOWULF ENERGY
Representation of First Reserve’s Energy Infrastructure Fund
(FREIF) in its partnership with Beowulf Energy (Beowulf) to
invest in power generation and midstream assets in the
Eastern Caribbean. The initial investment consists of the
purchase from Beowulf of a substantial equity stake in Trinity
Power Limited (Trinity), a 225 MW natural gas fired power
plant in the Republic of Trinidad and Tobago. In addition,
FREIF and Beowulf are together acquiring a majority stake in
the Eastern Caribbean Gas Pipeline Company (ECGPC),
which is in the planning stages to construct an undersea
pipeline to supply natural gas from Tobago to other islands in
the Eastern Caribbean. Upon financial close of the debt
financing for the pipeline project, FREIF will have the option
to become the majority owner of ECGPC.
CHESAPEAKE ENERGY CORPORATION
Representation of Kohlberg Kravis Roberts & Co. L.P. in the
formation of a partnership with Chesapeake Energy
Corporation (Chesapeake) to invest in mineral interests and
royalty interests in key oil and gas basins in the United States.
KKR and Chesapeake will make an initial combined $250
million commitment to the partnership. Chesapeake will
contribute 10% of the total commitment and will receive a
promoted interest in the partnership. KKR and Chesapeake
will jointly oversee the partnership while Chesapeake will
source, acquire and manage the royalty investment
opportunities. Chesapeake Energy Corporation is the secondlargest producer of natural gas, a Top 15 producer of oil and
natural gas liquids and the most active driller of new wells in
the U.S.
Page 3
Mergers and Acquisitions
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
CRESTWOOD MIDSTREAM
Representation of Crestwood Midstream Partners LP (NYSE:
CMLP) (Crestwood) in connection with the merger of
Crestwood and Inergy Midstream, L.P. (NYSE: NRGM)
(Inergy Midstream), an affiliate of Inergy, L.P. (NYSE: NRGY),
to create a fully integrated midstream partnership with a total
enterprise value of approximately $7 billion. The combination
of Crestwood and Inergy Midstream will create a diverse
platform of midstream assets providing broad-ranging
services in the premier shale plays in North America. Under
the terms of the definitive transaction agreements, the
combination of the two companies will be effected through a
series of transactions, which will result in Crestwood
Holdings acquiring the general partner of Inergy prior to the
consummation of the merger. Crestwood, based in Houston,
Texas, is a growth-oriented master limited partnership
focused on providing midstream infrastructure solutions for
the substantial future development of North American shale
and unconventional resource basins. Crestwood’s operations
include natural gas gathering, processing, treating and
compression services for natural gas and natural gas liquids
produced from the Barnett Shale in north Texas, the
Fayetteville Shale in northwest Arkansas, the Granite Wash
area in the Texas Panhandle, the Avalon Shale area of
Southeastern New Mexico, the Haynesville/Bossier Shale in
western Louisiana, and the Marcellus Shale in northern West
Virginia. Inergy, L.P., headquartered in Kansas City,
Missouri, is a publicly traded master limited partnership.
Inergy's operations include a natural gas storage business in
Texas and an NGL supply logistics, transportation, and
marketing business that serves customers in the United States
and Canada. (Pending)
Page 4
Mergers and Acquisitions
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
EATON CORPORATION PLC
Representation of Eaton Corporation (Eaton) in connection
with its acquisition of Cooper Industries plc (Cooper) for $13
billion. The acquisition combines Eaton and Cooper into a
new, premier global power management company named
Eaton Corporation plc. Eaton Corporation plc is a diversified
power management company providing energy-efficient
solutions that help our customers effectively manage
electrical, hydraulic and mechanical power. The company is a
global technology leader in electrical products, systems and
services for power quality, distribution and control, power
transmission, lighting and wiring products; hydraulics
components, systems and services for industrial and mobile
equipment; aerospace fuel, hydraulics and pneumatic systems
for commercial and military use; and truck and automotive
drivetrain and powertrain systems for performance, fuel
economy and safety. Eaton acquired Cooper Industries plc in
2012.
EL PASO MIDSTREAM INVESTMENT
COMPANY L.L.C.
Representation of an investment vehicle affiliated with
Kohlberg Kravis Roberts & Co., L.P. in connection with its sale
to Kinder Morgan Energy Partners, L.P. of its 50 percent
interest in El Paso Midstream Investment Company L.L.C., for
$300 million in Kinder Morgan Energy Partners, L.P. common
units. El Paso Midstream Investment Company L.L.C. is a
joint venture which owns the Altamont gathering processing,
and treating assets (Uinta Basin in Utah) and the Camino Real
Gathering System (Eagle Ford Shale in Texas). El Paso
Corporation owns the other 50 percent of the joint
venture. Kinder Morgan Energy Partners, L.P. is a leading
pipeline transportation and energy storage company in North
America.
Page 5
Mergers and Acquisitions
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
ELECTRO DUNAS S.A.A.
Representation of Blue Water Worldwide (BWW) in
connection with its acquisition of Electro Dunas S.A.A.
(Electro Dunas), a publicly-listed (Lima Stock Exchange)
Peruvian electricity distribution company covering the Ica
region of Peru with over 200,000 customers. The transaction
was carried out through several acquisitions of Electro Dunas’
equity over the course of eighteen months. BWW is a holding
company focused on developing, owning and operating real
asset and infrastructure businesses with operations in the
United States, Argentina and Peru. Electro Dunas has an
enterprise value of approximately $100 million.
ELSTER GROUP SE
Representation Melrose PLC in connection with its acquisition
of Elster Group SE, a European public limited liability
company based in Essen, Germany and listed on the
NYSE. The acquisition was implemented principally by a US
tender offer to Elster ADS holders and Elster
shareholders with an aggregate equity value of approximately
$2.3 billion. Melrose funded the acquisition and associated
expenses through a combination of a fully underwritten UK
equity rights issue raising approximately $1.8 billion and a
new debt facility of approximately $2.3 billion which was
available to refinance existing Melrose and Elster debt. Elster
is a world leading engineering company and one of the
world’s largest providers of gas, electricity and water meters,
gas utilization products and related communications,
networking and software solutions for residential, commercial
and industrial use with more than 200 million metering
devices deployed over the last 10 years and sales in more than
130 countries.
Page 6
Mergers and Acquisitions
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
EMERSON ELECTRIC CO.
Representation of Emerson Electric Co. in connection with the
sale of a majority interest in its Embedded Computing &
Power business to an affiliate of Platinum Equity Advisors,
LLC. Under the terms of the transaction, Emerson will receive
aggregate consideration of approximately $300 million and
retain a 49% equity stake in the business. Emerson’s
Embedded Computing & Power business, which generated
revenue of approximately $1.4 billion in 2012, is a market
leader in the design and supply of technologies used in
communications and computing equipment. (Pending)
EXPRO INTERNATIONAL GROUP
HOLDINGS LIMITED
Representation of Expro International Group Holdings
Limited in connection with its $630 million sale of its
Connectors & Measurements business to Siemens AG. Expro
is a leading oilfield services provider. Its major shareholders
are Arle Capital Partners and Goldman Sachs Capital
Partners. The Connectors & Measurements business unit
engineers and manufactures subsea components such as cable
connectors, sensors and measuring devices. This equipment
forms a crucial part of the power grid that Siemens is
currently developing for use on the sea bed at depths of down
to 3,000 meters.
GARDNER DENVER INC.
Representation of Kohlberg Kravis Roberts & Co. L.P. in
connection with its $3.9 billion acquisition of Gardner Denver,
Inc. Gardner Denver, Inc., with 2012 revenues of
approximately $2.4 billion, is a leading worldwide
manufacturer of compressors, pumps and other products for
industrial applications, including manufacturing and oil and
gas exploration and production.
Page 7
Mergers and Acquisitions
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
THE MOSAIC COMPANY
Representation of The Mosaic Company (Mosaic) in
connection with its investment in Wa'ad Al Shamal, or Northern
Promise, a joint venture to produce phosphate in Saudi Arabia.
The $7 billion project will be 60% owned by Saudi Arabian
Mining Company (Ma'aden), 25% by Mosaic and 15% owned
by petrochemical company Saudi Basic Industries
Corporation (SABIC). Mosaic's role will be to help design,
build and operate the project, in exchange for one quarter of
the project's production. Subject to final financing terms,
Mosaic's cash investment is expected to be up to $1 billion,
funded over a four-year period beginning in 2013.
NV ENERGY, INC.
Representation of Lazard Frères & Co. LLC in its role as
financial advisor to NV Energy, Inc. (NV Energy) in NV
Energy’s acquisition by MidAmerican Energy Holdings
Company (MidAmerican Energy), a subsidiary of Berkshire
Hathaway Inc., for approximately $5.6 billion. Under the
terms of the merger agreement, holders of NV Energy’s
common stock will receive $23.75 in cash for each share of
common stock they hold. NV Energy is a holding company
which provides a wide range of energy services and products
to approximately 2.4 million citizens of Nevada and nearly 40
million tourists annually. MidAmerican Energy is a global
provider of energy services, providing electric and natural gas
services to more than 7 million customers worldwide.
(Pending)
POWER-ONE, INC.
Representation of Silver Lake Sumeru in connection with the
merger of Power-One, Inc. and ABB Ltd. valued at
approximately $1.028 billion. Investment funds affiliated with
Silver Lake Sumeru own common stock and convertible
preferred stock representing, on an as-converted basis,
approximately 33% of the outstanding equity securities of
Power-One. Power-One is a leading provider of renewable
energy and energy-efficient power conversion and power
management solutions and a leading designer and
manufacturer of photovoltaic inverters. ABB Ltd. is a leader in
power and automation technologies that enable utility and
industry customers to improve their performance while
lowering environmental impact.
Page 8
Mergers and Acquisitions
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
RIGNET, INC.
Representation of Kohlberg Kravis Roberts & Co. L.P. (KKR)
in connection with its announced acquisition of a significant
minority stake in RigNet, Inc. from Cubera. Upon closing of
the acquisition of 4.75 million shares, KKR will become
RigNet's largest shareholder, holding a 27% stake in the
company. RigNet is a leading provider of managed remote
communications solutions, systems integration and
collaborative applications to the global upstream energy
sector. Cubera is an investment firm specializing in the Nordic
private equity market. (Pending)
SAULT STE. MARIE, ONTARIO SOLAR
PROJECTS
Representation of affiliates of Kohlberg Kravis Roberts & Co.
L.P. in connection with their acquisition of three solar
photovoltaic energy projects from an affiliate of Starwood
Energy Group. Located in Sault Ste. Marie, Ontario, the solar
projects represent one of the largest photovoltaic facilities in
North America and the second largest in Canada.
SOUTH STAFFORDSHIRE PLC
Representation of funds advised by Kohlberg Kravis Roberts
& Co. L.P. in connection with its acquisition of South
Staffordshire Plc, a central England water supplier, from
Alinda Capital Partners LLC. The group’s South Staffordshire
and Cambridge Water divisions supply water to 1.6 million
residents in the West Midlands and East Anglia, U.K.
(Pending)
SUBURBAN PROPANE PARTNERS L.P.
Representation of Evercore Group L.L.C. as financial advisor
to Suburban Propane in connection with its $1.8 billion
acquisition of Inergy, L.P.’s retail propane operations.
