O’Melveny Worldwide

Ryan Cicero focuses his practice on handling finance and other corporate matters within the energy, industrial, and digital asset sectors. He advises both lenders and borrowers on a variety of secured lending transactions, including senior, second lien, third lien, and mezzanine loans; syndicated loans; project loans; and structured commodity agreements. He also regularly counsels on complex intercreditor arrangements, debt restructurings, and debtor-creditor disputes. Chambers USA ranked for five consecutive years in Banking & Finance – Texas, Ryan has been hailed as “…hard-working, smart, well organized and practical” as well as “…very responsive, thoughtful and a trusted adviser.”

Select Significant Matters

Oil & Gas Finance

  • An oil and gas company, as borrower, in a deposit loan facility in connection with the acquisition of certain oil and gas assets in Texas and Louisiana.
  • An oil and gas company, as borrower, in a senior secured structured finance facility, including hedging and market exclusivity, negotiated concurrently with an asset drop-down and ABS issuance involving KKR.
  • A leading Rocky Mountain independent natural gas producer in its reserve-based lending facility with aggregate commitments of US$500 million secured by operated properties in Wyoming.
  • A private oil and gas company specializing in operating assets and their corresponding midstream infrastructure in its reserve-based lending facility secured by properties across several basins.
  • Natural gas producer Comstock Resources, Inc. in its reserve-based lending facility with an initial borrowing base of US$2.0 billion and an elected commitment of US$1.5 billion.
  • A sponsor-backed exploration and production company in a syndicated reserve-based lending facility with aggregate commitments of approximately US$400 million secured by operated and non-operated oil and gas properties in the Permian Basin, Central Basin Platform and Delaware Basin.
  • A sponsor-backed exploration and production company in an acquisition financing of non-operated oil and gas properties in the Permian and Denver-Julesburg basins with aggregate commitments of approximately US$250 million.
  • A sponsor-backed exploration and production company in an acquisition financing of operated and non-operated oil and gas properties in the Bakken basin with aggregate commitments of approximately US$250 million.
  • J.P. Morgan Ventures Energy Corporation, as royalty owner, in purchase of an approximately US$222 million volumetric production payment transaction for Antero Resources.
  • Citibank N.A., as administrative agent, in the US$750 million secured reserve-based oil and gas borrowing base credit agreement for a privately held offshore exploration and production company.
  • A sponsor-backed midstream company, as borrower, in a secured US$50 million loan facility with a nationally recognized bank as administrative agent and lender.
  • Toronto-Dominion (Texas) LLC, as first lien administrative agent, in connection with the amendment and restatement of a US$750 million syndicated reserved-based loan to W&T Offshore, a deep water Gulf of Mexico oil and gas producer.
  • A sponsor-backed exploration and production portfolio company, as borrower, in a secured oil and gas reserve-based borrowing base credit facility of up to US$50 million with a nationally recognized bank as administrative agent and lender.
  • A sponsor-backed exploration and production portfolio company, as borrower, in a secured oil and gas reserve-based borrowing base credit facility of up to $US90 million with a nationally recognized private investment firm as Administrative Agent and Lender.
  • A major French bank as Administrative Agent in several reserve-based borrowing base credit facilities.
  • A lending affiliate of a major money center bank as Administrative Agent in a US$500 million borrowing base exit credit facility with Energy XXI Gulf Coast, Inc., secured by oil and gas properties in the Gulf of Mexico.
  • A major Canadian bank as Administrative Agent in a syndicated US$300 million acquisition financing of oil and gas properties in Colorado.
  • Citibank, N.A. as Administrative Agent in a US$1.7 billion Reserve-backed borrowing base loan to Fieldwood Energy.

Energy Transition Finance

  • A renewable energy sponsor in a senior secured construction, tax equity, term loan and back leverage facility of US $120 million with a nationally recognized bank as lender and administrative agent, including concurrent negotiations to amend an existing mezzanine development facility to provide for the transfer of certain projects into the senior collateral package.
  • A renewable energy sponsor in a senior secured construction, tax equity and term converting facility of US $128 million with a nationally recognized bank as lender and administrative agent, in connection with scaling a developer’s portfolio of community solar projects.
  • A renewable energy sponsor in an incremental facility with a nationally recognized private credit fund as administrative agent and lender in connection with the development of additional projects.
  • An independent multi-national energy commodities trading company in its investment in various renewable natural gas projects as lender via note purchase agreements.
  • A renewable power company specializing in development and operation of distributed solar energy and storage, as borrower, in its development capital term loan facility with aggregate commitments of US$60 million.

