Leveraged Buyout Finance - PDF by ruu16507

VIEWS: 127 PAGES: 8

More Info
									                         Leveraged Finance




Dewey & LeBoeuf LLP   Americas | Europe | Russia/CIS | Asia Pacific | Africa | Middle East   dl.com
About Dewey & LeBoeuf


Dewey & LeBoeuf is a full-service law firm providing
counsel throughout the Americas, Europe, Russia/
CIS, the Middle East, Asia and Africa. With more than
1,100 lawyers in major financial and commercial centers,
the firm represents national and global corporations,
financial institutions and government agencies in their
most complex legal matters.

For additional information, please visit www.dl.com.




Dewey & LeBoeuf LLP | Leveraged Finance
Leveraged Finance

Dewey & LeBoeuf has a leading              array of financings, including first and   sion and exit financings, as well as
Corporate Finance practice that            second lien leveraged loans, high-         distressed tender and exchange
handles transactions throughout            yield bonds, bridge loans, mezzanine       offers.
the world and across borders. The          financings and debtor-in-possession
practice consists of more than 200         financings. We also have exten-            With offices in many of the world’s
lawyers located in offices in major        sive experience representing major         leading financial centers we are
global financial and commercial            global corporations, private equity        uniquely qualified to combine inter-
centers, including New York, London,       firms, regional issuers in markets         national deal execution with local law
Frankfurt, Hong Kong, Beijing, Milan,      throughout the world and early-stage       advice. We deliver seamless advice
Rome, Paris, Riyadh, Moscow,               private companies. Our lawyers have        in large, complex multijurisdictional
Almaty and Warsaw. We are one of           well-recognized acquisition finance        financings, with experienced lawyers
the world’s top law firms for issuers      capabilities and regularly work with       from our various global offices and
and underwriters in capital markets        and across from the largest and most       practice areas functioning in unified
transactions, and are consistently         sophisticated private equity firms         teams to provide outstanding client
ranked by Thomson Financial, The           in connection with the financing of        service in the most demanding
American Lawyer and Chambers               leveraged buyouts.                         circumstances.
USA as among the leading legal
advisors to issuers and underwriters       Our Leveraged Finance practice also        Dewey & LeBoeuf’s Leveraged
of debt, equity and equity-related         represents a wide range of issuers,        Finance practice also has deep            |   3
securities.                                lenders, borrowers and dealer-             knowledge and extensive experience
                                           managers in consent solicitations,         in serving the finance needs of clients
Within our Corporate Finance prac-         tender offers, exchange offers, loan       in a wide range of industry sectors,
tice, we have a dedicated group of         buybacks, amendments, waivers and          including insurance, healthcare,
partners and associates executing          other liability management transac-        energy/natural resources and global
leveraged finance transactions glob-       tions. In addition, our leveraged          power. These are industries in which
ally. Our Leveraged Finance practice       finance lawyers work closely with the      pervasive regulation and complex
regularly provides counsel to leading      firm’s preeminent Business Solu-           commercial imperatives make truly
investment banks, commercial banks         tions and Governance Department            experienced legal counsel of great
and other financial institutions, acting   in connection with debtor-in-posses-       benefit to our clients.
as underwriters, arrangers, place-
ment agents or lenders in a broad
        Leveraged Finance (cont’d)

        Notable High-Yield,                      high-yield notes for YCC Holdings          • Represented the initial purchasers
                                                 LLC and Yankee Finance, Inc.               in connection with the high-yield
        Leveraged Loan and
                                                 • Represented the lead arrangers           bond offering and equity issu-
        Related Financing                        in connection with $350 million of         ance used by Phillips-Van Heusen
        Transactions                             revolving credit facilities for Centene    Corporation to finance a portion of its
                                                 Corporation;                               approximately $3 billion acquisition of
        Dewey & LeBoeuf lawyers have             • Represented the initial purchasers       Tommy Hilfiger;
        represented participants in a number     in connection with $400 million of         • Represented the lead arrangers
        of significant high-yield debt and       senior secured notes and the lead          in connection with exit financing
        leveraged loan transactions, including   arrangers in connection with a             consisting of a $450 million senior
        the following recent matters:            $50 million senior secured revolving       secured credit facility in the Chapter
                                                 credit facility for NAI Entertainment      11 proceedings of Spansion Inc.;
        • Represented the initial purchaser in
                                                 Holdings;                                  • Represented the lead arrangers
        connection with $225 million of high-
                                                 • Represented the lead arrangers           in connection with a $290 million
        yield bonds for The New York Times
                                                 in connection with $950 million of         senior secured credit facility used
        Company;
                                                 senior secured credit facilities and the   by CIT Group Inc. to refinance the
        • Represented the lead arrangers
                                                 initial purchasers in connection with      outstanding indebtedness of BRSP,
        in connection with $415 of senior
                                                 $825 million of high-yield bonds for       LLC, which is secured by payments
    |   secured credit facilities for Renal
4                                                DineEquity, Inc.;                          under certain lessor notes issued as
        Advantage Holdings, Inc. to finance
                                                 • Represented the initial purchasers       part of a leveraged lease financing by
        KRG Capital Partners, LLC and Bain
                                                 in connection with a $525 million          the owner lessors of two natural gas
        Capital Ventures’ acquisition of Renal
                                                 of high-yield bonds and the lead           power generation projects located in
        Advantage, Inc.;
                                                 arranger in connection with a              South Carolina and Arizona;
        • Represented CNO Financial Group,
                                                 $500 million senior secured revolving      • Represented the lead arrangers in
        Inc. in connection with a $375 million
                                                 credit facility for HealthSouth            connection with approximately
        first lien term loan and the issuance
                                                 Corporation;                               $230 million of Shari’ah compliant
        of $275 million of first lien secured
                                                 • Represented Constellation                credit facilities, including a
        notes;
                                                 Enterprises LLC in connection with         $120 million first lien term loan
        • Represented the initial purchasers
                                                 $130 million of senior secured high-       facility, $25 million first lien revolving
        in connection with $315 million of
                                                 yield bonds and $25 million of senior      credit facility, $60 million second lien
                                                 secured asset-based credit facilities;     mezzanine facility and $25 million