Suburban Propane Partners, L.P. is a publicly-traded master
limited partnership listed on the New York Stock
Exchange. Headquartered in Whippany, New Jersey,
Suburban has been in the customer service business since
1928. Suburban now serves the energy needs of
approximately 1.3 million residential, commercial, industrial
and agricultural customers through approximately 750
locations in 41 states.
Page 9
Mergers and Acquisitions
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
TPC GROUP INC.
Representation of First Reserve Corporation and SK Capital
Partners in connection with the $904 million acquisition of
TPC Group Inc. by investment funds sponsored by First
Reserve and SK Capital. TPC Group, headquartered in
Houston, Texas, is a leading producer of value-added
products derived from niche petrochemical raw materials,
such as C4 hydrocarbons, and provider of critical
infrastructure and logistics services along the Gulf Coast
region.
UTILITY SERVICES ASSOCIATES, INC.
Representation of First Reserve Corporation in connection
with its acquisition of C.W. Wright Construction Company,
Incorporated, Booth & Associates, Inc. and Coastal Power &
Electric, Inc., three subsidiaries of Utility Services Associates,
Inc. (USA). USA, through its subsidiaries, provides critical
outsourced services to electrical utilities for transmission,
distribution and substation infrastructure in the Mid-Atlantic
and Eastern U.S. regions. (Pending)
VIVINT SOLAR, INC.
Representation of Blackstone Capital Partners VI, L.P. in
connection with its acquisition of Vivint Inc., Vivint Solar, Inc.
and 2GIG Technologies, Inc. from their existing shareholders,
including Goldman Sachs, Peterson Partners, Jupiter Partners
and other minority shareholders for in excess of $2.0
billion. Vivint Solar, Inc. is a provider of solar solutions that
leverages the power purchase agreement (PPA) model to offer
affordable solar power to residential customers throughout
North America.
Page 10
Funds
FUND
TYPE OF TRANSACTION AND REPRESENTATION
CARLYLE ENERGY MEZZANINE
OPPORTUNITIES FUND, L.P.
Representation of The Carlyle Group (Carlyle) in the
establishment of the Carlyle Energy Mezzanine Opportunities
Fund, L.P. (CEMOF), which primarily targets investments in
projects and companies in the power generation and energy
sectors requiring capital of $20 million to $150 million per
transaction. Carlyle has announced that CEMOF raised
approximately $1.38 billion of total commitments.
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
AEROPUERTOS DOMINICANOS SIGLO
XXI (AERODOM)
Representation of Aeropuertos Dominicanos Siglo XXI
(Aerodom), which is controlled by affiliates of private equity
firm Advent International, in connection with the offering of
$550 million aggregate principal amount of 9.250% Senior
Secured Notes due 2019. The notes are unconditionally
guaranteed by Latin American Airports Holdings Ltd.
(LAAH), Aerodom’s parent, and other intermediate holding
companies. This offering represents the largest ever bond
transaction by a Dominican corporate issuer. Aerodom has an
exclusive concession to operate, maintain and develop the six
airports that comprise the public airport system in the
Dominican Republic, including Las Américas International
Airport in the capital Santo Domingo, the country’s largest
city. Las Américas is one of the principal international
gateways to the Caribbean, handling the second-largest
passenger volume and the largest cargo volume in the
country. Aerodom’s five other airports principally service
tourist destinations in the country. The Firm previously
represented Aerodom in the privatization of airports in 2000,
and in 2008 we represented the sellers in the sale of Aerodom
to Advent International. LAAH also owns Fumisa S.A. de
C.V., which holds a master lease to substantially all of the
commercial space in the international wing of Terminal 1 at
Mexico City International Airport.
Page 11
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
ANTERO RESOURCES
Representation of J.P. Morgan Securities LLC, as
representative of the several initial purchasers in connection
with the issuance of $225 million of 6.0% Senior Notes due
2020 by Antero Resources Finance Corporation. The offering
of notes was made to qualified institutional buyers in reliance
on Rule 144A under the U.S. Securities Act of 1933. Antero
Resources Finance Corporation is a wholly owned subsidiary
of Antero Resources LLC, an independent oil and natural gas
company engaged in exploration, development and
production of natural gas properties located onshore in the
United States.
ANTERO RESOURCES
Representation of Wells Fargo, as representative of the several
initial purchasers, in a $300 million offering of 6.0% Senior
Notes due 2020 by Antero Resources Finance Corporation.
The offering of notes was made to qualified institutional
buyers in reliance on Rule 144A under the Securities Act and
outside the United States to non-U.S. persons in accordance
with Regulation S under the Securities Act.
ASSOCIATED ASPHALT PARTNERS
LLC
Representation of Associated Asphalt Partners, LLC, Road
Holdings III, L.L.C. and Associated Asphalt Finance Corp. in
connection with the issuance of $185 million of 8.5% Senior
Secured Notes due 2018. The offering was conducted in
reliance on Rule 144A and Regulation S of the U.S. Securities
Act of 1933, as amended. Associated Asphalt is one of the
largest independent asphalt resellers in the U.S. Associated
Asphalt Partners owns storage facilities and sells asphalt used
to construct and maintain highways and roads. It stores,
blends, transports and sells a diverse mix of performance
grade asphalt and operates primarily in the mid-Atlantic and
southeastern United States.
Page 12
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
B2GOLD CORP.
Representation of the initial purchasers, led by J.P. Morgan
Securities LLC and BMO Capital Markets Corp. as joint bookrunning managers, in connection with a Rule 144A offering by
B2Gold Corp. of $258.75 million aggregate principal amount
of its 3.25% Convertible Senior Subordinated Notes due 2018.
B2Gold Corp. is a Canadian-based, mid-tier gold producer
with mining operations in Nicaragua and the Philippines,
exploration and development projects in Namibia and
Colombia, and a portfolio of exploration assets in Nicaragua,
the Philippines, Namibia, Colombia, Uruguay and Costa Rica.
CERES, INC.
Representation of the underwriters, led by Goldman, Sachs &
Co. and Barclays Capital Inc. and co-managed by Piper Jaffray
& Co., Raymond James & Associates, Inc. and Simmons &
Company International, in connection with the underwriting
of the $75 million initial public offering of 5,750,000 shares of
common stock by Ceres, Inc. Ceres is an agricultural
biotechnology company that markets seeds for energy crops
used in the production of renewable transportation fuels,
electricity and bio-based products.
CHINALCO MINING CORPORATION
INTERNATIONAL
Representation of Chinalco Mining Corporation International
(CMC), a resource development subsidiary of Aluminum
Corporation of China’s (Chinalco), as its US counsel, in
connection with its initial public offering in Hong Kong and
Rule 144A/Regulation S offering of 1,764,913,000 ordinary
shares, raising approximately HK$3.1 billion (approximately
US$400 million). CMC is intended to act as Chinalco’s core
platform for the future acquisition, investment, development
and operation of non-ferrous and non-aluminum mineral
resources and projects overseas. The joint bookrunners and
the joint lead managers of the offering were Morgan Stanley,
BNP Paribas, CICC, Standard Chartered, HSBC and CCB
International.
Page 13
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
CIMAREX ENERGY CO.
Representation of the underwriters, led by J.P. Morgan
Securities LLC, Deutsche Bank Securities Inc., and Wells Fargo
Securities, LLC, in a registered offering of $750 million 5.875%
Senior Notes due 2022 by Cimarex Energy Co. The Firm also
represented J.P. Morgan Securities LLC, as dealer manager
and solicitation agent, in a concurrent cash tender offer and
consent solicitation with respect to any and all of Cimarex
Energy Co.’s outstanding 7.125% Senior Notes due 2017.
Cimarex Energy Co. is an independent oil and gas exploration
and production company with principal operations in the
Mid-Continent and Permian Basin areas of the U.S.
COBALT INTERNATIONAL ENERGY,
INC.
Representation of funds affiliated with First Reserve
Management, L.P. (First Reserve), in connection with a
registered public offering of common stock of Cobalt
International Energy, Inc. (Cobalt). A total of approximately
$1.3 billion in net proceeds was raised in the offering.
Affiliates of First Reserve received approximately $421.5
million of the gross proceeds from the offering. Cobalt is an
independent, oil-focused exploration and production
company with an extensive below salt prospect inventory in
the deepwater U.S. Gulf of Mexico and offshore Angola and
Gabon in West Africa.
Page 14
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
COMISIÓN FEDERAL DE
ELECTRICIDAD (FEDERAL
ELECTRICITY COMMISSION)
Representation of BBVA, BNP PARIBAS and Citigroup, as
initial purchasers, in connection with an offering of U.S. $750
million of 5.750% Notes due 2042 by Comisión Federal de
Electricidad (Federal Electricity Commission) of Mexico,
which is known as CFE. The offering was conducted in
reliance upon Rule 144A and Regulation S under the U.S.
Securities Act of 1933. According to press reports, the offering
achieved the lowest-ever interest rate for a 30-year debt
security issued by a Mexican governmental or governmentrelated issuer as of the date of the offering. CFE is the national
electricity company of Mexico and is 100% owned by the
Mexican government. CFE has the exclusive right to transmit
and distribute electricity in Mexico, and it generates most of
the electricity consumed in Mexico. As of September 30, 2011,
CFE provided electricity to 35.2 million customer accounts,
which represented an estimated 97.8% of the Mexican
population.
Page 15
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
CONCESSIONÁRIA RODOVIAS DO
TIETÊ S.A.
Representation of BTG Pactual US Capital LLC, Morgan
Stanley & Co. LLC, BES Investimento do Brasil S.A. – Banco
de Investimento and Safra Securities LLC, as agents of the
Brazilian underwriters Banco BTG Pactual S.A., Banco ABC
Brasil S.A., BES Investimento do Brasil S.A. – Banco de
Investimento, Banco J. Safra S.A. and Banco Morgan Stanley
S.A., in connection with a R$1,065,000,000 offering of IPCA
plus 8.00% Debentures due 2028 by Concessionária Rodovias
do Tietê S.A. The Debentures are governed by Brazilian law
and were structured to be qualified as “Infrastructure
Debentures” pursuant to Brazilian Law No. 12,431, which
provides some tax benefits to holders of such Infrastructure
Debentures, including an income tax rate of 0% for certain
persons residing abroad and for natural persons domiciled in
Brazil. The offering was publicly registered in Brazil and
made to qualified institutional buyers in reliance on Rule
144A and outside the United States to non-U.S. persons in
reliance on Regulation S under the Securities Act.
Concessionária Rodovias do Tietê S.A. holds the concession
and operates and maintains the Marechal Rondon East
Corridor, consisting of an approximate 178 km stretch of the
SP-300 highway, other four highways, two bypasses and
eighteen access roads, for an aggregate of 406 km of roadway,
which connect, among others, the cities of Bauru, Piracicaba
and Campinas in the State of São Paulo, Brazil.
CONCHO RESOURCES INC.
Representation of the underwriters in connection with an $850
million debt offering by Concho Resources Inc. (Concho).
BofA Merrill Lynch, Barclays, Citigroup, J.P. Morgan and
Wells Fargo Securities were the joint book-running managers
for the offering. Concho Resources is an independent oil and
natural gas company engaged in the acquisition, development
and exploration of oil and natural gas properties. Concho's
core operating areas are located in the Permian Basin region of
Southeast New Mexico and West Texas, the largest onshore oil
and gas basin in the United States.
Page 16
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
CONCHO RESOURCES INC.
