Steven M. Keithley
Overview
Experience
Representative Matters
Since joining Kirkland, Steven has been involved in the following representations:
- W&T Offshore Inc. (NYSE: WTI) in the issuance of $275 million in aggregate principal amount of senior second lien notes.
- Blue Source Sustainable Forests Co., a joint venture between TPG Rise-backed Anew Climate and various equity investors, in its $1.8 billion acquisition of various entities managed by The Forestland Group and its $1+ billion capital raise.
- Devon Energy Corporation (NYSE: DVN) in its $1.8 billion acquisition of Validus Energy, an operator of Eagle Ford Shale assets.
- W&T Offshore, Inc. (NYSE: WTI), an independent oil and natural gas producer with operations in the Gulf of Mexico, in its various financing arrangements.
- MAS Energy LLC and MAS CanAM LLC in the sale of MAS CanAm’s renewable natural gas development platform to CIM Group.
- Mas CanAm LLC in its $355 million sale of three renewable natural gas landfill assets to Kinder Morgan Inc.
- Producers Midstream LP in the $200 million refinancing of its credit facilities.
- Executive Network Partnering Corp. (NYSE: ENPC), a special purpose acquisition entity, in its $1.3 billion business combination with Grey Rock Investment Partners, a Dallas-based investment firm, resulting in the formation of publicly traded Granite Ridge Resources, Inc.
- Denbury Inc. (NYSE: DEN), the only U.S.-based public company of scale with a focus on carbon capture, use and storage and enhanced oil recovery, on the refinancing of its $1.5 billion revolving credit facility.
- TPG Rise Climate, a TPG-managed global impact fund, in
- its 1/3 investment in Monarch Bioenergy, a biofuels joint venture with Smithfield Foods and RAE to capture agricultural methane emissions and convert methane into carbon-negative renewable natural gas.
- its acquisition of Bluesource, the largest carbon credit developer in North America.
- the merger of Element Markets and Bluesource to form a global decarbonization platform.
- Pike Corporation, one of the largest providers of infrastructure solutions to utilities in the United States, in connection with a $100 million bridge financing to fund its acquisition of Entregado Group, Inc., an investment platform of experienced utility infrastructure companies.
- NorTex Midstream, operator of the largest portfolio of non-utility gas storage facilities in North Texas, in connection with its ongoing financing matters, including repricings and upsizings.
- Amplify Energy Corp (NYSE: AMPY), an independent upstream company focused on the acquisition, production and development of oil and gas properties in the United States, in connection with its ongoing financing matters.
- Spring Valley Acquisition Corp. (NASDAQ: SV) in its $1.9 billion merger with NuScale Power, an industry-leading provider of small modular nuclear reactor technology.
- ArcLight Clean Transition Corp. II (NASDAQ: ACTD), a special purpose acquisition company, in connection with its business combination with OPAL Fuels LLC, a leading vertically integrated producer and distributor of renewable natural gas with an enterprise value of $1.75 billion.
- Fortress Credit Corp. in its $110m term loan to Longreach Energy Investments LLC, a partnership between Australian alternatives fund manager Longreach Alternatives and Giant Capital Management designed to offer Australian investors exposure to US oil-and-gas assets, in connection with the acquisition of Olifant Energy LLC.
- ORIX Capital Partners in its acquisition of Odin Construction Solutions, a leading provider of environmental remediation and geotechnical construction services.
- Cypress Creek Renewables in its acquisition by EQT Infrastructure V fund from certain funds managed by HPS Investment Partners, LLC and Temasek.
- Railworks Holdings, LP in its inaugural 144A/Reg S offering of $325 million in senior secured second lien notes.
- Bernhard Capital Partners in its acquisition of RailWorks Corp., North America’s leading rail infrastructure solutions provider, from Wind Point Partners.
- Team, Inc. (NYSE: TISI), a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions, in its various financing agreements.
- Payveris, a cloud-based person-to-person and account-to-account software provider, in connection with its sale to Paymentus Holdings, a cloud-based bill payment technology provider.
- Bison Oil & Gas Partners II, LLC, a private exploration and production company backed by Carnelian Energy Capital Management, in connection with the amendment and restatement of its first lien term loan and related hedging matters.
- Spring Valley Acquisition Corp. (NASDAQ: SV), a special purpose acquisition company, in its attempted $1.2 billion business combination with Aerofarms, a public benefit corporation and certified B corporation that is a leading indoor vertical farming company.
