• Richard E. Farley advises and represents some of the world’s leading commercial and investment banks in sophisticated and complex domestic and international financing transactions, in particular leveraged buyout financings, recapitalizations and refinancings. Richard’s work on behalf of these clients includes syndicated financing transactions and private placements, acquisition financing, asset-based financing, first and second lien debt transactions, high-yield debt issuances, loan assignments and participations, and project finance.

    Richard represents global banking and finance companies in numerous transactions. Among his most notable work, he advised the lead arrangers, lenders and administrative agent in a $4.3 billion senior secured term loan and a $750 million senior secured ABL facility in connection with the acquisition of PetSmart by BC Partner; the joint lead arrangers in the $1.16 billion acquisition financing for Apollo Global Management’s acquisition of CEC Entertainment, Inc., the operator of 577 Chuck E. Cheese’s restaurants; and the administrative and collateral agent, and lead arrangers, in connection with the financing for the $3.75 billion acquisition by Riverstone Holdings of certain offshore oil and gas assets of Apache Corp.

    In addition to his work on behalf of clients, Richard dedicates significant time to civic and community organizations. He serves as the chair of the board of directors of the Allison Gertz Foundation, which provides AIDS education to children and young adults in New York City, and as a member of the board of directors of The Common Good, a nonprofit and nonpartisan organization dedicated to finding common ground and encouraging civic engagement essential for a thriving democracy. He is also a member of the board of directors of Re-Act to Film, an organization that leverages the best documentary filmmaking to promote social responsibility and spark civic engagement through its educational programs in high schools and colleges across the country, and a member of the Committee on Film of the Museum of Modern Art.

    Richard is the author of Wall Street Wars – The Epic Battles with Washington that Created the Modern Financial System, a book on the creation of modern financial regulation during President Franklin Roosevelt’s first term of office. In 2012, he received Bloomberg BNA’s Burton Award for Legal Achievement, Best Law Firm Writers.

    Experience

    • Represented VICI Properties Inc. (VICI), a NYSE-listed REIT, in its $17.2 billion strategic acquisition of MGM Growth Properties LLC.

    • Advising VICI in its acquisition of the Venetian Resort’s real estate in Las Vegas from Las Vegas Sands Corp.

    • Represented Argand Partners LP in in its acquisition of Midwest Can Company LLC and Container Specialties Inc., a leading manufacturer of portal fuel containers, from GenNx360.

    • 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 BMO Capital Markets Corp., Bank of America N.A., JPMorgan Chase Bank N.A., Silicon Valley Bank and MUFG Union Bank N.A. as joint lead arrangers and co-syndication agents; Bank of the West, BBVA USA, Citizens Bank N.A. and Regions Bank as co-documentation agents; BMO Capital Markets Corp., Bank of America N.A., JPMorgan Chase Bank N.A., Silicon Valley Bank, MUFG Union Bank N.A, Citizens Bank N.A., BBVA USA, Regions Bank, Bank of the West, UMPQUA BANK, City National Bank, Cadence Bank N.A., Huntington National Bank, Siemens Financial Services Inc. and Goldman Sachs Bank USA as lenders; and Bank of Montreal as administrative 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, Barclays Bank PLC, 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 RBC Capital Markets, Barclays Bank PLC and BMO Capital Markets Corp. as lead arrangers; Royal Bank of Canada, Barclays Bank PLC, Bank of Montreal and Chain Bridge Opportunistic Funding, LLC as initial lenders; and Royal Bank of Canada as 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, Barclays Bank PLC 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 with Goldman Sachs Bank USA as administrative agent; Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc., Merrill Lynch, Pierce, Fenner & Smith Inc., JPMorgan Chase Bank N.A., Citigroup Global Markets Inc., and Barclays Bank PLC as joint lead arrangers and bookrunners; and Credit Suisse Securities (USA) LLC, UBS Securities LLC and Citizens Bank N.A. as co-arrangers.

    • 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 Piper Jaffray & Co., Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Credit Agricole Securities (USA) Inc., DNB Markets, Inc., MUFG Securities Americas Inc., BNP Paribas Securities Corp., Standard Chartered Bank and BNY Mellon Capital Markets, LLC, as 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 Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Inc. and Goldman Sachs Bank USA as joint lead arrangers and Citibank, N.A. as 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.

