“Skadden has outstanding experience and insight in this area and is staffed to provide the highest level of client service.” — U.S. News — Best Law Firms 2014
The Banking Group at Skadden, Arps, Slate, Meagher & Flom LLP and affiliates (“Skadden”) represents lenders and borrowers in some of the largest and most complicated financing transactions worldwide. Our lawyers are located in the major financial centers on five continents and provide our clients in the U.S., Asia, Australia, Europe and South America with an in-depth understanding of the global markets.
Our clients include some of the world’s largest commercial banks, investment banks, insurance companies, finance companies, investment and merchant banking firms, private investment funds and other institutional lenders and investors, as well as LBO sponsors, private equity funds, hedge funds, strategic buyers, borrowers and issuers of securities.
Skadden banking attorneys advise on all types of financing transactions around the world, including:
- first and second lien loan facilities;
- acquisition financings;
- senior and subordinated bridge financings;
- leveraged recapitalization financings;
- asset-backed financings;
- mezzanine financings;
- workouts, restructurings, DIP and exit financings;
- private placements; and
- investment grade financings.
We advise clients worldwide on all types of financings, including integrated bank and bond financings and bridge financings. Attorneys in our Banking Group work with our mergers and acquisitions, private equity and corporate finance practices to service U.S. and international clients on a variety of transactions.
Our leveraged finance clients include some of the world’s largest investment banks and financial institutions, private investment funds and other institutional lenders and investors, as well as LBO sponsors, private equity funds, hedge funds, strategic buyers, and other corporate borrowers and issuers of securities. We have advised on numerous noteworthy leveraged financings, including Credit Suisse in its fully underwritten covenant-lite $5 billion senior secured term loan to Fortescue Metals Group, the second-largest leveraged covenant-lite term loan of all time, the largest institutional term loan since 2007, and the largest-ever leveraged metals and mining term loan, which was recognized in the 2013 Financial Times "US Innovative Lawyers" report.
Our attorneys represent a broad range of banks and other financial institutions, as well as borrowers, private equity sponsors, hedge funds and other investors, on all aspects of acquisition and leveraged financing transactions, from the deal structuring and commitment stage to closing. We have worked on some of the most significant acquisition and leveraged financings worldwide, including for the underwriters of a $3.1 billion secured credit facility for Crown Castle International, a portion of which will finance Crown’s acquisition of NextG Networks and Wireless Capital Partners., and DENTSPLY International in its $1.8 billion acquisition of Astra Tech (Sweden) from AstraZeneca (United Kingdom). We often are at the forefront of developments in all stages of the business cycle, providing us with the ability to counsel clients on changes and developments in market practices. We represent both lenders and borrowers in dealing with commitment letters and advising on senior, second lien, mezzanine, bridge and other junior or subordinated financings. The Banking Group also works with the firm’s M&A attorneys to advise clients on both the financing and buy/sell aspects of an acquisition financing transaction. Additionally, we work with our corporate finance attorneys to represent clients in bank/bond transactions.
Working with lawyers in our corporate restructuring practice, we provide fully integrated advice across the entire credit cycle, from the origination of the debt to amendments, debt buy-backs, distressed refinancings and the restructuring and renegotiation of debt instruments in capital structure. Skadden represents both borrowers and lenders in relation to the restructuring of a wide range of financings involving various industries. Our experience extends to both in- and out-of-court restructurings, financial recapitalizations, business reorganizations and liquidations. We advise on insolvency issues in corporate and financing transactions and on distressed debt trading and securities issues. Our attorneys have advised on numerous innovative restructurings, including Travelport in a complex cross-border financial restructuring that involved $3.8 billion of debt as well as the restructuring of a $715 million pay-in-kind credit facility, which was named 2012 “Consumer Services Deal of the Year” by The M&A Advisor; and Barclays Bank PLC in a $1.45 billion debtor-in-possession credit facility for Residential Capital, LLC in connection with its Chapter 11 bankruptcy filing, which was awarded 2012 “Deal Financing of the Year” by The M&A Advisor and ranked in the 2012 Financial Times “US Innovative Lawyers Report."
We are experienced at negotiating with various tiers of creditors, who have disparate rights and objectives. Our attorneys marshal them toward a negotiated solution that allows all parties to move forward with a financing package and avoid the potentially damaging alternative of a formal insolvency process.
- Activision Blizzard, Inc., the world’s largest publisher of video games, in obtaining $5 billion of fully committed bank and bond financing for its $8.2 billion leveraged stock purchase from controlling shareholder Vivendi S.A. (France).