- ECP in connection with the acquisition of Liberty Tire Recycling from The Carlyle Group.
- Tailwater Capital in its acquisition of NorTex Midstream, a leading natural gas storage and transmission company serving North Texas.
- ArcLight Clean Transition Corp. (NASDAQ: ACTCU, ACTC and ACTW), a publicly traded special purpose acquisition company, in a $1.6 billion transaction that led to Proterra Inc, an innovator in commercial vehicle electrification technology, becoming publicly listed.
Prior to joining Kirkland, Steven was involved in the following representations:
- Numerous private credit providers on a full range of products (including among others, unitranche, second lien, private investment in public equity, mezzanine debt and preferred stock) ranging in size from $5 million to $5 billion.
- Leading global investment banking, securities and investment management firm in its ongoing financial reporting obligations.
- Financial holding company and bank holding company in connection with its shelf debt offerings.
- Investment bank in connection with its acquisition of a self-clearing broker-dealer and technology company.
- Global investment management firm in connection with an investment of over $400 million in a digital investment management entity.
- Canadian pension fund in connection with the amendment of its debt investments in a fuel cell manufacturer.
- A consortium of major financial institutions in the formation of a utility to streamline their AML compliance obligations.
- Digital financial services company in connection with its $2.65 billion acquisition of a non-prime credit card and consumer finance lender.
- Merger of equals between two global automobile manufacturers valued at €40 billion.
- Financial institution lenders in a $150 million credit facility to fund the development of a liquid fuel storage terminal project in Mexico.
- Genomic-based diagnostic test provider in connection with its $2.8 billion sale to a molecular diagnostics company.
- Specialty medical devices firm in connection with its $2 billion sale to a global industrial organization.
- Oilfield services company in connection with the restructuring of $241.9 million in term loans, including an exchange for $20 million in new term loans and common stock, an amended asset-based loan facility and an amended and restated term loan.
- Japanese multinational conglomerate holding company in connection with its $200 million Series D investment in an American property and casualty insurance company.
- Japanese property and casualty insurance group in connection with the $1.5 billion sale of its reinsurance business to a Bermudan reinsurance company.
- Insurance company in connection with its dollar- and yen-denominated debt offerings.
- Insurance company in connection with its private offering pursuant to Rule 144A and Section 3(c)(7) of $800 million in Pre-Capitalized Trust Securities.
- Electronic payment technology provider in connection with its $3.4 billion acquisition by a consortium of private equity and pension funds.
- Shopping mall operator in connection with its $15.3 billion acquisition by a diversified global real estate company.
- Australian iron ore producer in connection with its $325 million Term Loan B and revolving financing facilities.
- Global asset management company in the acquisition financing of a minority stake in connection with a sale to Japan's largest private life insurance company.
- Oil and natural gas exploration company in its incurrence of a $1 billion first lien, second out term loan facility, cash tender offer to repurchase unsecured bonds and the amendment of its existing first lien credit facility.
- Dutch multinational conglomerate in the initial public offering of its lighting business with a market capitalization of €3 billion.
- Issuer in its offer to exchange up to $6.4 billion in new SEC-registered notes for seven series of dollar-denominated debt securities previously issued by a global brewing company and certain of its subsidiaries.
Prior Experience
Sullivan & Cromwell LLP, New York & London
Hunton Andrews Kurth LLP (f/k/a Andrews Kurth LLP), Dallas
Vinson & Elkins LLP, Houston
Pro Bono
United Nations Capital Development Fund — Acted on behalf of the United Nations Capital Development Fund in the creation and development of its standard form lending documents.
Veterans Claims — Prepared appeals on behalf of disabled veterans at the VA Regional Office, Board of Veterans Appeals and U.S. Court of Appeals for Veterans Claims levels.
More
Thought Leadership
Publications
“Out of Necessity: ASEAN's Measures Regarding Disaster Relief in the 21st Century,” Asian Journal of Environment and Disaster Management 6:2, 2014
Recognition
Credentials
Admissions & Qualifications
- 2021Texas
- 2020North Carolina
- 2018New York
Education
- University of Virginia School of LawJ.D.2017
Order of the Coif
Pro Bono Challenge Honoree
Virginia Law Review
Executive Editor, Virginia Journal of International Law
- Georgetown UniversityB.S., Foreign Servicesumma cum laude2013
Phi Beta Kappa
W. Coleman Nevils Medalist