Capital Markets and Securities Matters

• Representation of GameStop Corp. in $4.2 billion of convertible notes offerings.
• Representation of CenterPoint Energy, Inc. and its affiliates on:
  • $2.7 billion of public offerings of common and preferred stock;
  • a $1.4 billion equity investment from Elliott Management and others;
  • a $978 million public offering of depositary shares representing a 1/20 interest in a share of
  • CenterPoint Energy, Inc.'s 7.00% Series B Mandatory Convertible Preferred Stock; and
  • over $8 billion of public offerings of senior notes and general mortgage bonds.
• Representation of TC Energy in CAD$7.9 billion offering of senior and subordinated notes of South Bow Corporation in connection with the spinoff of its Liquids Pipelines business.
• Representation of the underwriters in over US$5.8 billion of public offerings and private placements of debt and equity securities of Spectra Energy Corp and subsidiaries.
• Representation of EchoStar in exchange of approximately US$5 billion of convertible notes of DISH Network for US$2.3 billion of spectrum secured senior notes and US$1.9 billion of spectrum secured convertible senior notes.
• Representation of affiliates of Transocean Ltd. in over US$2.4 billion of private placements of senior secured notes and a US$700 million waterfall debt tender offer.
• Representation of affiliates of McDermott International, Inc. in a US$1.3 billion private placement of senior notes.
• Representation of Shell Midstream Partners, L.P. in its US$1.1 billion initial public offering.
• Representation of Enable Midstream Partners, LP in its US$575 million initial public offering, US$363 million private placement of preferred equity and US$161 million public equity offering.
• Representation of the initial purchasers in a US$500 million private placement of debt securities of Pacific Drilling V Limited.
• Representation of Kimbell Royalty Partners, LP in US$435 million of private placements of preferred units.
• Representation of Ormat Technologies, Inc. in its US$375 million offering of green convertible notes.
• Representation of Oatly Group AB in private placements of US$335 million of convertible notes.
• Representation of Cactus, Inc. in its US$332 million public equity offering and of the underwriters in Cactus, Inc.'s US$503 million initial public offering.
• Representation of Morgan Stanley on W&T Offshore, Inc.'s US$275 million senior second lien notes offering.
• Representation of Bit Digital, Inc. in US$240 million of public equity offerings.
• Representation of TotalEnergies and Global Infrastructure Partners on a US$175 million financing transaction with SunPower Corporation, which included warrants.
• Representation of WhiteFiber, Inc. in its US$159 million initial public offering.
• Representation of the underwriters in the initial public offering of OCI Resources LP.

Mergers and Acquisitions

• Representation of the Conflicts Committee of Kinder Morgan Energy Partners (KMP) and the Special Committee of Kinder Morgan Management (KMR) in the US$70 billion purchase of KMP, KMR and El Paso Pipeline Partners by Kinder Morgan, Inc.
• Representation of CenterPoint Energy, Inc. in the formation of a midstream joint venture with assets over US$11 billion.
• Representation of the Board of Directors of Plains GP Holdings, L.P. in its US$7.2 billion simplification transaction with Plains All American Pipeline, L.P.
• Representation of WorleyParsons Ltd. in its US$3.2 billion acquisition of the energy, chemicals and resources division of Jacobs Engineering Group Inc.
• Representation of TC Energy on spin-off of liquids pipelines to create two premium energy infrastructure companies.

SPAC Transactions

• Representation of dMY Technology Group Inc. IV in its US$2.8 billion business combination with Planet Labs.
• Representation of Tigo Energy, Inc. in its US$600 million business combination with Roth CH Acquisition IV Co.
• Representation of Presto Automation Inc. in its US$525 million business combination with Ventoux CCM Acquisition Corp.
• Representation of REE Automotive, Ltd. in its warrant exchange.
• Representation of the dealer manager in a warrant exchange for Genius Sports.