- The AES Corporation and its subsidiaries, DPL Inc. and The Dayton Power and Light Company, in five separate bank debt restructuring and refinancing transactions totaling $700 million, including. for DPL Inc., $200 million of term loans and a $100 million revolving loan facility, and for The Dayton Power and Light Company, a $300 million revolving loan facility and two $50 million letter of credit reimbursement facilities.
- Aflac Incorporated, a provider of supplemental health and life insurance, in a five-year ¥50 billion senior unsecured revolving credit facility agreement.
- The unsecured creditors’ committee of AMR Corporation, the parent company of American Airlines Inc., in financing the company’s $11 billion merger with US Airways Group, Inc. as part of AMR’s Chapter 11 reorganization.
- Bank of America Merrill Lynch in connection with a $1.4 billion asset-based credit facility to finance the merger of xpedx, a unit of International Paper Company, and Unisource Worldwide, Inc.
- Bank of America and Deutsch Bank as joint lead arrangers in a $1.35 billion senior secured cross-border asset-based loan facility for certain subsidiaries of Algeco Scotsman Group (majority-owned by United Kingdom-based private equity firm TDR Capital LLP), a modular construction company.
- Bank of America Merrill Lynch, Morgan Stanley Senior Funding, Inc. and RBS Securities Inc. as joint lead arrangers of $800 million of incremental Tranche B term loans for Crown Castle Operating Company, a subsidiary of Crown Castle International Corp.
- Barclays Bank PLC in a $1.45 billion debtor-in-possession credit facility for Residential Capital, LLC, a subsidiary of Ally Financial Inc., in connection with ResCap’s Chapter 11 bankruptcy filing.
- Barclays Bank PLC as administrative agent in a $545 million exit financing for Patriot Coal Corporation as part of its emergence from Chapter 11.
- Barclays Bank PLC and Deutsche Bank Securities Inc. in connection with $545 million of senior secured exit facilities for Patriot Coal Corporation, a producer and marketer of coal in the eastern United States, with 10 active mining complexes in Appalachia and the Illinois Basin. The exit facilities — consisting of a $200 million L/C facility, a $250 million term loan facility and a $95 million ABL facility — together with a $250 million junior rights offering to Knighthead Capital Management, LLC, Davidson Kempner Capital Management LLC and other participating unsecured creditors were the final steps in Patriot’s Chapter 11 restructuring.
- Blue Ridge Investments, L.L.C., an affiliate of Bank of America Corporation, as administrative agent in a $500 million three-year secured revolving credit agreement with MBIA Insurance Corporation as part of a comprehensive settlement agreement.
- BNP Paribas in connection with a $330 million first and second lien financing for the acquisition of Drew Marine Group and ACR Electronics by The Jordan Company.
- Chicago Mercantile Exchange Inc., a subsidiary of CME Group Inc., in a new $7 billion 364-day revolving credit facility.
- Citibank, N.A. in connection with a $1 billion syndicated credit facility for Starwood Waypoint Residential Trust, providing financing for its single family residential rental portfolio.
- Citigroup Global Markets Inc. as lead arranger with respect to $1 billion of bridge facility commitments to Essex Property Trust, Inc. in connection with its $4.3 billion acquisition of BRE Properties, Inc.
- Citigroup as lender of a $200 million term loan to Avis Budget Car Rental, LLC. This transaction — together with a €250 million Rule 144A/Regulation S high-yield offering of 6% senior notes due 2021 by Avis Budget Finance plc, a subsidiary of Avis Budget Group Inc. in which Skadden represented Citigroup Global Markets Limited as lead initial purchaser — financed Avis Budget Group’s $500 million acquisition of Zipcar, Inc.
- Colony American Homes in connection with $1.1 billion of debt financings for its single family residential rental portfolio.
- in connection with the arrangement of a fully underwritten covenant-lite $5 billion senior secured term loan to subsidiaries of, and guaranteed by, Fortescue Metals Group Limited, Australia’s third-largest producer of iron ore;
- as lead arranger, administrative agent and collateral agent in a $850 million secured multicurrency term loan facility to finance the acquisition by Wesco International, Inc. of EECOL Electric Corporation (Canada);
- in connection with a $365 million financing for the acquisition of Serena Software by HGGC Capital; and
- in connection with $530 million of asset based loans, first lien term loans and second lien term loans to finance the combination of Motorsport Aftermarket Group and Ed Tucker Distributor.
