Leveraged Finance

We combine a sophisticated understanding of finance and a practical approach.

Clients appreciate our Leveraged Finance practice because of our combination of a broad range of market experience, the understanding of our clients’ objectives, and a practical approach to issues as they arise. Our Banking and Finance practice has deep legal experience, a sophisticated understanding of finance, solid business acumen, and a practical approach to negotiating in order to attain the most advantageous financing structures and solutions for our clients. We work closely with the firm’s M&A, private equity, restructuring, tax and other practices to provide integrated services and to facilitate the smooth consummation of transactions.

Our Banking and Finance practice helps both lenders and borrowers achieve their financing goals. Our clients typically include private equity sponsors and their portfolio companies in connection with acquisition financing, refinancings, amendments, restatements and restructurings of loan facilities and debt securities. Our clients also include fund and private equity lenders and public and private companies. Our broad range of capabilities includes:

Acquisition finance
Cash flow and asset-based lending
Secured and unsecured credit facilities and debt securities
Unitranche financings
First and second lien facilities
Split-lien credit facilities

The practice also routinely collaborates with lawyers involved in capital markets transactions, such as syndicated loans, mezzanine and high-yield representations, and bridge financings. Our Banking and Finance practice also has extensive experience in syndicated loan facilities, Term B loans, leveraged loans, high yield debt securities, recapitalizations, convertible debt finance, mezzanine loans, bridge financing and debt commitment letters, representing sponsors, borrowers, issuers, lenders, agents, arrangers and initial purchasers.

Representative Transactions:

Represented a private equity sponsor and the borrower and the guarantor under a senior secured credit facility, consisting of a $28 million term loan facility and a $3 million revolver, to provide acquisition financing and a working capital facility, and an amendment thereto which provided for an incremental $4 million tranche under the term loan facility, the proceeds of which were used to fund a portion of the purchase price of an acquisition
Represented a private equity sponsor and the borrower and the guarantor under a senior secured credit facility, consisting of an $18.5 million term loan and a $10 million revolver, to provide acquisition financing and a working capital facility
Represented a company in the soft drink manufacturing industry and its subsidiaries as the borrowers and the guarantors under a $200 million revolving credit facility, with up to $100 million of incremental commitments
Represented a premier real estate investment banking company and its affiliates as the borrower and the guarantors under a $30 million revolving credit facility
Represented a real estate crowdfunding platform and its subsidiary as the borrower and the guarantor under a senior secured credit facility in connection with amendments providing for, respectively, up to $16 million of incremental term loans and a $15 million incremental term loan
Represented a public company and its subsidiaries as the borrower and the guarantors (i) under a secured note purchase agreement to provide $68 million of financing, (ii) under a securing financing and security agreement to provide a $15 million line asset-based line of credit and (iii) in connection with an intercreditor agreement that provides a first-priority lien on the ABL assets and a second-priority lien on the non-ABL assets in favor of the lender under the line of credit and a second-priority lien on the ABL Assets and a first-prior lien on the non-ABL assets in favor of the agent under the note purchase agreement
Represented a private equity sponsor and the borrowers and the guarantors under senior secured credit facilities, consisting of an $18.5 million term loan facility and a $10 million asset-based revolving credit facility to provide acquisition financing and a working capital facility
Represented a private equity sponsor and the borrowers and the guarantor under a senior secured credit facility, consisting of a $23 million term loan and a $5 million revolver, to provide acquisition financing and a working capital facility
Represented a private equity sponsor and the borrowers and the guarantor under a senior secured credit facility, consisting of a $10 million term loan and a $3 million revolver, to provide acquisition financing and a working capital facility

Case Study

International Business Practice

Foreign Issuer NASDAQ IPO

The Situation

A United Kingdom-based biotechnology company wanted to raise capital in the United States through an Initial Public Offering (IPO) and list on a US national exchange (Nasdaq) for the offering. Among the issues that needed to be resolved:

Deciding whether to remain a UK corporation or reorganize into an offshore jurisdiction, such as the Cayman Islands;
Finding a solution to the UK stamp tax imposed on share transfers of UK issuers which the US securities market electronic transfer system cannot accept responsibility for; and
Addressing a number of accounting statement timing and presentation issues to satisfy the UK issuer and SEC regulations (Form F-1)

The Solution

The GEABP team, working with UK counsel, helped the UK issuer explore different alternatives to satisfy the various issues and stakeholder constituencies:

After evaluating many jurisdictional and reorganization issues, including potential tax considerations of the pre-public shareholders of the UK issuer, it was determined that the UK issuer would remain as a UK corporation for operational, research grant and tax considerations. However, that decision raised the second consideration of being able to issue securities in the US and the transfer of shares in the US markets without having the UK stamp tax burden.
In order to avoid the UK stamp act on US market transfer, the GEABP team introduced the UK issuer to the American Depositary Share (ADS) concept and made an introduction to Bank of New York Mellon as an ADS issuer.
Throughout the IPO process, as the offering shaped up, the GEABP team advised the UK issuer on its SEC disclosure about the business operations, securities offered, management, and financial statement requirements. The GEABP team negotiated and advised on the offering documentation, all of which was under New York law.

The Result

The UK issuer successfully completed its IPO in February 2022, listing on Nasdaq. The securities offered were shares in the form of ADSs and warrants for ordinary shares that would be converted to ADSs upon the warrant exercised for deposit into the DTC system.

Contacts