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Leveraged Financing 2014


Speaker(s): Angela L. Fontana, Ann Makich, Brian Tramontozzi, Byung W. Choi, David A. Brittenham, Edwin E. Smith, Erik W. Hepler, James J. Mastroianni, Jeffrey E. Ross, Jennifer L. Hobbs, John Toriello, Julian S.H. Chung, Kirk A. Davenport, II, Patrick J. Ryan, Peter C. Kostant
Recorded on: May. 7, 2014
PLI Program #: 51756

Ann Makich is a partner in Cahill's corporate practice group.

Ann's practice is principally focused on leveraged financings for acquisitions, recapitalizations and going­ private transactions. Her clients include leading investment banking firms and commercial banks. Ann

has represented underwriters, placement agents and initial purchasers in public and private high yield, investment grade and equity offerings and secured bank loans in a wide range of industries including media, telecommunications, manufacturing, retail and natural resources. 

Ann has been a panelist on the Practising Law Institute's Leveraged Financing program for several years, and will be a member of the 2015 program covering financing commitments and acquisition agreement terms. She also was a member of PLl's inaugural "How to Read Financial Statements" presentation in 2012, which has been repeated annually since that time. Ann has been consistently recommended as a leading corporate business lawyer by Chambers USA and The Legal 500.

Selected Matters:

  • Representation of Bank of America and other commercial banks in providing the $2.3 billion senior secured cred it facility in connection with the acquisition by Genesee & Wyoming Inc. of RailAmerica, Inc.
  • Representation of the lead arrangers in connection with a $6.5 billion senior unsecured interim loan and a $2.5 billion senior subordinated interim loan for the acquisition of First Data Corporation by KKR.
  • Representation of the initial purchasers in the $2.2 billion Rule 144A offering by First Data Corporation of high yield notes, the proceeds of which were used to repay a portion of the senior unsecured interim loans that funded part of the acquisition.
  • Ongoing representation of the lead arrangers in connection with securities offerings by First Data Corporation.
  • Ongoing representationof the underwriters in connection with securities offerings by Comcast Corporation.
  • Ongoing representation of the underwriters in connection with securities offerings by affiliates of Ventas, Inc., an S&P 500 company and the leading seniors housing and healthcare real estate investment trust in the United States. 
  • Ongoing representation of the initial purchasers in connection with securities offerings by DISH Network. 
  • Representation of the lead arrangers in connection with securities financings for QVC, Inc. 
  • Representation of Citigroup and the other lead arrangers in connection with the $2.0 billion senior secured term loan facility that provided a portion of the proceeds for the acquisition by KKR and Clayton, Dubilier & Rice of USFoods. 
  • Representation of Deutsche Bank and the other lead arrangers in connection with the senior secured term loan financing for the acquisition by Platinum Equity of BWAY Corporation.
  • Representation of Deutsche Bank and the other lead arrangers in connection with the senior secured term loan financing for the acquisition by TPG of Fleetpride Corporation.

Ann has practiced at Cahill since her graduation from Columbia Law School. She became a partner in 2005.


 

PRACTICES

  • Banking and Financial Services
  • Global Finance
  • Private Equity

INDUSTRIES

  • Hospitality

AREAS OF FOCUS

  • Borrower Representations Debt Financing
  • Real Estate Workouts and Restructurings Sports
  • Syndicated and Leveraged Finance Workouts and Restructurings

Angela Fontana is a corporate  partner in the Dallas office of Sidley Austin LLP, a member of the firm's Global Finance and Private Equity groups and is a co-head of the Private Equity group.

Ms. Fontana's practice focuses  on financing transactions and debt restructurings across a variety of industries. Angela regularly represents  borrowers  as well as direct lenders and financial institutions, she has been involved in a wide variety of financing transactions in both the United States and abroad. Angela's extensive experience includes investment grade lending, commercial  paper facilities, letter of credit facilities, leveraged  lending, asset­ based lending, mezzanine financing  and workouts and restructurings, including debtor-in-possession and exit financings.

