John E. Estes

Acquisition & Acquisition Finance

• Boeing on financing matters in connection with its $8.3 billion pending acquisition of Spirit AeroSystems (2024)
• California Resources Corporation in its $500 million bridge loan facility in connection with its definitive merger agreement to combine with Aera Energy, LLC in an all-stock transaction valuing Aera at approximately $2.1 billion (2024)
• Alumina Limited (Australia), as U.S. counsel, in connection with a non-binding, indicative and conditional proposal from Alcoa Corporation (U.S.) to acquire 100% of the ordinary shares on issue in Alumina via a scheme of arrangement, for scrip consideration of 0.02854 shares of Alcoa common stock for each Alumina share, which implies an equity value of approximately $2.2 billion for Alumina (2024)
• Enbridge, in its $9.4 billion senior unsecured bridge facility in connection with its acquisition of The East Ohio Gas Company and Questar Gas Company and its related Wexpro companies and pending acquisitions of Public Service Company of North Carolina from Dominion Energy for $14 billion (2023)
• BHP, as U.S. counsel, in the all-stock merger of BHP’s oil and gas portfolio with Woodside Energy Group, creating a global top 10 independent energy company by production valued at $28 billion (2022)
• BHP in the scheme of arrangement to effect the unification of BHP’s dual listed corporate structure (2022)
• Concho Resources in its $9.7 billion merger with ConocoPhillips (2020)
• Fiserv, Inc. in the refinancing of First Data Corporations’ approximately $17 billion of debt in connection with Fiserv’s acquisition of First Data (2019)
• Caisse de dépôt et placement du Québec and its affiliates as lenders to an affiliate of Kohlberg Kravis Roberts & Co. L.P. in connection with its acquisition of a stake in a partnership with NextEra Energy Partners, LP, which owns a portfolio of wind and solar projects across the United States (2019)

• BHP in its $10.8 billion sale of its entire interests in the Eagle Ford, Haynesville, Permian and Fayetteville Onshore US oil and gas assets to BP America, a wholly owned subsidiary of BP, and MMGJ Hugoton III, a company owned by Merit Energy (2018)
• Coronado Coal Group in its $700 million senior secured term loan facilities (including a term loan B and C) in connection with its A$700 million acquisition of the Curragh coal mine in Queensland, Australia from Wesfarmers Limited (2018)
• R.R. Donnelley & Sons Company in the spin-offs of its publishing and retail-centric print services and office products company, LSC Communications, Inc., and its financial communications and data services company, Donnelley Financial Solutions, Inc. (2016)
• Argos USA Corp./Cementos Argos S.A. in its $534 million bridge loan to finance its acquisition of an integrated cement plant in West Virginia and eight distribution terminals in the Mid-Atlantic from Lehigh Hanson Inc. and Essroc Cement Corp. (2016)
• Concordia Healthcare Corp. in an acquisition financing of certain products from Covis Pharma S.à.r.l. and Covis Injectables S.à.r.l. for $1.2 billion in cash (2015), and a subsequent acquisition financing consisting of (i) a $790 million offering of high-yield notes, (ii) $1.870 billion senior secured term loan facilities (consisting of two tranches of $1.1 billion and £500 million) and (iii) $45 million and $135 million unsecured bridge loans to acquire Amdipharm Mercury Limited (2015)
• Anheuser-Busch InBev in its $20.1 billion acquisition of the remaining stake in Grupo Modelo that it does not already own (2013)
• GETCO in connection with its acquisition of Knight Capital and subsequent sale to Virtu (2013)
• Veritas Capital in its $1.25 billion acquisition of the healthcare business of Thomson Reuters (2012)
• Barrick Gold Corporation in its C$7.3 billion acquisition of Equinox Minerals Limited (2011)
• BHP Billiton on financing matters in connection with its $12.1 billion acquisition of Petrohawk Energy Corporation (2011)