    • Represented Citigroup Global Markets Inc., Barclays Bank PLC, Nomura Securities International, Inc., Jefferies Finance LLC, RBC Capital Markets, and Macquarie Capital (USA) Inc. as joint lead arrangers and Citibank, N.A. as administrative agent in connection with a $4.3 billion senior secured term loan and a $750 million senior secured ABL facility in connection with the acquisition of PetSmart by BC Partners.

    • Represented Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, and Goldman Sachs Lending Partners LLC as joint lead arrangers and Morgan Stanley Senior Funding, Inc. as administrative agent in connection with a $410 million first lien term loan facility, a $50 million first lien cash-flow revolving facility and a $150 million second lien term loan facility for the acquisition of PODS by The Ontario Teachers' Pension Plan’s Long-Term Equities Group.

    • Represented Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Inc. and Goldman Sachs Bank USA as joint lead arrangers and Citibank, N.A. as 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 Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Inc. and UBS Securities LLC as joint lead arrangers in the $1.16 billion financing for the acquisition by Apollo Global Management of CEC Entertainment, Inc., which operates 577 Chuck E. Cheese’s restaurants.

    • Represented UBS AG, Stamford Branch as administrative agent in connection with a $250 million asset-based revolving credit facility, ING Capital LLC as administrative agent in connection with a $61.7 million term loan, and UBS Securities LLC, ING Capital LLC, HSBC Securities (USA) Inc., Natixis, New York Branch and Sumitomo Mitsui Banking Corporation as joint lead arrangers in connection with credit facilities, the proceeds of which at closing were used to partially finance the acquisition of John Deere Landscapes LLC, a unit of Deere & Company’s Agriculture & Turf segment, by Clayton, Dubilier & Rice, LLC.

    • Represented Citibank, N.A., as administrative and collateral agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as lead arrangers, in connection with the financing for Riverstone Holdings' (Fieldwood Energy LLC) acquisition of certain offshore oil and gas assets of Apache Corp. for $3.75 billion.

    • Represented Morgan Stanley, Goldman Sachs, and UBS Investment Bank in connection with the $850 million financing of the acquisition by private equity firm Centerbridge Partners, L.P., of a 40 percent interest in, and the related recapitalization of, syncreon Ireland B.V., which, following the consummation of these transactions, is indirectly controlled by a fund affiliated with GenNx360 Capital Partners, L.P., investment funds sponsored by Centerbridge and other investors.

    • Represented RBS Securities Inc., J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA) Inc., Wells Fargo Securities LLC, BBVA Securities Inc., KeyBanc Capital Markets Inc., UBS Securities LLC, Natixis Securities Americas LLC, Global Hunter Securities LLC, Fifth Third Securities Inc., and U.S. Bancorp Investments Inc. as initial purchasers of $250 million aggregate principal amount of senior notes of Clayton Williams Energy Inc.

    • Representation of UBS Securities LLC, Barclays Capital, and BMO Capital Markets in the $250 million bond offering by Shale‑Inland Holding, LLC.

    • Represented Bank of America Merrill Lynch in the $600 million financing for Midstates Petroleum Company, Inc.’s acquisition of Mississippian Lime Oil Properties.

    • Representation of Morgan Stanley and Wells Fargo in the $300 million financing for Wabash National's acquisition of Walker Group Holdings.

    • Representation of RBC Capital Markets, and BMO Capital Markets in $1.6 billion acquisition of 99 Cents Only Stores by Ares Capital Management LLC and Canada Pension Plan Investment Board.

    Credentials

    Education

    • J.D., University of Virginia School of Law, 1991
    • B.A., magna cum laude, Rhode Island College, 1988

    Bar Admissions

    • New York

    Professional Affiliations

    • Allison Gertz Foundation, Chair, Board of Directors
    • Museum of Modern Art, Member, Committee on Film
    • Herbert G. Birch Services, Board of Directors
    • The Common Good, Board of Directors
    • Re-Act to Film, Board of Directors
    • New York Bar Association