Kevin P. Lewis

Illustrative of the breadth of Kevin’s practice, a sampling of his representative engagements includes:

Mergers, Acquisitions, Investments, and Joint Ventures

Aviation

• United Airlines in connection with the development of Blue Sky, a collaboration with JetBlue that gives customers flight and vacation options as well as new opportunities to earn and use MileagePlus miles and TrueBlue points across both airlines.
• United Airlines in connection with the proposed merger of Republic Airways and Mesa Airlines, assisting with several agreements among United, Republic, and/or Mesa addressing financial matters and United’s capacity purchase arrangements with those airlines.
• United Airlines Ventures in its collaboration with Houston-based biotech firm Cemvita Factory, in connection with Oxy Low Carbon Ventures, to commercialize the production of SAF using carbon dioxide and synthetic microbes.
• United Airlines in its investment in ZeroAvia, a leading UK-headquartered hydrogen-electric aircraft developer and conditional order for up to 100 zero-emission hydrogen electric engines for regional aircraft.
• United Airlines in its joint multimillion-dollar investment with Honeywell UOP Ecofining in Alder Fuels.
• United Airlines Ventures in its investment in electric aircraft startup Heart Aerospace and United Airlines in its conditional aircraft purchase.
• United Airlines in its agreement with Boom Supersonic on a cooperative sustainability initiative.
• United Airlines with its agreement to work with Archer Aviation on its eVTOL aircraft, designed to use electric motors and have the potential for future use as an “air taxi” in urban markets.
• United Airlines in its multimillion-dollar investment in 1PointFive, in connection with its development of the first U.S. industrial-sized direct air capture plant that would permanently sequester one million tons of CO2 each year.
• United Airlines in its acquisition of an equity interest in Azul S.A., a Brazilian airline company.
• United Airlines in a joint business agreement involving Aerovías del Continente Americano S.A. (Avianca), Compañía Panameña de Aviación S.A. (Copa) and several Avianca and Copa affiliates.
• United Airlines in several international joint ventures with Lufthansa Airlines, Air Canada and All Nippon Airways.
• Continental Airlines in connection with its 2010 merger with United Airlines.
• Several major commercial airlines (both mainline and regional) in connection with regional airline service agreements, investments in foreign carriers and alliance and codeshare matters.
• Continental Airlines in connection with the 2010 merger of SkyWest Airlines and ExpressJet Airlines. 
• Memphis-based Pinnacle Airlines in its 2010 acquisition of Mesaba Airlines from Delta Airlines.
• American Eagle, the regional carrier affiliate of American Airlines, in connection with its potential spinoff from AMR, its corporate parent.

Energy

• Range Resources in connection with its 2016 acquisition of Memorial Resource Development
• An oilfield service company in several acquisition transactions

Other

• SAS Capital and its principal Susie A. Smith in connection with the sale of their one-third interest in KSA Industries, Inc., the indirect owner of the Tennessee Titans NFL franchise, and other related entities.

Corporate Governance

• Numerous public company management teams, boards of directors, audit committees, compensation committees and nominating and governance committees in connection with various governance items, including investigations, failures of internal controls, board and executive transition issues, response to shareholder activism, and board and committee structures, on behalf of companies in various industries, including energy, aviation, technology, and consumer finance.
• Numerous public companies in various industries in connection with SEC reporting and disclosure issues.
  

Restructuring and Reorganizations

Aviation

• United Airlines as a creditor in the bankruptcy of Azul, a Brazilian carrier.
• United Airlines as a creditor in the bankruptcy of Avianca Airlines, a Colombian carrier.
• United Airlines as a creditor in the bankruptcy of Republic Airlines.
• Pinnacle Airlines as a creditor in the bankruptcy of Northwest Airlines. 

Energy

• Several public and private companies in reorganizations in Chapter 11 proceedings, including Conn’s, Inc., Energy Partners Ltd., and Trico Marine Services. 

Capital Markets and Corporate Finance

Aviation

• Several underwriter groups in 2020 in connection with five offerings pursuant to which Southwest Airlines Co. issued US$2 billion of common stock, US$2 billion of convertible senior notes and US$3.8 billion of senior notes.
• United Airlines in connection with a 2020 US$1 billion common stock offering.
• Major commercial airlines in numerous other capital markets transactions, including IPOs.
• Multiple issuers of equipment pass-through certificates, and both borrowers and lenders in sale-leaseback, leveraged lease and other mezzanine financings of aircraft.

Energy

• Energy companies, including both E&P and oilfield service companies, in numerous capital markets transactions.
• Underwriters in numerous capital markets transactions by energy companies, including both E&P and oilfield service companies.

Project and Structured Finance

Energy

• Developers and lenders in international project finance transactions, including the sponsors of a large international offshore gas development and cross-border pipeline transaction, including the structuring and financing aspects of the project.
• Worked extensively on behalf of project sponsors and international commercial banks in connection with the development and financing of gas processing facilities power plants (including gas, coal, and hydroelectric projects) in Vietnam, Indonesia, the Philippines, Thailand, and various provinces in China.

• Director, Inprint
• Trustee, the Alley Theatre
• Trustee, Asia Society Texas Center
• Past-president, Congregation Beth Israel
• Former Adjunct Professor, University of Houston Law Center
• Former board member, Brazos Bookstore, Interfaith CarePartners, Acorn Foundation, Career and Recovery Resources, Orchestra X