Justin F. Hoffman

High Yield, Convertible Debt and Finance, including Acquisition Finance

• Represented Tallgrass Energy in a US$500M Rule 144 notes offering and concurrent tender offer
• Represented Sunnova Energy International Inc. in offering of a US$400M “green bond”
• Represented Sunnova Energy International Inc. in a US$500M offering of convertible senior notes
• Represented initial purchasers in a secured notes offering by Shelf Drilling Holdings, Ltd.
• Represented initial purchasers in a notes offering and cash tender offer by Crestwood Midstream Partners LP
• Represented Tallgrass Energy in a US$750M offering of senior notes and cash tender offer
• Represented Helix Energy Solutions Group, Inc. in a US$200M registered offering of convertible senior notes
• Represented initial purchasers in a US$400M Rule 144A notes offering by Global Partners LP
• Represented Indigo Natural Resources in its private offering of US$650M of senior unsecured notes
• Represented Jefferies LLC in providing underwritten bank financing, consisting of a US$900M committed term loan facility and a US$50M committed super priority revolving credit facility, in connection with the approximately US$1.6B sale of Lucid Energy Group II to a joint venture controlled by affiliates of Riverstone and Goldman Sachs
• Represented Vine Oil & Gas LP and its wholly-owned subsidiary, Vine Oil & Gas Finance Corp., in its private offering of US$530M in aggregate principal amount of senior unsecured notes
• Represented private funds affiliated with Värde Partners, Inc. in their US$125M convertible second lien term loan facility for Lilis Energy, Inc., an exploration and development company operating in the Permian Basin of West Texas
• Represented Ultra Resources, Inc. in the Rule 144A/Reg S offering of US$1.2B of senior unsecured notes issued in connection with Ultra Petroleum Corp.’s exit from Chapter 11 proceedings
• Represented Blackstone Energy Partners and Sanchez Energy Corporation in their 50/50 partnership, definitive purchase agreement and related financing to acquire Anadarko Petroleum Corporation’s working interest in approximately 318,000 gross operated acres in the Western Eagle Ford for approximately US$2.3B
• Represented Alta Marcellus Development, LLC, a wholly owned subsidiary of Alta Resources Development, LLC, in connection with second lien note financing for US$1.24B acquisition of operated and non-operated upstream assets and operated midstream assets in the Marcellus Shale of north-central Pennsylvania from Anadarko Petroleum Corp. and US$207M acquisition of oil and gas assets in the Marcellus Shale of north-central Pennsylvania from Mitsui E&P USA LLC
• Represented Indigo Haynesville in connection with unsecured note financing for its agreement to purchase from Chesapeake Energy Corp. a portion of its acreage and producing properties in its Haynesville Shale operating area in northern Louisiana for approximately US$450M
• Represented Goldman, Sachs & Co. and other initial purchasers in a US$1.6B 144A senior note offering by American Energy – Permian Basin, LLC and AEPB Finance Corporation in connection with US$2.5B acquisition of Permian Basin assets from Enduring Resources
• Represented J.P. Morgan Securities as lead underwriter and lead initial purchaser in a US$750M 144A/ Regulation S senior notes offering and a US$1.0B registered common stock offering by Whiting Petroleum Corporation
• Represented Peabody Energy Corporation in a US$1.0B 144A/Regulation S secured second lien notes offering and related tender offer
• Represented Barclays Capital and the initial purchasers in a US$1.25B Rule 144A/Regulation S senior second lien secured notes offering by SandRidge Energy, Inc.
• Represented J.P. Morgan Securities and the initial purchasers in an inaugural US$250M Rule144A/Regulation S senior notes offering by Bellatrix Exploration Ltd.
• Represented Credit Suisse as representative of the initial purchasers in a US$700M Rule144A/Regulation S senior secured notes offering by Energy Transfer Equity, L.P.
• Represented BMO Capital Markets as bookrunning manager in connection with US$50M registered equity offering and a US$350M 144A/Regulation S senior secured notes offering and debt tender offer in connection with acquisition by Westmoreland Coal Company of MLP Oxford Resources
• Represented the initial purchasers, led by Barclays Capital Inc. in a US$350M Rule144A/Regulation S senior notes offering by Teine Energy Ltd.
• Represented the initial purchasers in over US$1B of 144A/Regulation S senior notes offerings by Antero Resources
• Represented Wells Fargo and the underwriters in registered offering of US$1.25B of senior subordinated notes and related tender offer and consent solicitation by Denbury Resources Inc.
• Represented J.P. Morgan and the underwriters in a registered offering of US$500M of high yield senior notes by EXCO Resources, Inc.
• Represented the underwriters in multi-billion-dollar registered debt and equity offerings by Concho Resources Inc.
• Represented J.P. Morgan Securities LLC as representative of the several initial purchasers in US$1.3B of 144A/Regulation S senior notes offerings by Superior Energy
• Represented WindMW GmbH, a Blackstone-backed German offshore wind farm, in connection with a €978 nine-tranche U.S. dollar and Euro-denominated project bond offering
• Represented Deutsche Bank and Citigroup as initial purchasers in a US$550M project bond financing by Fermaca Enterprises