        Dewey & LeBoeuf LLP | Leveraged Finance
subordinated unsecured mezzanine           Yankee Candle Company by Madison             buyout of Sheridan Healthcare by
facility used to refinance all of the      Dearborn Partners;                           Hellman & Friedman;
outstanding indebtedness of PODS           • Represented the lead arrangers in          • Represented PG&E Corporation in
Inc., a portfolio company of Arcapita;     connection with the first and second         connection with approximately
• Represented JPMorgan Chase               lien credit facilities used to finance       $2.9 billion of exit financing for Pacific
and Anchorage Capital Funds in             the approximately $1 billion leveraged       Gas & Electric Company, consisting
connection with a pre-petition term        buyout of Air Canada Transportation          of senior secured credit facilities and
loan facility and an exit financing in     Services by KKR and Sageview;                capital markets debt issuances;
the Chapter 11 proceedings of Bally’s      • Represented the lead arrangers in          • Represented Tropicana
Total Fitness;                             connection with the first and second         Entertainment in connection with the
• Represented the lead arrangers           lien credit facilities used to finance the   senior secured credit facilities used
in connection with the bank, debt          approximately $1.5 billion leveraged         to finance a portion of its $2.5 billion
and equity bridge financings used          buyout of Goodyear’s engineered              acquisition of Aztar;
to finance the approximately $10           products division by The Carlyle             • Represented the initial purchasers
billion leveraged buyout of CDW            Group;                                       in connection with the senior unse-
Corporation by Madison Dearborn            • Represented the lead arrangers             cured and senior secured notes
Partners and Providence Equity             in connection with the Shari’ah              issued by VeraSun Energy;
Partners;                                  compliant first lien credit facilities and   • Represented the initial purchasers
• Represented the lead arrangers           mezzanine facilities used to finance         in connection with the issuance              |   5
and initial purchasers in connection       the $400 million leveraged buyout of         of $160 million of senior notes by
with the bank, bridge and high-yield       Varel by Arcapita;                           Gulfmark Offshore;
bond offerings used to finance the         • Represented the lead arrangers in          • Represented the lead arrangers
approximately $3 billion leveraged         connection with the first and second         in connection with the $675 million
buyout of Sequa Corporation by The         lien credit facilities used to finance the   senior secured credit facilities used
Carlyle Group;                             approximately $800 million leveraged         by The Carlyle Group in connection
• Represented the lead arrangers           buyout of Vertrue Inc. by One Equity         with its leveraged buyout of Wesco
and initial purchasers in connec-          Partners;                                    Aircraft;
tion with the senior secured credit        • Represented the lead arrangers in          • Represented the initial purchasers
facilities and high-yield bond offerings   connection with the first and second         and lead arrangers in connection with
used to finance the approximately          lien credit facilities used to finance       the senior secured credit facilities and
$2 billion leveraged buyout of the         the approximately $1 billion leveraged       senior subordinated notes issued
        Leveraged Finance (cont’d)

