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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.

Representative Engagements

Acquisition Finance

  • Apollo Global Management and its affiliates in the financing aspects of numerous transactions, including:
    • Apollo Strategic Growth Capital, a special purpose acquisition company, in its $5 billion business combination with American Express Global Business Travel, a B2B travel platform, to form a publicly traded company
    • its $11 billion merger with Athene, a leading retirement services provider
    • as lead investor, of the take-private acquisition of Atlas Air Worldwide, a provider of outsourced aircraft and aviation operating services, for an enterprise value of $5.2 billion
    • alongside its portfolio company Diamond Resorts International, Inc., a time-share company, and their co-investors, in the $1.4 billion sale of Diamond Resorts to Hilton Grand Vacations
    • the spin-off of its portfolio company Edgecast, a business unit of Yahoo, Inc., in the company's sale to Limelight Networks, Inc., a provider of edge enabled web applications and content delivery solutions
    • its acquisition of Great Canadian Gaming Corporation, a Canada-based gaming, entertainment and hospitality operator, totaling the USD equivalent of $1.35 billion in financing
    • Intrado Corporation, a technology-enabled services company and an affiliate of Apollo, in its $2.4 billion sale of Intrado’s safety business, a provider of critical public emergency telecommunications services, to Stonepeak
    • LifePoint Health, a healthcare delivery network and portfolio company of Apollo, in its acquisition of Kindred Healthcare, a Kentucky-based long-term healthcare service
    • Funds managed by affiliates of Apollo Global Management, Inc. in Brightspeed’s $7.5 billion acquisition of the incumbent local exchange carrier business of Lumen Technologies, a Louisiana-based telecommunications company
    • its $5 billion acquisition of The Michaels Companies, a specialty provider of arts, crafts, framing, floral, wall décor and seasonal merchandise for DIY home decorators
    • their $2 billion joint venture with New Fortress Energy to establish Energos Infrastructure, a marine infrastructure platform
    • a $1.2 billion equity investment by State Farm in ADT Inc., a leading provider of smart home and small business security and a portfolio company of Apollo
    • the formation of a $1.5 billion strategic partnership with Sumitomo Mitsui Trust Holdings and its consolidated subsidiary Sumitomo Mitsui Trust Bank, Limited (SuMi TRUST), a Japan-based trust banking group
    • the acquisition of the Terminals, Solutions & Services (TSS) business line from Worldline, a France-based payments servicer
    • its $6.25 billion acquisition of The Venetian Resort and Sands Expo and Convention Center from Las Vegas Sands Corporation, including $1.2 billion of seller financing in connection with the $2.25 billion acquisition of the operating assets
    • its $5 billion acquisition of Verizon Media (n/k/a Yahoo!), one of the world’s premier global technology and media companies, which is comprised of iconic brands such as Yahoo and AOL, as well as leading ad tech and media platform businesses
  • Berkshire Partners in the financing aspects of its acquisition of Harvey Performance Company, a designer and manufacturer of specialized cutting tools for precision machining applications, from Summit Partners
  • Caisse de dépôt et placement du Québec (CDPQ) in the financing aspects of its acquisition of a significant stake in ICR, a strategic communications and advisory services company
  • The Carlyle Group in the financing aspects of multiple transactions, including the sale of VXI Global, a leading global business process outsourcing (BPO) service provider, through an auction process, to Bain Capital
  • Clearlake Capital Group in the financing aspects of its acquisition of Crash Champions, an automotive mechanic services enterprise
  • Continental Grain Company in the financing aspects of its all-cash $4.53 billion acquisition of Sanderson Farms, a producer and distributor of fresh, frozen and minimally prepared chicken
  • Davidson Kempner in the financing aspects of its acquisition, as majority investor in a consortium, of Chemoil Terminals (n/k/a Olympus Terminals), a petroleum company
  • General Electric in the financing aspects of its reorganization through spin-offs into separate publicly traded aviation, healthcare and energy companies
  • IBM in the $20 billion financing aspects of its $34 billion acquisition of Red Hat Inc., a North Carolina-based open source software company, creating the world’s largest hybrid cloud provider
  • Insight Partners and its portfolio companies in the financing aspects of numerous transactions, including:
    • the combination of its portfolio company Campaign Monitor (UK) Limited, a marketing platform and Cheetah Holdings Limited, a product design and development company
    • CommerceHub, a marketplace company and portfolio company of Insight Partners, in its pending $660 million take-private acquisition of ChannelAdvisor, an e-commerce company
    • Kaseya, an Ireland-based software company and portfolio company of Insight Partners, in its $6.2 billion acquisition of Datto, a cybersecurity and data backup company, and its acquisition of BNG, a financial technology company
    • LiveAction, a network security company and portfolio company of Insight Partners, in its acquisition of Primekey Solutions AB, a Sweden-based software design service
    • Professional Data Solutions, an enterprise management software company and portfolio company of Insight Partners, in its acquisitions of Koupon Media, Greenprint, Drop Tank and Universe Group plc
  • Intertape Polymer Group Inc. in the financing aspects of its $2.6 billion sale to an affiliate of Clearlake Capital Group
  • iStar Inc., a real estate investment trust company, in the financing aspects of its $3.07 billion sale of a portfolio of owned and managed net lease assets to an affiliate of Carlyle's Global Credit platform
  • Kohlberg & Co. and its portfolio companies in the financing aspects of numerous transactions, including:
    • its acquisition of DecoPac, a supplier of cake-decorating ingredients and products, from Snow Phipps Group
    • its acquisition of Interstate Hotels & Resorts, a global hotel management company, from Thayer Lodging and Jin Jiang International Hotels
