Finance

Clients rely on the Paul, Weiss Finance Group to help them navigate the legal complexities of novel and multi-dimensional financing structures. Our versatile finance practitioners work closely with our corporate, tax, real estate and bankruptcy lawyers to provide seamless advice and innovative solutions to address our clients’ financing needs related to all types of corporate transactions and capital structures. The group has particular experience in leveraged finance, structured finance and securitization, project finance and infrastructure, and derivatives and structured products.

Leveraged Finance

The leveraged finance practice at Paul, Weiss provides sophisticated and experienced counsel to clients in structuring, negotiating and closing the financing necessary to complete all types of leveraged transactions, including acquisitions, recapitalizations, refinancings, workouts and other restructurings. Our clients include both financial and strategic buyers, financial institutions, hedge funds and companies engaged in a variety of industries. We regularly counsel clients on:

• syndicated loan facilities
• private note placements
• asset-based financings
• mezzanine and second-lien debt
• bridge loans
• amendments and refinancings
• DIP and exit facilities.

Our clients rely on us to advise, negotiate and assist in every aspect of the transaction. We recognize the need for efficiency and quick response time, creative solutions and closing financings in a timely manner. We provide support in the initial structuring of the deal, advice on market terms and customs, and assistance in the drafting and negotiating of all relevant documents, including:

• commitment letters
• term sheets
• credit agreements
• note purchase agreements
• collateral documents and guarantees
• intercreditor arrangements
• related hedging agreements including interest rate swaps.

We continue to serve our clients post-closing to help interpret agreements, assist in document compliance and, if necessary, work on and obtain amendments. Our finance lawyers work closely with our tax, ERISA, intellectual property and environmental practices to handle any specialized documentation questions that may arise. We also work with our M&A, Capital Markets and Funds Groups to provide seamless execution and positive results.

Structured Finance and Securitization

The Paul, Weiss Finance Group has significant experience in all aspects of structured finance transactions in domestic and international arenas. Our greatest strength is our interdisciplinary approach, which enables our structured finance lawyers to bring together the extensive experience of lawyers in the firm’s other practices on teams specifically assembled to address each client matter.

We pride ourselves on our responsiveness and efficiency, as well as our ability to anticipate and resolve business and legal impediments to completing complex transactions. We are adept at handling both traditional types of asset securitizations and novel transactions involving unusual structures or assets. We have particular strength in structures involving:

• intellectual property (including drug and restaurant royalty transactions)
• structured settlements and lotteries
• sports finance
• equipment leases
• collateralized debt obligations
• commercial real estate
• trade receivables
• franchise loans
• contract right receivables
• new asset classes
• energy and stranded cost securitization
• workouts, restructurings and liquidations.

Lawyers in our group are particularly recognized for our work in connection with the securitization of intellectual property royalties and contract rights such as lottery awards and structured settlements. We have provided extensive legal advice to insurance companies and finance companies regarding credit derivatives, equity derivatives, repurchase agreements and other derivatives-based elements of structured finance transactions.

Project Finance and Infrastructure

Paul, Weiss has an active practice in international and domestic project finance and construction. Our project finance and infrastructure practice provides counsel on all aspects of project development, construction financing and term financing across a full range of projects, including:

• power plant complexes, including wind and geothermal, as well as gas and coal-fired facilities
• biofuel production facilities
• oil and gas facilities
• satellite and telecommunications projects
• sports arenas and stadiums
• mining
• theme parks
• manufacturing complexes.

We assist our project finance clients with the most current and sophisticated financing structures, and our attorneys advise on all aspects of construction and term financing, including:

• 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.

Paul, Weiss has also been active in numerous transactions involving a wide variety of innovative clean and renewable technologies. Our lawyers have done significant work in the areas of smart grid, demand response and advanced metering initiative (AMI) technologies, solar energy, polysilicon manufacturing, fuel cell technology, geothermal power, hydropower, innovative technologies such as hydrogen technologies and others.

We have substantial experience and unique expertise representing clients throughout the transactional cycle, including the drafting and negotiation of term sheets, diligence, drafting legal memoranda, drafting, negotiating and analyzing complex transaction documents, drafting and negotiating guarantees, preparing and filing financing statements, preparing and negotiating legal opinions (including in respect of local jurisdictions), analyzing project documents, and attending to closing and post-closing matters.

Derivatives and Structured Products

Our derivatives and structured products attorneys have extensive experience in the design, negotiation and execution of a wide range of derivatives instruments and transactions relating to a variety of underlying asset classes, including equities, credit, distressed debt, fund-linked products, commodities, FX and interest rates. We are regularly involved in the structuring of derivatives instruments for financing, hedging, leverage and synthetic exposure purposes and the resolution of related credit, regulatory, legal and risk management issues. We work closely with the firm’s other practice areas to assist with derivatives aspects of other transactions and draw on their expertise to provide a complete derivatives product offering.

