Brandon C. Elliott

Fund Finance

• Representation of private equity funds, as borrowers and major U.S. lenders, as lead agent and arranger, countless single and multi-jurisdictional capital call facilities, net asset value secured credit facilities, management fee secured credit facilities and employee co- investment credit facilities. Representative sponsor clients include: AEA Investors, Avista Energy Capital, Bluescape Energy Partners, BroadVail Capital Partners, Ares Management, Cresta Fund Management, Dermody Properties, Dominus Capital, Gallant Capital Partners, Landmark Partners, MidOcean Partners, Mountain Capital, Newstone Capital Partners, Platte River Equity, Redcar Properties, Sheridan Capital Partners, Soundcore Capital Partners, Stronghold Resources Partners, Summit Partners, Warren Equity Partners, Warburg Pincus, Whitehorse Liquidity Partners and York Capital Management. Representative lender clients include: Bank of America, N.A., Sumitomo Mitsui Banking Corporation, Texas Capital Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, N.A.

Alternative Capital Solutions and General Financing

• Representation of NCL Corporation Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd. in its $260 million dollar term loan credit facility with Bank of America, N.A. secured by the cruise ship “Norwegian Jewel.”
• Representation of Blue Mountain Midstream LLC in its syndicated $200 million working capital revolving credit facility.
• Representation of Quantum Energy Partners midstream portfolio company in its syndicated $75 million working capital revolving credit facility.
• Representation of Foundation Building Materials Holding Company LLC in a multi- jurisdictional $450 million term loan credit facility to refinance outstanding indebtedness.
• Representation of Blackstone’s Royal Resources in an acquisition of its assets by Osprey Energy Acquisition Corp. to create a company valued at $894 million and the subsequent combined company’s entrance into a syndicated $500 million working capital credit facility.
• Representation of Salt Creek Midstream, a midstream partnership between Ares Management, L.P. and ARM Energy Holdings, LLC, in debt and equity financing matters.
• Representation in debt and equity transactions for Ares Management, GSO and EIG Global Energy Partners.
• Representation of Landry’s, Inc., a privately owned, multi-brand dining, hospitality and gaming corporation in a $1.4 billion senior and subordinated notes offering and a $1 billion secured incremental term loan and revolver to effect the largest dividend recapitalization in history.
• Representation of major convenience store chain in an unsecured syndicated investment grade corporate revolver in the amount of $500 million.
• Representation of a major restaurant, hotel and casino operator in a $1.4 billion senior and subordinated notes offering and a $1 billion secured incremental term loan and revolver.
• Representation of Goodman Networks Incorporated, a telecommunications company, in its initial senior secured notes offering of $112 million and revolving credit agreement in the amount of $25 million.
• Representation of Vista Proppants and Logistics, LLC, a frac sand solutions provider in its secured term loan in the amount of $180 million with Ares Capital Corporation.
• Representation of major U.S. lender in approximately 20 mortgage warehouse lending facilities ranging from $10 million to $80 million.

Acquisition Financing

• Representation of HPS Investment Partners, LLC in the sale of Globecomm Systems Inc. (a leading provider of remote communications and multi-network infrastructure to Government, Maritime, and Enterprise sectors in over 100 countries) to Speedcast International Limited, a global Australian-headquartered provider of remote communications and IT services.
• Representation of Rowan Companies plc in its $12 billion combination with Ensco plc.
• Representation of Arclight Capital Partners in its joint venture with BP PLC to acquire gas station operator, Thorntons Inc. and in its $425 million term loan A credit facility and $50 million revolving credit facility.
• Representation of Innovex Downhole Solutions, Inc., a leading provider of innovative well centric products and technologies for the oil and gas industry and Intervale Capital, in connection with the acquisition of Quick Connectors, Inc. and its exclusive Permian distributor Enerserv, Inc.

Exit Financing/Restructuring

• Representation of Oasis Petroleum Inc. and certain of its subsidiaries, which acquire and develop unconventional oil and natural gas resources in North Dakota, Montana and West Texas, in creditor negotiations achieving a pre-packaged Chapter 11 filing and the availability of a $450 million debtor-in-possession credit facility, consisting of a $150 million new money revolving facility and up to a $300 million roll-up of existing prepetition loans, while simultaneously reducing outstanding funded debt by more than $1.8 billion. The package includes a commitment for a reserve-based lending exit facility in an aggregate amount of up to $575 million to be entered into upon exit from Chapter 11.
• Representation of Valaris plc, which is incorporated in the United Kingdom and is the world’s largest offshore driller by fleet size, and 89 of its subsidiaries in creditor negotiations in their Chapter 11 Cases and their $500 million debtor-in-possession term loan agreement with certain of their noteholders.
• Representation of Jason Industries, Inc. (now Jason Holdings Inc.) and certain of its subsidiaries in creditor negotiations resulting in a pre-packaged Chapter 11 filing reducing the Company’s outstanding term loan debt by more than $250 million, and in obtaining, upon exit from Chapter 11, a $30 million ABL revolving credit facility with Wells Fargo Bank, National Association, to ensure that the Company has sufficient liquidity.
• Representation of Deluxe Entertainment, a post-production and effects company, in its prepetition priming credit facilities, $115 million debtor-in-possession credit facility and subsequent exit financing.
• Representation of private equity fund in restructuring of assets, reorganization and extension of credit to major Texas-based nursing home operator.
• Representation of Goodman Networks Incorporated, a telecommunications company, in its exit financing and sale of wireline and wireless assets to Dycom.
• Representation of Erickson Incorporated, a global provider of aviation services, and its affiliates in an asset-based lending exit financing facility in the amount of $150 million.

Corporate Matters

• Representation of American Airlines in the documentation and negotiation of capacity purchase agreements with regional aviation service providers.
• Representation of international middle market private equity fund in its structured credit investment the first independent cell tower company in Argentina.
• Representation of international middle market private equity fund in its investment in a provider of trade finance to middle market Latin American companies.

*Certain representations occurred prior to Brandon’s association with Kirkland.

Haynes and Boone, LLP