ProfessionalsLawrence G. Wee
A partner in the Corporate Department and a member of the Capital Markets and Securities Group, Lawrence G. Wee focuses on capital markets and finance transactions and securities regulation. Larry is recognized by Chambers and The Legal 500 as a leading capital markets lawyer.
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.
His representations include:
- An ad hoc group of holders of secured notes issued by Petroleos de Venezuela, S.A. (PDVSA), the national oil and gas company of Venezuela, in connection with a potential default;
- 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;
- A major lender in the $1.3 billion out-of-court restructuring of One Call Corp.;
- 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;
- A significant holder of convertible notes in connection with the direct listing of Spotify on NASDAQ;
- Revlon Consumer Products Corporation with respect to a $200 million additional term loan and commitments for $2.2 billion of acquisition financing and in Rule 144A offerings of a total of $950 million of senior unsecured notes;
- 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;
- vTv Therapeutics Inc. in its $117 million initial public offering and subsequent equity offerings;
- 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.;
- Universal American Corporation in an offering of $115 million of 4.00% convertible notes due 2021;
- 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;
- 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;
- 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;
- Resolute Forest Products, Inc. in its Rule 144A/Regulation S offering of $600 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;
- 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; and
Larry’s public company clients include 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.
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.