Brandon E. Barton

Simpson Thacher is representing JPMorgan Chase Bank, N.A. as Prepetition ABL Agent and DIP Agent in connection with the Chapter 11 Bankruptcy of Conn’s, Inc., a retailer of home goods with stores across 15 states. The Conn’s debtors filed voluntary petitions for relief before the United States Bankruptcy Court for the Southern District of Texas (Houston Division) on July 23.~~JPMorgan, on behalf of the ABL Lenders, negotiated to provide DIP financing consisting of a senior secured superpriority, priming debtor-in-possession ABL credit facility to fund Conn’s chapter 11 cases. The DIP facility includes new money loans and a repayment and refinancing of the prepetition ABL obligations through a creeping rollup during the cases.~~Conn’s is a specialty retailer of home goods, including furniture, appliances and consumer electronics. Conn’s offers flexible payment alternatives through proprietary in-house credit programs and third-party financing platforms.~~The Simpson Thacher team includes Elisha Graff and Zachary Weiner (Restructuring); and Brandan Still, Brandon Barton, Caroline Toohey and Arthur Kopilevich (Credit).

Jul 26

1 min

The Firm recently represented Bank of Montreal (“Bank of Montreal”) and BMO Capital Markets Corp. (“BMOCM”) in connection with a comprehensive financing solution for VoltaGrid LLC (“VoltaGrid”) in which VoltaGrid raised an aggregate principal amount of $650 million, which consisted of (1) a $150 million superpriority revolving credit facility and (2) a $500 million senior secured term loan facility.~~VoltaGrid is an advanced energy management and generation company headquartered in Houston. VoltaGrid provides an innovative platform to supply power and alternative fuels across the United States for pressure pumping, remote mining, data centers, utility / grid reinforcement, emergency response, and distributed generation applications. VoltaGrid’s fully integrated artificial intelligence platform provides live emissions tracking, asset carbon intensity, automated back-office management and ESG reporting on a centralized database.~~The Simpson Thacher team included Erland Modesto, Brandon Barton, Nicholas Baker, John Cupit and Jack Davis (Banking and Credit) and Courtney Welshimer (IP).

Jun 3

1 min

The Firm represented JPMorgan Chase Bank, N.A., as arranger and administrative agent, in connection with the refinancing of TechnipFMC plc’s (NYSE: FTI) existing senior secured multicurrency revolving credit facility (the “Credit Agreement”). The Credit Agreement increased the commitments available to the Company to $1,250,000,000 and extended the maturity date. Concurrently with the Credit Agreement, the Firm represented DNB Markets, Inc., as arranger, and DNB Bank ASA, New York Branch, as administrative agent, in connection with a new $500,000,000 five-year senior secured multicurrency performance letter of credit facility (the “PLOC”) for FTI.~~FTI is a leading technology provider to the traditional and new energies industries, delivering fully integrated projects, products, and services. As a global leader in the traditional and renewable energy industry, FTI delivers innovative technologies, systems, and services to meet the world’s energy needs now and in the future.~~The Simpson Thacher team included Erland Modesto, Brandon Barton, Jacob Sims, Christine Robb and Enzo Salamone (U.S. Banking and Credit); Antti Pesonen, Li Lin and Sungjoo Ahn (U.K. Banking and Credit); Jon Pall (UCC); Andrew Purcell and Jacqueline Clinton (U.S. Tax); Yash Rupal, Sarah Lindley, Chris Dorman and Darius Meehan (U.K. Tax); Courtney Welshimer (Intellectual Property); Pasco Struhs (ECEB); and Mike Isby (Environmental).

