Representative Transactions

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EXAMPLES OF TRANSACTION EXPERIENCE

LEVERAGED BUYOUTS AND PRIVATE PLACEMENTS


BLACK & DECKER/EMBART MERGER FUNDING      $3.6 BILLION

  • Devised methods to migrate debt from foreign subsidiaries using various legal structures to service debt at the parent, company level.
  • Examined necessary sale of foreign subsidiaries, the resulting capital gains and the net operating losses needed to offset the gains.
  • With assistance of outside counsel, provided structure for a Section 304 recapitalization and addressed all Section 864 interest allocation and Section 956 Subpart F income issues.
  • Assisted in the creation of a framework under which bank syndicate provided revolving facilities and term loans to foreign subsidiaries in foreign currencies based on a pro rata sharing of prepayment, default and currency fluctuation risk.

 

FOREIGN REFINERY ACQUISITION FUNDING        $1.3 BILLION

  • Lead counsel for New York broker dealer and its consortium partners and prepared response to call for Expression of Indication of Interest (IOI) for acquisition funding for State-Owned downstream refined petroleum products company, including proposed senior secured term notes, senior subordinated notes, Convertible Subordinated Debentures and related pricing, covenants, guarantees and due diligence requirements. Drafted, reviewed and assisted in negotiating MOUs and confidentiality agreements with joint venture foreign partners and co-lead funding arrangers. Reviewed and provided advise on teasers and data room financials and legal due diligence reports. Organized and coordinated correspondence and meetings with financial advisors, corporate senior management, advisors to Minister of Energy, and preparation of written agendas.

 

EASTMAN KODAK RESTRUCTURING       $1.2 BILLION

  • Provided debt capacity study and examined capital structure refinancing scenarios which would enhance the Company’s S&P and Moody’s credit rating
  • Advised senior bankers on bond defeasance strategy and sale/lease-back arrangements to reduce debt.
  • Examined, valued and recommended divestiture of non-core business units to provide cash to reduce debt.

 

SYBRON  RESTRUCTURING       $458 MILLION

  • Analyzed existing capital structure and proposed a less expensive alternative which included replacing an existing bridge loan with senior subordinated debt, senior preferred equity (P.I.K.) and junior preferred equity with warrants attached. Prepared all pro forma statements and adjustments.

 

BSI GLASS SMELTING LBO       $60 MILLION

  • Drafted documentation to create holding company and acquisition company used to purchase glass smelting company. Assisted in the drafting of stock purchase agreements and state filings. Prepared closing documents.

 

SEAWIND CRUISE LINE LBO     $20 MILLION

  • Identified, structured, negotiated, and closed senior secured promissory notes with warrants (Libor 600 bps) to secure funding for leveraged buyout by management team and leveraged buyout firm. Authored offering memoranda and transaction write-up for investment committee and debt syndicate group Lead manager of debt syndicate group. Assisted counsel in review of all closing documents Negotiated an $800,000 origination fee.

 

TRANSTEXAS GAS LETTER OF CREDIT    (LOC FACILITY)       $20 MILLION

  • Structured Irrevocable Letter of Credit Facility as collateral for supersedeas bond for lawsuit appeal in the event of unsuccessful court appeal, and the LOC was drawn against, structured unsecured convertible notes with a 6 to 1 stock option conversion as secondary collateral. Devised a riskless hedge against the convertible notes by simultaneously selling a put on the client’s publicly-traded stock. Negotiated a $1 million origination fee.

 

MERGERS AND ACQUISITIONS

 

PETERSON’S OUTDOOR ADVERTISING INC. ACQUISITION      $110 MILLION

  • Provided financial analysis used to finance acquisition with senior and subordinated debt. Co-authored offering memoranda and teaser letters. Used financial spreadsheets to determine sales price and collateral valuation based on multiples of sales, EBDIT and residual cash flow.

 

AEGIS CONSUMER FUNDING GROUP ACQUISITION      $60 MILLION

  • Key member of acquisition team. Co-authored acquisition write-up for authorization by parent company’s investment committee, Prepared valuation of publicly-traded sub-prime automobile finance company using various earnings and P/E valuation methods. Structured separate earn-out scenarios for the purchase of management-held stock.

 

RESTAURANT CHAIN   (SALE MANDATE)     $54 MILLION

  • Valued restaurant chain based on multiples of cash flow, EBDIT, P/E and market values of comparable assets Drafted bid letters and offering memorandum. Assisted in the negotiation of sale with bidders and final purchaser. Prepared and copied books.

 

MANAGEMENT-LEAD BUYOUT-(REAL ESTATE & RETAIL BUSINESS)

  • Acted as closing counsel to Sellers. Drafted all closing documents and due diligence check list agreements, including stock purchase agreements, earn-out agreements, LOI negotiations and editing, and corporate governance documents, resolutions and minutes.

 

SECURITIZATIONS  CFX FUNDING. LLC    $60 MILLION

  • Lead manager and negotiator for equipment lease receivable securitization program. Authored letter of intent and transaction write-up for investment committee approval and secured investment grade private placement rating from the NAIC and Moody’s. Negotiated first right of refusal on subsequent securitizations Structured multi-class senior and subordinated tranches. Evaluated static pools and dynamic performances of receivable portfolio. Developed waterfall for payments and prepayments based on cash flow characteristics and delinquency and default scenarios. Assisted counsel in review and drafting of closing documents.

 

RELIABLE STORES. INC.          $20 MILLION

  • Lead manager and negotiator for furniture and jewelry store trade receivable securitization program, Prepared and delivered presentation to investment committee for authorization. Assisted in structuring various investment grade and non-investment grade asset classes based on analysis of cash flows generated by store sales in multiple locations and static pool analysis. Assisted counsel in review and drafting of closing documents.

 

STRATEGIC CAPITAL CORP.     $20 MILLION

  • Lead manager and negotiator for assuming and purchasing lottery winnings by individuals in New York, New Jersey, California and Denver. Structured conduit format for receivables to obtain an investment grade rating that were warehoused and subsequently purchased by an insurance company.

Call Corporate & Securities Attorney Victor Walker for advice on structuring, negotiating, preparing legal documentation and closing your next business transaction.  713-724-5300.