Credit & Capital Markets

• The U.S. Department of Energy, through its Loan Programs Office, on loan guarantees of up to $1.64 billion loan to DTE Gas Company and up to $7.17 billion loan to DTE Electric Company to finance the replacement of natural gas main and service distribution lines and the development of generation and battery storage, respectively (2025)
• The U.S. Department of Energy, through its Loan Programs Office, on a $584.5 million loan guarantee to subsidiaries of Convergent Energy and Power to finance the construction of a solar photovoltaic system with an integrated battery energy storage system (BESS) and three stand-alone BESS projects across Puerto Rico (2025)
• The U.S. Department of Energy, through its Loan Programs Office, on a $716 million loan guarantee to Jersey Central Power & Light Company to help fund the New Jersey Clean Energy Corridor, a project to upgrade and expand transmission infrastructure in New Jersey (2025)
• The U.S. Department of Energy, through its Loan Programs Office, on an $861.3 million loan guarantee to finance the construction of two solar photovoltaic farms equipped with battery storage and two standalone battery energy storage systems in Puerto Rico (2024)
• Generate Capital in connection with its $1.2 billion credit agreement (2025)
• Univision Communications in connection with its Rule 144A/Reg S offering of $755 million of senior secured notes due 2031 (2024), $500 million of 8.5% senior secured notes due 2031 and its amendment and extension of a $500 million tranche of loans as part of its completed refinancing of $1 billion of outstanding debt (2024)
• Cheniere Energy, Inc. in its Rule 144A/Regulation S offering of $1.5 billion of senior notes (2024)
• The Energy & Minerals Group in connection with LiChem, LLC’s (U.S.) Memorandum of Understanding with Oman Investment Authority to explore the development of a lithium refining complex in the Sultanate of Oman utilizing the LiChem Process (2023)
• Goldman Sachs in Stripe’s 2023 Series I fundraise of more than $6.5 billion (2023)
• BHP in its SEC-registered debt offering of $2.75 billion senior notes (2023)
• Adient plc in its Rule 144A/Reg S $500 million offering of senior unsecured notes (2023)
• Fortescue Metals Group in its in its Rule 144A/Reg S offering of senior unsecured notes (2022) and numerous other financings, including its $2 billion project bond offering (2006)
• Generate Capital in connection with a $150 million senior secured revolving loan facility with borrower UW MidCo, LLC, a subsidiary of Upwell Water LLC (2021)
• Sempra Infrastructure Partners, a subsidiary of Sempra Energy, in its inaugural Rule 144A/Reg $400 million offering (2022)
• Mineral Resources Limited in its Rule 144A/Reg S offerings of two series of senior notes (2022)
• Nufarm Group in its $350 million high-yield notes offering under Rule 144A/Reg S (2021)
• Cheniere Energy, Inc. in its $1.25 billion second amended and restated revolving credit agreement (2021)
• Donnelley Financial Solutions, Inc. in its $200 million delayed-draw term loan A facility and repriced and extended the maturity of its $300 million revolving credit facility to 2026 (2021)
• Sempra Infrastructure Partners, LP (U.S.) in connection with a $1 billion senior unsecured credit facility (2021)
• The lenders, led by Société Générale, Citibanamex and BBVA, in a $150 million credit facility provided to Servicios y Terminales de Tuxpan, S.A. de C.V. (Servitux) to fund in part the development of a liquid fuel storage terminal project to be constructed and operated by a KKR portfolio company, Monterra Energy, near the port of Tuxpan, Mexico (2020)
• Antofagasta and its subsidiaries in multiple loan transactions and its inaugural Rule 144A/Reg S offering of $500 million of senior unsecured notes (2020); and in its $500 million offering of senior unsecured notes (2022)
• Minera Escondida Limitada in its $600 million unsecured loan facility (2024); and $550 million unsecured five-year syndicated loan facility (2020)
• Cheniere Energy, Inc. in connection with its $2.62 billion delayed draw term loan credit agreement (2020); in its $750 million senior secured revolving credit facility (2017) and $1.25 billion amendment and restatement (2018); and advised Cheniere and its affiliates on financings related to its Corpus Christi LNG liquefaction export project, including a $1 billion mezzanine structured notes transaction (2015–2020)
• Baffinland Iron Mines Corporation in an offering of $575 million of its 8.750% senior secured notes due 2026 and the amendment of its revolving credit facility to include additional commitments (2018); and in its $45 million super-senior revolving credit facility that is secured on a first-out, pari passu lien basis (2017)
• HudBay Minerals in an offering of $600 million of senior unsecured notes (2020); and in its debut $500 million Rule 144A offering of high yield notes with registration rights to finance its Constancia copper/zinc project in Peru (2012) and subsequent offerings in 2013
• Fortescue Metals Group in $750 million Rule 144A/Reg S offering of high yield notes to refinance existing indebtedness under the company’s existing senior secured credit facility (2017) and $600 million Rule 144A/Reg S offering of high yield notes to refinance existing indebtedness in (2019); over $11 billion of multiple high yield notes offerings to refinance outstanding project bonds and fund expansion initiatives (2006–2016); and in its $5 billion secured term loan B transaction to refinance commercial bank debt, ECA financing and a royalty note (2012)