Representation of J.P. Morgan, BofA Merrill Lynch, Barclays
and Wells Fargo Securities, as lead underwriters, on a $700
million debt offering of 5.5% Senior Notes due 2023 by
Concho Resources Inc.
CONCHO RESOURCES INC.
Representation of J.P. Morgan, BofA Merrill Lynch and Wells
Fargo Securities, as lead underwriters on a $600 million debt
offering of 5.5% Senior Notes due 2022 by Concho Resources
Inc.
COVANTA HOLDING CORPORATION
Representation of Morgan Stanley, BofA Merrill Lynch,
Barclays Capital, Credit Agricole CIB, J.P. Morgan and
Citigroup, as underwriters in connection with a $400 million
of 6.375% Senior Notes due 2020 by Covanta Holding
Corporation. Covanta Energy, a subsidiary of Covanta
Holding Corporation, is an internationally recognized owner
and operator of large-scale Energy-from-Waste and renewable
energy projects and a recipient of the Energy Innovator
Award from the U.S. Department of Energy's Office of Energy
Efficiency and Renewable Energy. Covanta’s 46 Energy-fromWaste facilities provide communities with an environmentally
sound solution to their solid waste disposal needs by using
that municipal solid waste to generate clean, renewable
energy.
COVANTA HOLDING CORPORATION
Representation of Morgan Stanley, BofA Merrill Lynch,
Barclays Capital, Credit Agricole CIB, J.P. Morgan and
Citigroup, as underwriters in connection with a $400 million
of 6.375% Senior Notes due 2022 by Covanta Holding
Corporation.
Page 17
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
CPFL ENERGIAS RENOVÁVEIS S.A.
Representation of CPFL Energias Renováveis S.A. in
connection with its R$914.7 million (US$375.6 million) initial
public offering of common shares on the São Paulo Stock
Exchange. The common shares were offered to the public in
Brazil, to qualified institutional buyers in the United States
under Rule 144A and to non-U.S. persons in reliance on
Regulation S. CPFL is the leading Brazilian renewable
electricity generation company, producing energy from wind
farms, small hydroelectric plants, biomass-fueled
thermoelectric plants and photovoltaic solar plants, in terms
of installed capacity in operation and under construction.
CRESTWOOD MIDSTREAM PARTNERS
LP AND CRESTWOOD MIDSTREAM
FINANCE CORPORATION
Representation of Crestwood Midstream Partners LP
(Crestwood) and Crestwood Midstream Finance Corporation
as co-issuers in connection a Rule 144A/Regulation S offering
of $150 million aggregate principal amount of additional
7.75% Senior Notes due 2019, guaranteed by each of
Crestwood’s existing and future domestic subsidiaries that
guarantee any indebtedness for borrowed money.
Crestwood, headquartered in Houston, Texas, is an energy
company formed to pursue the acquisition and development
of North American midstream assets and businesses. First
Reserve Management, LP, a leading private equity firm
specializing in the energy industry, making both private
equity and infrastructure investments throughout the energy
value chain, owns a significant equity position in Crestwood.
DENBURY RESOURCES INC.
Representation of the underwriters, led by Merrill Lynch,
Pierce, Fenner & Smith Incorporated, in connection with the
registered public offering by Denbury Resources Inc.
(Denbury) of $1.2 billion aggregate principal amount of its
4.625% Senior Subordinated Notes due 2023. Denbury is an
independent oil and natural gas company based in Plano,
Texas. Denbury designs, installs, tests, operates, and
maintains pipelines.
Page 18
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
ELDORADO GOLD CORPORATION
Representation of the initial purchasers, led by J.P. Morgan
Securities LLC, Citibank, HSBC, BofA Merrill Lynch, in
connection with Eldorado Gold Corporation’s sale of $600
million aggregate principal amount of 6.125% High Yield
Senior Notes due 2020. The offering was conducted in
reliance upon Rule 144A and Regulation S. Eldorado Gold
Corporation is a Canadian-based, mid-tier gold producer with
a global portfolio of assets located in Brazil, China, Greece,
Turkey and Romania which have significant proven and
probable reserves.
ENERGY FUTURE INTERMEDIATE
HOLDING COMPANY LLC AND EFIH
FINANCE INC.
Representation of Energy Future Intermediate Holding
Company LLC (EFIH) and EFIH Finance Inc., direct, whollyowned subsidiaries of Energy Future Holdings Corp. (EFH
Corp.), formerly known as TXU Corp., in their issuance and
sale of $252.7 million aggregate principal amount of 6.875%
Senior Secured Notes due 2017. EFH Corp. is a Dallas, Texasbased holding company, which, through EFIH, holds a 100%
interest in Oncor Electric Delivery Holdings Company LLC
which, in turn, holds approximately 80% of the membership
interests in Oncor Electric Delivery Company LLC (Oncor).
Oncor is a regulated company that provides both transmission
and distribution services to retail electric providers that sell
electricity to consumers and transmission services to other
electricity distribution companies, cooperatives and
municipalities. Oncor derives a portion of its revenues from
fees for delivery services provided to Texas Competitive
Electric Holdings Company LLC, an indirect, wholly-owned
subsidiary of EFH Corp. Oncor operates the largest
transmission and distribution system in Texas, delivering
electricity to approximately three million homes and
businesses and operating more than 118,000 miles of
transmission and distribution lines. EFH Corp.’s common
stock is owned by investment funds affiliated with KKR, TPG
Capital and Goldman Sachs.
Page 19
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
ENERGY FUTURE INTERMEDIATE
HOLDING COMPANY LLC AND EFIH
FINANCE INC.
Representation of Energy Future Intermediate Holding
Company LLC (EFIH) and EFIH Finance Inc., direct, whollyowned subsidiaries of Energy Future Holdings Corp. (EFH
Corp.), formerly known as TXU Corp., in their issuance and
sale of $350 million aggregate principal amount of 11.750%
Senior Secured Second Lien Notes due 2022.
ENERGY FUTURE INTERMEDIATE
HOLDING COMPANY LLC AND EFIH
FINANCE INC.
Representation of Energy Future Intermediate Holding
Company LLC (EFIH) and EFIH Finance Inc., direct, whollyowned subsidiaries of Energy Future Holdings Corp. (EFH
Corp.), formerly known as TXU Corp., in their issuance and
sale of $800 million aggregate principal amount of 11.750%
Senior Secured Second Lien Notes due 2022. EFH Corp. is a
Dallas, Texas-based holding company, which, through EFIH,
holds a 100% interest in Oncor Electric Delivery Holdings
Company LLC which, in turn, holds approximately 80% of the
membership interests in Oncor Electric Delivery Company
LLC (Oncor).
ENERGY TRANSFER EQUITY LP
Representation of Credit Suisse Securities (USA) LLC as
manager in connection with a consent solicitation for Energy
Transfer Equity’s $1.8 billion offering of 7.5% senior notes due
2020 related to ETE’s acquisition of Southern Union Gas.
Energy Transfer Equity LP is a publicly traded partnership
owning and operating a diversified portfolio of energy assets.
Energy Transfer Equity owns the general partner of Energy
Transfer Partners and approximately 50.2 million ETP limited
partner units; and the general partner of Regency Energy
Partners and approximately 26.3 million Regency limited
partner units. ETP has pipeline operations in Arizona,
Arkansas, Colorado, Louisiana, New Mexico, Utah and West
Virginia and owns the largest intrastate pipeline system in
Texas. ETP currently has natural gas operations that include
more than 17,500 miles of gathering and transportation
pipelines, treating and processing assets, and three storage
facilities located in Texas.
Page 20
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
EQUATORIAL ENERGIA S.A.
Representation of Equatorial Energia S.A. in connection with
its R$1.3 billion (US$622 million) follow-on equity offering.
The offering was registered in Brazil, with international
placement efforts to qualified institutional buyers and other
non-U.S. persons in reliance on Rule 144A and Regulation S
under the U.S. Securities Act. A substantial portion of the net
proceeds from the offering will be used for the financial
restructuring of Equatorial’s recently acquired subsidiary,
Centrais Elétricas do Pará – CELPA. Headquartered in Brazil,
Equatorial Energia is a holding company, with investments in
electricity distribution, generation, trading and services in the
northeastern and northern regions of Brazil. In 2011,
Equatorial’s subsidiary CEMAR distributed approximately
4,378 GWh to 1.9 million customers in an area of
approximately 332,000 square kilometers (128,147 square
miles) in the state of Maranhão. Also in 2001, Equatorial’s
subsidiary CELPA distributed approximately 6,322 GWh to
1.9 million customers in an area of approximately 1,248,000
square kilometers (481,855 square miles) in the state of Pará.
FMG RESOURCES (AUGUST 2006)
PTY LTD.
Representation of the initial purchasers, led by J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc., RBS
Securities Inc. and UBS Securities LLC, in connection with the
sale of an aggregate principal amount of $1.0 billion 6.000%
Senior Notes due 2017 and $1.0 billion 6.875% Senior Notes
due 2022 of FMG Resources (August 2006) Pty Ltd, an
Australian corporation (FMG), and a direct wholly-owned
subsidiary of Fortescue Metals Group Ltd (Fortescue),
pursuant to Rule 144A and Regulation S. The notes are
guaranteed by certain of Fortescue’s direct and indirect
subsidiaries. Fortescue is engaged in the exploration,
development, production and export of iron ore in the Pilbara
region of Western Australia. Fortescue is listed on the
Australian Securities Exchange.
Page 21
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
GARDNER DENVER, INC.
Representation of Gardner Denver, Inc. in connection with
$575 million aggregate principal amount of 6.875% Senior
Notes due 2021. Gardner Denver is a leading worldwide
manufacturer of compressors, pumps and other products for
industrial applications, including manufacturing and oil and
gas exploration and production.
HALLIBURTON COMPANY
Representation of Credit Suisse Securities (USA) LLC and J.P.
Morgan Securities LLC, the lead dealer managers, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, the co-dealer
manager, for the modified “Dutch” auction tender offer by
Halliburton Company for $3.3 billion of its common stock.
Halliburton Company is one of the world’s largest diversified
energy services companies. It is a leading provider of services
and products to the energy industry related to the exploration,
development and production of oil and natural gas. It serves
major, national and independent oil and natural gas
companies throughout the world.
HALLIBURTON COMPANY
Representation of the underwriters led by Citigroup Global
Markets, Inc., Deutsche Bank Securities Inc., HSBC Securities
(USA) Inc. and RBS Securities Inc. in connection with a
registered offering by Halliburton Company of an aggregate
of $3 billion principal amount of new senior notes. The
offering consisted of notes of four separate tranches, $600
million principal amount of 1.0% Senior Notes due 2016, $400
million principal amount of 2% Senior Notes due 2018, $1.1
billion principal amount of 3.5% Senior Notes due 2023 and
$900 million principal amount of 4.75% Senior Notes due
2043.
HARVEST POWER, INC.
Representation of Goldman, Sachs & Co., as placement agent
in connection with the private placement of $110 million of
Series C Preferred Stock by Harvest Power, Inc. Harvest
Power enables the production of renewable energy and highvalue soil, mulch and organic fertilizer products from organic
materials, using anaerobic digesters to produce clean, low-cost
energy in the form of biogas that can be converted into
electricity, heat and natural gas suitable for use in a variety of
applications.
