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Clients rely on our 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.
- WirePath Home Systems, LLC, a portfolio company of General Atlantic LLC and manufacturer and wholesaler of custom audio/visual products, accessories and software, in its $205 million senior secured credit facilities.
- CDK Global, a leading provider of IT and digital marketing solutions to the automotive retail industry, in a $400 million unsecured term credit agreement.
- An affiliate of Apollo Global Management, LLC in its:
- $2.225 billion senior secured credit facilities in connection with the acquisition of Rackspace Hosting, Inc., a Texas-based cloud-computing company;
- $2.2 billion senior secured credit facilities in connection with the acquisition of Diamond Resorts International, Inc.;
- $1.21 billion senior secured credit facilities in connection with the acquisition financing of Outerwall Inc., a company with a network of movie and video game rental kiosks as well as coin-cashing machines; and
- $3 billion senior secured credit facilities in connection with the merger of The ADT Corporation, a leading provider of monitored security, interactive home and business automation and related monitoring services in the United States and Canada, with Protection 1, a leading full-service business and home security company in the United States.
- Roark Capital Group, as sponsor, in the $825 million senior secured credit facilities in connection with its acquisition of Jimmy John's, an Illinois-based fast-casual brand.
- Virtu Financial, a leading electronic trading firm and market maker on numerous exchanges and electronic marketplaces in equities, fixed income, currencies and commodities, in its $540 million refinancing of existing term loan facility.
- Pet Supermarket, Inc., a portfolio company of Roark Capital Group, in its $605 million credit facilities in connection with the acquisition financing and merger of Canada-based Pet Valu and Florida-based Pet Supermarket.
- Verso Corporation, a leading manufacturer and vendor of coated paper, in its $595 million senior secured credit facilities in connection with its chapter 11 restructuring.
- Norwegian Cruise Line Holdings, LLC in its $2.26 billion senior secured credit facilities in connection with the refinancing of existing indebtedness.
- Cengage Learning, a leading global provider of content and digital learning solutions, in its amended and restated senior secured credit facilities consisting of a $1.71 billion senior secured term loan facility and a $250 million senior secured asset-based revolving credit facility, as well as a $620 million private placement of senior notes.
- Anchor Glass Container Corporation, a leading North American manufacturer of premium glass packaging products and portfolio company of KPS Capital Partners LP, in its $605 million senior secured credit facilities in connection with the refinancing of existing indebtedness, a cash distribution to stockholders and general corporate purposes.
- Hostess Brands in its $1.025 billion first lien credit facility and its $300 million second lien credit facility in connection with the refinancing of existing credit indebtedness.
- Oak Hill Capital Partners, as sponsor, in the $365 million senior secured credit facilities in connection with the acquisition financing of Imagine! Print Solutions, a Minneapolis-based provider of printed in-store marketing solutions.
- Platform Specialty Products Corporation, a specialty chemicals company, in its approximately $1.55 billion increase to its existing multicurrency senior secured credit facility in connection with its acquisition of Alent plc.
- Wellspring Capital Management LLC, as sponsor, in its acquisition financing of AdvoServ, a Delaware-based behavioral healthcare provider.
- A major fashion label in its $1 billion multicurrency senior unsecured revolving credit facility in connection with the refinancing of existing indebtedness.
- Spectrum Brands, Inc. in its approximately $2.4 billion multicurrency credit facility used to refinance all of Spectrum's bank debt and to refinance $300 million of its outstanding bonds.
- Reckitt Benckiser Group Plc in its
- €100 million term loan, $645 million term loan and $50 million revolving loan in connection with the repricing and amendment of current facilities for Indivior Finance LLC, a wholly-owned subsidiary; and
- $800 million bridge loan in connection with the spin-off of RB Pharma, its Virginia-based pharmaceuticals unit.
- Houghton Mifflin Harcourt, a global learning company, in its $800 million senior secured term loan credit facility in connection with the acquisition of the Educational Technology and Services division of Scholastic Corporation, the world's largest publisher and distributer of children's books.