Apr 26

1 min

Portland General Electric Company and Manulife Investment Management have paid $1.9 billion to obtain electrical provider PacifiCorp's Washington state assets in a cash deal guided by Latham & Watkins LLP, Simpson Thacher & Bartlett LLP, and Gibson Dunn & Crutcher LLP. According to the announcement, the assets include PacifiCorp's "generation, transmission and electric utility operations." After the related regulatory filings are submitted, the state and federal regulators are supposed to wrap up their acquisition reviews in 12 months, the announcement added. Part of these assets constitutes power lines that stretch for 4,500 miles and utility operations that are located 2,700 square miles across the state, according to the announcement. "We are excited for the opportunity to continue to grow, expanding into Washington and building upon PGE's foundation of operational excellence and customer service," said PGE's president and CEO Maria Pope in a Tuesday statement. "We look forward to our partnership with Manulife Investment Management, who brings a track record of investment success across the utility sector and Pacific Northwest agriculture and timberland industries," Pope added. On Tuesday, Manulife Investment Management's global head of infrastructure Recep Kendircioglu said Manulife's PGE partnership "represents an opportunity that fits well within our infrastructure strategy and leverages our experience in utility investments." The acquisition deal allows PGE to obtain the 94-megawatt Goodnoe Hills wind power facility, the 477-megawatt Chehalis natural gas facility, and the Marengo I and Marengo II facilities, which are wind power facilities that have 234 megawatts of power combined, the announcement said. PGE will use another company to oversee the Washington assets, according to the announcement. Also, Manulife Infrastructure Fund III LP and the fund's affiliates will own 49% of the utility assets, the announcement stated. On Tuesday, PacifiCorp's CEO Darin Carroll said the asset sale "is a targeted step toward ensuring the continued delivery of safe, reliable power to our nearly 2 million customers in the West and Intermountain West." "This will improve the company's financial stability while simplifying our operations to support our long-term commitment to customers in each of our remaining states," Carroll also said. PGE, Manulife and PacifiCorp did not immediately respond to requests for additional comment on Tuesday. PGE is represented by Michael Sullivan, Ryan Maierson, Erik Thompson, Elena Burns, Cameron Koob, Zach Kobayashi, Riann Winget, Brock Meyer, Skyler Ligon, Genie Yae, Caroline Phillips, Sharon Huberfeld, Jeremie Ruiz, Jeffrey Tochner, Sebastian Moss, Pardis Zomorodi, Dominick Constantino, Jason Cruise, Andrew Paik, Natasha Gianvecchio, Jecoliah Williams, Michelle L.C. Carpenter, Peter Dalmasy, Oswald Cousins, Marc Campopiano, Brian McCall, James Mann, David Rao, Daniel Eyal, Chika Onyejiukwa, Harrison White, Robert Brown, Stuart Cobb, Sony Ben-Moshe, Bryan Monson, Jackson Kushner, Steven Levine, Shelby Harrison and Daniel Eyal of Latham & Watkins LLP. Manulife is represented by Brian Chisling, Katy Lukaszewski, Paul Bolaji, Oleg Stratiev, Natasha Kandi, Selim Loetscher, Brian Steinhardt, Brandon Barton, David Kim, Owen Harrison, Jonathan Goldstein, Shareef M. Salfity, Preston Irace, Alysha Sekhon, Margerite Blasé, Tally Smitas, Tristan Brown, Ryan Stott, Skyler Kanfer, Krista McManus, Dennis Loiacono and Steve DeLott of Simpson Thacher & Bartlett LLP. PacifiCorp is represented by Andrew Kaplan, Christopher Lang, Nicolette Fata, Aliya Zuberi, Becca Pecora, Patrick Perrier, Eric Sloan, Yara Mansour, Jason Zhang, Dean Masuda, Doug Horowitz, Meghan Hungate, Jocelyn Shih and Michael Collins of Gibson Dunn & Crutcher LLP.

