Finance
|
Clients rely on the Paul, Weiss Finance Group to help them navigate the business and legal complexities of novel and multi-dimensional debt financing transactions. Our versatile finance practitioners work closely with our mergers and acquisitions, securities, tax, real estate and bankruptcy lawyers to provide seamless advice and innovative solutions that address our clients’ debt financing needs related to all types of transactions and capital structures.
|
Why Paul, Weiss?
Our Finance Practice Group encompasses a full range of debt financing expertise, including lender and borrower-side leveraged finance transactions, award-winning securitizations, significant project financings and complex derivatives structures across a broad array of industries.
Our private equity and company clients benefit from the deep market experience of our financing lawyers in structuring and negotiating debt facilities to fund acquisitions, asset-based revolving credit facilities, second lien loans and other types of debt. We understand the issues faced by leveraged enterprises, their investors and lenders throughout a company’s life-cycle, from evolving techniques in acquisitions finance through the tensions inherent in distressed situations.
We focus on providing our clients with tailored solutions for their specific needs. We are at the center of some of the most innovative and complex financing matters, including the whole-company securitizations of name-brand franchises and the restructuring of multibillion companies.
Our Practice
The links below describe our extensive experience, including representative engagements, in the following areas:
» Top
Clients
Our Finance Group represents a wide range of borrowers, lenders, noteholders and underwriters. Recent matters have included work on behalf of:
- AbitibiBowater
- Anchorage Capital Group
- Apollo Global Management
- Avenue Capital
- Barclays
- BlackRock
- Bondholders of CIT
- The Bon-Ton Stores
- Caesars Entertainment
- CI Capital
- Citigroup
- FDIC
- Fortress Investment Group
- General Atlantic
- Goldman Sachs
- Harbinger Capital
- Houghton Mifflin
- ING Capital
- Interline Brands
- Kohlberg Kravis & Roberts
- Las Vegas Sands
|
- Liz Claiborne
- Major League Baseball
- Michael Kors Corporation
- Mitsubishi
- New Dawn Satellite
- Norwegian Cruise Line
- Oak Hill
- Oaktree Capital Management
- Oceania Cruises
- Regent Seven Seas Cruises
- Revlon
- Silver Point Finance
- Sony
- Time Warner Cable
- TowerBrook Capital Partners
- U.S. Department of Energy
- Veritable Maritime Holdings
- Vivint
- Wellspring Capital Management
- Wendy’s Group
|
» Top
Industries
We have represented clients in financing matters involving virtually every industry, including:
- Automotive
- Consumer products
- Distribution
- Energy
- Fashion and apparel
- Film and television
- Healthcare
- Hospitality and gaming
- Investment banks
|
- Manufacturing
- Oil and gas
- Power generation
- Private equity and hedge funds
- Restaurants
- Sports
- Telecommunications/satellites
- Transportation
- Travel
|
» Top
Recognitions
Recent awards and acknowledgements include:
- International Financial Law Review named Paul, Weiss a finalist for the honor of “Project Finance Deal of the Year” for our work regarding the satellite project financing for New Dawn Satellite in 2009.
- Asian Counsel named Sumitomo’s Tanjung Jati B transaction “Deal of the Month” and IFLR Asia Award named the same matter “Project Finance Deal of the Year” in 2009.
- Total Securitization named IHOP’s $2.1 billion acquisition of Applebee’s “ABS Deal of the Year” in 2008.
- The American Lawyer recognized Jordan Yarett as a “Dealmaker of the Year” in 2007 for his work on the Dunkin’ Brands Inc.’s whole business securitization.
- U.S. Securitization Awards named our Dunkin’ Brands securitization work “Asset Backed Securities Deal of the Year” in 2007.
» Top
Leveraged Finance
The leveraged finance group at Paul, Weiss provides counsel to clients who structure and negotiate all types of leveraged finance transactions, including acquisitions, recapitalizations, refinancings and restructurings. Our clients include financial and strategic buyers, financial institutions, hedge funds and companies engaged in a variety of industries. We provide a tailored approach to helping our clients achieve their business objectives. While we are exceptionally familiar with market terms and customs, we have found that offering creative solutions to otherwise intractable issues is our greatest virtue.
We counsel clients on:
- syndicated loan facilities
- bridge loans
- private note placements
- asset-based financings
- mezzanine and second-lien debt
- amendments and refinancings
- margin loans
We serve clients after closing to help interpret agreements, assist in document compliance and, if necessary, work on and obtain amendments and other modifications. We work closely with Paul, Weiss’s mergers and acquisitions, capital markets, funds, tax, ERISA, derivatives, intellectual property and environmental lawyers to provide seamless execution.
Representative Matters Include:
- Rock Gaming LLC (a joint venture between Caesar’s Entertainment Corporation and Rock Gaming) in a $380 million high yield bond issuance and a $300 million senior secured credit facility to finance the building of casinos in Cincinnati and Cleveland.