    • its acquisition of Myers Emergency Power Systems (Myers EPS), a designer and manufacturer of emergency lighting backup power technology, from Graham Partners
    • its acquisition of Ob Hospitalist Group, a provider of customized obstetric hospitalist programs, from Gryphon Investors
    • its acquisition of Parts Authority, a national distributor of automotive aftermarket parts
    • its acquisition of PCI Pharma Services, a pharmaceutical and biopharmaceutical global supply chain solutions provider, from Partners Group, totaling $1.2 billion in financing
    • PCI Pharma Services in its acquisition of Lyophilization Services of New England (LSNE), a biotechnology and pharmaceutical contract manufacturing organization
    • its acquisition of Senneca Holdings, a manufacturer and distributer of specialty doors and enclosures for commercial and industrial end markets, from Audax Private Equity
  • KPS Capital Partners and its portfolio companies in the financing aspects of numerous transactions, including:
    • its $1.4 billion acquisition of DexKo Global, a supplier of highly engineered running gear technology, chassis assemblies and related components
    • Howden Group, a United Kingdom-based insurance group and portfolio company of KPS Capital Partners, in Howden’s acquisition of CPI, a Canada-based compression and lubrication service
    • its $1.7 billion acquisition of Norsk Hydro ASA, a Norway-based manufacturer of aluminum rolled products
    • its $3.45 billion acquisition of Oldcastle BuildingEnvelope (OBE), a provider of architectural hardware, glass and glazing systems, from CRH plc
    • its acquisition of Smalto Inc., a France-based men’s clothing retailer
    • its acquisition of certain assets of Tate & Lyle PLC, a U.K.-based provider of food and beverage ingredients and solutions, totaling $1.5 billion in financing
    • its sale of its portfolio company TaylorMade Golf Company, a manufacturer of golf equipment, golf balls and accessories, to Centroid Investment Partners, a South Korea-based private equity firm
  • North Mountain Merger Corp., a special purpose acquisition company, in its business combination with Corcentric, a provider of payments, accounts payable, and accounts receivable technology, to form a publicly traded company with a pro-forma enterprise value of $1.2 billion
  • Oak Hill Capital and its portfolio companies in the financing aspects of numerous transactions, including:
    • its acquisition of American Veterinary Group, a company that owns and manages a network of veterinary hospitals
    • Berlin Packaging, a packaging service and portfolio company of Oak Hill Capital, in its acquisitions of Andler Packaging Group, a value-added distributor of plastic, glass, and metal containers and closures, and Jansy, a provider of turnkey packaging solutions to the health and beauty industry
    • its acquisition of Checkers Drive-In Restaurants, a drive-thru restaurant chain, from Sentinel Capital Partners
    • its acquisition of Imagine! Print Solutions, a provider of printed in-store marketing solutions
    • the acquisition of Greenlight Networks, a fiber-optic Internet provider
    • its acquisition of Safe Fleet Holdings, a provider of safety and productivity solutions for fleet vehicles, from The Sterling Group
    • Safe Fleet in its acquisition of Kerr Industries, a Canada-based specialty vehicle upfitter providing integrated solutions for the law enforcement, emergency response and commercial vehicle markets, and its subsidiaries, including Crown North America
    • its $1.325 billion acquisition of Technimark, a designer and manufacturer of custom injection molded components
    • its acquisition of Trinity Air Consultants Holdings and its subsidiaries, an EHS, engineering and science consulting firm, from Levine Leichtman Capital Partners
    • its agreement to invest in and partner with U.S. Oral Surgery Management, an oral surgery management company
    • its acquisition of ViaWest, the largest privately held data center and managed services company in the U.S.
  • QAD Inc.’s Special Committee in the financing aspects of the $2 billion all-cash sale of QAD, a cloud-based enterprise resource software provider to Thoma Bravo
  • Roark Capital Group and its portfolio companies in the financing aspects of numerous transactions, including:
    • its acquisition of Aftermath, a professional biohazard and crime scene cleanup service
    • Inspire Brands, Inc., a multi-brand restaurant owner and an affiliate of Roark Capital Group, in its $11.3 billion acquisition of Dunkin’ Brands Group, Inc., the parent company of Dunkin’ and Baskin-Robbins
    • its acquisition of International Car Wash Group, a car wash group with operations across Europe as well as the U.S. and Australia, from TDR Capital
    • its acquisition of Mathnasium, a customized math learning program
    • Pet Supermarket, a pet supply chain and portfolio company of Roark Capital, in the acquisition and merger of Pet Valu, a Canada-based pet food and supply franchise, and Pet Supermarket
    • ServiceMaster Brands, a provider of residential and commercial cleaning, restoration and moving services and a portfolio company of Roark Capital, in its acquisition of TWO MEN AND A TRUCK/International, Inc., a franchised moving company
  • Searchlight Capital Partners in the financing aspects of numerous transactions, including:
    • alongside Rêv Worldwide, in their $1 billion acquisition of the consumer business of Netspend, a provider of payments and financial solutions, from Global Payments, a financial technology company
    • its acquisition of a controlling interest in TouchTunes Interactive Networks, an in-venue interactive music and entertainment platform
  • WaveDivision Capital and Searchlight Capital Partners in the financing aspects of their $1.35 billion acquisition of Frontier Communications’ Washington, Oregon, Idaho and Montana operations
  • Wellspring Capital Management and its portfolio companies in the financing aspects of numerous transactions, including:
    • its sale of Paragon Films, a manufacturer of high performance stretch film, to a subsidiary of Rhone Capital Group
    • its acquisition of Rohrer Holding Corp., a retail packaging designer and manufacturer
    • its acquisition of SupplyOne, a leading value-added distributor and converter of packaging products