- Sprouts Farmers Market, Inc., a leading specialty grocery chain focusing on fresh and healthy foods, in its $450 million senior secured revolving credit facility in connection with the refinancing of existing indebtedness.
- Nellson Nutraceutical, LLC, a California-based formulator of branded and private-label nutritional bar and functional powder products in North America, in its $378 million credit facility used in part to finance acquisition of Le Groupe Multibar Inc., a Canada-based manufacturer of nutritional and snack bars.
- TowerBrook Capital Partners L.P., as sponsor, in its $290 million term loan and asset-based loan in connection with the acquisition of J.Jill, a Massachusetts-based multi-channel fashion retailer of women's apparel, accessories and footwear.
- Grupo Salinas in its $817 million senior secured credit facilities in connection with the sale of Iusacell SA, Mexico's third largest carrier, to AT&T.
- Cable & Wireless Communications Plc, a U.K.-based telecommunications services provider, in its $390 million secured bridge loan credit facility and $300 million unsecured bridge loan credit facility in connection with the pending acquisition of Columbus International Inc., a telecommunications and technology services provider operating in the Caribbean, Central America and Andean region.
- Bauer Performance Sports (now Performance Sports Group), a leading developer and manufacturer of high performance sports equipment and apparel, in its $450 term loan credit facility and its $200 ABL credit facility in connection with the acquisition of the Easton Baseball/Softball business, from Easton-Bell Sports, now known as BRG Sports, Inc.
- Sabre Industries, Inc., a portfolio company of Kohlberg & Company, in a $320 million senior secured credit facility in connection with its acquisition of FWT, LLC from Satori Capital.
Structured Finance and Securitization
Whole Business Securitizations
- Agrium Inc., a Canadian major retail supplier of agricultural products and services in North and South America, as issuer, in the securitization of its accounts receivable.
- Arby's Restaurant Group, Inc. in connection with the $635 million whole-business securitization of Arby's branded restaurants in the United States, Canada and certain international jurisdictions.
- The Wendy's Company in connection with its $2.275 billion whole-business securitization of its franchise system.
- Driven Brands, Inc., a portfolio company of Roark Capital Group, in its $460 million whole business securitization backed by substantially all of the franchise assets of its automotive brands including Maaco, Meineke, Econo Lube N' Tune and 1-800-Radiator.
- dick clark productions, inc. (dcp), in connection with the issuance of $340 million of notes by a newly-formed subsidiary of dcp backed by revenues from the future production of five annual live event television programs: Dick Clark's New Year's Rockin' Eve, the American Music Awards, the American Country Music Awards, the Billboard Music Awards, and the Golden Globes.
- Dunkin' Brands, Inc. - Advised Guggenheim Partners, as initial purchaser, in connection with Dunkin' Brands, Inc.'s $2.6 billion whole business securitization of its Dunkin' Donuts and Baskin-Robbins restaurant chains.
- DineEquity, Inc. - Advised Guggenheim Partners, as the initial purchaser, in connection with a $1.3 billion securitization of the franchise royalties and certain additional assets of DineEquity, Inc., co-issued by IHOP Funding LLC and Applebee's Funding LLC and guaranteed by certain additional affiliated subsidiaries.
- Adams Outdoor Advertising Inc. - Advised Guggenheim Partners as the initial purchaser, in connection with Adams Outdoor Advertising Inc.'s $450 million refinancing of an existing billboard securitization.
- Domino's Pizza - Advised a major investment bank, as sole structuring advisor and joint bookrunning manager with J.P. Morgan, in the completion of a $1.6 billion offering of senior secured term and variable funding notes backed by a "whole business" securitization of the assets of Domino's Pizza.
- Sonic Corp. - Advised a major investment bank 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.
- Hooters of America, LLC - Advised Guggenheim Partners, as the initial purchaser, in connection with Hooters of America, LLC's $275 million whole-business securitization, backed primarily by franchise and licensing revenues from various Hooters-branded restaurants across the United States and internationally.
