51黑料

*Representative Matters Include:

• Kodiak Gas 51黑料, LLC (Kodiak) in its offering of US$1.2 billion senior unsecured notes, consisting of US$600 million aggregate principal amount of 6.5% senior unsecured notes due 2033 and US$600 million aggregate principal amount of 6.75% senior unsecured notes due 2035.
• The initial purchasers in Snap Inc.’s offering of an upsized US$550 million aggregate principal amount of 6.875% senior notes due 2034 in a private offering exempt from the registration requirements of the Securities Act of 1933.
• The initial purchasers in Snap Inc.’s offering of US$1.5 billion aggregate principal amount of 6.875% senior notes due 2033 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.
• Planet Financial Group, LLC (Planet) in a high-yield Rule 144A offering of US$475 million aggregate principal amount of 10.50% Senior Notes due 2029. Planet is owned by fund vehicles controlled by MHR Fund Management LLC, a New York-based private equity firm with over US$5 billion of assets under management.
• An ad hoc group of holders of Senior Notes due 2025 (the 2025 Unsecured Notes) of Finance of America Companies Inc. (FOA), in connection with a comprehensive support agreement, exchange offer, and consent solicitation by FOA. The ad hoc group consisted of Brigade Capital Management, Anchorage Capital Advisors, and Beach Point Capital Management.
• Howard Midstream Energy Partners, LLC in its offering of an aggregate US$600 million of 7.375% senior notes due 2032 in a private offering; and in its high-yield Rule 144A offering of US$750 million aggregate principal amount of 6.625% Senior Notes due 2034.
• USA Compression Partners, LP and USA Compression Finance Corp. in connection with a Rule 144A offering of US$1.0 billion aggregate principal amount of 7.125% senior notes due 2029.
• Newfold Digital, a leading global provider of web presence solutions which is controlled by certain funds managed by Clearlake Capital Group, L.P. and certain funds managed by Siris Capital Group, in its US$515 million high-yield offering of 11.750% Senior Secured Notes Due 2028.
• The initial purchasers in connection with a high-yield Rule 144A notes offering by Sunoco LP (Sunoco) of US$500 million aggregate principal amount of 7.000% Senior Notes due 2028.
• TelevisaUnivision, Inc. in connection with its US$500 million high-yield offering of 7.375% Senior Secured Notes due 2030; its $500 million, five-year Senior Secured Term Loan A Facility; and its +$500 million, seven-year Senior Secured Term Loan B Facility.
• The underwriters in the IPO of VICI Properties Inc., a newly-formed triple-net REIT that leases properties to Caesars Entertainment.
• The underwriters in connection with the SEC registered US$4.75 billion offering Senior Notes by BHP Billiton Finance (USA) Limited.
• Regal Rexnord Corporation in its US$4.95 billion acquisition of Altra Industrial Motion Corp. Regal Rexnord Corporation acquired 100% of Altra shares in an all cash transaction for US$62.00 per share.
• Regal Rexnord Corporation in connection with its Rule 144A/Regulation S offering of US$4.7 billion of Senior Unsecured Notes. The offering was part of the financing for its acquisition of Altra Industrial Motion Corp.
• The underwriters in connection with the SEC registered US$2.75 billion offering Senior Notes by BHP Billiton Finance (USA) Limited.
• Whitebox Advisors and other investors in the purchase of US$81.5 million aggregate principal amount of Convertible Senior Secured Notes due 2026, and warrants to purchase approximately 26.5 million ordinary shares of Rockley Photonics Holdings Limited.
• Whitebox Advisors as lead investor in the purchase of approximately US$90.6 million aggregate principal amount of Convertible Senior Secured Notes due 2026 of Rockley Photonics Holdings Limited.
• Spanish-language media company Univision Communications, Inc. (Univision) in connection with its high-yield offering of US$400 million in aggregate principal amount of its 7.375% Senior Secured Notes Due 2030.
• Univision in connection with its US$500 million high-yield offering of 7.375% Senior Secured Notes Due 2030.
• GIC, OMERS Infrastructure, and Wren House, in their purchase of Direct ChassisLink, Inc. from funds managed by affiliates of Apollo Global Management and EQT.
• The underwriters in an aggregate of US$5 billion inaugural public offering of senior notes issued by VICI Properties, L.P., used to fund a portion of the purchase price of VICI’s recent acquisition of MGM Growth Properties, and to provide long-term financing for VICI’s acquisition of The Venetian Resort Las Vegas and The Venetian Expo.
• Churchill Downs Incorporated in its US$2.485 billion acquisition of Peninsula Pacific Entertainment, LLC.
• Eurazeo in its acquisition of a majority stake in Cranial Technologies.
• Fortress Investment Group on the acquisition of Punch Pubs & Co.
• The initial purchasers in connection with Sunoco LP’s high-yield Rule 144A notes offering of US$800 million aggregate principal amount of 4.500% Senior Notes due 2030, as well as the dealer managers in connection with Sunoco LP’s concurrent US$800 million cash tender offer to purchase any and all of Sunoco LP’s outstanding 5.500% Senior Notes due 2026.
• The initial purchasers in connection with a Rule 144A/Regulation S offering by Tap Rock Resources, LLC of US$500 million aggregate principal amount of 7.000% Senior Notes due 2026.
• Bridgepoint Group PLC in its investment in Blume Global, a provider of supply chain execution and visibility technology empowered by the largest globally connected multi-modal logistics network.
• The underwriters in an aggregate of US$3.6 billion high-yield senior debt offerings of Centene.
• EQT Private Equity and PRO Unlimited in connection with PRO Unlimited’s acquisition of Workforce Logiq.
• Jefferies Finance, LLC (JFIN) in its establishment of a US$1.65 billion senior secured revolving credit facility and a US$250 million subordinated term loan, issuance of US$1.0 billion senior unsecured notes, and concurrent corporate reorganization, in connection with the recently announced strategic alliance between Jefferies Financial Group, Inc., a 50% owner of JFIN, with Sumitomo Mitsui Banking Corporation to collaborate on future corporate and investment banking business opportunities.
• Clearlake Capital Group, L.P. in the financing for its proposed US$5.2 billion acquisition of Cornerstone OnDemand, Inc., a global leader in talent management software.
• Brand Velocity Partners and its portfolio company BBQGuys in connection with the agreement to combine BBQGuys with Velocity Acquisition Corp., a special purpose acquisition vehicle.
• EQT Private Equity in the financing for its acquisition of PRO Unlimited.
• Morgan Stanley in connection with the US$52 million registered secondary offering of common shares of Star Bulk Carriers Corp., a leading global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector.
• Univision in connection with a Rule 144A/Regulation S offering of US$1.05 billion aggregate principal amount of 4.500% Senior Secured Notes due 2029.
• Univision in connection with Univision’s acquisition of the content and media business of Televisa. Sidley represented Univision in obtaining new financing commitments for approximately US$2.1 billion of debt financing for the transaction, which will be used to fund a portion of the cash purchase price; and advised Univision regarding the financing-related matters under the transaction agreement.
• Inspired Entertainment, Inc. (Inspired) in connection with a secondary underwritten public offering of its common stock by The Landgame Trust (the “Selling Stockholder”), which resulted in the sale of an aggregate of 6,217,628 shares of Inspired’s common stock, including 810,995 shares of common stock which the underwriters purchased from the Selling Stockholder pursuant to an over-allotment option granted by the Selling Stockholder to the underwriters.

