Richard E. Farley

Represented Paine Schwartz Partners in establishing an animal health & nutrition investment platform, Axiota Animal Health, Inc., with a strategic acquisition in Warburton Technology Limited, a leading producer of trace-mineral injections for cattle.

Represented Credit Suisse, Cayman Islands Branch as sole bookrunner, sole lead arranger and an initial lender in connection with first lien committed financings for Thoma Bravo portfolio company Quorum Business Solutions (U.S.A.) Inc.’s acquisition of Oil & Gas Information Systems Incorporated.

Represented the joint lead arrangers and co-syndication agents, the co-documentation agents, the lenders and th eadministrative agent in connection with a committed financing – which includes a $75 million revolving credit facility and a $380 million first-lien term loan facility – for the acquisition of Aerohive Networks Inc. by Extreme Networks Inc. and its affiliates.

Represented RBC Capital Markets, KKR Capital Markets LLC, Credit Suisse Loan Funding LLC, Macquarie Capital (USA) Inc., BNP Paribas Securities Corp. and Société Générale as joint lead arrangers; Royal Bank of Canada, KKR Corporate Lending (CA) LLC, Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, Macquarie Capital Funding LLC, BNP Paribas and Société Générale as lenders; and Royal Bank of Canada as first lien facility administrative agent and collateral agent and KKR Loan Administration Services LLC, as second lien facility administrative agent in connection with a committed financing – which includes a $100 million revolving credit facility, an $875 million first-lien term loan facility and a $225 million second-lien term loan facility – for the acquisition of Electronics for Imaging, Inc. by Siris Capital Group LLC and its affiliates.

Representing VICI Properties Inc., an experiential real estate investment trust, in obtaining a $3.2 billion financing commitment in connection with the acquisition of certain assets from Eldorado Resorts Inc. in connection with Eldorado’s proposed business combination with Caesars Entertainment Corp. Eldorado will use the proceeds to partially finance its combination with Caesars, which will be the largest domestic gaming operator in the United States.

Represented VICI Properties 1 LLC (VICI Propco), a wholly owned subsidiary of VICI Properties Inc. (OTC VICI), as borrower in connection with a $600MM upsizing to its first lien credit facility, with Goldman Sachs Bank USA, as administrative agent, the lenders party thereto and the certain other parties as joint lead arrangers, co- arrangers and joint bookrunners.

Represented Hercules Capital Inc., as administrative agent, collateral agent, sole lead arranger, sole bookrunner and as a lender in connection with an $80 million second-lien term loan facility and a $10 million delayed draw term loan facility to CM 2019 (UK) Limited, Campaign Monitor (UK) Limited and CM Acquisition Holdings Inc.

Represented Credit Suisse, Cayman Islands Branch and Macquarie Capital (USA) Inc., as lead arrangers and Credit Suisse, Macquarie Capital Funding LLC, Thoma Bravo Credit Fund I L.P. and PSP Investments Credit USA LLC, as initial lenders in connection with first lien and second lien committed financings for Thoma Bravo portfolio company Quorum Software’s acquisition of Coastal Flow Measurement.

Represented Piper Jaffray Finance LLC, as lead arranger, in connection with a first-lien term loan facility and a revolving facility for the acquisition of ITI Holdings Inc., a leader in hardware and software system integration services as well as providing printing and delivery solutions to motor vehicle agencies in North America, by an affiliate of Arlington Capital Partners.

Represented lead arrangers, initial lenders, and administrative agent and collateral agent in connection with a committed financing – which includes a $50 million revolving credit facility, a $320 million first-lien term loan facility and a $130 million second-lien term loan facility – for the acquisition of Cambium Learning Group, Inc. by Veritas Capital and its affiliates.

Represented UBS Securities LLC, as lead arranger, and UBS AG, Stamford Branch, as a lender, in connection with a $300 million first-lien term loan facility for the acquisition of Seawolf Resources Holdings LP, a leader in the groundwater production industry, by an affiliate of KLR Group Investments LLC.