- TPG Capital, Oaktree Capital Management and JH Investments in the arranging of a $625 million sponsor bridge loan facility and a $75 million revolving credit facility, as part of the financing to purchase, the North American subsidiaries of U.K.’s second-largest home builder Taylor Wimpey plc.
- Apollo Global Management in obtaining a $35 million senior secured revolving facility and a $360 million second lien bridge loan facility to finance its $560 million leveraged acquisition of CKx, Inc., an entertainment business that co-owns the rights to American Idol and So You Think You Can Dance as well as the name and likeness rights of Elvis Presley and Muhammad Ali.
- Revlon Consumer Products Corporation in an $800 million term loan facility and a $140 million asset-based revolving loan facility used to refinance its existing credit facilities.
- Oak Hill Capital Partners in a $250 million senior secured credit facility to finance Oak Hill’s portfolio company Physician Oncology Services, LP’s acquisition of Vantage Oncology, Inc.
- The Bon-Ton Stores in a $675 million senior secured revolving credit facility and a $75 million second lien term loan facility used to refinance Bon-Ton’s existing senior credit facility and provide the company with increased liquidity.
- Time Warner Cable Inc. in a $4 billion three-year revolving credit facility used to refinance its existing revolving credit facility.
- Oaktree Capital Management and its portfolio company Tekni-Plex, Inc .in a $285 million term loan facility and a $60 million asset-based revolving credit facility used to refinance existing debt and provide the company with increased liquidity.
- Spectrum Brands, Inc. in $1.8 billion of new financing to enable its acquisition of Russell Hobbs, Inc. This included refinancing Spectrum Brands’ and Russell Hobbs’ existing senior debt through a $750 million senior secured term loan, a new $750 million senior note issuance secured ratably with the term loans and a new $300 million ABL revolving facility.
» Top
Restructuring and Distressed Investments
Paul, Weiss helps companies, financial sponsors, creditors and investors in a broad range of out-of-court transactions involving financially distressed companies and investments.
We represent companies and their equity sponsors in transactions ranging from comprehensive restructurings of over-leveraged balance sheets to renegotiations, workouts and amendments of all types of debt facilities. We advise companies on innovative solutions to capital structure challenges and assist companies and sponsors in optimizing capital market opportunities, including debt buyback and debt exchange transactions.
We also represent private equity funds, hedge funds and other financial institutions in their capacity as creditors of distressed companies in out-of-court restructurings, as investors in “loan to own” transactions and in the acquisition and sale of distressed debt and other financial assets.
Our tax, bankruptcy, mergers & acquisitions, litigation, securities, intellectual property and real estate lawyers coordinate to address our clients’ needs in unique and challenging situations.
Representative Matters Include:
- Caesars Entertainment Corporation*
- in two private debt exchange offers by its wholly owned subsidiary, Caesars Entertainment Operating Company, Inc. (CEOC), in which debtholders tendered certain debt securities of CEOC in exchange for approximately $4.8 billion of new second lien notes and cash, retiring over $8 billion of unsecured and subordinated notes and reducing outstanding debt by over $3.4 billion.
- in the restructuring of its $6.5 billion commercial mortgage-backed securities (CMBS) financing, which is secured by six casinos in Nevada and Atlantic City. The restructuring involved the amendment of the mortgage loan and nine tranches of mezzanine debt, and resulted in a discounted reduction of over $1.1 billion in mezzanine debt.
- in its acquisition, via consensual financial restructuring, of the Planet Hollywood Resort & Casino (PHRC). The transaction, which was valued at $620 million, was specifically structured to isolate and contain post-closing liabilities, and was accomplished via the purchase of the equity of a new entity that received the assets and specified liabilities of PHRC.
- Houghton Mifflin Harcourt Publishing Company in the restructuring of over $7 billion of its secured debt and the investment of $650 million of new equity capital in the company by leading institutional investors.
- Bondholders of CIT Group Inc. in the structuring of $3 billion of rescue financing, enabling CIT to avoid bankruptcy for long enough to negotiate with its creditors and the government. We then negotiated a prepackaged reorganization plan to provide $4.5 billion in chapter 11 financing and to restructure approximately $33 billion in debt, reducing CIT’s total debt by $10 billion.
- Oaktree Capital Management as lender in the refinancing of $1.2 billion of defaulted third party debt of a private equity portfolio company.
- Ad-Hoc Committee of Trico Marine Senior Noteholders with a $22 million rescue loan, which was entered into as part of a $400 million overall debt restructuring plan.