Page 22
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
INFINIS PLC
Representation of Infinis plc (Infinis), in connection with the
issue by Infinis of £350 million aggregate principal amount of
7.0% Senior Notes due 2019. The notes are secured by a firstpriority security interest in the share capital of Infinis. The net
proceeds of the offering have been used to repay Infinis’
outstanding £275 million senior notes due 2014 and for other
corporate purposes. Additionally, the Firm represented Infinis
Energy Holdings Limited (the immediate parent of Infinis) in
connection with a new secured revolving credit facility.
Infinis is a leader in the UK landfill gas-to-electricity market.
With 121 operating sites across the UK and power generation
installed capacity of 336 MW, Infinis annually exports
approximately 2,002 GWh of electricity to the grid, which
accounts for approximately 5.7% of the UK’s annual
renewable electricity generation.
INMET MINING CORPORATION
Representation of the initial purchasers, led by J.P. Morgan
Securities LLC and Credit Suisse Securities (USA) LLC as
global coordinators and joint book-running managers, in
connection with Inmet Mining Corporation’s sale of $500
million aggregate principal amount of 7.50% Senior Notes due
2021. The offering is a private Rule 144A and Regulation S
bond offering. Inmet Mining Corporation is Canadian-based
global mining company that produces copper and zinc. Inmet
Mining has three wholly-owned mining operations: Çayeli
(Turkey), Las Cruces (Spain) and Pyhäsalmi (Finland). They
also have an 80 percent interest in Cobre Panama, a
development property in Panama.
INMET MINING CORPORATION
Representation of the initial purchasers, led by J.P. Morgan
Securities LLC and Credit Suisse Securities (USA) LLC in
connection with Inmet Mining Corporation’s sale of $1.5
billion aggregate principal amount of 8.75% Senior Notes due
2020. The offering is a private Rule 144A and Regulation S
bond offering.
Page 23
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
INTERNATIONAL TRANSMISSION
COMPANY
Representation of International Transmission Company
(ITCTransmission), a wholly-owned subsidiary of ITC
Holdings Corp. (ITC Holdings), in connection with its offering
pursuant to Rule 144A and Regulation S of $285 million
aggregate principal amount of its 4.625% First Mortgage
Bonds, Series E, due 2043. ITC Holdings is the largest
independent electric transmission company in the United
States. ITC invests in the electric transmission grid to improve
reliability, expand access to markets, lower the overall cost of
delivered energy and allow new generating resources to
interconnect to its transmission systems. Based in Novi,
Michigan, ITCTransmission owns, operates and maintains
approximately 2,800 circuit miles of transmission lines in
southeast Michigan.
ITC MIDWEST LLC
Representation of ITC Midwest LLC, a wholly-owned
subsidiary of ITC Holdings Corp., in ITC Midwest’s issuance
of $100 million aggregate principal amount of 3.50% First
Mortgage Bonds, Series E due 2027, in a private placement.
ITC Holdings Corp. invests in the electricity transmission grid
to improve electric reliability, improve access to markets and
lower the overall cost of delivered energy. ITC is the largest
independent electricity transmission company in the country.
Through its subsidiaries, ITCTransmission, Michigan Electric
Transmission Company (METC) and ITC Midwest, ITC
operates regulated, high-voltage transmission systems in
Michigan’s Lower Peninsula and portions of Iowa, Minnesota,
Illinois and Missouri, serving a combined peak load in excess
of 25,000 megawatts. ITC is also focused on new areas where
significant transmission system improvements are needed
through subsidiaries ITC Grid Development, ITC Great Plains
and ITC Panhandle Transmission.
Page 24
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
KOREA GAS CORPORATION
(KOGAS)
Representation of Deutsche Bank and Goldman Sachs, J.P.
Morgan, Morgan Stanley and UBS in connection with the
update by Korea Gas Corporation (KOGAS) of its $5 billion
Global MTN Program and subsequent takedown of RULE
144A/REG S $750 million 6.250% Senior Notes due 2042.
Korea Gas Corporation is a public natural gas company,
established in 1983 and controlled by the Korean Government.
KOGAS is listed on the Korea Exchange and is the largest
LNG importer in the world. KOGAS operates three LNG
regasification terminals and over 2,800 km of natural gas
pipelines in South Korea.
KOREA SOUTHERN POWER CO., LTD.
Representation of Barclays Bank PLC, Citigroup Global
Markets Limited, Deutsche Bank AG, Singapore Branch and
The Royal Bank of Scotland, as initial purchasers, in
connection with the issuance of US$300 million 1.875% Notes
due 2018 by Korea Southern Power Co., Ltd. The offering of
notes was conducted in reliance upon Regulation S under the
U.S. Securities Act of 1933, as amended. Korea Southern
Power is one of six wholly-owned regional electricity
generation subsidiaries of Korea Electric Power Corporation, a
government-controlled electricity company in Korea.
KOSMOS ENERGY LTD.
Representation of affiliates of The Blackstone Group L.P. in
connection with a secondary offering of 30,000,000 common
shares of Kosmos Energy Ltd. (Kosmos) by certain
shareholders of Kosmos, including the affiliates of the
Blackstone Group L.P., for aggregate gross proceeds of
approximately $330.0 million. The offering of 30,000,000
common shares does not include the underwriters’ option to
purchase 4,500,000 additional shares. Kosmos is an
international oil and gas exploration and production company
with major oil discoveries offshore West Africa including the
giant Jubilee Field in offshore Ghana.
Page 25
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
LONE PINE RESOURCES CANADA
LTD.
Representation of the initial purchasers, led by Credit Suisse
Securities (USA) LLC, in connection with Lone Pine Resources
Canada Ltd.’s offering of $200 million aggregate principal
amount of senior notes. Lone Pine Resources Canada Ltd. is a
wholly owned subsidiary of Lone Pine Resources Inc. Lone
Pine Resources Inc. is an oil and gas exploration, development
and production company with operations in Canada.
MEG ENERGY CORP.
Representation as U.S. counsel to the underwriters, led by
Credit Suisse Securities (Canada), Inc., BMO Nesbitt Burns
Inc., Barclays Capital Canada Inc. and RBC Dominion
Securities Inc. as Joint Book-Running Managers in connection
with an approximately $400 million offering of 12,125,000
common shares of MEG Energy Corp. (MEG) in Canada. In
the United States, the offering was conducted in reliance upon
Rule 144A and Regulation S. MEG is focused on sustainable
in situ oil sands development and production in the southern
Athabasca region of Alberta, Canada. MEG is actively
developing enhanced oil recovery projects that utilize SAGD
extraction methods.
MEG ENERGY CORP.
Representation of the initial purchasers, led by Barclays, BMO
Capital Markets, Credit Suisse, RBC Capital Markets, CIBC,
HSBC and Morgan Stanley in connection with a
144A/Regulation S offering by MEG Energy Corp. of $800
million of 6.375% Senior Notes due 2023.
MUSTANG HILLS, LLC
Representation of note purchasers in connection with the
private placement of $245 million of 5.15% Senior Secured
Notes due November 30, 2035 issued by Mustang Hills,
LLC. The Firm also represented The Royal Bank of Scotland
plc and KeyBank National Association in connection with
$29,462,081.06 of secured letter of credit facilities for Mustang
Hills, LLC. Mustang Hills, LLC owns the Mustang Hills Wind
Farm, a 150 MW nameplate capacity wind power project,
consisting of 50 Wind Turbines, located in the Tehachapi/
Mojave area of Kern County, California. Mustang Hills, LLC
is owned by EverPower Wind Holdings, Inc., a developer,
owner and operator of utility grade wind projects.
Page 26
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
NEW GOLD INC.
Representation of the initial purchasers, led by J.P. Morgan
Securities LLC, in the sale of an aggregate principal amount of
$500 million 6.25% Senior Notes due 2022 of New Gold Inc., a
British Columbia corporation (New Gold). The offering was
conducted as a private offering in reliance upon Rule 144A
and Regulation S. The notes are guaranteed by certain of New
Gold’s direct and indirect subsidiaries. New Gold is a leading
mid-sized gold producer with operating mines in the United
States, Mexico, Canada and Australia and development
projects in Canada and Chile. New Gold is listed on the
Toronto Stock Exchange and the NYSE Amex.
NEW GOLD INC.
Representation of the initial purchasers, led by J.P. Morgan
Securities LLC and Scotia Capital (USA) Inc., in the sale of an
aggregate principal amount of $300 million 7.00% High Yield
Senior Notes due 2020 of New Gold Inc., a British Columbia
corporation. The offering was conducted as a private offering
in reliance upon Rule 144A and Regulation S.
NOBLE HOLDING INTERNATIONAL
LIMITED
Representation of Barclays Capital, HSBC, SunTrust Robinson
Humphrey, Wells Fargo Securities and the other underwriters
in connection with Noble Holding International Limited’s
offering of $300 million of 2.50% Senior Notes due 2017, $400
million of 3.95% Senior Notes due 2022 and $500 million of
5.25% Senior Notes due 2042. Noble is a leading offshore
drilling contractor for the oil and gas industry. Noble has a
fleet of 79 offshore drilling units located worldwide, including
in the Middle East, India, the U.S. Gulf of Mexico, Mexico, the
Mediterranean, the North Sea, Brazil, West Africa and Asian
Pacific.
Page 27
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
OHL MÉXICO, S.A.B. DE C.V.
Representation of OHL México, S.A.B. de C.V. in connection
with its Rule 144A/Regulation S offering of an aggregate of
209,700,401 Series I shares of common stock, which raised
approximately Ps. 5.90 billion (approximately US$458.5
million) in net proceeds. OHL México, S.A.B. de C.V. is a
leading transportation infrastructure concession operator in
the private sector in Mexico. The Series I shares of common
stock of OHL México, S.A.B. de C.V. are listed on the Mexico
Stock Exchange. UBS and BBVA acted as the global
coordinators and joint bookrunners, Goldman Sachs and J.P.
Morgan acted as joint bookrunners and Societe General acted
as co-manager.
PARKER DRILLING COMPANY
Representation of the initial purchasers, Barclays Capital Inc.,
RBS Securities, Wells Fargo Securities, LLC and BofA Merrill
Lynch in connection with Parker Drilling’s sale of $125 million
high yield 9.125% Senior Notes due 2018. Parker Drilling
provides advanced drilling solutions to the energy industry
including worldwide drilling services, rental tools and project
management, including rig design, construction and
operations management.
PPL CORPORATION
Representation of PPL Corporation in connection with an
SEC-registered offering of 9.9 million shares of common stock
and the execution of forward sale agreements relating to an
equal number of shares. Under the forward sale agreements,
Morgan Stanley & Co. LLC and Merrill Lynch International,
as forward counterparties, borrowed 9.9 million shares of
PPL’s common stock from third parties and sold those shares
to the underwriters. PPL, a global energy holding company,
headquartered in Allentown, PA, owns or controls nearly
19,000 megawatts of generating capacity in the United States,
sells energy in key U.S. markets and delivers electricity and
natural gas to approximately 10.5 million customers in the
United States and the United Kingdom.
Page 28
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
PROMOTORA Y OPERADORA DE
INFRAESTRUCTURA, S.A.B. DE C.V.
Representation of the Credit Suisse Securities (USA) LLC and
J.P. Morgan Securities LLC, as initial purchasers, in
connection with the US$347.6 million equity offering by
Promotora y Operadora de Infraestructura, S.A.B. de C.V.
(PINFRA) and certain selling shareholders. PINFRA’s
common shares were listed on the Mexican Stock Exchange
and sold internationally to qualified institutional buyers in the
United States in reliance on Rule 144A and to non-U.S.
persons outside the United States in reliance on Regulation S.
