Kevin P. Lewis

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

Corporate Governance 

• Represented numerous public company 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 
• Represented numerous special committees and committees of independent directors in connection with the approval of special transactions, including the 2007 US$4 billion spinoff of entities by a leading manufacturing company focused on corrugated packaging and building products 
• Represented numerous public companies in various industries in connection with SEC reporting and disclosure issues

Capital Markets and Corporate Finance 

Aviation

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

Energy

• Represented energy companies, including both E&P and oilfield service companies, in numerous capital markets transactions 
• Represented underwriters in numerous capital markets transactions by energy companies, including both E&P and oilfield service companies

Mergers, Acquisitions, and Investments

Aviation

• Represented 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
• Represented 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
• Represented United Airlines in its joint multimillion-dollar investment with Honeywell UOP Ecofining in Alder Fuels
• Represented United Airlines Ventures in its investment in electric aircraft startup Heart Aerospace and United Airlines in its conditional aircraft purchase
• Represented United Airlines in its agreement with Boom Supersonic on a cooperative sustainability initiative
• Represented 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
• Represented 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
• Represented United Airlines in its acquisition of an equity interest in Azul S.A., a Brazilian airline company
• Represented 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 
• Represented United Airlines in several international joint ventures with Lufthansa Airlines, Air Canada and All Nippon Airways 
• Represented Continental Airlines in connection with its 2010 merger with United Airlines
• Represented several major commercial airlines (both mainline and regional) in connection with regional airline service agreements, investments in foreign carriers and alliance and codeshare matters
• Represented Continental Airlines in connection with the 2010 merger of SkyWest Airlines and ExpressJet Airlines 
• Represented Memphis-based Pinnacle Airlines in its 2010 acquisition of Mesaba Airlines from Delta Airlines 
• Represented American Eagle, the regional carrier affiliate of American Airlines, in connection with its potential spinoff from AMR, its corporate parent 

Energy

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

Aviation

• Represented Continental Airlines in connection with its 2010 merger with United Airlines
• Represented United Airlines in connection with its 2015 investment in Azul S.A., a Brazilian airline
• Represented Continental Airlines in connection with the 2010 merger of SkyWest Airlines and ExpressJet Airlines 
• Represented Dallas-based Southwest Airlines in its 2010 acquisition of AirTran Airlines, a deal estimated to be worth more than US$1.4 billion 
• Represented Memphis-based Pinnacle Airlines in its 2010 acquisition of Mesaba Airlines from Delta Airlines 
• Represented American Eagle, the regional carrier affiliate of American Airlines, in connection with its potential spinoff from AMR, its corporate parent 
• Represented United Airlines in several international joint ventures with Lufthansa Airlines, Air Canada and All Nippon Airways 
• Representing United Airlines Ventures in its collaboration with Houston-based biotech firm Cemvita Factory, and with Oxy Low Carbon Ventures, to commercialize the production of SAF using carbon dioxide and synthetic microbes
• Represented several major commercial airlines (both mainline and regional) in connection with regional airline service agreements, investments in foreign carriers and alliance and codeshare matters

Other

• Represented 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
• Represented a death care company in several acquisitions of funeral homes 

Restructuring and Reorganizations

Aviation

• Represented United Airlines as a creditor in the bankruptcy of Avianca Airlines.
• Represented United Airlines as a creditor in the bankruptcy of Republic Airlines
• Represented Pinnacle Airlines as a creditor in the bankruptcy of Northwest Airlines

Energy

• Represented several public and private companies in reorganizations in Chapter 11 proceedings, including Energy Partners Ltd. and Trico Marine Services 

Project and Structured Finance 

Energy

• Represented 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
• Director, Brazos Bookstore
• Past-president, Congregation Beth Israel
• Former Adjunct Professor, University of Houston Law Center
• Former board member, Interfaith CarePartners, Acorn Foundation, Career and Recovery Resources, Orchestra X