USA

Nationwide

Banking & Finance


Nationwide : AN INTRODUCTION

Contributed by Davis Polk & Wardwell LLP

The US leveraged loan market began 2014 in much the way it began 2013: extending the momentum of a strong run from the end of the prior year, with margins remaining tight but covenants and other document terms increasingly flexible and predictions of a retreat for an overheated market robustly refuted. To someone new to the market, the steep cycles and anxieties of the post-financial crisis years might seem like ancient history; any recent weakness in sentiment has proved transitory. Meanwhile, familiar headwinds – continued macroeconomic concerns, the further implementation of Dodd-Frank (including CLO risk-retention rules and the looming threat of new bank or transaction taxes) and of Basel III capital rules – were joined by a 2013 introduction very specific to the bank-led leveraged loan market: the “Interagency Guidance on Leveraged Lending” and reinforcing letters from the Office of Comptroller of the Currency and the Federal Reserve to individual banks.

The investment grade loan market continues to be a separate world from leveraged loans, with relationship lenders providing revolving credit commitments that typically remain undrawn and short-term bridge facilities for specific acquisitions or other purposes. Evolution of terms in this market is conservative and incremental, usually in response to specific changes in law or practice. In contrast, leveraged loan exposure is mostly fully funded (often with a small working capital revolver) and attracts a broad range of institutional investors focused on investment yield rather than a larger relationship with the borrower. The increasing importance of these yield-driven investors has made the leveraged loan market more closely resemble the high-yield bond market, and many have noted the increasing overlap of investors and convergence of terms in what has traditionally been two separate markets. Borrower-side negotiation has been influenced heavily by financial sponsors, frequent players in the loan markets who continually seek maximum operational and financial flexibility for their portfolio companies. Partly as a result of the dynamic between these sets of participants and their objectives, market practice for covenants and other material terms in leveraged loan agreements has moved quickly.

The remainder of this overview focuses principally on certain aspects of today’s leveraged loan market.

What’s Driving Activity? 

At the time of writing this – May 2014 – industry participants continue to confront economic and regulatory uncertainty, yet the pursuit of yield through non-investment grade loans continues and, if anything, has accelerated despite these obstacles. While the narrowing yields have raised concerns about an oversold market, the prospect of cheap financing has continued to produce numerous dividend recapitalizations and refinancings. There has been some leveraged buyout activity, including large announced or pending LBOs, but the M&A boom many predicted with cheap financing and supported by a strong stock market has not materialized.

Recent Trends in Documentation Terms

Recent activity has produced some striking trends in loan documentation terms, most notably in covenants but also in some other material terms that provide borrower flexibility. In best-efforts refinancings and dividend recaps, arrangers have been willing to test market tolerance and retrench as necessary if particular terms impair success. In underwritten financings, some of the more aggressive asks have been hedged by arrangers’ use of “market flex” – effectively allowing the financing’s arrangers to propose a feature at or beyond the edge of generally accepted practice while preserving a more conservative committed fallback if the first doesn’t clear the market.

Covenants 

Covenants and other structural terms of recent financings, especially for institutional tranches – the “Term Loan Bs” – have become more forgiving. One feature that had historically distinguished the loan market from the bond market has been financial maintenance covenants, requiring the borrower to maintain, for example, a maximum ratio of debt-to-EBITDA. In 2006 and then increasingly in 2007, many term loans were made without any financial maintenance covenants: “covenant-lite” loans. Although covenant-lite loans disappeared for several years, they reemerged in 2011 and have become a market staple. In 2013, the percentage of new issuance that was issued covenant-lite exceeded that of even 2007. Although it is still rare to see a revolver without any financial covenant, a covenant-lite term loan is often combined with a revolving credit facility (including an asset-based revolving credit facility) that contains only a “springing” financial covenant that applies only after exceeding a utilization or availability threshold.

At the same time, negative covenants – direct limitations on debt, liens, investments, restricted payments and the like – have become more borrower-friendly, though the specifics vary from transaction to transaction and are often company or industry-specific. These may include liberalized ratios and larger baskets governing new debt incurrences, more generous provisions for sharing collateral, acquisitions permitted with few limits, enhanced ability to invest in or borrow at non-guarantor subsidiaries and ratio-based triggers permitting unlimited investments, dividends and other restricted payments. In some covenant-lite loans, the overall covenant package has gone so far as to mirror what might be found in a high-yield bond issued by that company.

Refinancing Flexibility 

Certain hallmarks of today’s market, such as covenant-lite loans, originated in the buyout boom before the financial crisis and have only recently reappeared with like frequency. Other features began to appear in leveraged loan documents largely in response to practical issues confronted by borrowers during the financial crisis. Some of these latter features appear to be less a phenomenon of a bull market than a generally accepted change in perception of a borrower’s acceptable financing flexibility.

Examples of this include features allowing borrowers and consenting lenders to “amend-to-extend” a facility, refinance one specific tranche (or portion) within it (a “refinancing facility”) or to borrow incremental loans under an existing facility (an “incremental facility”) with only the consent of those lenders – including new lenders – providing the new tranche or loans. A tradeoff for permitting incremental and refinancing flexibility, however, has been price protection or call protection: a premium paid upon a (frequently pricing-driven) refinancing or “most favored nations” protection if borrowing incremental loans at a higher yield.

Loan Repurchases and Prepayments 

Another set of features that seem likely to survive the normal ebb and flow of the supply/demand balance is the ability to repurchase or optionally prepay loans on a non-pro rata basis from willing sellers and without the consent of other lenders.

The syndicated loan market has long allowed voluntary prepayments, albeit sometimes with a premium, but has historically required that all lenders be prepaid pro rata in the relevant facility or tranche. During the credit crisis, many borrowers sought to repurchase what they viewed as underpriced loans from willing lenders. The resulting “reverse Dutch auction” model that evolved has become a common option prewired into recent leveraged loan documents. Many documents have gone even further to allow borrowers to effect “open market” repurchases from individual lenders without the need of an auction or equal opportunity to lenders. An institutional investor who is used to the dynamic of the bond market might find this unremarkable – open-market repurchases have long been permissible in that market – but this change can surprise a lender who has viewed parity and sharing of payments to be an article of religion for the syndicated loan market.