PINFRA is one of the largest owners and operators of
concessions of infrastructure projects in Mexico, primarily
focused on transportation infrastructure concession business.
SAMSON INVESTMENT COMPANY
Representation of Samson Investment Company in connection
with its $2.25 billion Rule 144A/Regulation S offering of
9.750% Senior Notes due 2020, guaranteed by each of
Samson’s existing and certain future domestic subsidiaries
that guarantee Samson’s existing revolving credit facility.
Samson is a private oil and natural gas company engaged in
the development, exploration and acquisition of oil and
natural gas properties. It owns interests in over 10,000 wells of
which it operates over 7,500, with key positions in oil and
liquids-rich plays such as the Bakken, Powder River, Green
River, Granite Wash, Cana Woodford and Cotton Valley as
well as in the Haynesville and Bossier gas shales. KKR, a
leading global investment firm with previous and current oil
and gas investments, owns a significant equity position in
Samson. ITOCHU Corporation, Natural Gas Partners and
Crestview Partners have also invested in Samson alongside
KKR.
SEVEN GENERATIONS ENERGY LTD.
Representation of Seven Generations Energy Ltd. (7G) in
connection with its offering of $400 million aggregate
principal amount of 8.250% Senior Notes due 2020 in reliance
on Rule 144A and Regulation S of the U.S. Securities Act of
1933, as amended. 7G, is a Canadian corporation based in
Calgary, Alberta focused on the acquisition, development and
production of oil, natural gas and natural gas liquids in the
Kakwa area of west central Alberta.
Page 29
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
STORK TECHNICAL SERVICES
HOLDCO B.V.
Representation of Stork Technical Services HOLDCO B.V. in
connection with its offering of €272.5 million of 11.0% senior
secured notes due 2017 and its €100 million super senior
revolving credit facility Stork Technical Services provides
asset integrity services to the oil and gas, chemical and
refining, and power industries. These services include longterm maintenance services, consultancy, project management,
stop and turnaround management, inspection and repair
services, subsea services, equipment overhaul and asset
management, relocation and decommissioning services.
SUBURBAN PROPANE PARTNERS L.P.
Representation of Evercore Group L.L.C. and Citigroup
Global Markets Inc., as dealer managers, in connection with
private exchange offers and related consent solicitations
conducted by Suburban Propane Partners, L.P. and its
subsidiary Suburban Energy Finance Corp. for any and all of
the $600 million principal amount of 7% Senior Notes due
2018 and $600 million principal amount of 6-7/8% Senior
Notes due 2021 issued by Inergy, L.P. and Inergy Finance
Corp. The exchange offers and consent solicitations were
conducted in connection with the acquisition by Suburban of
Inergy’s retail propane business. In the exchange offers the
Suburban entities offered $1 billion aggregate principal
amount of their 7.50% Senior Notes due 2018 and 7-3/8%
Senior Notes due 2021 and $200 million in cash. The Firm also
represented Evercore as financial advisor to Suburban in
connection with the acquisition. Suburban Propane Partners,
L.P. is a publicly-traded master limited partnership listed on
the New York Stock Exchange. Headquartered in Whippany,
New Jersey, Suburban has been in the customer service
business since 1928. Suburban now serves the energy needs of
approximately 1.3 million residential, commercial, industrial
and agricultural customers through approximately 750
locations in 41 states.
Page 30
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
TESORO CORPORATION
Representation of Tesoro Corporation in its issuance and sale
of $450 million aggregate principal amount of 4.250% Senior
Notes due 2017 and $475 million aggregate principal amount
of 5.375% Senior Notes due 2022. The Firm also represented
Tesoro in connection with the tender offers and redemptions.
Tesoro, a Fortune 150 company, is an independent refiner and
marketer of petroleum products. Tesoro, through its
subsidiaries, operates seven refineries in the western United
States with a combined capacity of approximately 675,000
barrels per day. Tesoro's retail-marketing system includes
over 1,375 branded retail stations, of which nearly 590 are
company operated under the Tesoro, Shell and USA
Gasoline™ brands.
TESORO LOGISTICS LP AND TESORO
LOGISTICS FINANCE CORP.
Representation of Tesoro Logistics LP and Tesoro Logistics
Finance Corp., as co-issuers, in connection with a Rule
144A/Regulation S offering of $350 million aggregate
principal amount of 5.875% senior notes due 2020. Tesoro
Logistics is a NYSE-listed Delaware limited partnership
formed by Tesoro Corporation to own, operate, develop and
acquire logistics assets. Tesoro Logistics’ assets include a
crude oil gathering system in the Bakken Shale/Williston
Basin area of North Dakota and Montana, refined products
terminals in the midwestern and western United States,
marine terminals in California, and a crude oil and refined
products storage facility and five related short-haul pipelines
in Utah.
Page 31
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
THOMPSON CREEK METALS
COMPANY INC.
Representation of the underwriters, led by J.P. Morgan
Securities LLC, Deutsche Bank Securities Inc. and RBC
Dominion Securities Inc., in connection with the sale of $200
million 12.5% high yield Senior Notes due 2019 and $220
million Tangible Equity Units (“tMEDS”) (or $250 million,
assuming full exercise of the underwriters’ overallotment
option) of Thompson Creek Metals Company Inc., a British
Columbia corporation. In connection with the issuance of the
Senior Notes and the tMEDS, the Firm also represented
JPMorgan in an amendment to Thompson Creek’s $300
million senior secured revolving credit agreement. Thompson
Creek is a North American mining company and is a
significant supplier of molybdenum with substantial copper
and gold reserves. Molybdenum is an industrial metal used
as a ferro-alloy in steels that serve the chemical processing, oil
refining, power generation, oil well drilling and petroleum
and gas pipeline industries. Thompson Creek intends to use
the proceeds of the offering of the Senior Notes and the
tMEDS, together with cash from operations and funds from
prior financing arrangements, to complete construction of its
Mt. Milligan, British Columbia copper-gold mine.
TPC GROUP INC.
Representation of TPC Group Inc. (TPC) in connection with its
Rule 144A and Regulation S offering of $100 million aggregate
principal amount of additional 8.75% Senior Secured Notes
due 2020. TPC Group, headquartered in Houston, Texas, is a
leading producer of value-added products derived from niche
petrochemical raw materials such as C4 hydrocarbons. Its
products are sold to producers of a wide range of
performance, specialty and intermediate products, including
synthetic rubber, fuels, lubricant additives, plastics and
surfactants.
Page 32
Capital Markets
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
TPC GROUP INC.
Representation of TPC Group Inc. (TPC) in connection with its
Rule 144A and Regulation S offering of $655 million aggregate
principal amount of 8.75% Senior Secured Notes due
2020. The offering was conducted in connection with the
acquisition in 2012 of TPC by affiliates of First Reserve
Management, L.P. and SK Capital Partners, which were
represented by the Firm. In connection with the acquisition,
TPC also entered into a new $250 million asset-backed
revolving credit facility.
WALTER ENERGY, INC.
Representation of Walter Energy, Inc. in connection with the
issuance and sale of $450 million of 8.5% Senior Notes due
2021. The offering was conducted in reliance on Rule 144A
and Regulation S of the U.S. Securities Act of 1933, as
amended. Walter Energy is a leading, publicly traded “pureplay” metallurgical coal producer for global industry with
strategic access to high-growth steel markets in Asia, South
America and Europe. The company also produces thermal
coal, anthracite, metallurgical coke and coal bed methane gas.
Walter Energy employs approximately 4,100 employees and
contractors with operations in the United States, Canada and
the United Kingdom.
WALTER ENERGY, INC.
Representation of Walter Energy, Inc. in its offering of $500
million aggregate principal amount of 9.875% Senior Notes
due 2020. The offering was conducted in reliance on Rule
144A and Regulation S.
ZACHRY HOLDINGS, INC.
Representation of J.P. Morgan Securities LLC, Merrill Lynch,
Pierce Fenner & Smith Incorporated and Wells Fargo
Securities, LLC in connection with the issuance of $250 million
aggregate principal amount of 7.500% Senior Notes due 2020
by Zachry Holdings, Inc. Zachry is one of the leading
providers of engineering, procurement and construction,
maintenance and turnaround/outage services in the United
States to the domestic energy and industrial infrastructure
sectors, including refining, petrochemicals, power generation,
liquefied natural gas, and other related energy sectors.
Page 33
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
ABENGOA S.A. AND ABENGOA
CHILE S.A.
Representation of Abengoa S.A. and Abengoa Chile S.A.,
through its subsidiary, Transmisora Mejillones S.A., in
connection with the US$40.2 million credit facility from Crédit
Agricole, Corpbanca, and the Inter-American Investment
Corporation, financing of the construction of a 220 kV
transmission line and electrical substation connecting the
Sierra Gorda Mine with the Northern Interconnected System
(Sistema Interconnectado del Norte Grande) of Chile at the
Encuentro Substation in the Antofagasta, II Region of Chile.
ALTA WIND VII AND IX
CALIFORNIA WIND POWER PROJECT
OF TERRA-GEN POWER LLC
Representation of Union Bank, N.A. and The Royal Bank of
Scotland, as lenders, in connection with the $650 million
project financing of the Alta VII and IX wind power projects.
The Alta Wind VII and Alta Wind IX projects are part of Terra
Gen’s Alta Wind Energy Center. Terra-Gen Power, an affiliate
of Boston energy investment group ArcLight Capital Partners
and independent infrastructure investment fund Global
Infrastructure Partners, develops renewable energy projects
with a focus on wind, geothermal and solar generation.
ALTA WIND X AND XI
CALIFORNIA WIND POWER PROJECT
OF TERRA-GEN POWER LLC
Representation of Union Bank, N.A., as lender, in connection
with the $552.2 million project financing of the Alta X and XI
wind power projects. The Alta Wind X and Alta Wind XI
projects are part of Terra Gen’s Alta Wind Energy Center.
Terra-Gen Power, an affiliate of Boston energy investment
group ArcLight Capital Partners and independent
infrastructure investment fund Global Infrastructure Partners,
develops renewable energy projects with a focus on wind,
geothermal and solar generation.
ARENA ENERGY LLC
Representation of Wells Fargo in connection with the $340
million revolving credit facility for Arena Energy LLC. Arena
Energy LLC is a privately-held Oil and Gas exploration
company. During the past three years, Arena has been the
third most active operator in the Gulf of Mexico based on the
number of wells drilled.
Page 34
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
ASSOCIATED ASPHALT PARTNERS
LLC
Representation of Goldman Sachs Capital Partners in
connection with the financing related to its $400 million
acquisition of Associated Asphalt Partners LLC from ArcLight
Capital Partners, LLC. Associated Asphalt Partners owns
storage facilities and sells asphalt used to construct and
maintain highways and roads. It operates primarily in the
mid-Atlantic and southeastern United States.
BLACK STONE MINERALS COMPANY,
L.P.
Representation of Wells Fargo Bank, National Association in
connection with the $1.0 billion revolving credit facility for
Black Stone Minerals Company, L.P. (BSMC) representing an
increase in the 2012 credit facility from $600 million to $1.0
billion and the addition of six new Lenders to the syndicate.