Angela was recently selected by her peers for inclusion in The Best Lawyers  in America 2017 in the fields of Banking and Finance Law and Corporate  Law. She was named the Best Lawyers' 2017 Banking and Finance Law "Lawyer of the Year'' in Dallas/Fort Worth. Angela was recognized in Chambers  USA- America's Leading Lawyers for Business 2005-2016 in the field of Banking and Finance and was selected as a finalist for the Chambers  USA Women in Law' Awards 2013 and 2012 in the category  of Finance. She was named a "leading" Practitioner  in Banking in The International  Who's Who of Banking Lawyers  2007-2012. She was a recognized lawyer in The LegaiSOO US 2007, 2009, 2010,2014, 2015 and 2016; a "leading" lawyer for bank lending in IFLR 1000: The Guide to the World's  Leading  Financial Law Firms 2009; named in The Best Lawyers in America 2009-2017 and is included in the inaugural  edition of the Guide to the World's Leading Women in Business Law. She was also named a Texas Super Lawyer in 2003-2017 and D Magazine's  Best Lawyers in Dallas 2011-2016.

Angela has been recognized in the 2014, 2015 and 2016 editions of the IFLR1000 as a "Leading Lawyer" in Banking and Finance in the United States.

Ms. Fontana serves on the Dallas Heritage Village Board of Trustees,  the Iowa Law School Foundation Board of Directors and is a member of the City of University Park Employee Benefits Committee.

Ms. Fontana received her B.B.A., from the University of Iowa in 1987 with an emphasis in accounting  and her J.D., with distinction, from the University  of Iowa College of Law in 1989.


Brian Tramontozzi
Managing Director, High Yield Capital Markets

Brian Tramontozzi is a Managing Director in High Yield Capital Markets and Head of HY Liability Management. Mr. Tramontozzi has completed well over 500 transactions in his 17+ year career in Leveraged Finance. He graduated from Georgetown University in 1994 with degrees in Finance and Management. That summer, he joined Chemical Securities Inc. in the High Yield Finance group as an analyst at a time when the group was only in its first full year of existence. In 1997, he moved to High Yield Capital Market with primary sector responsibility for Chemicals, Forest Products, Manufacturing, Oil & Gas, Consumer Products as well as completing numerous Leveraged Buyouts.

With the economic downturn in 2008, he moved to the Restructuring Group, where he worked on a number of exit financings, distressed amendments, workouts and DIP loans. In 2010, he returned to High Yield Capital Markets covering Oil & Gas, Forest Products, Chemicals, Power, Real Estate, Retail, Consumer Products as well as became JPMorgan's Head of HY Liability Management. He is an avid outdoorsman and a certified NYS interior firefighter and is and active member in the Bedford, New York volunteer fire department.


David Brittenham is a corporate partner of Debevoise & Plimpton and the co-chair of the firm’s Finance Group.  He focuses his practice on complex leveraged and acquisition financings, such as the $15 billion acquisition of Hertz by The Carlyle Group, Clayton, Dubilier & Rice and Merrill Lynch Private Equity and the $5.9 billion acquisition of King Digital by Activision Blizzard.  Mr. Brittenham is ranked as a leading finance and capital markets lawyer by Chambers Global (2016), Chambers USA (2016) and The Legal 500 US (2016).

Mr. Brittenham is a contributing author of The Private Equity Primer: The Best of the Debevoise & Plimpton Private Equity Report and the Debevoise & Plimpton Private Equity Report and is co-author of “Bond Restructuring Challenges,” Debevoise & Plimpton Private Equity Report (Fall, 2015, Volume 15, Number 2), “Alternative Leveraged Lending Structures And Limitations,” Law360 (June, 2015); “United States: Everything Old Is New Again: PIK Notes,” Mondaq (February, 2015), “New Banking Guidance May Impact Leveraged Lending,” Law360 (August, 2013), “Got Financing? You May Have to Extend Your Tender Offer,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (April, 2013), “Doing a Debt Tender Offering and Consent Solicitation,” Insights (2007), and “Recent Structural Developments in High Yield Financings,” Euromoney Syndicated Lending Handbook (2004). He has been a co-chair for PLI’s Leveraged Financing and Private Equity Acquisition Financing Summit programs since 2006.