Going Forward During 2014 

2014 has continued where 2013 left off – with strong lender appetite for leveraged loans – but there are regulatory headwinds that could slow that momentum. The Interagency Guidance mentioned above set forth “high-level principles related to safe-and-sound leveraged lending activities.” In the guidance, the agencies articulated that excessive leverage levels “raise concerns” and advised financial institutions to risk rate loans considering borrowers’ ability to de-lever during the term of the loan agreement. Notably, these guidelines and concerns extend not only to retained exposure, but also to deals fully sold to institutional lenders with no exposure retained by the regulated bank – suggesting a concern for systemic risk and not just institutional health: speed bumps along the financial road. Most banks so far seem uncertain on how to respond to the guidance, with some declining participation in particular deals. Regulators, meanwhile, continue to remind the banks of the seriousness of their purpose. It is likely that we will see further evolution of their position as the year goes on

Banking & Finance - Nationwide

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Basic facts about the department 
Key office is New York. 

What the team is known for Maintains its position as one of the most preeminent banking and finance groups in the country, with expertise that spans the full gamut of lending transactions from leveraged acquisition financings to restructuring facilities. Well known for its strong relationships with leading financial institutions such as Credit Suisse and JP Morgan, but also offers significant borrower-side capability, with experience acting for both corporates and private equity houses on their most complex transactions. A deep bench of talented individuals, many of whom are recognized as leaders in the field.

Strengths (Quotes mainly from clients)
"They have the intellect, the desire and the drive. They're just very good at what they do; they're smart, articulate and offer sage advice."

"It's a consistently top-notch service. They're very responsive, the quality of the work is good, and they're good with unusual or esoteric questions that come up from time to time."  

Work highlights Advised Goldman Sachs with regard to a $2 billion bridge credit facility for Aetna, used to fund its acquisition of Coventry Health Care.

Acted for JPMorgan in connection with a $6.5 billion syndicated credit facility for Facebook.

Notable practitioners  

The "terrific" James Cooper is described as "the calm, steady hand that gives people reassurance on a difficult deal." He offers a wealth of experience across a broad range of transactions, including spin-offs and recapitalizations. Of recent note, he advised JP Morgan in connection with a $6.5 billion syndicated credit facility for Facebook. 

Interviewees find Michael Goldman to be "very commercial and proactive" and particularly admire his "attention to detail and keen desire to create win-win situations." His vast expertise covers asset-based lending, acquisition and syndicated loan transactions, and in a recent highlight he acted for Credit Suisse with regard to $400 million of credit facilities for Taylor Morrison Communities. 

The "very knowledgeable" James Vardell represented Time Warner in relation to $5 billion of credit facilities. He largely concentrates on syndicated bank financings, such as leveraged buyouts and debtor‑in‑possession (DIP) financings. Sources appreciate that he "considers things from the client's perspective," and is "very good at thinking about the business implications." 

Jed Zobitz is experienced in a wide array of syndicated loan transactions including asset-based lending and leveraged finance. He has handled several complex matters for key firm clients Credit Suisse and JPMorgan Chase.

Allen Parker brings a high level of expertise to the table and is widely regarded as "a trusted adviser," and "go-to guy for complicated transactions." Commentators appreciate that "he has the ability to blend real-world and legal issues," and is "a highly effective leader." 

Tatiana Lapushchik advises both borrowers and lenders on a variety of domestic and cross-border financing transactions. Her experience spans a range of industry sectors, such as technology, oil and gas, and healthcare.

Robbins Kiessling acts as chair of the firm's financial institutions practice and assists clients involved in leveraged finance, M&A, workouts and syndicated transactions. Of late he advised Cincinnati Bell with regard to a new $200 million revolving credit facility, as well as a $225 million revolving credit facility for its new REIT CyrusOne. He also has significant experience advising clients on financings involving major sports franchises.

Significant clients Credit Suisse, Bank of America, Citigroup, DreamWorks, Ashland.

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Basic facts about the department
Key office is New York.

What the team is known for Continues to be widely regarded as a top-tier firm, offering capability across a wide range of transactional matters, including bridge loans, structured financings and leveraged buyouts. Maintains a fairly even balance between borrower and lender-side representations, and prides itself on the broad-based skillset of its leading practitioners. Has a strong international focus, and works closely with colleagues in London, and other overseas offices, to provide seamless support on cross-border deals.

Strengths (Quotes mainly from clients)
"They represent a lot of different banks so they get a good cross-section of the market."

"A very high-quality team." 

Work highlights Represented a syndicate of banks, including Morgan Stanley and JPMorgan, as the lead arrangers of $75 billion in financing for Verizon Communications, in relation to its acquisition of Vodafone.

Advised Ford on an amendment, increase and extension of an existing revolving credit facility.  

Notable practitioners  

James Florack maintains a "phenomenal reputation" in the industry and "knows the market incredibly well, offers unique insight into current deal structures and delivers top-notch service," sources say. He advises clients on a wide array of transactions with a particular focus on leveraged acquisition financings. He acted for the lead arrangers and bookrunners of a $5 billion unsecured revolving credit facility for ExxonMobil.

According to commentators the "articulate and practical" Jason Kyrwood offers "a terrific combination of being very smart and very commercial," and also "looks out for the interests of his clients but knows how to work with borrowers' counsel." He recently represented a syndicate of banks in relation to $8.6 billion of senior secured financing for Hilton Worldwide Finance. 

The "excellent" Sartaj Gill largely focuses on leveraged finance transactions, particularly acquisition finance. He offers domestic and cross-border experience and regularly advises a client base of both lenders and borrowers.  

Lawrence Wieman is described by one interviewee as "the hardest-working lawyer I've ever met." His expertise includes a range of secured and unsecured financings and he is well versed in restructurings and workouts. 

