January 7, 2026
Willkie represented Bank of America Corporation and its Merrill Lynch commodities business unit in a $850,000,000 municipal bond commodity prepayment transaction.
The transaction involved the issuance of $850,000,000 of municipal bonds by Texas Municipal Gas Acquisition and Supply Corporation VI (“TexGas”), the proceeds of which were used by TexGas to prepay ML Prepay Gas 2, LLC (“MLPG2”), a special purpose vehicle owned by Merrill Lynch Commodities, Inc. (“MLCI”), for the delivery of natural gas over a 30-year period.
The natural gas delivered to TexGas is sold to the Municipal Gas Acquisition and Supply Corporation. In connection with its commodities delivery obligation over the 30 year period, MLPG2 entered into a natural gas swap with BP Energy Company, made a senior term loan to MLCI, entered into a backstop funding agreement with TexGas and The Bank of New York Mellon Trust Company, National Association, executed a natural gas purchase, sale and service agreement with MLCI, and entered into a subordinated loan agreement with MLCI. The municipal bonds were assigned a rating of A1 by Moody’s. The transaction priced and closed in December 2025.
The Willkie team was led by partner John R. Thomas and included associates Kara Ryczek and Lisa Shakhnazaryan.