Mr. Brittenham joined Debevoise in 1985 and became a partner in 1992.  He received his B.A. from Cornell University in 1977 and his J.D. from Columbia University School of Law in 1984, where he was Articles Editor of the Columbia Law Review.  Prior to joining Debevoise, Mr. Brittenham served as a law clerk to the Hon. Jack B. Weinstein, U.S. District Court for the Eastern District of New York, from 1984 to 1985.


Edwin Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies, and international transactions. He is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border. His representations have included those in major bankruptcies including Refco, Lehman, and the City of Detroit. He often advises financial institutions on documentation and risk management issues.

Ed advises creditors and counter-parties on commercial and insolvency risks in sales, leasing, financing, investment securities, and derivatives transactions and has represented parties in major insolvencies. He has been a guest speaker for bar and trade organizations including ALI-CLE, the American Bar Association, the American Bankruptcy Institute, the International Insolvency Institute, the Association of Commercial Finance Attorneys, the Boston Hedge Fund Group, the Commercial Finance Association, the National Conference of Bankruptcy Judges, the Equipment Leasing Association, the Practicing Law Institute, the Risk Management Association, and various local bar associations. Having actively participated as a Uniform Law Commissioner in the drafting of a number of the recent revisions to the Uniform Commercial Code (UCC), Chambers USA noted he “probably knows as much about UCC as anybody in the country.”


Jennifer Hobbs is a Partner at Simpson Thacher & Bartlett in the Corporate Department.  Cited as a “national star in financings of leveraged acquisitions” by Lawdragon and selected as one of its 500 Leading Lawyers in America in 2014, 2015 and 2016, Jennifer focuses on acquisition finance and advises on a broad range of financings for many of the Firm’s leading private equity and corporate clients. Her primary clients include Silver Lake Partners and the private equity group at Goldman Sachs, together with their portfolio companies. Over the years, she has also represented private equity clients Apax Partners, BC Partners, Hellman & Friedman, EQT Partners and Warburg Pincus. Her corporate clients include Mars, Incorporated, Dell, Inc., Symantec Corporation, Accenture and Aramark Corporation.    

Clients turn to Jennifer for her “intelligent, practical, and insightful approach” (Chambers USA) to financing multibillion dollar transactions. Highlights include advising:

  • Silver Lake Partners and Dell in connection with their $67 billion acquisition of EMC Corporation;
  • BC Partners in connection with their $8.7 billion acquisition of Dell;
  • A Goldman Sachs-led consortium in connection with the debt financing for the $22 billion acquisition of Kinder Morgan, and subsequently Kinder Morgan in connection with the debt financing for its $38 billion acquisition of El Paso Corporation; and
  • Mars in connection with over $22 billion of debt financing for its acquisition of Wm. Wrigley Jr. Company.

Jennifer’s accolades include:

  • Chambers USA: America's Leading Lawyers for Business (2015, 2016)
  • Lawdragon Magazine, 500 Leading Lawyers in America (2014, 2015, 2016)
  • Euromoney’s American Women in Business Law Awards, “Best in Banking and Finance” (2014)
  • The American Lawyer, Top “45 Under 45” Women Lawyers (2011)
  • The Legal 500 United States (2010, 2012)

Jennifer received her J.D. from New York University in 1997, where she was a member of the NYU Law Review. She received  her Masters of International Affairs from Columbia University School of International & Public Affairs in 1992 and her B.A., with high honors, from the University of Texas in 1989, where she was elected to Phi Beta Kappa.


Kirk A. Davenport is a partner in the New York office of Latham & Watkins. Mr. Davenport is a member of the firm's Corporate Department. He also serves as Co-chair of the national office of Latham & Watkins, a central resource for clients and Latham attorneys facing complex issues arising under the US securities laws.

Profile

  • Capital markets
  • Securities laws
  • Debt and equity financings

Experience

Mr. Davenport's clients include:

  • US and international investment banks
  • NYSE and NASDAQ-listed companies
  • Leveraged buyout funds
  • Mezzanine investment funds

Mr. Davenport has represented issuers and underwriters in public and private high yield, convertible note and equity offerings as well as tender and exchange offer transactions, both domestically and abroad. In the lending arena, he has represented lenders and borrowers in secured and unsecured acquisition and other debt financings. He has also represented private equity funds and others in prepackaged bankruptcy plans.