Represented Goldman Sachs Bank USA and Goldman Sachs Bank USA in connection with a committed financing – which includes a $75 million revolving credit facility, a $600 million first-lien term loan facility and a $175 million second-lien term loan facility – for the acquisition of GE Healthcare’s Value-Based Care Division by Veritas Capital and its affiliates.

Represented Midland Basin Partners in connection with the formation of a strategic financial partnership with Orion Energy Partners via a $75 million credit facility from Orion Energy. The funds will finance Midland Basin’s existing midstream platform focused on water infrastructure.

Represented VICI Properties 1 LLC as borrower in connection with a credit facility comprised of a $2.2 billion term loan and a $400 million revolving credit facility.

Represented Piper Jaffray & Co., in connection with a Rule 144A/Regulation S offering by The Savings Bank Life Insurance Company of Massachusetts of $57,320,000 aggregate principal amount of 6.50% surplus notes due 2047.

Represented Riverstone Credit Partners L.P. and its affiliates in connection with a second lien term loan credit facility in an aggregate principal amount of $160 million extended to Cona Resources Ltd. The proceeds were used to repurchase its outstanding 7.25% notes due 2022.

Represented Cantor Fitzgerald & Co., as the lead book-running manager, in an offering of 23,625,084 shares of the common stock of Sorrento Therapeutics Inc. The offering included the option for certain underwriters to purchase up to an aggregate of 3,543,763 additional shares.

Represented BMO Capital Markets Corp., Citibank, N.A., Citizens Bank, N.A., and KeyBanc Capital Markets Inc., as joint lead arrangers and bookrunners in connection with a $225 million credit facility to the U.S., Argentine and Brazilian subsidiaries of Element Holdings II L.P.

Represented Saratoga Partners IV, LP in its acquisition of the assets of the division of Philips Lighting North America Corporation that manufactures xenon lightbulbs for use in cinemas. The acquisition was financed by senior secured term and revolving loan facilities, including a facility for advances under the Export Import Bank of the United States, from PNC Bank, National Association, as lead arranger and administrative agent, and a second lien term loan facility and a preferred stock mezzanine facility provided by Graycliff Mezzanine Partners II, LP.

Represented the initial purchasers, in connection with the offering by Transocean Proteus Limited, a subsidiary of Transocean Ltd., of $625 million aggregate principal amount of 6.25% Senior Secured Notes due 2024. The notes are guaranteed by Transocean Ltd., Transocean Inc. and the owner of the drillship Deepwater Proteus, which serves as security for the notes. The notes are also secured by proceeds from a drilling contract between the Transocean entity that operates the drillship and a subsidiary of Royal Dutch Shell plc. The net proceeds from the offering will be used for the purpose of partially financing the construction, improvement, alteration or repair of the Deepwater Proteus and to fund a debt service reserve.

Represented the joint lead arrangers and administrative agent in connection with the $793 million financing for Riverstone Holdings' (Fieldwood Energy LLC) acquisition of certain offshore Gulf of Mexico and onshore Gulf Coast oil and gas assets from SandRidge Energy Inc.

Represented Advanced Lighting Technologies Inc., a manufacturer of lighting materials and finished lighting products, in the exchange of $164.63 million aggregate principal amount of its 10.50% senior secured notes due 2019 for $173.27 million aggregate principal amount of 12.50% senior secured PIK notes due 2019 and shares of its Series C Preferred Stock.

Represented BMO Capital Markets in connection with a $150 million incremental loan to Lannett Company Inc. Lannett used the proceeds of the incremental loan to refinance outstanding indebtedness.

Represented a syndicate of lenders with respect to several credit facilities for Fieldwood Energy LLC. A group of Fieldwood Energy’s existing second lien lenders provided $386.7 million of new money first lien loans (the RBTL), which were made as incremental loans pursuant to the company’s existing First Lien Term Loan Credit Facility. The proceeds of the RBTL were used to refinance all of the company’s outstanding reserve based revolving loans. These lenders also exchanged outstanding second lien term loans for a new $517.5 million first lien last out term loan.