Finance

Willkie’s global finance practice complements our private equity, M&A, restructuring, capital markets, structured finance, real estate and tax groups to provide clients with the complete array of tools needed to achieve their goals. Our team has deep finance knowledge, combining a genuine understanding of the markets in which our clients operate with creative, business-focused legal advice.

We advise borrowers, direct lenders, lending institutions and other traditional and non-traditional capital providers in a wide variety of transactions including:

  • Private equity and acquisition (LBO) financings
  • Bridge financings (with and without capital market takeouts)
  • Cross-border financings
  • Unitranche, second lien and mezzanine financings
  • Term and revolving credit facilities
  • Debtor-in-possession and bankruptcy exit loans
  • In- and out-of-court restructurings
  • Publicly offered and privately placed high yield, investment grade and convertible notes
  • Institutional private placements
  • Real estate financings
  • Project financings

We represent clients raising capital, including private equity sponsors, portfolio companies, hedge funds, investment funds and domestic and foreign private and public corporations. Our capital provider clients include direct lenders, banks, insurance companies and other institutional investors, BDCs, hedge funds, trustees, finance companies, investment banks and other financial institutions and alternative lenders.

We handle structuring, negotiating and documenting single and multiple lender (club) facilities, syndicated facilities, senior and subordinated and first lien and second lien or unsecured debt instruments, and working capital and asset-based loans. Our transactions include domestic, international and cross-border arrangements, and we have particular experience in the integration of cross-border financing technologies into a unified capital structure.

We work closely with our Compliance and Enforcement and Government Relations teams to guide clients through OFAC (and other sanctions), FCPA (and other anti-corruption), tax, capital maintenance, financial assistance and other issues to achieve a market-savvy result on the client’s timetable. We monitor market developments in order to provide clients with favorable loan documentation, whether under U.S.-style loan forms or European Loan Market Association forms.

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Highlights

Leveraged Finance; Syndicated Credit Facilities

Willkie is a leader in acquisition financing, syndicated credit facilities and high-yield bond offerings. Highlights include our representation of:

Leveraged Finance; Syndicated Credit Facilities

  • Ardian on the financing aspects of its acquisition of imes-icore

  • iPayment in connection with its comprehensive refinancing, comprising a $350 million senior secured first lien credit facility

  • Cerelia on the financing aspects of its acquisition of English Bay Batter

  • Tronox Limited on the financing-related components of its acquisition of Cristal's titanium dioxide business for $1.673 billion in cash and stock

  • Schenck Process with respect to €455 million refinancing of existing senior and mezzanine acquisition facilities

  • 3i-backed ATESTEO with respect to €70 million refinancing/recapitalization

  • Eurazeo on the financing aspects of its CHF 380 million acquisition of Glion Institute of Higher Education and Les Roches International School of Hotel Management

  • Tikehau on the financing aspects of the acquisition of Cisbio Bioassays by Abenex

  • Hudson’s Bay Company on its secured $1.9 billion global ABL revolving credit facility

  • Insight Venture Partners on secured financing for its $624 million acquisition of Diligent Corporation

  • Time Warner Inc., as guarantor, in Central European Media Enterprises’ (CME’s) new €469 million senior unsecured term credit facility.

  • GSO Capital Partners, one of the largest credit-focused alternative asset managers in the world and a lending affiliate of The Blackstone Group, in the arrangement of a $550 million second lien secured term loan facility to finance, in part, the acquisition of Belk, Inc. by private equity sponsor Sycamore Partners for approximately $2.7 billion. 

  • Hudson’s Bay Company, the Canadian owner of Saks Fifth Avenue, Lord & Taylor and other leading department stores, in the financing aspects of its €2.82 billion cross-border deal to acquire German department store chain Galeria Kaufhof, Galeria Inno (Belgian subsidiary) and Sportarena from METRO AG. 

  • Teva Pharmaceutical Industries Ltd., as borrower, in connection with its $33.75 billion acquisition financing commitment, whereby the lenders have committed to provide Teva (i) up to $27 billion in loans under a senior unsecured Bridge Loan Credit Facility and (ii) up to $6.75 billion in loans under an Equity Bridge Loan Credit Facility.

  • Level 3 Financing, Inc., as borrower, in the refinancing of its $2.0 billion senior secured Tranche B 2022 Term Loan.