Thought Leadership

  • The Good, the Bad and the Offer: Law, Lore and FAQs
  • Desktop Staleness Calendar for 2014 Offerings 
  • The JOBS Act Establishes IPO On-Ramp
  • The Bought Deal Bible
  • Financial Statement Requirements in US Securities Offerings: What You Need to Know
  • Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know
  • Recent Developments In Recent Developments — Using "Flash" Numbers in Securities Offerings
  • Cheap Stock: An IPO Survival Guide
  • Upsizing and Downsizing Your IPO
  • Adjusted EBITDA Is Out of the Shadows as Staff Updates Non-GAAP Interpretations
  • Navigating Debt Repurchases - Issues and Answers
  • Selecting a Securities Exchange: NYSE, NASDAQ, and Key European Exchange Listing Requirements for Equities
  • The AHYDO Rules and the PIK Toggle Feature
  • Giving Good Guidance - What Every Public Company Should Know

Education

JD, University of Michigan Law School, 1984, magna cum laude; Order of the Coif

BA, Brown University, 1981

Bar Qualifications

New York

Languages

English

Recognition Highlights

"Superstar" Kirk Davenport "cuts through things very quickly," impressed market sources say. - Chambers USA 2014

Featured in Band 1 of Chambers USA and Chambers Global, noting that he is a "highly keen on making sure his clients are happy and he'll do anything for his clients" and an "energetic and technically gifted" lawyer.
Chambers USA2012-2014, and Chambers Global 2014

Mr. Davenport was selected by the American Lawyer in 2013 as one of "The Top Big Law Innovators of the Last 50 Years," in an article that highlighted "the ideas and initiatives that changed the world of big law over the past half century, and the people behind them."


Patrick Ryan is the Head of the Firm’s Banking and Credit Practice and a member of the Executive Committee. Patrick regularly represents leading financial institutions and investment banks in connection with the arrangement and syndication of senior credit facilities, including acquisition, bridge and other corporate financings. He has significant experience in complicated financings in the leveraged finance, investment-grade, and asset-based markets, often working with clients to develop innovative structures or to find solutions to difficult issues. He has also advised on the restructuring of existing credit facilities and other related financings, including DIP and exit financings.

Patrick’s financial institution and investment banking clients include JPMorgan, Barclays Capital, Deutsche, Morgan Stanley, and  Royal Bank of Canada, among others. Patrick also represents companies in connection with their financing activities, and his clients have included American Media, AOL, Bard, Cengage Learning, Evercore, Hulu, MasterCard, News Corporation, Radioshack, Sky Deutschland, Travelers Companies, 21st Century Fox and Universal Studios, among others. Patrick is also active in representing clients in sports and entertainment ventures, including the representation of Forest City Ratner Companies and other investors in connection with the acquisition and relocation of the Nets NBA franchise to Brooklyn.

Notable recent transactions include representing:

  • JPMorgan and Barclays in connection with $12.5 billion of bridge financing for Thermo Fisher Scientific Inc.’s acquisition of Life Technologies Corporation
  • Deutsche Bank, Barclays, Citi and Bank of America Merrill Lynch in connection with $5.1 billion of financing for Avago Technologies’ acquisition of LSI Corporation
  • JPMorgan and Wells Fargo in connection with $1.475 billion in financing for Wolverine World Wide’s acquisition of the Performance + Lifestyle Group business of Collective Brands, Inc.
  • Barclays and HSBC in connection with $4.35 billion of bridge financing for Perrigo Company’s acquisition of Elan Corporation
  • JPMorgan and Deutsche Bank in connection with $3.1 billion in financing related to the merger of Dex Media and SuperMedia and their emergence from Chapter 11
  • JPMorgan and The Bank of Tokyo-Mitsubishi in connection with $1.2 billion in bridge financing for Total System Services in connection with its acquisition of NetSpend
  • News Corporation in connection with $650 million in senior credit facilities
  • JPMorgan in connection with approximately $2.7 billion in financing for Delta Airlines
  • JPMorgan in connection with $1.465 billion in financing related to Gannett’s acquisition of Belo Corporation
  • JPMorgan in connection with $3 billion in financing for Sprint Nextel
  • JPMorgan in connection with $950 million in asset-backed financing for Trac Interpool

Patrick is ranked among the leading banking and finance lawyers in the United States and the world by publications such as Chambers USA, Chambers Global, The Legal 500 United States, IFLR1000 and The Best Lawyers in New York.