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 Liens

  • 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

Synthetic Financings 

  • Repo-Based Asset Financing – 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 – 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 – Global financial institutions as swap providers 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.
  • Total Return Swap on Repackaged Notes – Investment funds in the structuring and negotiation of a repackaged total return swap financing facility to obtain secured credit against an existing loan and bond portfolio, including structures involving the formation of multiple bankruptcy-remote special purpose vehicles to borrow, maintain synthetic exposure to the reference portfolio and continue to control voting rights over the loans and bonds.
  • Structured Loans Secured by Distressed or Illiquid Assets – 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 – 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.

Equity Derivatives

  • Accelerated Share Repurchase Transactions – Issuers in collared and uncollared accelerated share repurchase transactions through forward contracts.
  • Equity Collar Hedge – 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 – 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.

Credit Derivatives

  • CDS Advice – 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.”
  • CDS on CDO Litigation – 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.
  • Accounts Receivable Puts – Suppliers and hedge funds in the negotiation of default protection agreements referencing various distressed resale 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 – Investment funds as protection sellers in regulatory capital relief transactions involving credit-linked note and credit default swap structures.

Derivatives Trading and Regulatory Advice

  • Cryptocurrency Trading Advice – Investment funds and high-net-worth individuals in the negotiation of cryptocurrency derivatives trading documentation, collateral agreements, execution and custodial arrangements and related regulatory analysis.
  • Deal-Contingent Acquisition Hedging – 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 – 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 – 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 – 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 – A power provider in the negotiation and structuring of derivatives and financing transactions involving carbon emissions rights, electricity transmission and other offtake agreements.

Derivatives and Bankruptcy

  • Derivatives and Bankruptcy – The steering committee of first lien lenders of Texas Competitive Electric Holdings Company (TCEH) in connection with TCEH’s outstanding interest rate and commodity swap portfolios and related swap claims trading issues.
  • Claims Trading Advice – A 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 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 – A major U.S. bank, its broker-dealer and unregulated affiliates in connection with derivatives claims in the Lehman Brothers, Chrysler and MF Global bankruptcies.

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