Brian E. Minyard

BRIAN MINYARD’s practice focuses principally on debt financing transactions, including syndicated bank loans, direct and credit fund lending facilities, and the private placement of debt securities, by direct and mezzanine lenders. He has extensive experience with financing in all aspects of the energy industry, including the oil and gas exploration and production, midstream and oilfield services sectors. In addition, Brian has been involved in a wide variety of energy restructurings and debtor-in-possession financings, representing both debtors and financial institutions.

Brian represents and advises both capital providers and borrowers in structuring, negotiating and documenting financing transactions, including acquisition and committed financings, reserve-based lending facilities, direct and credit fund lending facilities, uni-tranche and second lien credit facilities and mezzanine financings. He also has experience with industry specific structured finance transactions, including the conveyance of volumetric production payments, overriding royalty interests and net profits interests.

Brian’s experience since joining Sidley includes representing:

• J.P. Morgan Securities LLC, co-lead structuring advisor, placement agent, and secured hedge provider, in a US$640 million private offering of notes in an asset-backed securitization issued by Maverick Natural Resources, LLC.
• MUFG Union Bank, N.A., as pre-petition Administrative Agent, DIP Administrative Agent and Exit Facility Administrative Agent – multiple credit facilities for Chesapeake Energy Corporation, including its $4 billion reserve-based senior secured revolving credit facility with a borrowing base of $3.0 billion, its $925.0 million DIP Credit Facility, and its $2.5 billion committed exit financing consisting of a $1.75 billion reserve-based senior secured revolving credit facility and a $750 million first lien last out term loan
• Citizen Energy Operating, LLC – $1.5 billion reserve-based senior secured revolving credit facility with a $725 million initial borrowing base to fund its acquisition of Roan Resources, Inc.
• Legacy Reserves, Inc. – $1.5 billion reserve-based senior secured revolving credit facility with a $460 million initial borrowing base to facilitate Legacy’s exit from Chapter 11 as well as Legacy’s $350 million senior secured superpriority debtor-in-possession credit agreement 
• Toronto Dominion Bank, as Administrative Agent – $2.0 billion term loan for Energy Transfer Operating, LP
• Privately held oil and gas company – $50 million senior secured multi-draw term loan agreement with an E&P focused direct lender to fund near term development program of its Eagle Ford assets
• Public oilfield services company – $1.5 billion revolving credit facility
• JPMorgan Chase Bank, as Administrative Agent – $1.0 billion revolving credit facility for Carlisle Companies Incorporated, a diversified, global conglomerate
• JPMorgan Chase Bank, as Administrative Agent – $500 million revolving credit facility and $150 million term loan for Arcosa Inc., a provider of infrastructure related products
• Orion Mineral Royalty Fund and Anglo Pacific Group – $140 million loan and royalty acquisition facility to finance a calcium carbonate mine located in the Dominican Republic and an associated processing facility located in Theodore, Alabama
• Administrative Agent – $500 million reserve-based senior secured revolving credit facility with a $105 million initial borrowing base for a privately held oil and gas company with assets concentrated in the Piceance Basin
• Wells Fargo Bank, as Administrative Agent – $1.0 billion revolving credit facility for Energy Transfer Partners, LP
• Administrative Agent – $250 million reserve-based senior secured revolving credit facility with an $80 million initial borrowing base for a privately held oil and gas company with a portfolio of non-operated assets across multiple basins
• MUFG Union Bank, as Administrative Agent – $300 million reserve-based senior secured revolving credit facility with a $220 million initial borrowing base for a privately held oil and gas company with assets concentrated in the Anadarko Basin
• Administrative Agent – $120.0 million revolving credit facility for a privately held exploration and production company with assets concentrated in the Permian Basin and the Texas and Louisiana Gulf Coast
• JPMorgan Chase Bank, as Administrative Agent – $450 million revolving credit facility for Trinity Industries, Inc., a provider of railcar related services
• Public drilling company – $130 million term loan agreement and $40.0 million asset-based revolving credit facility to fund the acquisition of a private contract drilling company
• Administrative Agent – $250 million reserve-based senior secured revolving credit facility with a $45 million initial borrowing base for a privately held oil and gas company with assets concentrated in the Eagle Ford Shale Play
• JPMorgan Chase Bank, as Administrative Agent – $250 million reserve-based senior secured revolving credit facility with a $40 million initial borrowing base for Goodrich Petroleum Company, L.L.C
• Discovery Natural Resources LLC – $700 million reserve-based senior secured revolving credit facility with a $350 million initial borrowing base 
• Madava Financial, as Administrative Agent – $110.0 million senior secured multidraw term loan agreement for a privately held exploration and production company with assets concentrated in the Wamsutter Field in Wyoming. 
• Administrative Agent – $70 million senior secured revolving credit facility for a privately held midstream company developing and operating natural gas infrastructure in Colorado
• Madava Financial, as Administrative Agent – $37.5 million second lien credit agreement for a privately held pipeline company providing natural gas gathering, compression and treating, and processing services in East Texas and North Louisiana

Brian’s extensive experience prior to joining Sidley includes:

• Administrative Agent – $1.5 billion senior secured reserve-based revolving credit facility with an initial borrowing base of $650 million for a privately held oil and gas company with assets concentrated in the Utica Shale play
• Administrative Agent – $500 million senior secured reserve-based revolving credit facility with an initial borrowing base of $65 million for a privately held oil and gas company with assets concentrated in the Anadarko Basin
• Administrative Agent – $75 million unsecured term loan facility for an interstate natural gas pipeline company
• Administrative Agent – $500 million senior secured reserve-based revolving credit facility with an initial borrowing base of $100 million for a privately held oil and gas company with assets concentrated in the Mid-Continent and Gulf Coast regions
• Administrative Agent – $150 million senior secured revolving credit facility for an interstate natural gas pipeline company with assets across the United States
• Pre-petition First Lien Administrative Agent – Restructuring Chapter 11 bankruptcy case of a privately held oil and gas company with assets along the southern coast of Louisiana and the $35 million second lien exit facility for, and preferred and common equity investment in, the newly formed purchaser of a majority of the debtor’s producing assets
• Administrative Agent – $2.5 billion senior secured reserve-based revolving credit facility for a publicly traded independent oil and natural gas company focused on the acquisition, exploration, development and production of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin
• Administrative Agent – $300 million revolving credit facility with an initial borrowing base of $75 million together with a $125 million term loan facility to a publicly traded independent oil and gas company with assets concentrated in the Eagle Ford and Mississippian plays
• Administrative Agent – $4.0 billion senior secured reserve-based revolving credit facility for a publicly traded independent oil and natural gas company focused on discovering and developing a large and geographically diverse resource base of unconventional natural gas and oil assets onshore in the United States
• Administrative Agent – $200 million senior secured delayed draw term loan to, together with the grant of a net profits interest in the oil and gas properties of, a publicly traded exploration and production company with assets concentrated in the Marcellus Shale 
• Administrative Agent – $1 billion senior secured reserve based revolving credit facility with a committed initial borrowing base of $500 million to a privately held independent oil and natural gas company in connection with the acquisition of oil and gas properties in the Permian Basin for $2.5 billion

Some of the above matters were handled prior to joining Sidley.