Initial Public Offerings, PIPEs and Equity Offerings

• Represented Citi in Private Placement of Crestwood common units
• Represented the underwriters in preferred units offering by Global Partners
• Represented the underwriters in connection with the US$185M initial public offering by Nine Energy Service, Inc.
• Represented Discovery Capital Management, LLC and certain of its affiliates as selling stockholders of Peabody Energy Corporation in a US$346.9M secondary offering of common stock
• Represented Värde Partners, Inc. in a US$100M convertible preferred equity investment in Lilis Energy, Inc.
• Represented Warburg Pincus as lead investor in a US$350M convertible preferred equity investment in SemGroup Corporation
• Represented EIG Global Energy Partners on a US$500M investment into USA Compression Partners, LP (NYSE: USAC), in which certain investment funds managed or sub-advised by EIG and other investment vehicles unaffiliated with EIG agreed to purchase an aggregate amount of US$500M of newly established Series A Perpetual Preferred Units and received warrants to purchase up to 15,000,000 Common Units of USA Compression
• Represented the underwriters in connection with the US$81M initial public offering of Ramaco Resources, Inc.
• Represented FBR Capital Markets as initial purchaser in a 144A equity offering by C&J Energy Services
• Represented the Blackstone Group L.P. and Pinnacle Foods Inc. in connection with a US$667M initial public offering and numerous secondary offerings
• Represented Kohlberg Kravis Roberts & Co. L.P. and Dollar General Corporation in a US$824M initial public offering, numerous secondary offerings of common stock and registered debt offerings
• Represented J.P. Morgan and the underwriters in connection with the initial public offering of Dunkin’ Brands Inc., the parent company of Dunkin’ Donuts and Baskin Robbins

Liability Management/Restructuring

• Represented a dealer manager in connection with Calumet Specialty Products Partners, L.P.’s US$200M notes exchange offer and related consent solicitation
• Represented Bristow Group Inc. and certain of its subsidiaries in connection with its petition for relief under Chapter 11 of the U.S. Bankruptcy Code, as well as the US$75M term loan facility provided by certain creditors in connection with the petition and the US$150M proposed debtor-in-possession loan facility
• Represented Ascent Capital Group, Inc. in connection with proposed exchange offers by Monitronics International, Inc. for its outstanding 9.125% Senior Notes due 2020 for new senior secured second lien cash pay/PIK notes due 2023
• Represented an ad hoc committee of unsecured noteholders to Northern Oil & Gas, Inc., a leading non-operating oil and gas exploration and production company, in an up-tier exchange of US$500M of senior unsecured notes for US$350M of senior second lien notes and approximately 40% of pro forma equity
• Represented Sable Permian Resources (formerly known as Permian Resources), a privately held exploration and production company backed by The Energy & Minerals Group, OnyxPoint Global Management, Sable Management, First Reserve, and other investors, in connection with a recapitalization transaction that included an equity capital raise of approximately US$750M, an optional equity purchase amount of approximately US$350M, a debt for equity exchange of approximately US$325M of secured and unsecured indebtedness and a debt for equity exchange of approximately US$250M of junior subordinated notes
• Represented EXCO Resources, Inc. in its issuance of US$300M in aggregate principal amount of senior secured 1.5 lien notes due 2022 and warrants for shares of EXCO’s common stock and the exchange of approximately US$683M of senior secured second lien term loans for a like amount of senior secured 1.75 lien term loans
• Represented a financial advisor in connection with private purchase and exchange agreements by SandRidge Energy, Inc. pursuant to which SandRidge repurchased US$250M of its unsecured notes for US$94.5M cash and exchanged US$275M of notes for new convertible notes
• Represented W&T Offshore, Inc. in connection with an exchange offer for approximately US$710.2M of the outstanding 8.500% Senior Notes due 2019 for approximately (i) US$60.4M shares of common stock, (ii) US$159.8M aggregate principal amount of new Senior Second Lien PIK Toggle Notes due 2020, and (iii) US$142.0M aggregate principal amount of its new Senior Third Lien PIK Toggle Notes due 2021