Kayleigh E. McNelis

Kayleigh’s representative experience at Sidley includes:

Private Equity and Investment Transactions:

• Representing United Airlines in agreement to work with Archer Aviation to accelerate production of advanced, short-haul electric aircraft
• Represented I Squared Capital in the formation of a joint venture with Blackstone Energy Partners for the expansion of midstream activities in the Delaware Basin, including the ongoing construction of the Permian Highway Pipeline with Kinder Morgan, as well as the concurrent acquisitions of Caprock Midstream and Pinnacle Midstream by Eagle Claw Midstream, involving cash commitments by I Squared Capital, a transaction recognized as the 2019 “Energy, Power & Utilities Deal of the Year” by The Deal’s Middle Market Awards
• Represented an energy-focused private equity firm in its equity commitment with a management team pursuing investment opportunities in the solar space
• Represented Twin Eagle Pipeline Company, LLC in its sale to Ironwood Midstream Energy Partners II, LLC of 100% of the equity interests of an entity owning the Gardendale and Asherton gathering systems in the Eagle Ford shale, which together included 137 miles of active crude oil gathering pipeline with connections to multiple long-haul pipelines, allowing access to the U.S. Gulf Coast, Three Rivers and Houston markets.
• Represented Stonepeak in its joint venture with West Texas Gas, Inc. and in such joint ventures investment in the Whistler Pipeline Project
• Represented Carlyle in connection with its preferred investment into EQM Midstream Partners as part of a US$1.1 billion preferred equity investment in order to fund EQM Midstream Partners’ acquisition of 60% of Eureka Midstream and 100% of Hornet Midstream

Capital Markets:

•  Represented several underwriter groups in connection with three offerings by Southwest Airlines Co. in a span of three days: an offering of 70,000,000 shares of its common stock resulting in proceeds of approximately US$2 billion, an offering of US$2 billion of 1.25% convertible senior notes due 2025, and an offering of US$2 billion of 4.75% and 5.25% senior notes, due 2023 and 2025, respectively.
• Represented the conflicts committee of the board of directors of the general partner of a master limited partnership (MLP) engaged in the coal industry in a simplification transaction pursuant to which the incentive distribution rights and economic general partner interest the MLP’s general partner held in the MLP were eliminated in exchange for the issuance by the MLP of 56,100,000 common units to the general partner
• Represented NuStar Logistics, L.P., a wholly owned subsidiary of NuStar Energy L.P., in connection with a public offering of $1.2 billion aggregate principal of 5.750% senior notes due 2025 and 6.375% senior notes due 2030
• Represented the special committee of Antero Resources Corporation in connection with Antero Midstream GP LP’s $4.7 billion acquisition of Antero Midstream Partners LP
• Represented several midstream limited partnerships and Up-Cs in their initial public offerings

M&A:

• Currently representing the Seller in connection with a pending business combination between a portfolio company and a SPAC
• Represented a data center operator in its proposed acquisition of a network-neutral, edge data center in California.
• Represented seller in an equity sale of PCS Software, Inc., a developer of software for integrated transportation management solutions for the U.S. inland trucking industry, to The CapStreet Group, LLC
• Represented a major oil company in a series of eight parallel divestiture processes in the western and central United States
• Represented the conflicts committee of the board of directors of the general partner of an MLP in connection with the $3.3 billion acquisition of the MLP’s outstanding public common units by its publicly traded parent corporation through a public merger