  • RenaissanceRe Holdings Ltd., as borrower, in a $300 million bridge financing agreement with Barclays Bank PLC in connection with RenaissanceRe’s acquisition of Platinum Underwriters Holdings, Ltd. 

  • Level 3 Financing, Inc., as borrower, in connection with its $1.2 billion Tranche B-II 2020 Term Loan.

  • US counsel to Hudson’s Bay Company, as buyer, in connection with its multi-billion dollar financing to acquire Saks Fifth Avenue.

  • Aquiline Capital Partners LLC and Genstar Capital LLC on all debt financing aspects of their $412.5 million acquisition of Genworth Financial Inc.’s Wealth Management business.

  • CharterHouse Capital Partners LLP and Elior S.A., as sponsors, in connection with a $210 million secured term loan and revolving credit facility used in connection with its acquisition of TrustHouse Services Holdings, LLC.

  • Caspian Capital and Davidson Kempner Capital Management LLC, as lenders, in connection with a $75 million senior secured term loan facility secured by special purpose entity assets.

  • Teva Pharmaceutical Industries Ltd. in its five-year, $3 billion unsecured revolving credit facility.

  • Aberdeen Asia-Pacific Income Fund, Inc., as Borrower, in connection with a $200 million Term Loan Credit Facility as a part of a larger $600 million financing.

  • Calvert Street Capital Partners, as sponsor, and IOS/PCI, LLC, as Borrower, in connection with $110 million of financing for ts acquisitions of Xxtreme Pipe Services and James Clark Inspections and a related corporate reorganization.

  • Bank of America as Agent Bank and Wells Fargo as Joint Lead Arranger for $1.5 billion financing to Host Hotels & Resorts.

  • Icade in its €1.55 billion 3-tranche club deal with eight banks.

  • The Bonduelle Group in its 5-year, €300 million revolving credit facility.

  • Knoll, Inc. and its subsidiaries in connection with the closing of its $450 million amended and restated secured multicurrency credit facility.

  • Yoplait in the €300 million refinancing of a December 2010 facility which enabled it to acquire leading Canadian dairy producer Liberté.  This financing secured the group’s financing for a three-year period further to the acquisition of a stake in Yoplait by General Mills in July 2011.

  • Ipsos and its reference shareholder, LT Participations, on all debt financing aspects of its €595 million acquisition of the market research unit (Synovate) of Aegis group plc, including the new €250 million facility.

  • Cushman & Wakefield Inc. in its $500 million secured multicurrency revolving credit and term loan facility.

  • Teva Pharmaceutical Industries Ltd. in its $4 billion syndicated credit facilities.

  • Billions of dollars of loans and high-yield notes for Level 3 Communications Inc., including its $1.75 billion financing commitment in connection with the acquisition of Global Grossing Limited.

  • Wright Medical Group, Inc. in its $350 million amended and restated credit facility, negotiated in conjunction with its $200 million tender offer for its convertible senior notes.

  • Bank of America, as administrative agent, in FairPoint Communications’ chapter 11 plan and $1.075 billion exit financing facility, replacing and expanding existing credit lines.

  • Teva Pharmaceutical Industries Ltd. in its three-year, $1.5 billion unsecured revolving credit facility.

  • Telcordia, Inc. and its equity sponsors Providence Equity Partners and Warburg Pincus in connection with Telcordia’s sale of $350 million of senior secured second lien notes in the 144A private placement market and its entry into a $580 million senior secured credit facility provided by a syndicate led by Credit Suisse, JPMorgan Chase Bank and Deutsche Bank.  Willkie previously represented the same sponsors in connection with their acquisition of Telcordia.

  • The Bank of Nova Scotia, as administrative agent, in connection with the $103 million acquisition financing facility for the acquisition of Sport Supply Group, Inc. by ONCAP.

  • Deutsche Bank, as administrative agent, in connection with the Host Hotels & Resorts, L.P. U.S. and Canadian credit facilities.

  • Green Tree Credit Solutions, a portfolio company of Centerbridge Partners, in connection with its $380 million senior secured financing led by Deutsche Bank and Credit Suisse.

  • Fortress Investment Group and Centerbridge Partners in connection with their proposed acquisition of Penn National Gaming and the associated $7 billion syndicated credit facility and bridge financing.