» Top
Structured Finance and Securitization
The Finance Group has significant experience in all aspects of international and domestic structured finance transactions. According to
The American Lawyer, “when the circumstances demand innovative solutions, [Paul, Weiss] … lawyers distinguish themselves.” We anticipate and resolve business and legal hurdles to completing complex transactions. Our greatest strength is our interdisciplinary approach: Our structured finance lawyers bring together the extensive experience of lawyers in the firm’s other practices on teams specifically assembled to address each deal.
We specialize in transactions with unusual structures or assets, including workouts and restructurings of structured finance and securitization transactions. We have helped put together deals for a broad range of asset classes, including franchises, alarm receivables, trade receivables, intellectual property, patent royalties, equipment leases, billboards and contract rights, such as lottery awards and structured settlements. We also have particular expertise in the media and entertainment industry, having developed an array of innovative structures from sports financing to film financing slate deals.
Additionally, we counsel clients on:
- whole-business securitizations
- operating assets (including franchise, entertainment, lease and IP)
- DIP securitization
- restructuring of prepetition indebtedness
- secured revenue note offerings
- commercial paper securitizations
- issuance of structured sale guaranteed notes
Representative Matters Include:
- Barclays Capital Inc.
- and Goldman, Sachs & Co. in a $600 million refinancing securitization of all of the franchise and real estate assets of Sonic Corp. The refinancing consisted of $500 million of senior fixed rate term notes and up to $100 million of senior secured revolving floating rate notes.
- as sole structuring advisor and lead bookrunning manager, and Morgan Stanley as joint bookrunner, in connection with a $355 million offering of securitized billboard revenue notes for Adams Outdoor Advertising Limited Partnership. The notes were secured by the revenues generated by Adams Outdoor’s billboard assets.
- as underwriter for a $245 million of securitized debt consisting of senior fixed rate term notes and a senior secured revolving floating rate note, which were secured by the franchise revenues of domestic and international Church’s Chicken and Texas Chicken-branded restaurants and substantially all assets of U.S. Church's Chicken-branded restaurants.
- Lehman Brothers in its role as sole structuring adviser, joint lead arranger and joint bookrunner in the closing of four cutting-edge asset securitizations:
- a $1.85 billion securitization of the revenue generating assets of Domino’s Pizza;
- the $2.1 billion acquisition of Applebee’s, the world’s largest casual dining brand, by IHOP;
- a $542 million securitization of the assets of two subsidiaries of Local Insight Media, a leading provider of print yellow pages and Internet-based local search services; and
- a $245 million securitization of IHOP Franchising.
- Goldman Sachs as placement agent of $40 million of senior secured bonds issued pursuant to a whole-business securitization by NuCO2. We also represented Goldman Sachs as creditor in restructuring $750 million of debt secured by global television syndication revenue from three dramatic TV series.
- Major League Baseball Industry Wide Securitization Facility in connection with ongoing issuance by multi-billion securitization facilities of securities backed by the league’s national media revenues.
- Citibank as arranger and creditor in the $550 million Beverly One film slate financing for Sony Pictures and Relativity Media.
- Citicorp North America as administrator of $50 billion of commercial paper securitization conduits.
- The FDIC in its corporate capacity and in its capacity as receiver for certain failed financial institutions including the issuance of over $1.4 billion in structured sale guaranteed notes collateralized by over 350 underlying mortgage backed securities transactions. We also represented the FDIC in connection with a joint venture with Starwood Capital Group and TPG that oversees the distressed real estate loans of Corus Bank, valued at approximately $4.5 billion, including the issuance of more than $1 billion of Rule 144A notes.
- The mezzanine investor in Digital Cinema Implementation Partners’ (DCIP) $660-million transaction to finance the acquisition and installation of digital cinema projectors and related equipment in approximately 15,000 movie theater screens across the United States and Canada supported by exhibition payments from film studios.
- Sloan-Kettering in a highly complex financing utilizing an innovative royalties sale.
- Multiple Alarm Companies in the cross-border securitization of alarm and home automation receivables.
» Top
Derivatives and Structured Products
Paul, Weiss offers clients a dedicated team of derivatives lawyers with years of experience in advising both sell-side and buy-side clients in the design, negotiation and execution of a wide range of derivatives instruments and transactions across underlying asset classes (credit, equity, fixed income, distressed debt, commodities and FX).
We structure over-the-counter (OTC) derivatives instruments for financing, hedging, leverage and synthetic exposure purposes and the resolution of related credit, regulatory, legal and risk management issues. We negotiate and implement comprehensive derivatives documentation infrastructures, including International Swaps and Derivatives Association master agreements and collateral arrangements, prime brokerage, repurchase and securities lending agreements. We represent financial institutions, funds and their investment advisers, and corporate entities in their use of OTC derivatives products and are familiar with market approach, terms and developments from both the dealer and end-user perspectives.
OTC derivatives feature prominently in bankruptcy filings, near insolvencies and out-of-court reorganizations. Accordingly, we advise users of derivatives who need to protect and enforce their rights against struggling or bankrupt counterparties, address outstanding derivatives in restructurings or take advantage of strategic investment opportunities.