- DAE Aviation Holdings, Inc., a subsidiary of Dubai Aerospace Enterprise Ltd. (United Arab Emirates), in a new $545 million term loan and a US$150 million asset-based loan revolving credit facility.
- Devon Energy Corporation in financing its $6 billion acquisition of the Eagle Ford assets of GeoSouthern Energy Corporation.
- Devon Energy Corporation and certain of its subsidiaries in a new $3 billion multicurrency revolving credit agreement.
- DigitalGlobe, Inc., a provider of earth imagery and geospatial information solutions, in its $900 million merger with GeoEye, Inc., an information technology provider for the aerospace and defense industry. The firm also represented DigitalGlobe in the related acquisition financing, which included a $600 million Rule 144A/Regulation S high-yield offering of 5.25% senior notes due 2021, a new $550 million term loan facility and a $150 million revolving credit facility.
- Dynegy Inc., an energy company, in its $825 million acquisition of Ameren Energy Resources Company, LLC and its subsidiaries from Ameren Corporation.
- Endo Health Solutions Inc. (formerly known as Endo Pharmaceuticals Holdings Inc.) in connection with an amend-to-extend transaction pursuant to which, among other things, the maturity dates of its existing $1.4 billion senior secured term loan A facility and $500 million senior secured revolving credit facility have been extended to March 2018. The restated credit agreement also permits additional revolving or term loan commitments up to $500 million.
- Endo Luxembourg Finance Company I S.à.r.l. (Luxembourg) and Endo LLC in a $1.1 billion five-year senior secured Term Loan B facility, a $425 million seven-year senior secured Term Loan A facility and a $750 million five-year senior secured revolving credit facility in connection with their $2.3 billion acquisition of Paladin Labs and corporate inversion to Ireland.
- EQT Corporation in its transaction with PNG Companies LLC, the parent company of Peoples Natural Gas Company LLC, involving the transfer of EQT’s local gas distribution company, Equitable Gas, in exchange for $720 million, certain midstream pipeline assets of Peoples and certain commercial arrangements.
- ESprint Nextel Corporation in its US$21.6 billion sale of a 78 percent stake to Softbank Corporation (Japan) and the related $3.1 billion 1% convertible bond issue, and in its $3.6 billion acquisition of the remaining stake in Clearwire Corporation that it does not already own. Both transactions were recognized in the Corporate & Commercial category in the Financial Times’ 2013 U.S. “Innovative Lawyers” report.
- Excel Maritime Carriers Ltd. (Greece), an owner and operator of dry bulk carriers, and 37 of its wholly owned subsidiaries in a pre-negotiated Chapter 11 proceeding in the U.S. Bankruptcy Court for the Southern District of New York.
- Excelitas Technologies Corp., a manufacturer of electronic and optical components, in a $947 million first and second lien financing comprised of a $40 million five-year revolving facility, a $620 million seven-year first lien term loan and a $247 million 7.5-year second lien term loan. The first lien term loan also included a $40 million delayed draw component. The proceeds were used to refinance existing indebtedness and to finance its acquisition of Qioptiq S.a.r.l. (Luxembourg).
- Exide Technologies in its voluntary Chapter 11 case filed in the U.S. Bankruptcy Court for the District of Delaware.
- Frontier Communications Corporation in connection with a $1.9 billion unsecured bridge loan facility for the purpose of funding the cash consideration for Frontier’s acquisition of all of the issued and outstanding capital stock of The Southern New England Telephone Company and SNET America, Inc. from AT&T Inc. for a purchase price of $2 billion in cash, and the fees and expenses incurred in connection with the acquisition.
- Goldman Sachs Bank USA as administrative agent of a $210 million senior secured first lien term loan and a $40 million senior secured first out revolving credit facility for Wastequip, LLC.
- Goldman Sachs in connection with a $230 million dividend recapitalization for ConvergeOne Holdings Corp., a portfolio company of Genstar Capital LLC. The proceeds of the new loans were to be used to refinance existing indebtedness, pay a dividend to Genstar Capital and for working capital purposes.
- Ipsen Pharma SAS (France) as a creditor in the Chapter 11 case of Inspiration Biopharmaceuticals, Inc. Skadden also represented Ipsen in the sale of two hemophilia treatment drugs, OBI-1 (sold to Baxter Healthcare Corporation) and IB1001 (sold to Canada-based Cangene Corporation), which it jointly developed with Inspiration, and in its $23.6 million debtor-in-possession financing to Inspiration.