The "absolutely first-rate" Bradley Smith brings to bear a wealth of financing experience which covers debt restructurings, leveraged acquisitions and other secured credit transactions. He is a highly respected option to advise clients on acquisition finance transactions.

Significant clients Aetna, Delta Air Lines, Facebook, Jefferies, Wells Fargo.

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Basic facts about the department
Key office is New York.

What the team is known for Maintains its prominence in the nationwide banking and finance market, boasting a well-balanced practice that assists both borrowers and lenders on an array of complex transactions. Especially renowned for the depth of its expertise on acquisition financings, including large syndicated deals. Adopts a multi-disciplinary approach and works collaboratively with other teams to offer clients a comprehensive service.

Strengths (Quotes mainly from clients)
"They are at the forefront of the market."

"Absolutely fantastic."  

Work highlights Acted for Silver Lake Partners in connection with the financing for its $24.4 billion acquisition of Dell.

Represented KKR in relation to the financing for its $3.9 billion acquisition of industrial product manufacturer Gardner Denver.

Notable practitioners  

The "very knowledgeable" James Cross wins praise from commentators for his "extremely capable, experienced and responsive" approach to advising clients. He represented Nielson in connection with the financing of its $1.26 billion acquisition of Arbitron.

The "excellent" James Knight "zealously advocates" on behalf of his clients, market sources say. He acted for Bank of America and other joint lead arrangers on a $2.7 billion credit agreement in connection with the acquisition of the Motorola Home Business by ARRIS.

Patrick Ryan is well liked among interviewees with one describing him as a "great guy who's good to deal with." His wide-ranging finance expertise includes bridge loans, acquisitions, exit financings and restructurings.

Brian Steinhardt has developed a strong presence in the market over recent years and sources are impressed by his work product. He is experienced across a broad spectrum of finance transactions and regularly acts for corporations, banks and private equity clients.  

The "highly commercial" Alden Millard frequently advises commercial banks, sponsors and portfolio companies in an array of transactions including syndicated bank loans and acquisition financings. He recently advised First Reserve and SK Capital on the financing of the acquisition of TPC Group.  

Significant clients Fieldwood Energy, The Blackstone Group, Hellman & Froedman, UBS Securities, Royal Bank of Canada.

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Basic facts about the department
Key office is New York.

What the team is known for Widely recognized for its expertise representing lead arrangers on leveraged finance transactions, it continues to capture a sizable share of the market. Frequently a top choice to represent lead arrangers and borrowers on a variety of transactions, including large syndicated bank deals, and it maintains an excellent profile for its expertise on M&A loan transactions. Rated for the multidisciplinary expertise and highly collaborative service offered to clients.

Strengths (Quotes mainly from clients)
"The reason we hire them over and over again is because they're so efficient at getting the legal work done and they staff things in an efficient and cost-effective manner. They've really created a very efficient and powerful staffing model."

"They are a real pleasure, very smart and very market-savvy. They have a great sense of the market."

"They give very good advice and it has the benefit of a commercial perspective. They're very smart, they work extremely hard and have a lot of depth and not only at the partner level." 

Work highlights Acted for Barclays in relation to a $120 million second lien loan for U.S. Renal Care, and an amendment to its first lien credit facilities, used to fund its acquisition of Ambulatory Services of America.

Represented a syndicate of lenders in connection with $615 million of credit facilities for Tomahawk Acquisition, including a $40 million revolver, a $350 million term B loan and a $225 million second lien credit agreement.

Notable practitioners  

The "extraordinary" James Clark is widely considered a "really fantastic, really strong" and "very talented" lawyer. He advised the lead arrangers, including Bank of America, on $690 million of senior secured credit facilities for American Renal Holdings. Interviewees particularly appreciate that "he gives great advice and he really cuts to the heart of a problem."

William Hartnett is highly respected in the market, and sources highlight that he adds value to a transaction. He has more than three decades of experience in the field, and his expertise covers a broad range of lending transactions. In a recent highlight, he acted for the lenders of a multicurrency bank financing for BMC Foreign Holding and BMC Software Finance.

According to commentators Jonathan Schaffzin is "an outstanding lawyer" who possesses a "very good grasp of what the market is and does a really nice job negotiating with the other side." He recently advised JPMorgan Securities and Citigroup in connection with $715 million of financing for Immucor.

Daniel Zubkoff is able to bring to bear many years of experience in the industry. His expertise spans a range of transactions, including bank financings. Of recent note, he represented a syndicate of banks with regard to the repricing of Term B loans for Telesat and Telesat Canada.  

The "excellent" Corey Wright is popular among sources, who find him to be "smart and commercial." He has substantial experience on a range of financings.

Adam Dworkin is commended by interviewees for the way that he "handles things efficiently and doesn't get heated on calls." He concentrates his practice on leveraged finance.

Interviewees enjoy working with Ann Makich and highlight that she "really knows the market inside and out." She represents prominent investment and commercial banks in an array of leveraged finance transactions, including acquisition financings.

William Miller's expertise covers asset-based loans, syndicated loans and acquisition financings. He has experience in a range of sectors, including technology, gaming and healthcare, and sources describe him as smart and effective. 

Significant clients Citibank, RBC Capital Markets, Bank of America Merrill Lynch, Wells Fargo, JPMorgan Chase.

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Basic facts about the department
Key offices include New York, Chicago, Houston and Los Angeles.

What the team is known for Well known for its expansive overseas network, which enables it to assist clients involved in complex multijurisdictional deals effectively, with a particular focus on those of a transatlantic nature. Represents a mix of borrowers, lenders and sponsors, including a number of market leaders. Provides a depth of expertise across a diverse range of areas, including acquisition financing and reserve-based lending.  

Strengths (Quotes mainly from clients)
"They always do really exceptional work for us, especially on complex, multinational deals. They have a very deep bench filled with very experienced partners; it's a great firm to have as a resource."

"They have a lot of good, knowledgeable associates as well. You can tell that they really emphasize training, and their associates have great experience."

"They've got a really good international presence and then across the various specialties in leveraged finance they're very good, they have good depth across the board."