- Sonic Capital LLC - Advised Guggenheim Partners in a $155 million partial refinancing securitization of Sonic Capital LLC and its affiliates.
- Church's Chicken - Advised a major investment bank as underwriter for a $245 million offering 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.
- Carl's Jr. and Hardee's - Advised CKE Restaurants, the parent of Carl's Jr. and Hardee's, in the issuance of $1.15 billion of bonds backed by its franchise royalties and company owned stores. Barclays Plc arranged the sale for CKE.
- Domino's Pizza - Advised Lehman Brothers in its role as sole structuring adviser, joint lead arranger and joint bookrunner in a $1.85 billion securitization of the revenue generating assets of Domino's Pizza.
- Applebee's - Advised Lehman Brothers in its role as sole structuring adviser, joint lead arranger and joint bookrunner in the $2.1 billion acquisition of Applebee's, the world's largest casual dining chain, by IHOP.
- Local Insight Media - Advised Lehman Brothers in its role as sole structuring adviser, joint lead arranger and joint bookrunner in 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.
- IHOP - Advised Lehman Brothers in its role as sole structuring adviser, joint lead arranger and joint bookrunner in the $245 million securitization of IHOP Franchising.
- NuCO2 - Advised Goldman Sachs as placement agent of $40 million of senior secured bonds issued pursuant to a whole-business securitization by NuCO2.
Sports, Media & Entertainment Securitizations
- Miramax - Advised a major investment bank with the $500 million initial securitization, and $275 million refinancing of the Miramax film library, which is the first publicly issued securitization of film library assets in a 144A transaction and the first major film ABS transaction of any kind to close since the financial crisis. A special-purpose subsidiary of Miramax issued the bonds backed by future revenues from the distribution and development of these assets and utilized a novel alternative structure which relies on Section 365(n) of the U.S. Bankruptcy Code to protect the investors' interests in the copyright assets.
- Major League Baseball Trust in connection with the ongoing issuance by multi-billion dollar securitization facilities of securities backed by the league's national media revenues.
- Sony Pictures and Relativity Media - Advised Citigroup, as arranger and creditor, in the $550 million "Beverly One" film slate financing for Sony Pictures and Relativity Media.
- CSI TV Series - Advised Goldman Sachs, as creditor, in restructuring $750 million of debt secured by global television syndication revenue from the CSI TV Series.
- Digital Cinema Implementation Partners - Advised Highbridge Capital in Digital Cinema Implementation Partners' $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.
- Larry Levinson Productions, Inc. - Advised AIG in connection with the $70 million securitization financing facility with Larry Levinson Productions, Inc., a leading Hollywood production company that has produced over 200 made-for-television movies for major broadcast networks and leading cable channels.
- Tax Ease Funding 2016-1, LLC – Advised Guggenheim Securities, LLC, as initial purchaser, in connection with the $141.75 million securitization of tax liens owned by Tax Ease Funding 2016-1, LLC.
- GoodGreen 2016-1 Trust – Advised Deutsche Bank Securities, Inc. as the initial purchaser, in connection with the issuance by GoodGreen 2016-1 Trust, an affiliate of Ygrene Energy Fund Inc. of $184.48 million notes backed by payments on residential and commercial property assessed clean energy (PACE) bonds and special tax liens in California and Florida.
- Cazenovia Creek Funding I, LLC - Advised Guggenheim Securities, LLC as initial purchaser, in connection with the $158.75 million issuance by Cazenovia Creek Funding I, LLC of notes backed by a pool of tax liens relating to unpaid real property taxes, assessments and other charges secured by real property.
- Alterna Funding I, LLC - Advised Guggenheim Partners, as the initial purchaser, in connection with the issuance by Alterna Funding I, LLC of notes backed by a pool of tax liens relating to unpaid real property taxes, assessments and other charges secured by real property.
