August 26, 2015

Willkie advises GSO Capital, a lending affiliate of The Blackstone Group, in its bank deal to provide all of the second lien facilities to finance the acquisition of Belk, Inc. by Private Equity Sponsor Sycamore Partners. 

On August 23, Willkie client GSO Capital Partners, one of the largest credit-focused alternative asset managers in the world and a lending affiliate of The Blackstone Group, entered into commitment papers to provide the entire $600 million second lien secured term loan facility to finance, in part, the acquisition of Belk, Inc. by private equity sponsor Sycamore Partners for $2.7 billion dollars.  First lien financing consisting of a $1.775 billion secured term loan and an $800 million working capital facility will be provided by a syndicate of other lenders.  The commitment of GSO Capital is subject to customary conditions, including the negotiation of definitive financing arrangements and other conditions set forth in the commitment papers, and the transaction is expected to close before year end.

Belk, Inc. is a 127-year-old department store chain concentrated in the southern United States and is headquartered in Charlotte, North Carolina.  Belk is the largest family owned and operated department store business in the United States, with almost 300 locations in 16 Southern states.  Belk also operates an e-commerce business. Sycamore Partners is a private-equity firm in New York known for investing in retail companies and seeking to reinvigorate them, and oversees more than $3.5 billion in capital.  Sycamore purchased Talbots in 2012.

The Willkie finance team is being led by partner Michael Zinder and associate Joshua Deason.  Corporate and acquisition agreement matters are being led by partner Bill Gump and associates Bradley Friedman and Robert Rizzo. Substantial assistance was also provided by of counsel William Thomas and associate Annise Maguire on environmental matters, partner Eugene Chang on IP matters, partner David Drewes and associate Kathryn Crowe on real estate matters, partner Rick Reinhold and associate Kal Dargan on tax matters, and partner Mark Holdsworth and associate Andrew Shapiro on benefits matters.