Work highlights Represented Actavis in connection with numerous financings, including a new $2 billion term loan facility, used to fund its acquisition of Warner Chilcott.

Acted for Morgan Stanley, Credit Suisse and Citigroup in relation to the repricing and upsizing of NRG Energy Financing's $2.5 billion senior secured revolving credit facility, as well as a $2 billion term loan.

Notable practitioners  

John Mendez splits his time between the firm's New York and Los Angeles offices, and acts for a mix of funds, banks and insurance companies. He advised Bank of America Merrill Lynch and Citigroup in relation to the financing for Crestwood Holdings' acquisition of the partnership interests of Inergy and Inergy Midstream. Sources describe him as "smart, hard-working and solution-oriented." 

New York-based Daniel Seale led the team advising on the repricing and upsizing of NRG Energy Financing's $4.5 billion of credit facilities, on behalf of the lenders. He wins plaudits for being very client-driven and very commercial.

Michèle Penzer offers experience across a broad range of leveraged transactions, including project and acquisition financings. She acts for issuers, borrowers and banks, and a recent highlight saw her advise JPMorgan with regard to a $550 million term loan and a $1.05 billion revolving facility for First Quality Enterprises.

Interviewees consider Christopher Plaut to be "a good trusted adviser," and especially like that he "knows when to be commercial." He is a leveraged finance expert and recently acted for Barclays in relation to a $700 million covenant-lite term loan for Syniverse Acquisition Financing. Sources say they feel "a high degree of comfort with his recommendations."

David Crumbaugh is particularly noted for his skill in the asset-backed finance space, in which he offers a wealth of experience handling refinancings and leveraged buyouts. He acts for a range of financial institution clients and has advised on deals involving a variety of industry sectors such as healthcare and distribution.  

Significant clients Ares Capital, Bank of Montreal, GE Capital, Macquarie, SunTrust Bank.

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Basic facts about the department
Key office is New York.

What the team is known for Particularly recognized for its skill representing borrowers, it is frequently chosen to act on behalf of prominent corporates and private equity groups. Offers capability across a range of financing transactions including projects and acquisitions with notable strength in representing clients on leveraged finance transactions.

Strengths (Quotes mainly from clients)
"They're brilliant, they have great judgment, and all the lawyers are extremely responsive, knowledgeable and good to work with. The culture of the firm is really to be admired."

"They're very responsive, smart and are able to resolve issues quickly. They try to find good solutions for us and bring their own ideas to the table." 

"A tremendous firm with a deep bench of talent that knows how to service its clients."

Work highlights Represented Neiman Marcus in connection with amendments to its existing asset-backed credit facilities and term loan, and on a new $500 million incremental term loan.

Advised Endurance International with regard to its $90 million first lien incremental loan facility.  

Notable practitioners  

Sources note that Laurent Alpert "has a level of experience, insight and judgment that is hard to replace." He concentrates on leveraged buyouts and M&A transactions that typically involve an international element. His clients include private equity firms, and large financial and industrial companies.

Margaret Peponis is described as "a phenomenal secured lending practitioner," who possesses "an encyclopedic knowledge of credit facilities." She advised Bausch + Lomb in relation to the repricing of its senior secured credit facilities. Interviewees were also keen to praise her "calm, smooth and confident demeanor." 

Significant clients TPG Capital, Aerostar Airport Holdings, Sabre Holdings, Kindred Healthcare, CPP.

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Basic facts about the department
Key office is New York.

What the team is known for Provides wide-ranging expertise that encompasses syndicated bank loans, mezzanine investments and second lien financings. Maintains a focus on borrower-side representations, and regularly advises on sophisticated transactions for major private equity houses. Highly experienced on cross-border deals and those that are national in scope. 

Strengths (Quotes mainly from clients)
"The service is top notch, they do an excellent job. They're extremely knowledgeable, extremely responsive and they do a real good job for us."

"They're responsive, they're smart and they are definitely well versed in the legal technicalities of the various situations that they help us with."

"They are very detail-oriented and they understand the transactions we're involved in very well. They're very efficient in using their time to focus on key issues and make sure all bases are covered."

Work highlights Advised Clayton, Dubilier & Rice in connection with the financing for its $2.5 billion acquisition of Harsco Infrastructure and Brand Energy & Infrastructure.

Represented Hertz Global Holdings with regard to the refinancing of its $1.4 billion term loan, as well as advising on the financing for its acquisition of Dollar Thrifty Automotive Group for $2.3 billion.

Notable practitioners  

Sources describe David Brittenham as "an extremely knowledgeable lawyer" who is "very good at understanding the big picture." Recently he was involved in advising the Special Committee of the Board of Directors of Dell in connection with the sale of Dell for $24.4 billion. Interviewees also commend him for being "detail-oriented and always prepared to do the best job for his client."

William Beekman is a "respected negotiator" who is "very experienced and really understands the documentation, and the ins and outs of secured debt." His broad expertise spans an array of transactions including leveraged lending and acquisition financing.

Paul Brusiloff specializes in financings, restructurings, recapitalizations and refinancings involving both equity and debt. Interviewees note that he is "very good at dealing with clients and knows how to manage the team to get a seamless transaction."  

Jeffrey Ross wins plaudits for being "responsive, smart and thoughtful," and "technically capable but also able to think through things commercially." Sources also appreciate his calm approach to negotiations.

Significant clients The Carlyle Group, Getty Images, Oaktree Capital Management, Tribune, Warner Music Group.

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Basic facts about the department
Key offices include New York and Chicago.

What the team is known for Widely recognized for its strength in representing borrower-side clients, but has continued to develop its lender-side capability, serving as counsel to a mix of pension funds, banks and mezzanine lenders. Offers expertise across the spectrum of debt finance transactions, including revolving credit facilities, leveraged buyouts and working capital loans.  

Strengths (Quotes mainly from clients)
"What I really like is that they are really strategic, they understand what we want to do and they are able to couple that with a really good understanding of the marketplace." 

"They are very knowledgeable, and the service quality that I get and the familiarity I have with the key partners has been terrific. They are very cognizant of being service providers."  