- First National Holdings, LLC - Advised Citigroup, as sole structuring advisor and bookrunner, in an $87.5 million issuance of tax lien collateralized notes originated and serviced by First National Holdings, LLC (Cook County, Illinois).
Other Representative Engagements
- Oak Hill Partners CLO –Advised Oak Hill Associates Credit Partners, an affiliate of Oak Hill Partners, as portfolio manager in $606 million new-issue collateralized loan obligations.
- Westgate Resorts – Advised Amherst Pierpont Securities, as initial purchaser in issuance of $200 million of asset-backed securities by Westgate Resorts.
- Duke Energy Corporation – Advised Royal Bank of Canada and Guggenheim Securities as lead underwriters in connection with the issuance of $1.294 billion nuclear asset-recovery securities by Duke Energy Florida Project Finance, LLC.
- Vertical Bridge, LLC – Advised Deutsche Bank Securities, as underwriter, in connection with the issuance of $321 million of Secured Tower Revenue Notes, Series 2016-1. The issuance is secured by more than 1,500 tower sites across the United States.
- Several special purpose entities affiliated with SBA Communications Corporation in connection with its:
- Issuance of $700 million of Secured Tower Revenue Securities, Series 2016-1.
- Issuance of $500 million of Secured Tower Revenue Securities, Series 2015-1.
- Verizon Wireless - Advised Grain Spectrum Funding, LLC, a special purpose entity affiliated with Grain Capital, LLC, in connection with the issuance of $196.545 million of securitized notes, pursuant to Rule 144A and Regulation S, backed by payments due from Verizon Wireless pursuant to a lease of wireless spectrum.
- Several special purpose entities affiliated with SBA Communications Corporation, a leading independent owner and operator of wireless communications infrastructure across North, Central and South America, in connection with the issuance of $1.54 billion of Secured Tower Revenue Securities, Series 2014-1 and Series 2014-2 by SBA Tower Trust.
- AT&T and Verizon Wireless - Advised Grain Spectrum Funding, LLC, a special purpose entity affiliated with Grain Capital, LLC, in connection with the issuance of $330.05 million of securitized notes, pursuant to Rule 144A and Regulation S, backed by payments due from AT&T and Verizon Wireless pursuant to two leases of wireless spectrum.
- Oxford Finance Funding 2014-1 LLC - Advised a major investment bank as initial purchaser in connection with the issuance of $204 million of asset-backed securities by Oxford Finance Funding 2014-1 LLC.
- Richland Towers - Advised AIG as purchaser of $35.25 million in securitized notes backed by wireless tower assets of Richland Towers.
- Amherst Securities Group LP, as underwriter, in multiple issuances of $734.976 million of asset backed securities.
- The Federal Deposit Insurance Corporation (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; and
- 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.
- Memorial 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.
Derivatives and Structured Products
- CDS Advice – Representation of numerous buy-side firms in their analysis and advocacy regarding actual and potential credit events and succession events including Caesar’s, Hovnanian, iHeart Communications, McClatchy, Sears and Windstream, and participation in ISDA working groups considering amendments to the Credit Derivatives Definitions and DC Rules framework in connection with “narrowly tailored credit events.”
- Accounts Receivable Puts – Representation of suppliers and hedge funds in the negotiation of default protection agreements referencing various distressed companies, consisting of options to put accounts receivable claims to the protection seller in a bankruptcy of the reference entity and related claims transfer agreements.
- Regulatory Capital Relief Transactions – Representation of investment funds as protection sellers in regulatory capital relief transactions involving credit-linked note and credit default swap structures.
- CDS on CDO Litigation – Representation of 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.
- Repo-Based Asset Financing – Representation of major private equity funds and opportunistic hedge funds in the financing of loan and bond asset acquisitions and holdings through the use of repurchase agreements.
- Acquisition Finance Through Total Return Swaps – Representation of a large private equity fund in the structuring and negotiation of total return swaps and other bespoke synthetic instruments used to finance acquisition of portfolio company indebtedness and equity.