  • Colony Capital in connection with Station’s approximately $900 million senior secured acquisition financing and $2.475 billion mortgage and mezzanine financing for the buyout of Station by Colony Capital and certain members of Station’s management.

  • Polypore, Inc. in connection with its approximately $450 million covenant-lite refinancing of its senior credit facilities and initial public offering.  Willkie previously represented Warburg Pincus in connection with its acquisition of Polypore and associated syndicated credit facility and high-yield financing.

  • Telesat Canada and Loral Space & Communications, Inc. in connection with the approximately $2.0 billion senior secured acquisition financing and $910 million senior and senior subordinated bridge financing for the acquisition of Telesat Canada by Loral and Public Sector Pension Investment Board.

  • TransDigm, Inc. in its covenant-lite refinancing of its bank facilities and its initial public offering.

  • Colony Capital and Fairmont Raffles Holdings International in connection with the approximately $4.0 billion senior secured acquisition financing for the acquisition of the Fairmont hotel chain and its merger with the Raffles & Swissotel chains.  Willkie had previously represented Colony and Fairmont in connection with approximately $1.0 billion in acquisition financing for the acquisition of the Raffles and Swissotel hotel chains.  Willkie also represents Fairmont in connection with its amend and extend amendments.

  • Teva Pharmaceutical Industries in connection with over 2.5 billion of its corporate credit facilities.

  • Petroleum Geo-Services ASA in connection with over $1.0 billion of its corporate credit facilities.

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Workouts and Restructurings

Willkie’s finance attorneys work closely with the firm’s globally-recognized Business Reorganization and Restructuring practice group to provide seamless service to debtor and creditor clients in major restructurings, both in and out of bankruptcy, including debtor-in-possession and exit credit facilities and financing. Recent highlights include our representation of:

Workouts and Restructurings

  • Rural/Metro Corporation and certain of its affiliates, as borrower and guarantors, in connection with $75mm debtor-in-possession financing with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and other lenders.

  • Rural/Metro Corporation and certain of its affiliates, as borrower and guarantors, in connection with approximately $400mm exit financing with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and other lenders.

  • EchoStar Corporation as lender in connection with the $75 million debtor-in-possession financing for TerreStar Networks, Inc. and certain affiliates.

  • Angiotech Pharmaceuticals, Inc., as debtor-in-possession, in connection with its $28 million cross border debtor-in-possession financing.

  • The plan/restructuring sponsors in connection with the Keystone Automotive Operations, Inc. $75 million revolving credit facility led by Bank of America, N.A., and $120 million term loan facility led by Goldman Sachs Lending Partners LLC to finance the restructuring of Keystone and its subsidiaries.

  • A collective of debtor-in-possession lenders to Delphi Automotive in connection with their successful $3.25 billion credit bid for Delphi and the related $1.0 billion post-emergence financing for the reorganized debtor.

  • Credit Suisse as Administrative Agent for the lenders to Champion Enterprises in connection with Champion’s pre-bankruptcy workout and restructuring, debtor-in-possession financing and emergence following a successful credit bid by a group of secured lenders.

  • Silver Point Finance in connection with the bankruptcy of Muzak Holdings and its successful credit bid for the assets of Muzak, as well as in its role as second lien administrative agent and a lender under Muzak’s post-emergence credit facilities.

  • EnviroSolutions, Inc., in connection with its pre-bankruptcy workout and restructuring, bankruptcy filing, debtor-in-possession financing and $115 million first lien/second lien post-emergence financing.

  • Journal Register, Inc. in connection with its pre-bankruptcy workout and restructuring, bankruptcy filing, debt for equity swap and $305 million first lien/second lien post-emergence financing.

  • RathGibson, Inc. in connection with its pre-bankruptcy workout and restructuring, bankruptcy filing, debtor-in-possession credit facility and successful emergence from chapter 11.

  • Greatwide Logistics Services, Inc. in connection with its pre-bankruptcy workout and restructuring, bankruptcy filing, $73.6 million debtor-in-possession credit facility and successful emergence from Chapter 11 via a credit bid by its senior lenders.

  • CCS Medical, Inc. in connection with its pre-bankruptcy workout and restructuring, bankruptcy filing, debtor-in-possession financing and post-emergence financing.