Work highlights Represented 3G Capital Partners in connection with $14.1 billion in financing, for its $28 billion joint acquisition with Berkshire Hathaway of HJ Heinz.

Acted for Golden Gate Capital and Bain Capital on a $6.2 billion of financing of the $6.9 million acquisition of BMC Software.

Notable practitioners  

The "fantastic" Jay Ptashek is described as a smart lawyer who is "able to think through the business issues." He recently advised 3G Capital Partners in relation to the financing for its joint acquisition of HJ Heinz with Berkshire Hathaway.

Interviewees find Linda Myers to be "very smart, very hard-working" and "extremely client focused," saying that she is "very much organized around the client's needs and delivering the resources of the team to meet those needs." Her expertise covers a range of debt financing transactions, including restructurings, leveraged buyouts and working capital financings.

Christopher Butler is experienced across the spectrum of debt financing matters, but particularly focuses on transactions that are highly leveraged. His clients include public and private companies, private equity houses and commercial lenders.

Ashley Gregory is well liked by sources, who describe her as "really excellent," and also add that they find her to be "one of the nicest, more approachable and user-friendly" lawyers. She has developed substantial experience advising on debt financing matters for a varied client base.

Significant clients Apax Partners, Beechraft, Edison Mission Energy, Madison Dearborn Partners, Infor Global Solutions.

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Basic facts about the department
Key office is New York.

What the team is known for Offers comprehensive knowledge of the US leveraged loan market and also has substantial experience with cross-border transactions. Remains predominantly a lender-side practice, but has recently notched up some major borrower-side successes too. Key areas of expertise include major cross-border and acquisition finance transactions.

Strengths (Quotes mainly from clients)
"They do excellent work in the areas of project finance and corporate finance."

"A talented team."  

Work highlights Served as Bank of America's special US counsel in relation to a $662 million credit and guaranty agreement for the state of Maranhão, in Brazil.

Acted for MGM Resorts International in connection with its $5.25 billion refinancing, including a $4 billion senior secured credit facility.

Notable practitioners  

The "superb" Marc Hanrahan is widely regarded as a "phenomenal leveraged finance lawyer," who sources love to deal with because he has "seen it all, done it all," and "his work is of the highest quality." He is head of the firm's leveraged finance group, and his vast experience in the industry encompasses a range of senior lending transactions, particularly tender offers and leveraged buyouts.  

Interviewees find Jonathan Green to be "very practical and very commercial," and also commend his ability to work within a tight timeframe. He offers significant expertise advising on transactions in the energy, transportation, mining and metals, and power sectors.

Significant clients Goldman Sachs, Citibank, JPMorgan, Nomura, Centerbridge Partners.

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Basic facts about the department
Key offices include New York and Boston. 

What the team is known for Noted for its proficiency advising on an array of high-value leveraged finance transactions for a mix of borrower clients, and leading private equity firms in particular. Leveraged buyouts continue to be a key area of expertise, and it has recently developed strength in mezzanine debt and direct lending, as alternative debt capital sources.

Strengths (Quotes mainly from clients)
"I find them to be very user-friendly, very clear and very thoughtful. They understand the business implications of the legal decisions, and they're also very creative."

"They're incredibly responsive, very current on what is state of the art in the market and very good to work with."

Work highlights Acted for Bain Capital in connection with a $300 million margin loan, used to purchase approximately 30% of Genpact's shares.

Represented Welsh Carson Anderson & Stowe, and its portfolio company, Transfirst Holdings, on the repricing of Transfirst's existing credit facilities. 

Notable practitioners  

Commentators describe Jay Kim as "very unassuming and disarming," with "a very good understanding of how legal issues impact the business decisions." He specializes in domestic and cross-border leveraged finance transactions. 

Thomas Draper represents both lenders and borrowers in a broad range of financings, including asset-based loans. He receives praise from interviewees for being "practical and commercial in his approach."

Significant clients Berkshire Partners, H.I.G. Capital, Altamont Capital, Blackstone Group, Thomas H Lee Partners.

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Basic facts about the department
Key office is New York.

What the team is known for A respected choice to advise clients on a range of large multijurisdictional and complex transactions including syndicated lending deals. Clients include a variety of banks, private equity sponsors, mezzanine and second lien lenders, and corporate borrowers. Frequently advises clients on acquisition financing, leveraged lending and asset-based lending.

Strengths (Quotes mainly from clients)
"They are very professional, they have good relations with the opposing parties and opposing counsel and the documents they produce are exceptional." 

"The partners are very knowledgeable and they have a very commendable amount of bench strength."

Work highlights Acted for JPMorgan Securities and Barclays as lead arrangers of a multicurrency, term loan B financing for chemical company INEOS, which included a $2 billion term loan facility.  

Represented Aditya Birla Group with regard to several financing matters, including the repricing and extension of existing facilities.  

Notable practitioners  

The "very talented" Maura O'Sullivan is well known in the market. She offers diverse transactional expertise, with notable skills in asset-based finance, leveraged lending and acquisition financings. A recent highlight saw her advise the lead arrangers, including Citigroup Global, on a $1.85 billion financing for Dollar General Financing.  

Sources appreciate that Steven Sherman is "very experienced, very knowledgeable and very engaged in the assignments." He assists clients with project financings, reorganizations, bankruptcies and acquisitions financings, both domestically and internationally.

Significant clients Dow Chemical, Citigroup, GE, Deutsche Bank, IntercontinentalExchange.

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Basic facts about the department
Key offices include New York, Chicago and Los Angeles.  

What the team is known for Well-established banking and finance group, proficient across the full gamut of transactions, including leveraged recapitalizations, acquisition financings and first and second lien loans. Works closely with the firm's highly regarded M&A group, as well as colleagues who are experts in corporate restructuring and structured finance, to provide a seamless service to clients.

Strengths (Quotes mainly from clients)
"Excellent in every respect."

Work highlights Represented Valeant Pharmaceuticals International in connection with a number of financings, including a $2.1 billion term loan.