BSMC is one of the largest private fee mineral and royalty
owners in the United States. BSMC owns or controls interests,
either directly or through institutionally-supported
partnerships, in more than 50,000 wells and approximately
15.3 million gross fee mineral acres across 41 states in every
major producing basin. BSMC also owns additional royalty
interests in approximately 2.8 million mineral acres.
BRAND ENERGY & INFRASTRUCTURE
SERVICES
Representation of Brand Energy & Infrastructure Services in
connection its $850 million amended and restated first lien
credit facility and the $300 million amended and restated
second lien term credit facility. Brand Energy and
Infrastructure Services (Brand) is the leading diversified
provider of specialty multi-craft services to the North
American downstream energy infrastructure market. Brand
operates in four key energy sectors: refining, Canadian Oil
Sands, petrochemical and power generation.
CABOT OIL & GAS CORPORATION
Representation of JPMorgan Chase Bank, N.A. as
administrative agent in connection with the $900 million
revolving credit facility for Cabot Oil & Gas Corporations.
Cabot Oil & Gas Corporation, headquartered in Houston,
Texas is a leading independent natural gas producer, with its
entire resource base located in the continental United States.
Page 35
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
CAERUS OPERATING LLC
Representation of J.P. Morgan in connection with a $400
Million amended and restated credit facility among Caerus
Operating LLC, as Borrower, JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders party thereto. J.P.
Morgan Securities LLC and Wells Fargo Securities, LLC served
as Joint Lead Arrangers, J.P. Morgan Securities LLC served as
Sole Bookrunner. Caerus Oil and Gas LLC is engaged in the
acquisition, development and production of conventional
natural gas and liquids in North America.
CANYON WIND, LLC
Representation of The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
New York Branch, as administrative agent, and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, CoBank, ACB
and Mizuho Corporate Bank, Ltd.,as mandated lead arrangers
and joint bookrunners in connection with a $231.81 million
senior secured term loan to Canyon Wind, LLC, a subsidiary
of NextEra Energy Resources, LLC, to partially reimburse the
construction and development costs for a 99.2MW wind
energy electric generating facility located in Coconino County,
Arizona and a 120MW wind energy electric generating facility
located in Tuscola, Bay and Saginaw Counties, Michigan.
NextEra Energy Resources, LLC, is the leading generator of
wind and solar power in North America, operating more than
100 facilities in 22 states and Canada.
CARRIZO OIL & GAS INC.
Representation of Wells Fargo in connection with the $40
million revolving credit facility for Carrizo Oil & Gas Inc.
Carrizo Oil & Gas, Inc. is a Houston-based energy company
actively engaged in the exploration, development,
exploitation, and production of oil and natural gas primarily in
the Eagle Ford Shale in South Texas, the Barnett Shale in North
Texas, the Marcellus Shale in Appalachia, and the Niobrara
Formation in Colorado.
Page 36
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
CENTENNIAL WIND FUNDING, LLC
Representation of KeyBank National Association, as
administrative agent, and Landesbank Hessen-Thüringen
Girozentrale, New York Branch, KeyBank National
Association and Bayerische Landesbank, New York Branch, as
mandated lead arrangers and joint bookrunners in connection
with a $139.58 million senior secured term loan to Centennial
Wind Funding, LLC, a subsidiary of NextEra Energy
Resources, LLC, to partially reimburse the construction and
development costs for a 200MW wind energy electric
generating facility located in Arapahoe, Elbert and Lincoln
Counties, Colorado and a 200MW wind energy electric
generating facility located in Lincoln County, Colorado.
NextEra Energy Resources, LLC, is the leading generator of
wind and solar power in North America, operating more than
100 facilities in 22 states and Canada.
CIMARRON WIND ENERGY
HOLDINGS, LLC
Representation of The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
Bayerische Landesbank, New York Branch, Landesbank
Hessen-Thüringen Girozentrale, Mizuho Corporate Bank, Ltd.,
The Bank of Tokyo-Mitsubishi UFJ, Ltd., and Sabadell United
Bank, N.A. as lenders in connection with a $235.9 million
senior secured term loan to Cimarron Wind Energy Holdings,
LLC, a subsidiary of NextEra Energy Resources, LLC. The
project, a wind energy electric generating facility, located in
Gray County, Kansas, is comprised of 72 Siemens 2.3- MW
turbines spread across approximately 14,000 acres. All of the
power from the project is being sold to the Tennessee Valley
Authority under a 20-year power purchase agreement. An
affiliate of NextEra Energy Resources owns and operates the
project. NextEra Energy Resources, LLC, is the leading
generator of wind and solar power in North America,
operating more than 100 facilities in 22 states and Canada.
Page 37
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
COVANTA HOLDING CORPORATION
Representation of BofA Merrill Lynch, as a lead arranger and
administrative agent in connection with the $1.2 billion credit
facility of Covanta Holding Corporation. Covanta Energy, a
subsidiary of Covanta Holding Corporation, is an
internationally recognized owner and operator of large-scale
Energy-from-Waste and renewable energy projects and a
recipient of the Energy Innovator Award from the U.S.
Department of Energy's Office of Energy Efficiency and
Renewable Energy. Covanta’s 46 Energy-from-Waste facilities
provide communities with an environmentally sound solution
to their solid waste disposal needs by using that municipal
solid waste to generate clean, renewable energy.
CRESTWOOD MIDSTREAM PARTNERS
LP
Representation of Crestwood Midstream Partners LP in
connection with its $400 million revolving credit facility.
Crestwood Midstream Partners is a leader in natural gas
gathering, processing and treating services for natural gas and
natural gas liquids produced from the Barnett Shale in North
Texas, the Fayetteville Shale in Northwest Arkansas, the
Granite Wash area in the Texas Panhandle and the Avalon
Shale area of Southeastern New Mexico. Crestwood’s general
partner is owned and managed by Crestwood Holdings
Partners, LLC, a partnership between First Reserve
Corporation and the Crestwood management team.
CULLIGAN LTD.
Representation of Angelo, Gordon & Co. in an out-of-court
recapitalization of Culligan Ltd., a leading water supply and
water products company. Angelo Gordon, in its capacity as a
first lien lender, together with Centerbridge Partners, led the
restructuring, pursuant to which Culligan’s first lien lenders
exchanged their outstanding loans into a combination of new
term loans and cash and Culligan’s second lien lenders
exchanged their outstanding loans into either cash or equity in
Culligan.
Page 38
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
EDISON INTERNATIONAL AND
SOUTHERN CALIFORNIA EDISON
Representation of JPMorgan Chase Bank, N.A. in connection
with a $1.25 billion credit facility for Edison International and
a $2.75 billion revolving credit facility for Southern California
Edison. Edison International, through its subsidiaries, is a
generator and distributor of electric power and an investor in
infrastructure and energy assets, including renewable
energy. Edison International is the parent company of
Southern California Edison, one of the nation’s largest electric
utilities, serving a population of nearly 14 million via 4.9
million customer accounts in a 50,000-square-mile service area
within central, coastal and southern California.
EMPRESAS ICA, S.A.B. DE C.V.
Representation of Goldman Sachs Bank USA in connection
with a US$200 million loan financing to Empresas ICA, S.A.B.
de C.V. The loan proceeds will be used to fund an upfront
payment for the grant of a concession by the Mexican
Government to develop an 83-kilometer toll road between the
states of Queretaro and Guanajuato, Mexico, the Palmillas
Project. ICA is Mexico’s leading construction and
infrastructure operation company. Its principal lines of
business are (i) civil and industrial construction, (ii)
infrastructure development including operation of airports,
highways and water projects and (iii) social interest housing
and middle income residential development.
Page 39
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
ENERGY TRANSFER EQUITY LP
Representation of Credit Suisse Securities (USA) LLC and
Wells Fargo as co-lead arrangers in connection with a $2
billion senior secured term loan for Energy Transfer Equity
and Energy Transfer Partners, L.P. (ETP). Energy Transfer
Equity LP is a publicly traded partnership owning and
operating a diversified portfolio of energy assets. Energy
Transfer Equity owns the general partner of Energy Transfer
Partners and approximately 50.2 million ETP limited partner
units; and the general partner of Regency Energy Partners and
approximately 26.3 million Regency limited partner units.
ETP has pipeline operations in Arizona, Arkansas, Colorado,
Louisiana, New Mexico, Utah and West Virginia and owns the
largest intrastate pipeline system in Texas. ETP currently has
natural gas operations that include more than 17,500 miles of
gathering and transportation pipelines, treating and
processing assets, and three storage facilities located in Texas.
ENERGY TRANSFER EQUITY LP
Representation of Credit Suisse Securities (USA) LLC as
administrative agent in connection with a $200 million
revolving credit facility for Energy Transfer Equity and Energy
Transfer Partners, L.P.
ENERGYQUEST II LLC
Representation of Wells Fargo in connection with the $95
million revolving credit facility for EnergyQuest II LLC.
EnergyQuest II, LLC is a Houston, Texas based oil and gas
company primarily focused on creating value through the
acquisition, development and efficient operation of properties
located in South Louisiana and the upper Texas Gulf Coast.
EnergyQuest II, LLC is a portfolio company of Quantum
Energy Partners.
Page 40
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
ENERVEST ENERGY
Representation of Wells Fargo Bank, National Association in
connection with an aggregate $1.3 billion of revolving credit
facilities including the $715.0 million revolving credit facility
for EnerVest Preferred Holdings XIII, L.P., the $10.0 million
revolving credit facility for EnerVest Energy Institutional Fund
XIII-WIC, L.P., and the $575.0 million revolving credit facility
for EnerVest Institutional Fund XIII-A, L.P. This structure was
unique because it permitted EnerVest to leverage net profits
interests (NPI’s) owned indirectly by UBTI sensitive investors
who could not otherwise directly leverage their investments.
EnerVest is one of the 25 largest oil and gas companies in the
United States, with more than 27,000 wells across 16 states, 5.4
million acres under lease and more than $6 billion in proved
and probable reserves.
ENERVEST ENERGY
Representation of Wells Fargo in connection an aggregate $800
million of revolving credit facilities including the $414.7
million revolving credit facility for EnerVest Energy
Institutional Fund XII A LP, the $10 million revolving credit
facility for EnerVest Energy Institutional Fund XII-WIC LP
and the $375.3 million revolving credit facility for EnerVest
Preferred Holdings LP.
ESSENTIAL POWER, LLC
Representation of Barclays Capital, PLC in connection with a
$665 million secured refinancing of revolving and term loan
facilities of Essential Power, LLC. Essential Power and its
subsidiaries own a portfolio of power generation facilities
located in New Jersey, New Hampshire, Maryland and
Massachusetts.
Page 41
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
EXCO RESOURCES, INC.
Representation of JPMorgan Chase Bank, N.A. as lead
arranger, in connection with arranging a financing
commitment for a new senior secured revolving credit facility
with an initial $1.6 billion borrowing base and a $400 million
bridge loan tranche for Exco Resources, Inc. (Exco). Proceeds
from the loans on closing will be used to refinance Exco’s
existing senior secured bank credit facility and finance its
acquisition of producing and undeveloped oil and gas assets
in the Eagle Ford shale formation from subsidiaries of
Chesapeake Energy Corporation. Exco is an oil and natural gas
company engaged in exploration, exploitation, development
and production.