We monitor the regulatory framework of OTC derivatives markets and advise clients on evolving rules and regulations and their scope and impact on market participants.
Representative Matters Include:
- Total Return Swap-Based Financing Facility – Represented the lender/total return payer in a EUR 1 billion finance facility of mortgage-backed securities through a total return swap.
- Structured Loan Secured by Bankruptcy Claims – Represented the lender in the structuring and negotiation of full recourse loans to hedge funds secured by bankruptcy claims and credit default swap protection.
- Synthetic Leveraged Financings through Total Return Swaps – Represented global distressed investment funds in the structuring and negotiation of total return swaps referencing term loans, revolving credit facilities and swap portfolios to obtain synthetic leveraged exposure to underlying asset positions.
- Insolvency Strategic Advice – Represented a major U.S. bank and its broker-dealer and unregulated affiliates in connection with derivatives claims against Lehman Brothers Holdings Inc. and its affiliates and Chrysler Corp.
- Spin-off of Proprietary Trading Platform and Creation of Hedge Fund – Represented global principal strategies division of a U.S. broker-dealer in the spin-off from the broker-dealer and establishment of an independent hedge fund, including the negotiation of total return swap and repo-based asset transfers, financing agreements, establishment of a prime brokerage, give-up and derivatives trading infrastructure and ongoing trading advice.
- Convertible Note Hedge/Call Spread – Represented U.S. and foreign investment banks and issuers in structuring and negotiating call spread transactions and share lending arrangements in connection with convertible note issuances.
- CDS on CDO Litigation – Represented a major U.S. bank as defendant and counter-plaintiff in a breach of contract action under a credit default swap on collateralized debt obligations with pay-as-you-go or physical settlement.
- CDO Advice – Represented a major U.S. bank in connection with the bank’s rights and obligations in the unwind of various cash and synthetic CDOs and related derivatives, including credit default swaps, funding swaps, liquidity put option transactions and interest rate swaps, as well as connected hedging transactions with bank, broker-dealer and monoline insurance counterparties.
» Top
Project Finance and Infrastructure
Our project finance and infrastructure lawyers advise clients on all aspects of project development, construction financing and term financing across a full range of sectors — from clean technology and renewable energy to satellite and telecommunications projects to the more traditional power plant complexes and oil and gas facilities. We are also active in advising on the project financing of arenas, casinos, theme parks and other entertainment facilities.
We assist our clients with the most current and sophisticated financing structures, and our attorneys advise on all aspects of construction and term financing, including:
- syndicated loans
- note placements
- high-yield offerings
- senior, subordinated and mezzanine tranches
- establishment of offshore collateral accounts and/or trusts
- commercial bank syndications
- export credit agency and multilateral institution financings
- political risk guarantees
- insurance private placements
- Rule 144A offerings
The full resources of the firm are available for each project, including the expertise of our project finance, corporate law, corporate finance, international tax, international trade, technology transfer, environmental law, bankruptcy and creditors’ rights, real estate and dispute resolution lawyers.
Representative Matters Include:
- Greenfield South Power Corporation in the project financing of a 283 MW combined cycle natural gas power generation facility in Ontario, Canada. The financing included the sale of $260 million of second lien notes and warrants to TCW affiliate EIG Management and a first lien letter of credit facility provided by Credit Suisse. The transaction also included various currency and interest rate swaps.
- General Atlantic in its investment in Asian Genco Pte Ltd, an infrastructure company investing in power generation assets in India and in engineering services businesses that aims to be one of the leading power generation platforms in India. AGPL has invested in a portfolio of hydro, thermal and non-conventional generation assets for an aggregate capacity of nearly 4,000 MW under development, much of which is in the form of clean, renewable energy assets.
- International Financial Law Review Asia “Private Equity Deal of the Year” - 2010 (India Awards program).
- Sumitomo Corporation in the restructuring of the 2x660 MW Tanjung Jati B coal-fired power project in central Java, Indonesia following acquisition of the power plant by a project company established by Sumitomo.
- International Financial Law Review “Project Finance Deal of the Year” - 2009.
- New Dawn Satellite Company Ltd., an affiliate of Intelsat, in a $250 million non-recourse project financing for the construction and launch of a new satellite to offer wireless, broadband and television programming to southern Africa.
- Bicent Power in a $342 million leveraged acquisition of a portfolio of generating and transmission assets in California, financed employing a project financing structure.
- International Financial Law Review “Project Finance Deal of the Year” - 2009 (Finalist).
- Beowulf Energy in a $740 million leveraged acquisition of seven independent power production and power facilities, including wind, coal and gas-fired plants, with financing structured as a project financing.
*These transactions were handled by a member of the firm's Finance Practice in his prior legal practice.