Acted for Credit Suisse in relation to a $5 billion covenant-lite senior secured term loan for subsidiaries of Fortescue Metals Group.  

Notable practitioners  

The "superb" Sal Guerrera is "terrific, practical, easy to deal with and terrifically organized," according to commentators. He recently acted for Credit Suisse in connection with an $850 million secured multicurrency term loan facility for Wesco International, used to fund its acquisition of EECOL Electric.  

David Reamer is commended by sources for his "very calm, methodical approach" to matters. He has experience with advising clients on financing transactions involving a variety of industries, such as gaming, manufacturing and energy. His clients include borrowers, lenders and investors.  

Interviewees think highly of Sarah Ward and find her to be "very solution-oriented." She acts for both borrowers and lenders in a range of leveraged finance transactions, and is especially noted for her expertise in DIP lending.

Robert Copen's broad experience covers a variety of complicated debt transactions. He represents a mixed client base of private equity firms, financial institutions and corporates. Sources admire his focus, good communication skills and swift implementation.

Significant clients DigitalGlobe, Travelport, Synagro Technologies, Exide Technologies, Morgan Stanley Senior Funding.

第三等 |

Basic facts about the department
Key office is New York.

What the team is known for Demonstrates substantial cross-border capability, and has developed particular expertise advising clients on acquisition financings, refinancings and recapitalizations involving European borrowers looking to enter the US market. Adept at handling both lender and borrower-side representations, and maintains solid relationships with a variety of leading sponsors, corporates and financial institutions.

Strengths (Quotes mainly from clients)
"They have a level of experience that enables them to immediately address questions about how issues are typically handled."

"A very good set of attorneys, it's a good team they put together."

Work highlights Acted for administrative agent Barclays, in connection with a $1.5 billion revolving credit and term loan facility for Sequa.

Represented Guggenheim Partners Investment Management Holdings with regard to a $700 million credit facility.

Notable practitioners  

The "excellent" Daniel Dokos wins praise for being "easy to work with and very practical." He is the head of the firm's global finance practice, and of recent note, he acted for Doncasters Group in relation to $1.3 billion of credit facilities, used to refinance its existing debt.

Douglas Urquhart acts as head of the firm's US banking and finance practice and is well respected in the market. He is experienced across a range of debt financing transactions, including bridge loans, asset-based loans and working capital facilities. Commentators admire his calm presence.

According to sources Morgan Bale "brings an incredible amount of experience," and is a "terrific, well-spoken, careful and thoughtful lawyer." He acts for corporate borrowers, banks and other financial institutions in an array of domestic and multijurisdictional transactions.

The "fantastic" Andrew Yoon offers experience in restructurings, acquisition financings and DIP financings for a diverse client base. Interviewees particularly appreciate his efficient approach.

Significant clients Advent International, Berkshire Partners, CCMP Capital Advisors, Brookfield Asset Management, Macquarie.  

第三等 |

Basic facts about the department
Key offices include New York and Miami.

What the team is known for Offers a deep bench of practitioners who are equipped to advise clients on a broad range of financing transactions, with particular expertise in asset-based lending, leveraged buyouts and exit financings. Adopts an integrated approach and works closely with colleagues in key overseas offices, such as London and Hong Kong, to provide a seamless international service.  

Strengths (Quotes mainly from clients)
"White & Case’s banking lawyers specialize in offering practical advice to reconcile competing lender-borrower positions in a way that gets the principals to a closing – their advice can make the difference between a dead deal and a big deal."

"They're able to do a lot of different types of transactions, so they bring a lot to the table."

"They don't exaggerate and they're straight shooters, so it's easy for a non-lawyer to understand what's important."

Work highlights Represented Deutsche Bank Securities in connection with an $800 million asset-backed revolving credit facility, utilized by the borrowers to acquire Neiman Marcus Group.

Acted for Bank of America with regard to the $2.552 billion refinancing of Sabre's existing revolving and senior secured term facilities.  

Notable practitioners  

Eric Berg is highly respected in the market, and brings to bear a wealth of experience. In a recent highlight he advised Morgan Stanley Senior Funding with regards to $585 million of financing for Chef Finance Sub, used to fund its acquisition of CTI Foods Holding. He is celebrated for his "great commercial instincts," and is able to "cut through a lot of complex negotiations."

According to interviewees David Bilkis has "a lot of experience, intel and market knowledge." He specializes in leveraged and acquisition financings for both investment and commercial bank clients. Sources also highlight that he is "very sound analytically and understands every little nuance of the credit agreement." 

The "excellent" David Koschik receives plaudits for his highly responsive approach. He largely concentrates on representing the lenders in complex acquisition and leveraged finance transactions, but is also skilled in restructurings and workouts.

David Joyce is described by sources as "an excellent lawyer" who is "very calm, very smart and very easy to work with." He has expertise on a wide spectrum of finance transactions for a varied client base that includes sponsors, lenders and borrowers.

Eric Leicht has impressed commentators with his "combination of experience, technical expertise and common sense." His clients include a number of leading investment and commercial banks whom he advises on a broad range of lending transactions. 

Alan Rockwell has developed significant transactional experience that covers restructurings, real estate finance and acquisition finance. In addition to New York, he is also qualified in England and Wales.

Significant clients Jefferies, Nordea, Bank of China, Harvest Partners, Calpine.

第四等 |

Basic facts about the department
Key office is New York.

What the team is known for Experienced in both borrower and lender-side representations, and frequently acts for a client base of commercial and investment banks, hedge funds, private equity groups and debt investors. Key areas of focus include acquisition financings, asset-based lending and DIP financings.

Strengths (Quotes mainly from clients)
"The lawyers I have worked with at Fried Frank are strong, commercial lawyers that are capable of providing advice on all deal matters and coming up with creative solutions when required."

"Fried Frank is very responsive, knows the latest terms and trends in the market and has a solid team of associates."

"The firm can be counted on for very high-quality work on challenging deals." 

Work highlights Represented Arysta LifeScience in connection with a refinancing of its existing credit facilities, and new financing agreements, including a $1.15 billion first lien senior term loan facility.