Patrick received his B.A., magna cum laude, from Manhattan College in 1985 and his J.D., cum laude, from Fordham University School of Law in 1989. He spent a year at University of Dublin, Trinity College from 1985 to 1986.


Byung is co-head of the global finance practice group at Ropes & Gray LLP. He focuses his practice on leveraged finance transactions, including syndicated credit facilities, high yield bond offerings, asset-based financings and bridge facilities. He is widely praised for his command of market terms, extensive experience and ability to successfully execute the most difficult deals. Byung has deep experience representing private equity firms and their portfolio companies, debt investment funds and public companies. Byung’s clients include Bain Capital, Silver Lake Partners, Summit Partners and TPG Capital.

This year marks the third consecutive year that Byung has been featured as a panelist in Practising Law Institute’s Leveraged Financing program, speaking in 2014 and 2015 on the “Acquisition Finance Update” panel.

Byung has been ranked as a leading lawyer in IFLR1000 (2015), The Best Lawyers in America (2001-2016), Chambers USA: America’s Leading Lawyers for Business (2009-2015) and Legal 500 (2013-2015).

Byung received his BA, cum laude, from Williams College and his JD, summa cum laude, from Boston University School of Law. He is a member of the Massachusetts Bar.


Erik Hepler is a partner in the New York office of Kirkland & Ellis LLP, practicing in the Debt Finance department. His practice focuses on secured commercial lending transactions. He represents borrowers and lenders in connection with syndicated loan facilities, bridge financings, notes offering, mezzanine loans and intercreditor arrangements. He also advises debtors and lenders in restructurings, insolvency proceedings and enforcement actions.


Jeffrey Ross is a corporate partner and a member of the firm’s Finance and Private Equity Groups. His practice focuses on complex acquisition and leveraged financings such as the $3.2 billion acquisition of Emergency Medical Services Corporation by Clayton, Dubilier & Rice, the $2.7 billion acquisition of Local TV Holdings by Tribune Company and the $5.9 billion acquisition of King Digital by Activision Blizzard. Mr. Ross is ranked as a leading lawyer by Chambers USA (2014-2015), which describes him as a “responsive,” “smart” and “very creative and commercial” advisor, who “goes the extra mile to make sure that [clients] have thought through all the issues.” He is recommended by The Legal 500 US (2013-2015), where clients are noted to “have a high degree of trust” in him, citing him as “exceptional on both the financing and the M&A front” and an “excellent leveraged finance lawyer.” He has been identified as a “rising star” in private equity by Law360 (2012).

Mr. Ross publishes frequently on legal matters related to finance topics. Recent articles include “Alternative Leveraged Lending Structures And Limitations,” Law360 (June, 2015); “SunGard 2.0,” The M&A Lawyer (2014); “Del Monte: Staple Remover?” The Deal Pipeline (2012); and “Some Pitfalls In Financing Carve-Outs,” The Deal (2012). He is also an Editor of the Debevoise & Plimpton Private Equity Report; and a contributing author to the annual Health Care Mergers and Acquisitions Answer Book (Practising Law Institute, 2015). Mr. Ross is a guest lecturer on leveraged finance in a course entitled Private Equity Playbook at Cornell Law School.

Mr. Ross joined the firm in 2005 and became a partner in 2010. He received a J.D. cum laude from Cornell Law School in 1999, an M.A., first class honors, in International Relations from University of Melbourne, Australia in 1997 and a B.A. from Columbia University in 1995.


Jim Mastroianni is a principal in the Mergers & Acquisitions Tax Group in the New York office of PWC.

Jim's primary focus includes tax structuring and due diligence work for domestic and cross-border M&A transactions for both private equity and strategic buyers.  He has represented clients in numerous acquisitions, dispositions and restructurings, across a broad range of industries. Jim has been with PWC since 2004.  Prior to joining the firm, Jim worked as a tax attorney at a major law firm in Philadelphia. 

Jim has an LL.M. in Taxation from New York University, a J.D. from Villanova University and a B.S. in finance from Boston College.  Jim is a member of the bar in Pennsylvania and New Jersey.