The Derivatives and Structured Products Group has particular strength in negotiating and implementing comprehensive derivatives documentation infrastructures, including ISDA Master Agreements and collateral arrangements, repurchase agreements, master confirmation agreements, DTCC Deriv/SERV user documentation, distressed debt trading documentation, participation agreements, security lending agreements, prime brokerage relationships and all types of swap, option and forward confirmations.

We represent financial institutions, funds and their investment advisers, and corporate entities in the design and negotiation of OTC derivatives products. We are familiar with market approach, terms and developments from both the dealer and end-user perspectives.

Representative Matters

• We represented the U.S. Department of Energy (DOE) in connection with its $1.4 billion loan arrangement for Nissan North America, Inc. and its $465 million loan arrangement for Tesla Motors, Inc. The loan proceeds will be used to build or retool manufacturing facilities in Tennessee and California for the production of all-electric vehicles and related components. These transactions are part of DOE's $25 billion Advanced Technology Vehicles Manufacturing loan program to promote the development of fuel-efficient vehicles in the United States.
• We assisted AbitibiBowater Inc., one of the world's largest producers of newsprint, commercial printing papers, market pulp and wood products, in the securitization of $270 million in accounts receivable. The proceeds from the securitization will provide financing to the company during its insolvency proceedings pending in Canada and the United States.
• We represented The Bon-Ton Stores, Inc., a public company that operates approximately 278 regional department stores in 23 states, in connection with a $675 million senior secured revolving credit facility and a $75 million second lien term loan facility. The proceeds of both facilities were used to refinance Bon-Ton's existing senior credit facility and to provide the company with increased liquidity.
• We represented New Dawn Satellite Company Ltd., a joint venture controlled by our long-standing client Intelsat (the world's leading provider of fixed satellite services), in connection with the first bank-led non-recourse project financing for the construction and launch of a satellite. The new satellite will offer wireless, broadband and television programming to Africa.
• We represented Sumitomo Corporation as it completed the Tanjung Jati B Expansion Project in Indonesia, one of the first large-scale coal-fired power plant projects in Asia and the first in Indonesia to close since the start of the credit crisis. Sumitomo is the sponsor, developer and EPC contractor for the project. This deal won the IFLR Asia 2009 Award for the “Project Finance Deal of the Year.”
• We represented Wendy’s/Arby's Restaurants, LLC, a subsidiary of Wendy’s/Arby’s Group, Inc., in the amendment and restatement of its senior secured credit facility that covers all of its Wendy’s and Arby’s restaurant operations.
• We represented bondholders of CIT Group Inc. in structuring and documenting $3 billion of emergency financing in under 72 hours, enabling CIT to avoid bankruptcy for long enough to negotiate with its creditors and the government. We then represented them in negotiating 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. The reorganization was accomplished in less than 45 days.
• We advised a leading investment banking firm in its roles as mezzanine agent and mezzanine lender in the closing of a $300 million film fund which was formed to finance the development, production and acquisition of mid-budget feature films.
• We represented Sony Corporation of America in its efforts to assist pop star Michael Jackson in a $300 million refinancing. Sony and trusts associated with Jackson are 50/50 owners of Sony/ATV Music Publishing LLC, one of the world’s largest music publishers, which owns or administers more than 750,000 copyrights. As part of the transaction, Sony provided asset-based credit support and the parties restructured certain aspects of the Sony/ATV joint venture.
• We represented Swiss Reinsurance Company in connection with the financing of its £762 million acquisition of Barclays Life Assurance Company Ltd. from Barclays Bank PLC.
• We represented Silver Point Finance, LLC, as agent, in the refinancing of outstanding convertible notes of Vonage Holdings Corp., a leading provider of broadband services. Vonage used net proceeds from the $220 million of new first-, second- and third-lien debt to repurchase the old notes.
• We represented The Goldman Sachs Group, Inc. as exclusive placement agent for a leading film production and distribution company’s launch of a $285 million fund that will be used to finance the development, production, acquisition and distribution of various Asian-themed films over the next six years.
• We represented a leading investment banking firm 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, Inc.
• the $2.1 billion acquisition of Applebee's International, Inc., the world's largest casual dining brand, by IHOP Corp.
• 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.
• a $245 million securitization of IHOP Franchising, LLC.
• We advised a subsidiary of Las Vegas Sands Corp., the world’s largest gaming company, in the closing of a $5 billion senior secured credit facility. The proceeds were used to refinance an existing bank credit facility, a construction loan and a commercial mortgage-backed security financing. Future proceeds will be used to fund the development and construction of new gaming, hotel, retail, convention center and residential condominium projects.
• We represented the global principal strategies division of a major 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.
• We represented U.S. and foreign investment banks and issuers in structuring and negotiating call spread transactions and share lending arrangements in connection with convertible notes issuances.