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Institutional Private Placements

Willkie has long been a leader in representing investors, including major insurance companies and other institutional investors, and issuers in the global institutional private placement market. In recognition of our preeminence in this area, one of our partners has been named a Trustee of the American College of Investment Counsel, a leading industry group. Highlights include our representation of:

Institutional Private Placements

  • Aberdeen Asia-Pacific Income Fund, Inc., as Issuer, in connection with the issuance of $200 million of Senior Secured (Private Placement) Notes as a part of a larger $600 million financing.
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Debt Offerings

Willkie frequently represents underwriters, initial purchasers and issuers in private and public offerings of high-yield and investment grade notes, convertible bonds, subordinated notes and other debt securities. Please see the practice description for our Capital Markets Group for more information and a list of recent transactions.

Project Finance

We have established a strong reputation for our experience in the fields of financing law, public law and energy law, as well as environmental law and regulated activities. Working collaboratively, our attorneys have uniquely integrated their diverse legal skills to build a practice that is widely recognized as a leader in the areas of public financings, public private partnerships (PPPs), concessions and project financings (infrastructure and energy) notably in France, North Africa and the Middle East. The group also assists in an array of related legal matters involving procurement law, administrative law and construction law, and provides comprehensive advice on project planning and permitting. We handle a wide range of financing transactions including leveraged finance, acquisition finance, real estate finance, and project finance, as well as advise on syndicated and bilateral lending transactions. The firm advises both public and private entities on major public and social infrastructure projects such as the development of underground trains, high speed railway lines, motorways, hospitals, stadiums, airports, tunnels, and waste treatment facilities, among others, including in the context of PPPs. We also advise on projects in the water, power, petrochemical, industrial and metals, and mining sectors. Clients include host governments, regulators, sponsors, contractors, off-takers, export credit agencies and lenders.

Derivatives

Willkie counsels hedge fund, investment bank, institutional investor and corporate clients in structuring and documenting complex over-the-counter derivative products, credit default swaps, cash flow swaps, total rate of return swaps along with interest rate, equity, commodity and currency swaps and other hybrid instruments. We also advise on a wide range of regulatory issues related to derivative products, including securities, commodities and insolvency issues.

Litigation

Our litigators add crucial depth and perspective to our finance practice. Our collaborative approach to client service ensures that our clients benefit from their knowledge in the latest developments in the intersection of relevant law and finance. Recent highlights include:

Litigation

  • Willkie obtained a substantial victory on behalf of our client Merrill Lynch in DKR Soundshore Oasis Holding Fund Ltd. v. Merrill Lynch International and Merrill Lynch & Co., Inc., No. 650327/09, which created new law in the area of credit default swaps and the interpretation of ISDA form documents.

  • Willkie’s representation of a participant in connection with issues arising from its purchase of a participation in a loan made to Empresas Cablevisión, S.A.B. de C.V. from JPMorgan Chase Bank, N.A.

  • Willkie successfully defended Credit Suisse AG, Cayman Island Branch in a fraudulent conveyance and lender liability action brought in the United States Bankruptcy Court for the District of Delaware by the Official Committee of Unsecured Creditors of Champion Enterprises, a leading U.S. manufacturer of prefabricated housing and other real estate structures. The central issue that was tried was plaintiff’s claim that Credit Suisse, as Administrative Agent to the group of Champion’s lenders, breached a $187 million Credit Agreement by assigning Champion’s debt to an entity, MAK Capital Fund LP, without Champion’s prior consent as required under the Agreement.  Plaintiffs allege that this breach of the Credit Agreement by Credit Suisse triggered the acts that ultimately led to Champion’s eventual bankruptcy filing and resulted in approximately $100 million in damages to the group of unsecured creditors.  In an 81-page decision, the Court found that Champion’s breach of contract claims failed as a matter of fact and law.  The court found that: 1) based on its own counsels’ advice, Champion itself eventually recognized MAK Capital’s status as a Lender well before the bankruptcy filing; 2) Champion knowingly released claims relating to the alleged breach in an amendment to the Credit Agreement, rejecting the assertion that the release was secured through coercion; 3) plaintiff failed to offer any competent evidence that the alleged breach caused Champion or plaintiff to suffer any damages; and 4) plaintiff’s expert failed to prove the existence of any non-speculative damages whatsoever, having offered subjective estimates of value that were based on untested, unverified and unreliable projections.

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