Julian Chung, a partner in the New York office, is a member of the firm’s Banking and Debt Capital Markets group. She focuses her practice on the representation of large financial institutions and borrowers in commercial lending transactions, with an emphasis on senior secured finance for leveraged acquisitions. Julian also represents financial institutions and debtors in connection with restructurings and refinancing existing credit facilities.

Recent examples of Julian’s work include advising:

  • Barclays Capital, as agent, in connection with a US$1.825 billion first/second lien secured credit facilities for a borrower specializing in automotive dealership properties.
  • United States Treasury Auto Task Force in negotiating and supervising all debtor-in-possession (DIP) and exit financings for both the General Motors and Chrysler restructurings. The General Motor’s US$33.3 billion DIP financing is noted as the largest DIP financing in history.
  • LyondellBasell Industries in its US$6.5 billion DIP financing, which was the largest bank financed DIP financing in history and included an innovative "roll-up" of its pre-petition indebtedness, and its exit financings.
  • JPMorgan, as agent, in the out-of-court restructuring of US$1.8 billion senior secured credit facilities for an international resort company.
  • CVS Corporation in connection with bridge financings to acquire Longs Drugs and Caremark.
  • UBS AG, Stamford Branch, as agent, in connection with a US$1.9 billion global multi-currency financing to the owner and operator of international malls.
Julian was named to the list of The American Lawyer’s 45 Under 45, which honors the top young women of the AmLaw 200. The January 2011 issue notes her work on the DIP financings of Chrysler, GM and Lyondell.

Before joining Orrick, Julian was a partner in the Corporate practice at Cadwalader.

Admitted in New York.

Publications
  • Co-author, “Motors Liquidation Bankruptcy Court Applies the Brakes to Unauthorized Termination Statements,” U.C.C. Law Journal Vol. 45 #2, August 2013
  • Co-author, “General Motors Bankruptcy Court Applies the Brakes to Unauthorized Termination Statements,” Orrick Client Alert, March 2013
  • Co-author, “In Fontainebleau Appeal, Eleventh Circuit Confirms That Term Lenders Lack Standing To Enforce Revolving Lenders’ Commitments,” Orrick Client Alert, February 2013

Speeches & Programs
  • Panelist, “A Drive-by on Two Recent Decisions Affecting Syndicated Lenders,” LSTA Continuing Legal Education Presentation, May 16, 2013
  • Speaker, “Drafting in Leveraged Finance,” PLI Leveraged Financing 2013 Conference, New York, NY, May 8, 2013

Related Practice Areas
  • Banking & Debt Capital Markets
  • Corporate
  • Restructuring
  • Distressed Assets & Alternative Investments
Education
  • J.D., cum laude, Yeshiva University, Benjamin N. Cardozo School of Law, 1995
  • B.A., New York University, 1992
Honors
  • 2012 Alumni Honoree, Cardozo Law School Black, Asian Latino Law Students Association
  • 2011 edition of the Legal 500, Leading practitioner in bank lending
  • The American Lawyer’s 45 Under 45 


Peter C. Kostant is a Visiting Professor at New York Law School, an Adjunct Professor at Fordham University School of Law and Brooklyn Law Schools. He is a graduate of Yale College and Fordham Law School and holds a Master's Degree in Chinese Studies from Washington University in St. Louis.  He practiced law with several firms including Dewey Ballantine and Holtzmann, Wise and Shepard.  He is the author of Practical Applications of the Law: Business Organizations, published by Little, Brown & Company and numerous scholarly articles.


John is a Director in PwC’s Transaction Services practice, providing transaction support to private equity and corporate clients in a variety of areas including acquisitions, divestitures, and capital raising transactions. John has supported clients in this role across North America, Europe, and Asia.

Prior to his current role, John was a Director in the firm's National Professional Services Group.  During that time, John was a member of PwC’s risk management team in the United States, advising the firm’s engagement teams on technical matters in a variety of areas, including derivatives, hedging, financing transactions, and investment transactions.

John recently attended Genesis Park, a global leadership development program designed by PwC.  John received his B.S. in Accounting from Lehigh University, is a Certified Public Accountant in New York and California and is a member of the American Institute of Certified Public Accountants.