FIELDWOOD ENERGY LLC
Representation of Fieldwood Energy LLC (Fieldwood), a
portfolio company of Riverstone Holdings LLC, in connection
with the acquisition financing relating to its announced
acquisition of Apache Corporation's Gulf of Mexico Shelf
business for $3.75 billion. The properties to be acquired
represent the largest operated asset base on the Gulf of Mexico
Shelf and comprise more than 500 blocks and 1.9 million net
acres. Fieldwood, based in Houston, Texas, is focused on the
acquisition and development of conventional oil and gas assets
in North America, including the Gulf of Mexico. (Pending)
GEOSOUTHERN ENERGY CORP.
Representation of GeoSouthern Energy Corp., a portfolio
company of The Blackstone Group, in connection with its $1
billion credit facility. The new facility will be used to continue
the development of GeoSouthern’s 173,000 gross acre position
in the condensate and oil windows of the Eagle Ford shale
play in Texas. GeoSouthern Energy Corp. produces oil and gas
and has substantial acreage positions in Gonzales and Lavaca
counties in Texas. It specializes in production of Austin Chalk
and Eagle Ford unconventional formations.
Page 42
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
GOODRICH PETROLEUM
CORPORATION
Representation of Wells Fargo, N.A. as administrative agent in
connection with the $210 million amendment to revolving
credit facility of Goodrich Petroleum Corporation. Goodrich
Petroleum Corporation is an independent oil and natural gas
company engaged in the exploration, development and
production of oil and natural gas on properties primarily in
Northwest Louisiana, East Texas and South Texas.
HALCÓN RESOURCES CORPORATION
Representation of JPMorgan Chase Bank, N.A. as
administrative agent in connection with the $500 million
senior secured reserve-based revolving credit facility for
Halcón Resources Corporation, having mortgaged properties
in multiple jurisdictions. Halcón Resources Corporation is an
independent energy company engaged in the acquisition,
production, exploration and development of onshore oil and
natural gas properties in the United States. Halcón Resources
was previously known as RAM Energy Resources, Inc.
HUNT OIL COMPANY
Representation of JPMorgan Chase Bank, N.A. as
administrative agent in connection with the $1.5 billion credit
facility of Hunt Oil Company. Hunt Oil Company, a privately
held exploration and production company, has successfully
conducted petroleum operations for more than 75 years.
Today, Hunt Oil is one of the world's leading independent
energy companies, with operations in North America, South
America, Europe, Australia and the Middle East. Hunt Oil has
drilled wells on every continent except Antarctica.
Page 43
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
ITAFOS MINERAÇÃO LTDA.
Representation of Itafos Mineração Ltda., a subsidiary of
MBAC International of Canada, an integrated fertilizer
company, in connection with the R$400 million financing for
the development and construction of a phosphate mining and
processing plant located in the state of Tocantins, in central
Brazil. The limited-recourse financing consisted of three loans
provided by International Finance Corporation (IFC)
(denominated in dollars), Itau BBA and WestLB (denominated
in reais). The project financed by the proceeds of the loans
consists of exploration, mining and processing of phosphate
rock which will serve as the main feedstock to the Single Super
Phosphate (SSP) fertilizer plant that will be built. The SSP
plant will process beneficiated rock and is expected to produce
500,000 metric tons of SSP fertilizer per annum which will be
sold to farmers and fertilizer distributors in the nearby and
rapidly expanding agricultural region of the Cerrado,
involving particular environmental concerns, typically to a
higher level of compliance required by lenders from resources
extraction projects. The eight-year debt is dived among (i) an
up to R$205 million loan financed by BNDES through a
repasse on-lending basis by Itau BBA, (ii) a $40 million A Loan
from the IFC, and (iii) an up to R$46.75 million B Loan from
WestLB do Brasil S.A., which are combined with the proceeds
of a $33 million equity investment from the IFC. The financing
structure also encompasses a R$1.6 million facility, priced at
2% due to its use, which is to fund social projects.
Page 44
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
LA FRONTERA GENERATION, LLC, A
SUBSIDIARY OF NEXTERA ENERGY
RESOURCES, LLC
Representation of Bank of America, N.A. as Administrative
Agent and sole Lead Arranger in connection with a $1.15
billion senior secured variable rate term loan agreement
maturing in September 2020 provided to La Frontera
Generation, LLC, an indirect wholly-owned subsidiary of
NextEra Energy Resources, LLC (NEER). The financed
projects, (i) a gas energy electric generating facility, located in
Forney, Texas, is comprised of 1,899 MW combined cycle
natural gas-fired power plant and (ii) a gas energy electric
generating facility, located in Paris, Texas, is comprised of
1,103 MW combined cycle natural gas-fired power plant. All of
the power from the projects is subject to a commodity hedge
agreement entered into with Merrill Lynch Commodities, Inc.
An affiliate of NextEra Energy Resources owns and operates
the projects. NextEra Energy Resources, LLC, is a leading
generator of gas power in North America, operating facilities
in six states. NEER is an indirect wholly-owned subsidiary of
NextEra Energy, Inc. a leading clean energy company.
Through its subsidiaries, NextEra Energy generates clean,
emissions-free electricity from eight commercial nuclear power
units in Florida, New Hampshire, Iowa and Wisconsin.
LINN ENERGY LLC
Representation of BNP Paribas in connection with the $500
million revolving credit facility for Linn Energy LLC. Linn
Energy is a leading U.S. independent oil and natural gas
development company, with approximately 4.2 Tcfe of proved
reserves (pro forma for announced 2012 acquisitions) in
producing U.S. basins as of Dec. 31, 2011.
Page 45
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
MAGNETATION LLC
Representation of J.P. Morgan Chase, N.A. as administrative
agent for the credit facilities and J.P. Morgan Securities LLC as
the sole lead arranger and bookrunner for $110 million senior
secured credit facilities of Magnetation LLC (Magnetation).
The Credit Facilities are comprised of a $25 million Senior
Secured Revolving Credit Facility, $50 million Senior Secured
Term Loan A and $35 million Senior Secured Delayed Draw
Term Loan. Magnetation is a joint venture between
Magnetation, Inc. (50.1% owner) and AK Steel Corporation
(49.9% owner). Magnetation LLC reclaims high-quality iron
ore concentrate from previously abandoned iron ore waste
stockpiles and tailings basins. Magnetation LLC owns and
operates two reclamation plants located in Keewatin, MN and
Taconite, MN.
MEG ENERGY CORP.
Representation of Barclays Capital as administrative agent in
connection with the $1.287 billion revolving credit facility for
MEG Energy Corp. (MEG). MEG is focused on sustainable in
situ oil sands development and production in the southern
Athabasca region of Alberta, Canada. MEG is actively
developing enhanced oil recovery projects that utilize SAGD
extraction methods.
MIDSTATES PETROLEUM COMPANY
Representation of Midstates Petroleum Company, Inc. and
Midstates Petroleum Company LLC in connection with the
financing of its acquisition of certain interests in producing oil
and natural gas assets, unevaluated leasehold acreage and
related hedging instruments from Eagle Energy Production
LLC (Eagle) for $650 million in cash and stock. Eagle is an
independent energy company focused on exploration and
development of oil and natural gas properties, with a focus on
the Mississippian Lime formation in northwestern Oklahoma
and southern Kansas. Midstates Petroleum Company, Inc. is
an independent exploration and production company focused
on the application of modern drilling and completion
techniques to oil-prone resources in previously discovered yet
underdeveloped hydrocarbon trends. The Company is
headquartered in Houston, Texas.
Page 46
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
MONTES DEL PLATA
Representation of Celulosa Arauco y Constitution S.A. and
Stora Enso Oyj, as special New York counsel to the Borrowers,
in connection with the financing related to the Montes del
Plata pulp mill. The financing consisted of a credit facility of
up to $600 million provided by The Inter-American
Development Bank and a $900 million facility provided by
Finnish Export Credit Limited and Finnvera plc. The Montes
del Plata pulp mill is expected to have an annual production
capacity of approximately 1.3 million metric tons, and related
port and ancillary infrastructure, including a 170MW bio-mass
electricity generation plant (the “Project”). The Project will be
located in Punta Pereira, Departamento de Colonia, Uruguay.
This represented the largest-ever foreign investment ever in
Uruguay.
NEWFIELD EXPLORATION COMPANY
Representation of J.P. Morgan in connection with the third
amendment to Newfield Exploration Company’s (Newfield)
credit agreement increasing commitments from $1.25 Billion to
$1.4 Billion among Newfield, as Borrower and JPMorgan
Chase Bank, as administrative agent. J.P. Morgan Securities
LLC and Wells Fargo Securities, LLC served as Joint
Bookrunners and Joint Lead Arrangers. Newfield is an
independent crude oil and natural gas exploration and
production company headquartered in The Woodlands, Texas.
Newfield's domestic areas of operation include the MidContinent, the Rocky Mountains, onshore Texas. The
Company has international operations in Malaysia and China.
Page 47
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
NORTH SKY RIVER ENERGY, LLC
Representation of Sumitomo Mitsui Banking Corporation, as
administrative agent, and Sumitomo Mitsui Banking
Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New
York Branch, CoBank, ACB and Landesbank HessenThuringen Girozentrale, New York Branch as mandated lead
arrangers and joint bookrunners in connection with a $253.55
million senior secured term loan to North Sky River Energy,
LLC, a subsidiary of NextEra Energy Resources, LLC. The
project, a wind energy electric generating facility, located in
Kern County, California, is comprised of 100 General Electric
1.6-100 MW turbines. All of the power from this project is
being sold to Pacific Gas and Electric Company under a 25year power purchase agreement. An affiliate of NextEra
Energy Resources owns and operates the project. NextEra
Energy Resources, LLC, is the leading generator of wind and
solar power in North America, operating more than 125
facilities in 24 states and Canada.
PHILADELPHIA ENERGY SOLUTIONS
REFINING AND MARKETING LLC
Representation of J.P. Morgan Securities LLC, as lead arranger,
and JPMorgan Chase Bank, N.A., as administrative agent, in
connection with a new five-year $550 million term loan facility
for Philadelphia Energy Solutions Refining and Marketing
LLC (PESRM). PESRM is a leading manufacturer of petroleum
and petrochemical products. PESRM owns and operates two
domestic refineries, Girard Point and Point Breeze, the longest
continuously operating refineries on the East Coast. PESRM is
also the largest oil refiner on the Eastern seaboard, processing
approximately 330,000 barrels of crude oil per day.
Page 48
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
PIONEER PLAINS WIND HOLDINGS,
LLC
Representation of Keybank National Association, as
administrative agent, collateral agent, mandated lead arranger,
joint bookrunner and lender, and Landesbank HessenThüringen Girozentrale, as mandated lead arranger, joint
bookrunner and lender, in connection with an approximately
$66 million senior secured loan facility to Pioneer Plains Wind
Holdings, LLC, a subsidiary of NextEra Energy Resources,
LLC. The projects are two wind energy electric generating
facilities. One project is located in Kay County, Oklahoma,
and is comprised of 26 Siemens 2.3-MW turbines. All of the
power from this project is being sold to Oklahoma Gas and
Electric Company under a 20-year power purchase agreement.
The other project is located in Caddo, Canadian and Grady
Counties, Oklahoma, and is comprised of 63 GE 1.6-MW
turbines. All of the power from this project is being sold to
Golden Spread Electric Cooperative, Inc. under a 20-year
power purchase agreement. Affiliates of NextEra Energy
Resources, LLC own and operate the projects. NextEra Energy
Resources, LLC, is the leading generator of wind and solar
power in North America, operating more than 125 facilities in
24 states and Canada.
