ProfessionalsLawrence G. Wee
A partner in the Corporate Department and a member of the Capital Markets, Finance and Restructuring Groups, Lawrence Wee focuses on a variety of capital markets and finance transactions, securities regulation and restructuring matters. Larry is also a member of the Hybrid Capital & Special Situations Group, representing creditors, borrowers, issuers, distressed investors, direct lenders and sponsors in a wide range of direct lending transactions, rescue financings, convertible note/preferred issuances, DIP financings, exit financings, restructurings, liability management transactions and other financing transactions and issuances of equity-linked instruments. Larry has been recognized by The Legal 500 as a leading capital markets lawyer as well as by Lawdragon as one of their “500 Leading U.S. Bankruptcy and Restructuring Lawyers.”
Larry’s practice includes public and private equity offerings, high-yield and investment-grade debt offerings, convertible debt offerings and offerings of asset-backed securities. He also represents public companies in connection with their ongoing securities law and corporate governance matters and advises in connection with public mergers and acquisitions transactions. Larry also has extensive experience in debt consent solicitations, debt restructurings, restructuring financings and exchange offers.
Larry’s most recent representations include:
- Revlon, a leading global beauty company, and certain of its subsidiaries in their chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York
- An ad hoc group of crossholders of Talen Energy Supply, LLC, one of the largest competitive power generation companies in North America that owns the Susquehanna Nuclear Plant, in connection with the chapter 11 cases filed by the company and its affiliates in the U.S. Bankruptcy Court for the Southern District of Texas
- Lexmark International, Inc. in connection with a $1.06 billion term loan A facility and a $100 million revolving credit facility
- HG Vora Capital Management in connection with providing a $170 million unsecured holding company term loan, a $30 million structured term loan and an associated equity investment in a leading wellness infrastructure company
- Funds affiliated with Ares Management in a $300 million preferred equity investment in and purchase of $167 million of senior unsecured notes issued by FTAI Infrastructure Inc. (“FTAI Infrastructure”), a company in the business of acquiring, developing and operating assets and businesses in the transportation and energy industries, in connection with FTAI Infrastructure’s spin-off from Fortress Transportation & Infrastructure Investors LLC
- Carnival Corporation & plc in six post-COVID first- and second-lien bank and bond secured financings and two post-COVID unsecured bond financings totaling more than $21 billion, a $2.0 billion debt tender offer and consent solicitation and amendments and waivers to more than $20 billion of its pre-COVID debt
- Revlon Consumer Products Corporation with respect to a $1.9 billion secured loan refinancing transaction, a $200 million secured additional term loan, $2.2 billion of secured acquisition financing and Rule 144A offerings of a total of $950 million of senior unsecured notes and a restructuring of $342 million of its unsecured notes
Larry’s other finance and capital markets representations include:
- A significant holder of convertible notes in connection with the direct listing of Spotify on NASDAQ
- Conduent Inc., a publicly traded administrative services company, in connection with a $550 million revolving credit facility, $780 million of syndicated secured term loan facilities and a Rule 144A/Regulation S offering of $520 million of secured high-yield notes
- Resolute Forest Products, Inc. in Rule 144A/Regulation S offerings of a total of $900 million of senior unsecured high-yield notes, its registered exchange offer of its common stock made in connection with a hostile takeover of Fibrek, Inc., an up to $500 million issuance of senior subordinated convertible notes in a rights offering and an $850 million issuance of senior secured notes as part of its U.S. and Canadian plans of reorganization
- Kate Spade & Company (f/k/a Fifth & Pacific Companies, Inc. and Liz Claiborne, Inc.) in connection with its dispositions of its Lucky Brand Dungarees, Juicy Couture, MEXX and Liz Claiborne businesses, a $400 million senior secured term loan facility and a $200 million asset-based revolving loan facility, issuances of $372 million of senior secured notes secured by its principal trademarks and a $90 million convertible notes offering
- vTv Therapeutics Inc. in its $117 million initial public offering and subsequent equity offerings
- Universal American Corporation in an offering of $115 million of 4.00% convertible notes due 2021
- Star Bulk Carriers Corp. in a series of public offerings of more than $600 million of debt and equity securities and Oceanbulk Carriers in its $920 million merger with Star Bulk
- Taylor Morrison Home Corporation in its $680 million initial public offering, a series of Rule 144A/Regulation S issuances of senior unsecured high-yield notes by its indirect subsidiaries totaling over $1.8 billion and a $400 million senior unsecured revolving credit facility for its operating subsidiaries
- Global Brass and Copper Holdings, Inc. in its initial public offering and two follow-on public offerings totaling more than $275 million of proceeds and its Rule 144A/Regulation S offering of $375 million of senior secured notes
- A radiation oncology services provider in its Rule 144A/Regulation S offerings of $350 million of senior secured notes and its senior secured revolving credit facility
- A regional cable company in its Rule 144A/Regulation S offerings of an aggregate of $275 million of senior notes to finance a buyout by affiliates of Oak Hill Capital Partners and GI International L.P. , a follow-on offering of $125 million of senior notes and a subsequent $175 million offering of holding company PIK/Toggle senior notes