Private Equity

  • A retail and entertainment company, as borrower, in a “last-in, first-out” unitranche loan facility in connection with an acquisition of assets out of Chapter 11 bankruptcy protection.
  • A sponsor-backed manufacturer, marketer and distributer of a line of finished lubricants in its senior secured asset-based credit facility with term loan and revolving loan commitments.
  • A sponsor-backed national full-service managed IT service provider in its senior secured credit facility in connection with several add-on acquisitions.
  • A private equity firm in its leveraged buyout of a full-service public affairs and communications firm consisting of a term loan and revolving credit facility provided by a direct lender.
  • A private equity firm in its leveraged buyout of a company specializing in bulk storage and processing of chemicals consisting of a term loan of approximately US$140 million and a revolving facility with aggregate commitments of approximately US$15 million.
  • A sponsor-backed portfolio company specializing in a cloud-based point-of-sale software in its leveraged buyout of a software company consisting of a term loan of over US$200 million and a revolving facility with aggregate commitments of approximately US$20 million.
  • A sponsor-backed healthcare technology and support provider, as borrower, in a US$39 million credit facility provided by a nationally recognized commercial bank.
  • A sponsor-backed semi-trailer and storage container rental business, as borrower, in connection with first and second lien credit facilities.
  • A sponsor-backed regional leader in healthcare laundry services, as borrower, in a US$47.5 million multi-lender credit facility.
  • A sponsor-backed manufacturer and distributor of abrasives and blasting equipment in cross-border first and second lien credit facilities.
  • A sponsor-backed records retrieval service provider in a US$133 million credit facility with a nationally recognized credit provider.

Private Credit/Direct Lending

  • An Austin based private credit fund, as administrative agent and lender, in connection with a secured term loan facility to an online customer-delivery service.
  • A Dallas based family office, as lender, in US$42.5 million senior secured loans to two physician groups with corporate practice of medicine law implications.

Digital Asset Finance

  • A cryptocurrency miner, as issuer, in a Rule 506(c) private placement of 1,000 BTC in Bitcoin-denominated promissory notes, secured by a first-priority all assets lien.
  • A syndicate of lenders in a US$123.5 million term loan acquisition financing to a borrower formed to be an owner and operator of fully integrated environmentally clean bitcoin mining facilities in the United States.
  • A multi-national social trading and multi-asset brokerage company in negotiating a master loan and security agreement provided by a full-service financial provider in the digital asset space.

Admissions

Bar Admissions

  • Texas

Education

  • The University of Texas at Austin, J.D.: with honors; Managing Editor, The Review of Litigation; Staff Editor, Texas International Law Journal
  • University of Houston, B.A., History, Minor in Psychology: magna cum laude

Honors & Awards

  • Recognized by Best Lawyers in America for Banking and Finance Law in Houston, TX (2021-2026)
  • Ranked by Chambers USA for Banking & Finance – Texas (2020-2025)
  • Named an “Up and Coming” lawyer, Banking & Finance – Texas, Chambers USA (2021-2023)
  • Recommended by The Legal 500 US for Energy Transactions: Oil and Gas, Energy: Renewable/Alternative Power, and Project Finance (2023)

Professional Activities

Select Publications and Lectures

  • “Lessons from the Downturn: Oil and Gas Debt and Equity Finance,” Texas Journal of Oil, Gas and Energy Law Symposium, February 2017
  • Co-author, “Responding to Negative Recommendations from Proxy Advisors on Say-on-Pay Proposals: Tactics Used by Reporting Companies in the 2011 Proxy Season,” Bloomberg Securities Law Report (January 6, 2012)
  • Note, “Not Worth the Paper It’s Printed On: The Argument for Repealing EMTALA and Replacing it with a Federal Malpractice Statute,” 29 REV. LITIG. (Winter 2010)