PLAINS EXPLORATION &
PRODUCTION CO. LP
Representation of JPMorgan Chase Bank, N.A. as
administrative agent in connection with $7.0 billion of bank
financing related to PXP’s acquisition of interests in certain
deepwater Gulf of Mexico oil and gas properties from BP
Exploration & Production Inc. and BP America Production
Company (collectively, "BP"). Plains Exploration & Production
Co. LP (PXP) is an independent oil and gas company primarily
engaged in the activities of acquiring, developing, exploring
and producing oil and gas in California, Texas, Louisiana, and
the Deepwater Gulf of Mexico.
Page 49
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
POSEIDON RESOURCES
Representation of Stonepeak Partners L.P. and Stonepeak
Infrastructure Fund (Orion AIV) LP in connection with its
equity investment in Orion Water Partners, LLC’s Poseidon
Resources (Channelside) LP Desalination Project involving
The San Diego County Water Authority. The project is
designed to be a 50 million gallon per day (54,000 acre-feet per
year) reverse osmosis (RO) seawater desalination plant with 10
miles of water delivery pipeline. The plant will be located next
to the Encina Power Station within the City of Carlsbad,
California. Poseidon Resources is a special purpose entity
created to finance, construct, own and operate the plant and to
construct the pipeline. The Project was financed with $734
million in tax-exempt bonds issued by the California Pollution
Control Financing Authority on behalf of Poseidon Resources
and the Water Authority.
PPC OPERATING COMPANY LLC
Representation of BNP Paribas (as agent, now Wells Fargo
Bank) in connection with a $300 million reserve based senior
revolving credit facility for PPC Operating Company LLC.
PPC Operating Company LLC is an energy company focusing
on the oil and gas industry.
PRIMEXX ENERGY PARTNERS
Representation of JPMorgan Chase Bank, N.A. as
administrative agent in connection with the third amended
and restated senior secured reserve-based $500 million credit
facility of Primexx Energy Partners. Primexx Energy Partners,
along with its affiliated company, Primexx Operating
Corporation is engaged in the acquisition, development, and
production of oil and natural gas reserves in Texas, Oklahoma,
New Mexico, and Kansas.
RICE DRILLING B LLC
Representation of Barclays Bank, plc as administrative agent in
connection with a $300 million 2nd lien credit facility with a
$50 million tack-on for Rice Drilling B LLC. Rice Drilling B
LLC engages in drilling, production, and leasehold of oil and
natural gas resources. Rice Drilling B LLC Rice Drilling B LLC
was founded in 2007 and is based in Canonsburg,
Pennsylvania. Rice Drilling B LLC operates as a subsidiary of
Rice Energy, LLC.
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Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
RKI EXPLORATION PRODUCTION
LLC
Representation of RKI Exploration Production LLC in
connection with its senior secured reserve-based $500 million
revolving credit facility and $120 million second lien credit
facility. RKI Exploration Production LLC provides oil and gas
exploration and development services.
ROSETTA RESOURCES INC.
Representation of BNP Paribas as administrative agent in
connection with the $750 million senior secured reserve-based
revolving credit facility for Rosetta Resources Inc., having
mortgaged properties in multiple jurisdictions. Rosetta
Resources Inc. is an independent exploration and production
company engaged in the acquisition and development of
onshore energy resources in the United States of America. The
Company is one of the leading players in the Eagle Ford shale
in South Texas and holds an exploratory position in the
Southern Alberta Basin in northwest Montana.
SAMSON INVESTMENT COMPANY
Representation of Samson Investment Company in connection
with its $1.0 billion senior secured reserve-based revolving
credit facility. Samson Investment Company is a privatelyheld independent oil and gas exploration and production
company. Samson operates more than 4,000 wells and has
interests in more than 12,500 producing properties with key
positions in oil and liquids-rich plays such as the Bakken,
Powder River, Green River, Granite Wash, Cana Woodford
and Cotton Valley as well as in the Haynesville and Bossier
gas shales. Operations are focused in some of the most
important onshore basins and in the deep waters of the Gulf of
Mexico.
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Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
SAMSON RESOURCES CORPORATION
Representation of Samson Resources Corporation in
connection with its $2.25 billion senior secured reserve-based
revolving credit facility, having mortgaged properties in
multiple jurisdictions. Samson Resources Corporation is a
privately-held independent exploration and production
company. Samson owns interests in over 10,000 wells of
which it operates over 4,000 wells in the United States, with
key positions in oil and liquids-rich plays such as the Bakken,
Powder River, Green River, Granite Wash, Cana Woodford
and Cotton Valley as well as in the Haynesville and Bossier
gas shales. Operations are focused in some of the most
important onshore basins and in the deep waters of the Gulf of
Mexico.
SAN JOSÉ AIRPORT
Representation of Aeris Holding Costa Rica, operator of Costa
Rica’s Juan Santamaria International Airport, in connection
with financing for expansion of the airport. The limited
recourse project financing comprised two loans, with Overseas
Private Investment Corporation (OPIC) putting in US$55
million and Inter-American Development Bank (IADB) putting
in US$45 million. The financing signifies the successful
completion of a three-year restructuring effort which started in
early 2008.
SCL TERMINAL AÉREO SANTIAGO
SOCIEDAD CONCESIONARIA
Representation of SCL Terminal Aéreo Santiago Sociedad
Concesionaria (SCL) in connection with the refinancing of
existing indebtedness related to the concession of the Santiago
de Chile airport. SCL obtained a US$170 million credit facility
from Corpbanca, which it used to refinance existing project
bonds issued in both Chile and in the United States and
guaranteed by the monoline insurer MBIA Insurance
Corporation. SCL holds the concession of the Santiago, Chile’s
international airport. SCL is controlled by AGUNSA, a
Chilean maritime and airport operation group, with other
investors including Vantage from Canada, Global Vía and
Abertis from Spain, and a Chilean investment fund.
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Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
SITHE GLOBAL POWER
Representation of Blackstone Capital Partners on an ongoing
basis as the 80% owner of Sithe Global Power LLC, which
focuses on the development and acquisition of power
generation facilities, including the $870 million, Bujagali
Power Project 250MW hydroelectric Ugandan facility.
STANOLIND OIL & GAS CORP.
Representation of Wells Fargo in connection with the $85
million revolving credit facility for Stanolind Oil & Gas Corp.
Stanolind Oil and Gas Corp. is an oil and gas exploration and
production company. The company operates crude oil and
natural gas producing properties in the Permian Basin,
primarily in Ward, Crane and Pecos counties, Texas.
STORK TECHNICAL SERVICES
HOLDCO B.V.
Representation of Stork Technical Services HOLDCO B.V. in
connection with its €100 million super senior revolving credit
facility and its offering of €272.5 million of 11.0% senior
secured notes due 2017. Stork Technical Services provides
asset integrity services to the oil and gas, chemical and
refining, and power industries. These services include longterm maintenance services, consultancy, project management,
stop and turnaround management, inspection and repair
services, subsea services, equipment overhaul and asset
management, relocation and decommissioning services.
TERMOTASAJERO S.A. E.S.P. AND
TERMOTASAJERO DOS S.A. E.S.P.
Representation of Termotasajero S.A. E.S.P. and Termotasajero
Dos S.A. E.S.P. as borrowers in connection with the project
financing for the development of a 161.6MW net coal-fired
power plant to be located in Colombia. Termotasajero, a
Colombian thermo generator engaging in electricity
generation and distribution, currently owns and operates a
155MW net power plant in Colombia.
Page 53
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
THOMPSON CREEK METALS
COMPANY INC.
Representation of JPMorgan Chase Bank, N.A., as
administrative agent, in connection with an amendment to
Thompson Creek Metals Company Inc.’s $300 million senior
secured revolving credit agreement to permit the issuance of
$200 million of 12.5% high yield Senior Notes due 2019 and
$220 million of Tangible Equity Units (“tMEDS) and to make
other modifications. Thompson Creek is a North American
mining company and is a significant supplier of molybdenum
with substantial copper and gold reserves. Molybdenum is an
industrial metal used as a ferro-alloy in steels that serve the
chemical processing, oil refining, power generation, oil well
drilling and petroleum and gas pipeline industries. Thompson
Creek intends to use the proceeds of the offering of the Senior
Notes and the tMEDS, together with cash from operations and
funds from prior financing arrangements, to complete
construction of its Mt. Milligan, British Columbia copper-gold
mine.
THREE RIVERS OPERATING CO LLC
Representation of Wells Fargo, N.A. as administrative agent in
connection with the $85 million revolving credit facility for
Three Rivers Operating Co LLC. Three Rivers Operating
Company LLC is an oil and gas exploration and
acquisition/exploitation company with a focus in the Permian
Basin of West Texas and Southeast New Mexico.
UTEX INDUSTRIES, INC.
Representation of Riverstone Holdings LLC in connection with
the financing related to the acquisition of Utex Industries, Inc.
(Utex) by an affiliate of Riverstone. Utex, based in Houston,
Texas, makes engineered sealing and other products for use in
the oil and gas drilling and production, power, mining, water
treatment and other industrial sectors, including those in
severe operating environments where high pressures and
temperatures present challenges that require customized
solutions. Utex was previously owned by investment funds
affiliated with Rhône Capital L.L.C. (Pending)
Page 54
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
VANTAGE PIPELINE
Representation of the lead arrangers, RBC Capital Markets and
TD Securities (USA) LLC, in connection with certain
construction financing consisting of a $225 million
US/Canadian senior secured term loan B facility and a $15
million US/Canadian senior secured revolving credit facility
for construction of the Vantage Pipeline. The Vantage Pipeline
is a 442 mile high vapor pressure pipeline with an expected
total throughput capacity of 40,000 bbls/d carrying ethane
from a source near Tioga, North Dakota, extending northwest,
through Saskatchewan, Canada, and terminating near
Empress, Alberta, Canada. The pipeline will link a growing
supply of ethane from North Dakota to markets in Alberta.
The project marks the first time that liquids from the Williston
Basin will flow north and tie into the existing Alberta
infrastructure and industry.
WHITING PETROLEUM
CORPORATION & WHITING OIL AND
GAS CORPORATION
Representation of JPMorgan Chase Bank, N.A. as
administrative agent in connection with the third amendment
to the senior secured reserve-based credit facility of Whiting
Petroleum Corporation and Whiting Oil and Gas Corporation
increasing it to $2.5 billion from $1.6 billion. Whiting
Petroleum Corporation and Whiting Oil and Gas Corporation
are an independent oil and gas companies that acquire,
exploit, develop and explore for crude oil, natural gas and
natural gas liquids primarily in the Permian Basin, Rocky
Mountains, Mid-Continent, Gulf Coast and Michigan regions
of the United States. The Company's largest projects are in the
Bakken and Three Forks plays in North Dakota and its
Enhanced Oil Recovery fields in Oklahoma and Texas.
Page 55
Banking, Acquisition and Project Finance
COMPANY
TYPE OF TRANSACTION AND REPRESENTATION
WPX ENERGY
Representation of affiliated partnerships of Kohlberg Kravis
Roberts & Co., in connection with an aggregate $1 billion
credit facility to fund, in part, the acquisition of WPX Energy’s
assets in Texas’ Barnett Shale and Oklahoma’s Arkoma
Basin. WPX Energy is an exploration and production company
focused on developing natural gas, natural gas liquids and oil
reserves, particularly in the Piceance Basin, Bakken Shale and
Marcellus Shale.
September 2013
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