- Synthetic Warehouse Financing – Representation of a global financial institution as swap provider under synthetic warehouse facilities in form of loan total return swaps to extend leverage and/or bridge financing to investment funds and CLO sponsors.
- Synthetic Leveraged Financings Through Total Return Swaps – Representation of distressed opportunities investment funds in the monetization of large bankruptcy claims portfolios, single-borrower loan positions and swap portfolios with continued synthetic exposure to the underlying asset positions through total return swap transactions.
- Structured Loans Secured by Distressed or Illiquid Assets – Representation of a major U.S. bank as lender in the structuring and negotiation of full recourse loans to hedge funds secured by bankruptcy claims, equity positions, commodities, loans and other distressed or illiquid asset pools and supported by credit default swap protection.
- Spin-off of Proprietary Trading Platform and Creation of Hedge Fund – Representation of the 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.
Derivatives and Bankruptcy
- Derivatives and Bankruptcy – Representation of the steering committee of first lien lenders of Texas Competitive Electric Holdings Company LLC (TCEH) in connection with TCEH’s outstanding interest rate and commodity swap portfolios and related swap claims trading issues.
- Claims Trading Advice – Representation of major U.S. bank as market maker in the Lehman and Eastman Kodak bankruptcy claims trading secondary markets. Representation of the bank in its acquisition of approximately $8 billion in claims against Westinghouse Electric Company, LLC and its affiliates, and approximately $2 billion in related guarantee claims against non-debtor Toshiba Corporation, and subsequent participations and assignments of the claims to a creditor consortium.
- Insolvency Strategic Advice – Representation of Citibank NA and its broker-dealer and unregulated affiliates in connection with the resolution of their derivatives claims portfolio in the Lehman Brothers, Chrysler and MF Global bankruptcy proceedings.
- Accelerated Share Repurchase Transactions – Representation of issuers in collared and uncollared accelerated share repurchase transactions through forward contracts.
- Equity Collar Hedge – Representation of an investment fund in the structuring of a cross-border collar transaction to hedge a concentrated stock position including securities lending arrangements and borrowing facility relating to the underlying put and call options.
- Convertible Note Hedge/Call Spread – Representation of 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. Representation of acquirers in negotiated unwinds of note hedge and warrant trades in connection with make-whole fundamental change transactions.
Derivatives Trading and Regulatory Advice
- Deal-Contingent Acquisition Hedging – Representation of private equity and hedge funds regarding foreign exchange and interest rate exposure in connection with offshore acquisitions and dispositions, non-USD investor contributions and financial covenant compliance, and negotiation of deal-contingent trading platform documentation required to implement related strategies.
- OTC Derivatives Trading Documentation Infrastructure – Representation of large and medium-sized hedge funds, private equity funds and hybrid investment vehicles in the structuring, negotiation and implementation of the comprehensive suite of derivatives trading documentation (ISDA Master Agreements, collateral agreements, Futures Account Agreements and derivatives clearing documentation, repurchase agreements, prime brokerage, master confirmation agreements, securities lending, give-up arrangements and related documentation) and provision of specific trade-related analysis and advice.
- Swaps Regulations Compliance – Representation of U.S. and non-U.S. financial institutions and corporate clients in the analysis, implementation and compliance with Dodd-Frank, EMIR and other derivatives regulations, including the cross-border application of CFTC swap regulations, clearing and reporting obligations, swap dealer/major swap participant registration and uncleared swaps requirements.
- Interest Rate, Commodity Price and FX Hedging Platforms – Representation of swap providers and borrowers in connection with requisite and discretionary interest rate, commodity and FX hedging transactions under syndicated secured loan facilities and project financings and negotiation of related trading platform documentation.
- Energy and Commodity Transactions – Representation of power provider in the negotiation and structuring of derivatives and financing transactions involving carbon emissions rights, electricity transmission and other offtake agreements.
Project Finance and Infrastructure
- 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.