Larry’s direct lending representations include:
- A direct lender as the financing source in an $85 million holding company bridge loan and pre-IPO exchangeable note issued by a leading privately held skin care company
- A direct lender, as purchaser of $50 million in convertible holding company notes issued by a leading travel services provider
- A direct lender in providing a $100 million secured term loan facility to a property development company and a subsequent foreclosure and related asset sale
- A direct lender in providing a $40 million revolving facility to a leading tour provider
- A leading Canadian vacation and resorts company, in its $100 million unsecured term loan provided by a direct lender
- A direct lender in providing a $170 million unsecured holding company term loan, a $30 million structured term loan and an associated equity investment in a leading wellness infrastructure company
- A direct lender in providing a $175 million unsecured holding company term loan to a leading asset management firm
- Goodlife Fitness Centres, the leading fitness club operator in Canada, in connection with a refinancing of all of its existing debt facilities with a senior secured term loan, provided by funds advised by King Street and Centerbridge
- Canopy Growth Corporation, a publicly traded leading cannabis products company, in its $750 million senior secured term loan, provided by funds advised by King Street Capital Management, L.P., which also provides for up to an additional $500 million of incremental senior secured debt
Larry’s restructuring representations include:
- An ad hoc group of bondholders and lenders to various Digicel entities in connection with a restructuring of $7 billion of debt involving a Bermuda Scheme of Arrangement
- An ad hoc group of first-lien term loan lenders in the chapter 11 reorganization of Frontier Communications
- An ad hoc group of unsecured note holders in the structuring of the exchange offers and resulting debt and equity securities in the $2.5 billion out-of-court restructuring of Neiman Marcus Group and MyTheresa
- An ad hoc group of first-lien term loan lenders in the chapter 11 reorganization of Windstream
- An ad hoc group of noteholders of Brazos Valley Longhorn (f/k/a WildHorse Resource Development), a subsidiary of Chesapeake Energy Corporation, in the out-of-court restructuring of over $600 million debt. The restructuring took place via a tender offer and consent solicitation in which our clients received par value for their notes
- An ad hoc group of noteholders holding approximately 40% of the outstanding aggregate principal amount of the 6.125% senior notes due 2023 (the “Notes”) of Rite Aid Corporation in connection with a potential restructuring of the Notes
- A major lender in the $1.3 billion out-of-court restructuring of One Call Corp.
- An ad hoc group of noteholders in an $835 million out-of-court restructuring of Associated Materials Inc. and a follow-on out-of-court post-COVID restructuring
- An ad hoc group of term lenders in the chapter 11 reorganization of American Tire Distributors and the related $1.0 billion of exit term loans and FILO ABL loans
- An ad hoc group of unsecured bondholders in a covenant dispute with Safeway Inc.
- An ad hoc group of unsecured bondholders in the $850 million out-of-court debt restructuring of Toys “R” Us, Inc., and an ad hoc group of secured Taj bondholders in the chapter 11 reorganization of Toys “R” Us and the related $450 ABL DIP facility of TRU Taj LLC
- An ad hoc group of secured and convertible bondholders in a debt restructuring and exchange offer by A.M. Castle
- The bondholder committee in the $27 billion exchange offer by General Motors Corp. and the related chapter 11 plan of reorganization
- The ad hoc bondholder committee in the $28.5 billion exchange offer by GMAC LLC
- Ad hoc bondholder committees in connection with the restructurings of Nextel International Inc., Education Management Corp., Allen Systems Group, Exide Technologies and GMX Resources, Inc.
- The bondholders of Charter Communications, Inc. in connection with their acquisition of $1.77 billion of new senior notes in Charter’s chapter 11 plan of reorganization
Larry’s public company clients include Carnival Corporation & plc, Revlon, Inc., Taylor Morrison Home Corporation, Movado Group, Inc., vTv Therapeutics Inc. and Emmis Communications Corporation. Larry also represents private equity and other funds in leveraged buyouts, including affiliates of Oaktree Capital Management, MacAndrews & Forbes, KPS Capital Partners and Oak Hill Capital Partners.
In December 2020, Larry presented at Goldman Sachs’ “Credit Outlook Conference: Insights into 2021” on recent trends in secured and unsecured financings. Larry has also represented the Credit Roundtable, an association of large institutional fixed income managers, including investment advisors, insurance companies, pension funds and mutual funds, in connection in connection with its efforts to improve the regulatory environment and market practices with respect to debt tender and exchange offers and consent solicitations.
Larry has also been deeply involved in providing free legal assistance to the victims of anti-Asian hate incidents and their families. Among his pro bono clients are the families of GuiYing Ma, who died in February 2022 after being struck by an assailant with a large rock, Yao Pan Ma, who was struck and kicked in the head while collecting cans in Harlem in April 2021, dying in early 2022, Zhiwen Yan who was shot to death in April 2022 while working as a food delivery man in Queens, and a 67-year old Filipina woman who was seriously injured by an assailant who punched her 125 times in the entrance to her apartment building in Yonkers.