- J.C. Penney Company, Inc. in connection with a new $2.35 billion senior secured asset-based revolving credit and term loan facility from Wells Fargo, Bank of America Merrill Lynch, JPMorgan, Barclays and Goldman Sachs.
- Jefferies Finance LLC as lead arranger, administrative agent and collateral agent in a $275 million senior secured term loan and $25 million revolving credit facility for Premier Dental Services, Inc. and its subsidiary Western Dental Services, Inc., as borrowers, in connection with the acquisition thereof by an affiliate of New Mountain LLC.
Joh. A. Benckiser, the private family-controlled German investment group:
- as controlling shareholder of D.E Master Blenders 1753 N.V. (the Netherlands) in connection with the combination, and financing, of the coffee businesses of D.E Master Blenders and Mondelez International, Inc; and
- in connection with a $460 million revolving credit facility with Rabobank Nederland for its portfolio companies, Peet’s Coffee & Tea, Inc. and Caribou Coffee Company, Inc.
- Jos. A. Bank Clothiers Inc. in financing the unsolicited, but subsequently agreed upon, $1.8 billion acquisition by The Men’s Wearhouse, Inc.
- JPMorgan Chase Bank, N.A. as administrative agent, and J.P. Morgan Securities LLC as a lead arranger in a secured $1 billion multicurrency, cross-border, asset-based amended and restated revolving credit facility for General Cable Corporation, a manufacturer of copper, aluminum, and fiber optic wire and cable products, and certain of its subsidiaries.
- KAR Auction Services, Inc. (a portfolio company of Kelso & Company) in its $288 million secondary offering of common stock.
- LSI Corporation in its $6.6 billion acquisition by Avago Technologies Limited (Singapore).
- Modular Space Corporation, a portfolio company of Calera Capital, in connection with its inaugural high-yield offering of $375 million aggregate principal amount of 10.25% senior secured second-lien notes due 2019.
- Morgan Stanley Senior Funding, Bank of America, JPMorgan Chase Bank and Barclays in a $3.4 billion bridge facility for Crown Castle International in connection with its acquisition of 9,700 tower sites from AT&T.
- Morgan Stanley Senior Funding, Inc. as administrative agent in a transaction in which Silicon Valley Bank and MIHI LLC executed a joinder to a $260 million revolving credit agreement for Dropbox, Inc., an online file storage and sharing service, which provided for a $40 million commitment increase.
- Mylan, Inc. in its $1.6 billion acquisition of Agila Specialties Private Limited (India) from Strides Arcolab Limited (India). All three companies are pharmaceutical manufacturers.
- The Nasdaq OMX Group Inc. in financing its acquisition of the eSpeed trading platform from BGC Partners, Inc., a brokerage firm, for $750 million and equity to be issued ratably over time. The acquisition financing consisted of a €600 million offering of 3.875% senior notes due 2021. The notes were listed on Nasdaq OMX Copenhagen.
- Nokia Corporation (Finland) in the $7.1 billion sale of its devices and services business to Microsoft Corporation. Skadden also is representing Nokia in a bond financing transaction whereby Microsoft has made available to Nokia €1.5 billion of financing in the form of three €500 million tranches of convertible bonds to be issued by Nokia at its discretion, maturing in five, six and seven years, respectively.
- Penn National Gaming and Gaming & Leisure Properties in connection with $4.5 billion of bank and bond financings relating to the spin-off by Penn National Gaming of Gaming & Leisure Properties and the separation of Penn’s gaming assets and real property assets into two publicly traded companies. The separation resulted in the first-ever tax-free spin-off of a “PropCo” REIT (GLPI) from a taxable C corporation. GLPI also is the first gaming-oriented REIT.
- Permira Funds, along with a group of Canadian investors, in their $1.1 billion acquisition of Atrium Innovations Inc.
- Pfizer, Inc. in the carve-out of its Animal Health business into a separate publicly traded company called Zoetis Inc. via a $2.6 billion initial public offering of Class A common stock. Skadden also represented Pfizer in a $3.65 billion Rule 144A/Regulation S offering of Zoetis senior notes.
- Providence Service Corporation, a provider of government-sponsored social services and non-emergency transportation services, in the refinancing of its existing credit facility with an amended and restated $225 million senior secured credit facility comprised of a $60 million term loan and a $165 million revolving credit facility.
- Realogy Holdings Corp., a real estate brokerage company and a portfolio company of Apollo Global Management LLC, in connection with the refinancing of its senior secured credit facility comprised of a new $1.92 billion term loan facility and a $475 million revolving credit facility.