Advised WorkflowOne and Silver Point Capital, its majority debt holder, with regard to the financing for Standard Register's $210 million acquisition of WorkflowOne.

Notable practitioners  

The "extremely knowledgeable" William Reindel is described as "a good thinker" who is "very rational and wants to get to a fair resolution of an issue." He led the team acting for WorkFlowOne in connection with the financing for its $210 million acquisition by Standard Register.

According to sources Emil Buchman is "very smart" and "a very zealous advocate" for his clients. He acts for a mix of borrowers and lenders, and has experience across a broad range of financing matters, including M&A transactions. 

Significant clients Apollo Investment, Onex, GS Mezzanine Partners V, Carestream Health, Credit Suisse Securities.

第四等 |

Basic facts about the department
Key offices include New York and Los Angeles.

What the team is known for Provides significant leveraged finance expertise, and also maintains a good reputation for its M&A work. Has a strong geographical footprint, which allows it to advise clients on complex international deals, and is especially experienced in asset-based loans that involve a cross-border element.  

Strengths (Quotes mainly from clients)
"Really smart attorneys that understand how to be practical." 

"A true national firm with international capability."  

Work highlights Acted for RBC Capital Markets in connection with $5 billion of financing including $977 million for the acquisition and refinancing of the existing indebtedness of New Young Broadcasting Holding.

Represented UBS with regard to financing the acquisition of Gardner Denver by KKR, including a $1.9 billion term loan.

Notable practitioners  

Los Angeles-based John Hilson has a good longstanding reputation in the market, and is known as "a very smart, thoughtful lawyer" who is "a pleasure to work with." He represents lenders in a broad range of leveraged transactions, including buyouts. Of late he advised TPG Specialty Lending with regard to a $52.5 million second lien term loan to Kewill Holdings.

Michael Michetti is an "easygoing, user-friendly lawyer," who is also "very smart, very commercial and knows how to get a deal done." He is well known in the industry, and continues to be involved in a number of prominent deals. A recent highlight saw him act for a syndicate of banks in relation to a $1.535 billion financing for Advent International's acquisition of AOT Bedding Super Holdings.

Michael Baker's wide-ranging financing expertise encompasses debt restructurings, acquisitions and intercreditor matters. Interviewees appreciate his "consensus-building approach." 

Significant clients Invercap Holdings, Morgan Stanley, Bank of America, Wells Fargo, Goldman Sachs Bank USA.

第四等 |

Basic facts about the department
Key office is New York.

What the team is known for Demonstrates skill across all areas of debt financing, including asset-based loans and leveraged buyouts. Acts for both lenders and borrowers and has particular expertise in representing private equity firms. Recognized strength in structuring facilities for an array of transactions including acquisitions and recapitalizations.

Strengths (Quotes mainly from clients)
"Paul Weiss knows how to be intellectual and commercial."  

"I like their creativity, their ability to step back and look at things from a broad perspective, and their ability to understand our business."

Work highlights Represented oil and gas company Talos Production in connection with a $500 million asset-based revolving credit facility, partly used to fund its acquisition of Equity Resource Technology.

Acted for Tribune Company in relation to a $300 million asset-based facility and a $1.1 billion term loan facility, which comprised its Chapter 11 exit financings.  

Notable practitioners  

The "very knowledgeable" Gregory Ezring is held in high regard by sources. He frequently advises on an array of leveraged finance transactions for private equity clients and their portfolio companies, and of late he represented Talos Production with regard to a $500 million asset-based revolving credit facility.  

Eric Goodison is described as the "master of keeping everything simple" by interviewees who admire that he couples "startling creativity" with "attention to the minutest of details." He represents borrowers across the spectrum of leveraged finance deals, and sources also note that he is "very pragmatic, very knowledgeable, very thoughtful and also very responsive."

Significant clients Apollo Global Management, General Atlantic, Revlon, Wendy's Group, Wellspring Capital Management.

第四等 |

Basic facts about the department
Key offices include Dallas and Chicago.

What the team is known for Acts for a mix of borrowers and lenders, and offers broad geographical coverage both nationally and internationally. Demonstrates capability across a broad range of transactions, including asset-based loans, acquisition financings and subordinated debt financing.

Strengths (Quotes mainly from clients)
"They do an excellent job."

"They do a great job of connecting people and forming a network."

What's new? Former Weil, Gotshal & Manges partners Angela Fontana and Kelly Dybala joined the team, adding substantial capability to its finance offering. Both are highly experienced in the representation of private equity groups.  

Notable practitioners  

Dallas-based Angela Fontana is a well-established name in the market, and is widely recognized for her skill in representing private equity clients. Her substantial experience covers mezzanine financing, cash-flow lending and commercial paper facilities. Sources describe her as a "powerful lawyer."

James Clark operates out of the firm's Chicago office. He offers a wealth of banking and finance capability, having been active in the market for many years.

第四等 |

Basic facts about the department
Key office is New York.

What the team is known for Works closely with the firm's highly regarded M&A department, often handling the financing for some of the most notable transactions in the market. Offers practitioners who are experienced in a wide array of innovative transactions, and able to effectively represent a mix of borrowers, lenders and sponsors.

Strengths (Quotes mainly from clients)
"The team is excellent. They are extremely knowledgeable, responsive and effective in negotiations with the lead bankers and with other attorneys."

Work highlights Represented Artisan Partners in connection with its refinancing process, including on a GBP100 million revolving credit facility, and an issuance of $200 million senior unsecured notes.

Advised the Special Committee of the Board of Directors of American Greetings, with regard to the company's acquisition by the Weiss family and others for $878 million.

Notable practitioners  

Erik Lindauer continues to be a "well-regarded presence in the area." He offers extensive experience in an array of secured and unsecured transactions, including project and acquisition financings.

Significant clients Rhône Capital, Microsoft, Liquidnet Holdings, GETCO Holding Company, Canyon Capital Advisors.

第五等 |

Basic facts about the department
Key office is New York.

