Restructuring and Finance
Wachtell Lipton has one of the leading restructuring practices in the nation, principally representing banks, hedge funds, private equity firms and other creditors and acquirors in national and multinational bankruptcy cases and out-of-court restructurings. In addition, attorneys in our restructuring practice regularly handle complicated acquisitions or divestitures of businesses in financial distress or bankruptcy, out-of-court restructurings of distressed borrowers, and other major transactions involving significant debtor/creditor issues. We also have extensive experience in cross-border restructurings, including chapter 15 cases.
We represented the United States Treasury in connection with the rescues of Fannie Mae and Freddie Mac, including the Treasury’s multibillion dollar investment in the Senior Preferred Stock of the GSEs following the commencement of their conservatorships. Recent restructuring engagements include the representation of major creditors, acquirors or equity holders in the following chapter 11 cases and out-of-court restructurings:
- Lehman Brothers
- General Motors (Motors Liquidation Co.)
- Energy Future Holdings
- Puerto Rico
- Caesars Entertainment
- Key Energy
- Payless ShoeSource
- Sports Authority
- True Religion
- Gander Mountain
- ExGen Texas Power
- CHC Helicopter
- MF Global
- Graceway Pharmaceuticals
- Hawker Beechcraft
- Washington Mutual
- Lyondell Chemical
- Aleris International
- Fairpoint Communications
Wachtell Lipton’s specialized litigators handle high-profile matters involving bankruptcy, restructuring and finance issues. Our litigators represented JPMorgan Chase in the successful defense of multi-billion dollar actions brought by the Lehman Brothers estate and by the trustee for Bernard Madoff’s brokerage firm. We represented Campbell Soup in the successful defense of litigation arising out of the Vlasic spinoff. We also represented Education Management in litigation arising out of its out-of-court restructuring, including its precedent-setting appeal in the Marblegate case. Other significant engagements include key litigation arising in chapter 11 cases including Energy Future Holdings, Thornburg Mortgage, Boston Generating, Innkeepers and National Century Financial Enterprises.
Wachtell Lipton has a market-leading financing practice, with extensive experience in all types of financing transactions, including investment grade and high-yield senior secured bank facilities, Rule 144A and registered investment grade and high-yield bond offerings, bridge facilities, tender offers, exchange offers and consent solicitations.
Our financing practice is an integral part of our merger and acquisition practice; our financing lawyers work as a team with our corporate, tax and other attorneys on some of the most complicated, high-profile transactions in the United States and around the world. We provide innovation and leadership to enable our clients to meet their most important objectives. The breadth and depth of our market exposure allows us to ensure that our corporate and private-equity clients benefit from the latest financing market trends and techniques — a particular advantage when, as now, financing markets are evolving quickly.
Many of our financings extend across multiple national borders, and we are experienced in solving the complex issues that arise in multinational situations and in making sure that cross-border transactions benefit from the latest developments in the financing markets, which often originate in New York. We have led financings involving Europe, Asia, Latin America and Australia.
Wachtell Lipton takes a unified approach to financing; bank financings and capital markets transactions are handled by a single team, resulting in a high level of coordination and execution on multiple-part financings, alignment of covenant packages across the capital structure, the adoption of best practices across financing types and effective comparison of financing alternatives. We move quickly to capitalize on strong financing markets and meet tight transaction timelines.
Recent corporate acquisition financing engagements have included assisting:
- Abbott Laboratories in its $25 billion acquisition of St. Jude Medical, including a $17.2 billion bridge commitment and bridge takeout financing
- AbbVie in its $21 billion acquisition of Pharmacyclics, including an $18 billion bridge commitment and $16.7 billion notes offering
- CenturyLink in its $9.9 billion of new secured debt facilities, comprised of a new $2 billion secured revolving credit facility and $7.9 billion of secured term loan facilities, in connection with its acquisition of Level 3 Communications, Inc.
