Capital Markets and Securities Matters

• Representation of Ionic Digital Inc. in its direct listing on the Nasdaq Global Select Market
• Representation of Ionic Digital in US$400 million private placement to finance investment in AI-focused data center platform
• Representation of bondholders in backstopped rights offering by KLX Energy Services
• Representation of TransCanada PipeLines Limited in US$300 million junior subordinated notes offering
• Representation of Ormat Technologies, Inc. in upsized offerings of US$725 million of Series A convertible notes and US$150 million of Series B convertible notes
• Representation of Oatly on repurchase of convertible senior PIK notes
• Representation of leading private equity firm in US$2 billion preferred stock investment to finance take-private transaction
  
• Representation of Ormat Technologies, Inc. in its US$279 million offering of common stock by a selling shareholder
• Representation of TransCanada PipeLines Limited in US$750 million fixed-to-floating rate junior subordinated notes offering
• Representation of TC Energy in CAD7.9 billion offering of senior and subordinated notes of South Bow Corporation in connection with the spinoff of its Liquids Pipelines business
• Representation of Ormat Technologies, Inc. in its US$431 million convertible senior notes offering
• Representation of Morgan Stanley on W&T Offshore, Inc.'s US$350 million senior second lien notes offering
• Representation of Hertz Global Holdings, Inc. in its US$1.3 billion re-IPO
• Representation of Ormat Technologies, Inc.in its US$388 million offering of common stock by a selling shareholder
• Representation of Hertz Global Holdings, Inc. in its US$1.635 billion rights offering in connection with its successful emergence from Chapter 11
• Representation of Bristow Group Inc. in its US$400 million Rule 144A offering of senior secured notes, US$350 million Rule 144A offering of senior secured notes, US$125 million public offering of convertible senior notes, US$450 million public offering of senior notes and concurrent tender offer/redemption of senior notes
• Representation of dealer manager in Calumet Specialty Products Partners' US$200 million private exchange of senior unsecured notes for senior secured notes
• Representation of CVR Energy, Inc. in its US$1 billion Rule 144A senior notes offering
• Representation of underwriters in Cactus, Inc.'s US$503 million initial public offering
• Representation of Delek Logistics Partners, LP in its US$193 million initial public offering and its US$250 million Rule 144A senior notes offering
• Representation of Transocean Partners LLC in its US$442 million initial public offering
• Representation of Transocean in numerous Rule 144A offerings of senior notes secured by drilling rigs and related assets with an aggregate principal amount of US$3.65 billion; numerous public offerings of senior notes totaling US$9.5 billion; US$6.6 billion public offering of convertible notes; US$1 billion public offering of shares; US$700 million debt tender offer
• Representation of Schlumberger in numerous public and Rule 144A offerings of senior notes totaling over US$12 billion

Special Situations/Liability Management

• Representation of Optimum Communications, Inc. and its subsidiaries in connection with its ongoing restructuring efforts, including their internal reorganization, the private placement and exchange of preferred equity issued by CSC Investments II LLC, Optimum's newly formed subsidiary that holds its Optimum East Cable and Lightpath assets, and the subsidiary's concurrent cash tender offer to public stockholders.
• Representation of EchoStar Corporation on the successful entry into definitive agreements with respect to certain of its valuable wireless spectrum licenses, including (i) a license purchase agreement with AT&T pursuant to which AT&T will acquire EchoStar's nationwide 3.45 GHz and 600 MHz for approximately $23 billion and (ii) a license purchase agreement with SpaceX pursuant to which SpaceX will acquire EchoStar's AWS-4 and H-block spectrum licenses for approximately $17 billion, consisting of up to $8.5 billion in cash and $85.B in SpaceX stock valued as of entry into the definitive license purchase agreement, together with SpaceX's agreement to fund an aggregate of an additional approximately $2 billion of cash interest payments on EchoStar debt through November of 2027.  In connection with the AT&T transaction, EchoStar and AT&T have entered into agreements pursuant to which EchoStar's Boost Mobile business will now operate as a hybrid mobile network operator utilizing AT&T's network infrastructure.  In connection with the SpaceX transaction, SpaceX and EchoStar have entered into a long-term commercial agreement, which will enable EchoStar's Boost Mobile subscribers – through its cloud-native 5G core – to access SpaceX's next generation Starlink Direct to Cell service.
• Representation of EchoStar Corporation on a successful suite of transformative transactions to delever its balance sheet and improve its debt maturity profile, including (i) raising $5.2 billion of capital from existing stakeholders for investment in nationwide 5G Open RAN network and general corporate purposes, (ii) exchanging approximately $5 billion of existing DISH Network convertible notes for a combination of new EchoStar secured debt instruments, representing over 96% participation in the exchange offers, (iii) raising $2.5 billion in new financing from TPG Angelo Gordon and certain co-investors at DISH DBS to address upcoming debt maturities and provide incremental liquidity to the business and (iv) concurrently closing a $400 million PIPE transaction to provide incremental capital to the balance sheet or general corporate purposes.
• Representation of an ad hoc group of unsecured noteholders of Carvana on a successful series of liability management transactions, including US$5.7 billion debt exchange offers, a concurrent cash tender offer, an at-the-market equity raise, an equity investment from Carvana's founders and a solicitation of consents to certain amendments to Carvana's existing indentures.

Mergers and Acquisitions

• Representation of Expand Energy on US$1.25 billion acquisition of Twin Eagle
• Representation of TC Energy on spin-off of its liquids pipelines business (South Bow) to create two premium energy infrastructure companies
• Representation of a private company on the acquisition of midstream assets in the Ohio River Valley
• Representation of Conflicts Committee of CNX Midstream Partners LP in its US$357 million all- stock acquisition by CNX Resources Corporation
• Representation of AmeriGas Partners, L.P. in its US$2.4 billion merger with UGI Corporation
• Representation of Naphtha Israel Petroleum Corporation Ltd. in its US$330 million going-private acquisition of Isramco, Inc.
• Representation of Schlumberger in its US$14.8 billion acquisition of Cameron International Corporation
• Representation of Delek U.S. Holdings, Inc. in its US$160 million acquisition of public unitholders' stake in Alon USA Partners, LP
• Representation of Regency Energy Partners LP in its US$18 billion merger with Energy Transfer Partners, L.P.
• Representation of GEODynamics in its US$525 million sale to Oil States International Inc. for cash and stock
• Representation of Schlumberger Limited in its formation of OneSubsea, a multibillion dollar joint venture with Cameron International Corporation
• Representation of a private chemicals company in its acquisition of a manufacturer of thermoplastic resins and polymers

SPAC Transactions

• Representation of Occidental Petroleum on Net Power's US$1.5 billion business combination with Rice Acquisition Corp. II
• Representation of InterPrivate III Financial Partners Inc. in its business combination with Aspiration Partners Inc.
• Representation of Kimbell Tiger Acquisition Corporation in its $230 million initial public offering
• Representation of CM Life Sciences III Inc. in its business combination with EQRx, Inc.
• Representation of CM Life Sciences II Inc. in its business combination with SomaLogic, Inc.

*Includes matters prior to joining White & Case.