Equity

• IPOs for Boot Barn, Ferrari, Replimune, Schneider National, and WhiteWave Foods.
• Lazard in the US$575 million IPO of Lazard Growth Acquisition Corp. I, a SPAC listed on the NASDAQ exchange.
• The founders of a data analytics software company in its direct listing, and the structuring and negotiation of the company’s governance structure.
• Crown Castle in numerous equity offerings, including its US$1.65 billion registered mandatory convertible preferred stock offering and its concurrent US$3.85 billion common stock offering to fund its acquisition of Lightower (at the time of the offerings, these two deals combined were the largest REIT offering in history, one of the top five largest acquisition-related equity offerings and the tenth largest concurrent equity offerings of any type).
• Other equity offerings for Boot Barn, Centene, Comtech Telecommunications, Fiat Chrysler Automobiles, Fortress Transportation & Infrastructure Investors, Heartland Express, The Marcus Corporation, Mylan, NCR, New Senior Investment Group, Replimune, TRW Automotive, and WhiteWave Foods.

Debt

• The underwriters or initial purchasers in an aggregate of over US$16 billion high-yield senior debt offerings of Centene, including the US$7 billion high-yield senior notes offering used to finance Centene’s acquisition of WellCare Health Plans.
• The underwriters in an aggregate of over US$11 billion high-yield senior debt offerings of United Rentals, including the US$1.1 billion registered high-yield senior notes offering used to finance a portion of United Rentals’ acquisition of BlueLine Rental.
• Other high-yield debt offerings for Allegion, American Axle & Manufacturing, Chesapeake Energy, Expedia, Fiat Chrysler Automobiles, Fortress Transportation & Infrastructure Investors, Freeport-McMoRan, J.B. Poindexter, NCR, New Fortress Energy, RJS Power, and TRW Automotive.
• Investment-grade debt offerings for Cox Communications, Crown Castle, Freeport-McMoRan, Lazard, Mylan, Nestlé, Northrop Grumman, Time Warner, TRW Automotive, and Upjohn.

Mergers and Acquisitions

• Cano Health shareholders, including members of management, in its pending US$4.4 billion SPAC merger with Jaws Acquisition Corp., including a US$800 million PIPE investment.
• Fortress Investment Group in Nationstar Mortgage’s merger with WMIH, and in the sale by Fortress of its remaining 40.5% equity interest in OneMain Holdings to an investor group led by Apollo Global Management and Värde Partners.
• A leading global investment company in its majority investment in one of the nation’s largest accredited travel organizations.
• Crown Castle in its US$7.1 billion acquisition of Lightower, its US$9.1 billion (including purchase options) acquisition of the rights to approximately 9,700 AT&T towers, and its US$4.8 billion (including purchase options) acquisition of the rights to approximately 7,100 T-Mobile towers, among other transactions.
• A diversified healthcare giant in its acquisition of a premier global manufacturer of orthopedic devices and its acquisition of a global biopharmaceutical company.
• The special committee of the J. Crew board of directors in the US$3 billion leveraged buyout of J. Crew by TPG and Leonard Green.
• EMBARQ in its US$11.9 billion merger with CenturyTel.

*Aforementioned matters handled at prior firms.