Brandon C. Elliott

Fund Finance

• Representation of private equity funds, as borrowers and alternative lenders in countless single and multi-jurisdictional capital call facilities, margin loans, net asset value secured credit facilities, management fee secured credit facilities, notes offerings and employee co- investment credit facilities.
• Adviser to numerous private equity and private credit sponsors in connection with banking and fund finance facility compliance related to the regional banking crisis of 2023.
• Representation of leading private credit provider, as administrative agent, in its margin loan in the amount of $175 million to facilitate acquisition by private equity sponsor of a crypto-currency exchange.
• Representation of a leading buy-out private equity sponsor in connection with a multi-jurisdictional subscription line facility in the amount of $3.5 billion.
• Representation of leading technology-focused private equity sponsor in connection with multi-jurisdictional subscription line facilities for its flagship fund in the amount of $3.3 billion and smaller-deal focused funds in amounts ranging from $800 million to $1 billion.
• Representation of leading energy-focused private equity sponsor in connection with a 4(a)(2) notes private placement in the amount of $225 million.
• Representation of leading technology-focused private equity sponsor in connection with a multi-jurisdictional net asset value secured facility in the amount of $40 million to fund follow-on investments in certain portfolio companies.
• Representation of private credit provider in connection with net asset value secured facility in the amount of $30 million to fund follow-on investments.
• Representation of leading growth private equity sponsor in connection with a net asset value and capital commitment secured facility in the amount of $250 million for certain continuation funds.
• Representation of middle-market real estate fund in connection with a net asset value secured facility in the amount of $50 million to fund follow-on investments.
• Representation of leading technology-focused private equity sponsor in connection with multi-jurisdictional net asset value secured facilities in the amount of $1B and $1.5B to fund acquisitions and effect a dividend recapitalization.
• Representation of leading technology-focused private equity sponsor in connection with capital commitment secured facilities ranging in size from $500 million to $1.5 billion for each of its lower middle market, middle market and minority investments funds.
• Representation of leading sports-focused private equity sponsor in connection with capital commitment secured facilities ranging in size from $150 million to $500 million for each of its fund strategies.
• Representation of an asset manager in connection with an investor’s acquisition of a minority interest in the asset manager.
• Representation of many private equity sponsors in connection with the establishment of internal and external partner loan programs.
• Representation of a leading technology asset manager in its negotiation of a management fee secured credit facility in the amount of $250 million.
• Representation of leading middle market private credit sponsor in several multijurisdictional credit facilities secured by its investments.
• Representation of emerging private equity sponsor in the negotiation of a warehouse line of credit with its anchor investor to facilitate its acquisition of a nationally-known fast food brand.
• Representation of middle-market services and infrastructure focused sponsor in the negotiation of its umbrella capital commitment secured credit facility in the amount of $500 million.
• Representation of manufacturing industry focused private equity sponsor in the negotiation of its capital commitment secured credit facility in the amount of $175 million.
• Representation of technology-focused private equity sponsor in the negotiation of a management fee secured facility in the amount of $200 million to facilitate SPAC transaction.

Acquisition Financing

• Representation of a middle-market direct lender focused on providing liquidity support to funds and portfolios in a NAV credit facility to a private investment firm that provides strategic capital and operational guidance to founder-led businesses.
• 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.

Alternative Capital Solutions and General Financing

• Representation of Equity Lifestyle Properties Inc., a publicly traded REIT and leading operator of manufactured home communities, RV resorts and campgrounds in North America, and its subsidiary in connection with its unsecured syndicated $500 million revolving line of credit and $300 million term loan.  
• 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.

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.

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. 

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

Haynes and Boone, LLP