What the team is known for Frequently acts for a client base of traditional and non-traditional lenders in connection with a wide range of transactions with a particular focus on middle-market leveraged finance matters. Key areas of expertise include acquisition finance, first and second lien facilities and mezzanine loans.  

Strengths (Quotes mainly from clients)
"Bingham McCutchen is very user-friendly, they know how to communicate tough legal issues with good advice to help us make good decisions."

"I am very impressed with the resources they bring to the table, as well as the knowledge, experience and expertise of the senior partners at the firm."

"They are well organized, customer focused and market-savvy." 

Work highlights Advised HSBC in connection with a $500 million club facility for Swire Properties, used to fund a major city center development in Miami.

Represented HSBC with regard to a $500 million loan to a Netherlands-based subsidiary of Brazilian energy corporation Petróleo Brasileiro.

Notable practitioners  

Edwin Smith receives high praise from sources who comment that "you see his excellence in his responsiveness, tempered judgment, and immediate and incisive understanding of problems." He advises clients on an array of banking and finance matters.

According to sources the "delightful" Thomas Mellor "is a great negotiator and highly adept at managing tight deadlines and demanding clients." He has also impressed commentators with the way in which "he brings to every undertaking the most studied, focused attention and excellence in his mastery of problems."

Frederick Eisenbiegler regularly acts for a client base of investors, sponsors, lenders and borrowers in connection with their varied financing matters. According to interviewees he "brings a lot of experience, is very even-keeled in any situation" and also "brings a lot of confidence in terms of his abilities to negotiate on his clients' behalf."

Significant clients GE Capital, THL Credit, Prudential Capital, Ares Capital, BlackRock Kelso Capital.

第五等 |

Basic facts about the department
Key offices include New York and Los Angeles.

What the team is known for Well known for its borrower-side expertise, it has continued to add strength to its lender-side capability. Retains a core focus on acquisition financing, and has experience acting for clients involved in a range of industry sectors, including defense, energy and technology.  

Strengths (Quotes mainly from clients) 
"Very commercial - they're not just out to win the wrong issue; they have a very good business sense and they invested time to understand us." 

"They are very good at delivering their advice in a way that is easily understood, and they're just really great to work with."  

Work highlights Acted for Marriott International in connection with its $2 billion revolving credit facility.

Advised The Williams Companies with regard to a $2.5 billion term loan.

Notable practitioners  

Sources find Janet Vance to be "very creative in finding solutions, responsive, personable and very intelligent," and also especially admire that "she really cares about the client and the outcome." She advises both lenders and borrowers on a variety of financings and her experience spans a range of sectors, such as energy, retail and telecommunications.

Aaron Adams is considered by interviewees to be "very bright" and "very good to deal with." His significant expertise includes mezzanine financings and senior credit facilities. 

Significant clients AOL, Coty, Lone Star Acquisitions, Investcorp, Cardinal Health.

Band 5 | Linklaters

第五等 |

Basic facts about the department
Key office is New York.

What the team is known for Operates as a key part of the firm's global banking and finance practice, and advises on transactions throughout the US as well as in Asia, Europe, the Middle East and Africa. Offers notable experience in financing for infrastructure projects, leveraged finance, private banking and restructuring.

Strengths (Quotes mainly from clients)
"We've always been very satisfied with the type of attention and help they've been able to provide to us over the years. They're quite thorough in their work and it's a good team."  

"Very high-quality legal advice."  

Work highlights Represented Industrial and Commercial Bank of China in relation to a number of financings, including $128 million in term loan facilities for Interstate Hotels & Resorts.

Acted for BNP Paribas with regard to $425 million in senior secured financing for U.S. Silica, comprising a $50 million revolving credit facility and a $375 million term loan.

Notable practitioners  

According to commentators Jeff Norton is "very good at managing the process and keeping it focused on the relevant issues." He is well known in the market, and acts for a mix of underwriters, lead arrangers and sponsors across a wide spectrum of financing transactions, both in the US and internationally.

Michael Bassett's broad banking and finance expertise includes project finance, leveraged buyouts and private placements. He regularly acts for a diverse client base of hedge funds, financial institutions and companies, often on cross-border transactions involving Asia and Latin America. 

Significant clients Schahin Engenharia, AT&T, RBS, Standard Motor Products, Citibank.  

Other Ranked Lawyers 其他上榜律师

Michael Niebruegge recently joined Bracewell & Giuliani LLP from Cadwalader, Wickersham & Taft LLP. Niebruegge is described by interviewees as "a high-quality guy, a terrific lawyer and just a fine gentleman." He is experienced in advising clients on financing matters in the energy industry.

Brett Barragate of Jones Day receives plaudits for being "very detailed, very pragmatic and a good negotiator." He acts for banks, hedge funds, corporations and private equity groups in connection with an array of financing transactions.

Chicago-based Robert Baptista of Mayer Brown LLP continues to be well regarded in the banking and finance market. He advises on debt restructurings and leveraged buyouts for a mix of lender and borrower clients.  

Marshall Stoddard of Morgan, Lewis & Bockius LLP is seen as the "calm man in the storm" who is "always trying to solve the problem." Sources especially highlight that he is "very customer service-focused," and admire his ability to get to the heart of the issue. 

Foreign Experts

Foreign Experts are individuals with expertise in a different jurisdiction to the one they are based in. These individuals are particularly highly regarded for international and cross-border work. Usually, they will be identified in the jurisdiction in which they are based and in their country of expertise.

Senior Statesman

A 'Senior Statesman' is a lawyer who no longer works hands-on with the same intensity but who, by virtue of close links with major clients, remains pivotal to the firm’s success.

Eminent Practitioners

'Eminent Practitioners' are highly influential lawyers in a particular practice area who, due to managerial or client relationship commitments, are less active in day-to-day work but remain key players in the team.

Other Noted Practitioners

Other Noted Practitioners are individuals who have not yet been ranked but are seen to be active and accomplished in this area of law.

Other Noted Firms

Other Noted Firms are firms that have not yet been ranked but are seen to be active and accomplished in this area of law.