Feb 17

3 min

Portland General Electric Company and Manulife Investment Management have paid $1.9 billion to obtain electrical provider PacifiCorp's Washington state assets in a cash deal guided by Latham & Watkins LLP, Baker Botts LLP, Simpson Thacher & Bartlett LLP, and Gibson Dunn & Crutcher LLP. According to the announcement, the assets include PacifiCorp's "generation, transmission and electric utility operations." After the related regulatory filings are submitted, the state and federal regulators are supposed to wrap up their acquisition reviews in 12 months, the announcement added. Part of these assets constitutes power lines that stretch for 4,500 miles and utility operations that are located 2,700 square miles across the state, according to the announcement. PGE's financial advisers for the deal were J.P. Morgan, Barclays, Citi, and Lazard, the announcement said. Manulife's financial adviser was Goldman Sachs & Co. LLC. "We are excited for the opportunity to continue to grow, expanding into Washington and building upon PGE's foundation of operational excellence and customer service," said PGE's president and CEO Maria Pope in a Tuesday statement. "We look forward to our partnership with Manulife Investment Management, who brings a track record of investment success across the utility sector and Pacific Northwest agriculture and timberland industries," Pope added. On Tuesday, Manulife Investment Management's global head of infrastructure Recep Kendircioglu said Manulife's PGE partnership "represents an opportunity that fits well within our infrastructure strategy and leverages our experience in utility investments." The acquisition deal allows PGE to obtain the 94-megawatt Goodnoe Hills wind power facility, the 477-megawatt Chehalis natural gas facility, and the Marengo I and Marengo II facilities, which are wind power facilities that have 234 megawatts of power combined, the announcement said. PGE will use another company to oversee the Washington assets, according to the announcement. Also, Manulife Infrastructure Fund III LP and the fund's affiliates will own 49% of the utility assets, the announcement stated. On Tuesday, PacifiCorp's CEO Darin Carroll said the asset sale "is a targeted step toward ensuring the continued delivery of safe, reliable power to our nearly 2 million customers in the West and Intermountain West." "This will improve the company's financial stability while simplifying our operations to support our long-term commitment to customers in each of our remaining states," Carroll also said. PGE, Manulife and PacifiCorp did not immediately respond to requests for additional comment on Tuesday. PGE is represented by Michael Sullivan, Ryan Maierson, Erik Thompson, Elena Burns, Cameron Koob, Zach Kobayashi, Riann Winget, Brock Meyer, Skyler Ligon, Genie Yae, Caroline Phillips, Sharon Huberfeld, Jeremie Ruiz, Jeffrey Tochner, Sebastian Moss, Pardis Zomorodi, Dominick Constantino, Jason Cruise, Andrew Paik, Natasha Gianvecchio, Jecoliah Williams, Michelle L.C. Carpenter, Peter Dalmasy, Oswald Cousins, Marc Campopiano, Brian McCall, James Mann, David Rao, Daniel Eyal, Chika Onyejiukwa, Harrison White, Robert Brown, Stuart Cobb, Sony Ben-Moshe, Bryan Monson, Jackson Kushner, Steven Levine, Shelby Harrison and Daniel Eyal of Latham & Watkins LLP. Manulife is represented by Brian Chisling, Katy Lukaszewski, Paul Bolaji, Oleg Stratiev, Natasha Kandi, Selim Loetscher, Brian Steinhardt, Brandon Barton, David Kim, Owen Harrison, Jonathan Goldstein, Shareef M. Salfity, Preston Irace, Alysha Sekhon, Margerite Blasé, Tally Smitas, Tristan Brown, Ryan Stott, Skyler Kanfer, Krista McManus, Dennis Loiacono and Steve DeLott of Simpson Thacher & Bartlett LLP. PacifiCorp is represented by Andrew Kaplan, Christopher Lang, Nicolette Fata, Aliya Zuberi, Becca Pecora, Patrick Perrier, Eric Sloan, Yara Mansour, Jason Zhang, Dean Masuda, Doug Horowitz, Meghan Hungate, Jocelyn Shih and Michael Collins of Gibson Dunn & Crutcher LLP. Lazard is represented by Clint Rancher, Josh Davidson and Lakshmi Ramanathan of Baker Botts LLP.

Feb 17

3 min