• Argos North America Corp., a subsidiary of Cementos Argos, in a $300 million syndicated loan facility, the first among Argos’s credit facilities in which the interest rate is subject to adjustment based on Argos’s performance on ESG metrics such as carbon emissions and the percentage of women in leadership positions (2021)
• Argos North America Corp., a subsidiary of Cementos Argos S.A., in a $600 million unsecured term loan with a syndicate of 18 banks (2018)
• SoftBank Group Corp. and its funds in multiple syndicated commercial bank margin loans, including in a one-year, $6 billion margin loan (2020); a four-year, $4.37 billion margin loan (2020); and a three-year, $8 billion margin loan (2018)
• Adient US LLC in an offering under Rule 144A/Reg S of $600 million senior first lien high yield notes (2020); and in $2.85 billion of bank and bond financing consisting of a notes offering, term loan agreement and asset-based revolver for refinancing and working capital purposes (2019)
• Unum Group in the expansion of its existing revolving credit facility to $500 million and the entry into a new $100 million revolving credit facility (2019)
• Adient US LLC in an offering under Rule 144A/Reg S of $600 million senior first lien high yield notes (2020); and in $2.85 billion of bank and bond financing consisting of a notes offering, term loan agreement and asset-based revolver for refinancing and working capital purposes (2019)
• TCW Direct Lending VII LLC in its $795 million amended and restated senior secured credit facility with PNC Bank, National Association as facility agent and State Street Bank and Trust Company as collateral agent (2020); in its $400 million three-year revolving loan facility with Natixis, New York Branch, as administrative agent and committed lender (2018)
• Liquidnet Holdings in a credit agreement for a $200 million secured term loan used to refinance amounts outstanding under Liquidnet’s existing secured credit facility and for general corporate purposes and working capital (2017)
• Greenhill & Co. in a $375 million term loan used to refinance existing debt (2019); and in a $350 million refinanced term loan in connection with a plan for a recapitalization of the company, designed to increase tax efficiency, reduce cost of capital, increase employee alignment with shareholders and enhance long-term shareholder value (2017)
• Morgan Stanley and other initial purchasers in a $530.8 million senior secured notes offering and Credit Agricole and other lenders in a $500 million senior secured credit facility, each in connection with KKR’s acquisition and leaseback of certain PEMEX oil and gas infrastructure assets. Named LatinFinance Private Equity Deal of the Year and IJGlobal Latin America M&A Deal of the Year (2016)
• CIT Group Inc. in a registered offering of $500 million of Senior Unsecured Fixed-to-Floating Rate Notes (2020); in a registered offering of $100 million aggregate principal amount of Subordinated Notes and a registered offering of NYSE-listed 8,000,000 shares of Preferred Stock (2020); in an offering of $550 million aggregate principal amount of senior notes (2019); in a registered offering of $500 million aggregate principal amount of senior unsecured notes (2018); in a $955,901,000 offering of its senior unsecured notes (2016); in connection with its $1.5 billion revolving credit facility (2017); and in its $15.8 billion exchange offer and consent solicitation of new Series C Second Lien Notes for outstanding Series A Second Lien Notes, the amend/extend transaction of its $4 billion First Lien Credit Facility and other refinancing matters, and several Series C Notes offerings to refinance outstanding debt (2010–2013)
• Goldman Sachs, Royal Bank of Canada Capital Markets and RBC Dominion Securities Inc. as joint global coordinators and joint bookrunning managers in the refinancing of the existing term loan facility and first out revolving credit facility of Tervita Corporation (2013)
• Aurora Oil & Gas in its debut $200 million Rule 144A offering of high yield notes to finance development activities and its $165 million follow on reopening of these notes (2012)

Restructuring & Liability Management

• LSC Communications and certain of its subsidiaries in refinancing matters in connection with its Chapter 11 bankruptcy filing (2020)
• California Resources Corporation in several liability management, high yield bond and other financing transactions, including in a $1.2 billion revolving credit facility, a $200 million term loan and $300 million structured notes payment in connection with CRC’s emergence from bankruptcy (2020)
• White Star Petroleum LLC in several financings as lead debtors’ counsel to the E&P company and representation of the debtor in its Chapter 11 proceeding (2020)
• Ascent Resources Utica Holdings, LLC (ARUH)/Ascent Resources, LLC in its $1.5 billion senior secured revolving credit facility and its $1.5 billion offering of high-yield notes, and in restructuring matters (2017–2018)
• JP Morgan in CEMEX’s multi-tranche exchange offer of $1.3 billion of secured high yield bonds for outstanding perpetual capital securities and its pending exchange offer of senior secured high yield bonds for outstanding Euro bonds and perpetual capital securities (2010, 2012)