- Rite Aid Corporation, a chain of retail drugstores, in a debt refinancing, which included: a new $500 million second lien term loan, an $810 million Rule 144A/Regulation S high-yield offering of 6.75% senior notes due 2021, a cash tender offer and consent solicitation for $500 million of 7.5% senior secured notes due 2017 and a cash tender offer and consent solicitation for $810 million of 9.5% senior notes due 2017.
- SeaCube Container Leasing Ltd., a portfolio company of Fortress Investment Group LLC, in its $1.7 billion Bermuda amalgamation with an affiliate of Ontario Teachers’ Pension Plan’s (Canada) Long-Term Equities group.
- Spectra Energy Capital, LLC, a subsidiary of Spectra Energy Corp, in a $1.2 billion delayed-draw term loan credit agreement.
- Spotless Group Limited (Australia) in its $1.3 billion first lien and second lien dividend recapitalization loan facilities arranged by Deutsche Bank, Barclays and UBS Securities.
- Sprint Nextel Corporation in its $21.6 billion sale of a 78 percent stake to Softbank Corporation (Japan) and the related $3.1 billion 1% convertible bond issue. The deal is the largest-ever overseas acquisition by a Japanese company.
- Steinway Musical Instruments Inc. in its $512 million acquisition by Paulson & Co. Inc., an affiliate of global private equity investment firm Kohlberg & Company, LLC.
- Stena AB (Sweden) in its $350 million Rule 144A/Regulation S high-yield offering of 5.75% senior secured notes due 2024 and a $650 million term loan.
- Swift Transportation Company in the second amendment and restatement to its $660 million existing credit facility.
- Synagro Technologies, Inc., a provider of environmental services, in its Chapter 11 restructuring in the U.S. District Court for the District of Delaware, including a $30 million debtor-in-possession facility and the $465 million sale of substantially all of its assets to EQT Infrastructure II, a private equity fund of EQT Partners AB (Sweden).
- TPG Capital in its $1.5 billion acquisition of The Warranty Group.
Travelport LLC, a subsidiary of Travelport Limited (a portfolio company of The Blackstone Group L.P. and a provider of online travel services), in connection with:
- the refinancing of an existing first lien credit agreement with a new $1.55 billion term loan facility and a $120 million revolving credit facility;
- a $15 million incremental facility, the proceeds of which were used to pay off certain senior notes;
- a comprehensive out-of-court restructuring of $2.1 billion of debt, including extending the maturity of US$478 million of senior notes, a debt for equity exchange at a parent company, a $630 million term loan and settling an ongoing litigation related to the 2011 restructuring; and
- the amendment and restatement of its existing credit facility.
- Valeant Pharmaceuticals International, Inc., in obtaining $15.5 billion of committed debt financing for its proposed unsolicited $46 billion acquisition of Allergan Inc., the U.S.-based global pharmaceutical company.
Valeant Pharmaceuticals International, Inc. with respect to all of its acquisition financing commitments and bank debt financings, which constitute a substantial portion of its approximately $18 billion of total outstanding debt, including:
- a $9.275 billion bridge loan commitment for its $8.7 billion leveraged acquisition of Bausch & Lomb Holdings Incorporated, the manufacturer of ophthalmic surgical and eye care products;
- a new $2.1 billion term loan and $450 million in revolving loans;
- a $3.0 billion bridge loan commitment and the borrowing of $1.0 billion in incremental term loans in connection with financing the $2.6 billion acquisition of Medicis Pharmaceutical Corporation; and
- the refinancing of $1.3 billion of term loans under an existing credit facility.
- Vanguard Health Systems Inc. in its $4.3 billion acquisition by Tenet Healthcare Corp. Both parties are owners and operators of healthcare facilities.
- Wilton Re Holdings Limited, a reinsurance company domiciled in Bermuda, in connection with its inaugural securities offering of $300 million 5.875% fixed-to-floating rate senior notes due 2033, issued under Rule 144A/Regulation S.
Windstream Corporation in connection with:
- an amendment to its credit agreement and
- debt refinancing transactions, which included a cash tender offer and consent solicitation for any and all of the outstanding US$650 million of 8.875% senior secured notes due 2017 issued by its wholly owned subsidiary PAETEC Holding Corp., a concurrent US$700 million Rule 144A/Regulation S high-yield offering by Windstream of 6.375% senior notes due 2023, and an amendment to its existing senior secured credit facilities providing the incurrence of US$1.35 billion in additional term loans.