        to fund Ontario Teachers Pension         $360 million of first priority senior    for the €12 billion leveraged buyout of
        Funds’ leveraged buyout of Doane         secured notes and second priority        Wind, an Italian telecommunications
        Pet Care Company;                        senior secured notes issued by US        provider;
        • Represented the initial purchasers     Unwired;                                 • Represented the initial purchasers
        in connection with the $190 million      • Represented the lead arrangers in      in connection with Phillips-Van
        senior secured notes issuance by         connection with Antero Resources’        Heusen’s offering of $150 million
        Ormat Funding Corp.;                     $225 million second lien term loans;     senior notes, which formed part of
        • Represented the initial purchasers     • Represented the lead arrangers         the financing for its acquisition of
        in connection with the $100 million      and initial purchasers in connection     Calvin Klein;
        senior secured notes issuance by US      with the senior secured credit facili-   • Represented Omnicare, Inc.
        Shipping Partners;                       ties and mezzanine notes used by         in connection with a $2.3 billion
        • Represented the initial purchasers     Vestar Capital Partners to fund their    financing to fund its acquisition
        in connection with the $215 million      leveraged buyout of Press Ganey          of NeighborCare, Inc., consisting
        senior subordinated note issuance by     Inc.;                                    of 30-year contingent convert-
        Beverly Enterprises;                     • Represented the initial purchasers     ible bonds, high-yield bonds and
        • Represented the initial purchasers     in connection with the issuance of       common stock;
        in connection with the $250 million      $70 million of mezzanine notes used      • Represented Burns, Philp in
        senior notes issuance by Citgo           to fund a portion of the leveraged       connection with several offerings,
6   |   Petroleum Corporation;                   buyout of Universal Pegasus by KRG       including $210 million of senior
        • Represented NBTY, Inc. in              Capital Partners;                        subordinated notes, which formed
        connection with its $200 million         • Represented the providers of staple    part of the financing for a then-
        senior subordinated notes issuance;      financing for the sale of HD Supply      pending hostile takeover bid for
        • Represented the initial purchasers     by Home Depot to a group of private      Goodman Fielder;
        in connection with the $514 million      equity firms and as dealer-manager       • Represented the initial purchasers
        senior secured notes issuance by         for Home Depot’s approximately           in connection with Vanguard Health
        NSG Holdings LLC;                        $11 billion modified dutch auction       Systems’ offerings of $575 million of
        • Represented the initial purchasers     equity tender offer;                     senior subordinated notes,
        in connection with the $150 million      • Represented Weather Investments,       $216 million of senior discount notes
        senior notes issuance by Vertrue Inc.;   Wind and affiliated companies in         and $300 million of senior subordi-
        • Represented the initial purchasers     connection with the bridge, senior       nated notes;
        in connection with approximately         and second lien, high-yield financing




        Dewey & LeBoeuf LLP | Leveraged Finance
• Represented NBC Universal Inc. in        • Ranked No. 11 in US Debt, Equity      Key Contacts
connection with $300 million of senior     & Equity-related – Issuer Legal
notes and $150 million of senior           Advisor (Thomson Financial, 2008)                 John H. Cobb
notes;                                     • Ranked No. 6 in International High-             Partner, New York
• Represented Zlomrex International        Yield Corporate Debt – Issuer Legal
                                                                                             +1 212 259 7171
Finance S.A. and Zlomrex S.A. in           Advisor (Thomson Financial, 2008)
                                                                                             jcobb@dl.com
connection with €170 million of senior     • Ranked a leading firm in Capital
secured notes used to fund the             Markets: Debt and Equity in the US;
acquisition of a controlling interest in   Capital Markets: Equity in the UK and
voestalpine Stahlhandel GmbH; and          Germany; Capital Markets in Italy
• Represented King                         and Poland; and Capital Markets:
Pharmaceuticals, Inc. in connection        Structured Finance and Securitization             Jacqueline Rose
with $1 billion acquisition financing      in the US (IFLR 1000, 2008, 2009)                 Partner, New York
used to fund King’s unsolicited tender     • Ranked as a leading firm in Capital             +1 212 259 6155
offer for, and subsequent friendly         Markets: Debt and Equity in the US                jrose@dl.com
acquisition of, Alpharma Inc.              (Chambers USA, 2008)
                                           • Ranked as a leading firm in Capital
Corporate Finance                          Markets: Debt and Equity in the UK
Awards and Recognition                     (Chambers UK, 2009)                                                   |   7
                                           • Highly Recommended: Capital
• Ranked No. 3 in US Investment            Markets, Poland (PLC Which
Grade Corporate Debt — Issuer              Lawyer? 2009)
Legal Advisor (Thomson Financial,
2008)
• Ranked No. 3 in US Straight Debt –
Excluding MBS, ABS — Issuer Legal
Advisor (Thomson Financial, 2008)
• Ranked No. 10 in US Straight Debt
– including MBS, ABS – Issuer Legal
Advisor (Thomson Financial, 2008)
.




    Dewey & LeBoeuf LLP
    New York | London | Washington, DC | Abu Dhabi | Albany | Almaty | Beijing | Boston | Brussels | Chicago | Doha | Dubai | Frankfurt
    Hong Kong | Houston | Johannesburg | Los Angeles | Madrid | Milan | Moscow | Paris | Riyadh | Rome | San Francisco | Silicon Valley | Warsaw
    dl.com
    7707 REV11 06-08-2011

								
To top