- Danone S.A. in its $12.5 billion acquisition of The WhiteWave Foods Company, including a $13.1 billion bridge commitment
- Deutsche Telecom/T-Mobile with $20 billion financing in connection with its combination with MetroPCS
- Dollar Tree in its $10 billion financing to acquire Family Dollar
- EQT in its $6.7 billion acquisition of Rice Energy, including a $1.4 billion bridge loan commitment and the amendment and/or refinancing of the parties’ multi-billion dollar revolving facilities
- Hewlett Packard Enterprise in connection with its $8.8 billion Reverse Morris Trust transaction with Micro Focus International, including $2.6 billion in bank financing
- Johnson Controls in its $16.3 billion combination with Tyco International plc, including a $2.0 billion revolving credit facility and $500 million bilateral term loan facility
- Mallinckrodt plc in bank and bond financings in connection with its spin-off from Covidien plc and acquisitions of Cadence Pharmaceuticals, Inc., Questcor Pharmaceuticals, Inc., Compound Holdings II, Inc. (the parent company of Ikaria, Inc.) and TGG Medical Solutions, Inc. (the parent company of Therakos, Inc.), as well as refinancings and extensions of its bank facilities
- Nasdaq, Inc. in connection with its $1.6 billion acquisition of International Securities Exchange, including $1.1 billion in committed bridge financing and the issuance of dollar- and euro-denominated senior notes
- Publicis in its $3.5 billion bridge and permanent financing in connection with the acquisition of Sapient
- PVH with obtaining $4.325 billion of bank and bridge financing commitments to support its acquisition of Warnaco
- STERIS in its $1.6 billion financing to acquire Synergy Health in accordance with UK certain funds rules
- The J.M. Smucker Company on its $3.65 billion senior notes offering and $1.75 billion term facility in connection with its acquisition of Big Heart Pet Brands
- Thermo Fisher Scientific Inc. in its connection with its $2.1 billion acquisition of Dionex and its $13.6 billion acquisition of Life Technologies and obtaining related committed bridge financing
- United Technologies with obtaining a $15 billion bridge facility to support its acquisition of Goodrich, refinancing two revolving credit facilities, and issuing $10 billion of senior notes and $1 billion of equity units
- Verizon Communications with obtaining a $61 billion bridge facility, and $14 billion in permanent facilities, to support its $130 billion acquisition of the remaining interest in Verizon Wireless from Vodafone Group plc.
- Walgreen in its $10 billion US dollar, euro and sterling bond offering and $5 billion bank financing to complete its acquisition of Alliance Boots and its initial $3.5 billion bridge financing and subsequent bond take-out in connection with its initial 45% investment
- XPO Logistics in connection with its €3.24 billion acquisition of Norbert Dentressangle S.A. and its $3 billion acquisition of Con-way, including related bridge commitments, secured bank financings and bond issuances
Recent private equity financings have included:
- Apollo in $1 billion of bank and bond financing relating to its acquisition of Presidio Holdings
- $245 million in secured credit facilities to finance the acquisition of Harbortouch by Searchlight Capital
- CAA in its $610 million secured bank facility, in connection with an investment in the firm by TPG
- $485 million secured term loan facilities and $60 million asset-backed revolver in connection with Towerbrook Capital’s acquisition of True Religion
- Affiliated funds of a large private equity firm in their amended and extended $1.615 billion revolving credit facility with a syndicate of lenders agented by JPMorgan Chase Bank
- BC Partners and Canadian Pension Plan Investment Board with respect to financing issues in connection with their $6.6 billion acquisition of Suddenlink
Recent IPO, spin-off, restructuring and other financing transactions have included:
- Abbott Laboratories with $14.5 billion of bank financing and a $14.7 billion senior note issuance in connection with its spin-off of Abbvie, its research-based pharmaceuticals business
- Abbott Laboratories in its exchange offer and consent solicitation for $3.1 billion of notes issued by St. Jude Medical
- Adient plc in its $3.0 billion of secured credit facilities and €1.0 billion and $900 million senior notes issuances in connection with its separation from Johnson Controls
- CBS Outdoor Americas in its $800 million senior note issuance and $1.22 billion of secured credit facilities in connection with its IPO and separation from CBS
- ConocoPhillips in connection with financing its spin-off of Phillips 66
- Education Management in its $1.5 billion out-of-court restructuring
- Intelsat in connection with various tender and exchange offers with respect to its $14 billion capital structure
- Johnson Controls International plc in its exchange offer and consent solicitation for $6.6 billion of notes issued by Johnson Controls Inc. and Tyco International Finance S.A.
- Match Group in its $800 million term loan and $445 million debt exchange offer in connection with its IPO
- MeadWestvaco in connection with its spin-off and merger of its consumer and office products division with Acco Brands
- Rayonier Inc. in connection with financing related to its spin-off of its performance fibers business, including $550 million of senior notes and new secured term and revolving credit facilities
- Sears in numerous financing and refinancing transactions, including real estate and first and second-lien ABL, term loan, revolving and letter of credit facilities, as well as in connection with the separation from Sears of Seritage and the related $1.2 billion CMBS financing
- Sunoco in $400 million senior notes and $450 million senior secured credit facility in connection with its IPO and spin-off of Suncoke
- Telesat Canada in connection with a dividend recapitalization financing in connection with a $2.55 billion senior secured credit facility, and refinancing its $700 million senior notes
- Towerbrook Capital in connection with the recapitalization through chapter 11 of True Religion