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Leveraged Financing 2020

Speaker(s): Alexander Tracy, Barry Price, Daniel C. Seale, Darren S. Klein, Edwin E. Smith, Jason Kyrwood, Jay J. Kim, Jeffrey E. Ross, Jennifer B. Ezring, Jennifer L. Hobbs, Julian Chung, Katy Hedlund, Meredith Coffey, Meyer C. Dworkin, Ramya S. Tiller, Robert Hetu, Sidney P Levinson
Recorded on: May. 5, 2020
PLI Program #: 278321

Edwin E. Smith is a partner in the New York City and Boston offices of Morgan, Lewis & Bockius LLP. He concentrates his practice in general commercial and insolvency law. He has been a member of the teaching faculty at the Morin Center for Banking Law Studies at Boston University Law School, where he has taught secured transactions and transnational lending and trade finance. He has also served as a lecturer on secured transactions at Northeastern University Law School of Law, Harvard Law School and Suffolk Law School. 

As a Uniform Law Commissioner for the Commonwealth of Massachusetts, he has served as a member of the drafting committees for the 1995 revisions of Article 5 (letters of credit) and the 1999 revisions of Article 9 (secured transactions) of the Uniform Commercial Code and as the chair of the drafting committees that formulated the 2002 amendments to Articles 3 (negotiable instruments) and 4 (bank deposits and collections) of the Uniform Commercial Code, the 2010 amendments to Article 9 (secured transactions) of the Uniform Commercial Code, the 2014 amendments to the Uniform Voidable Transactions Act (formerly the Uniform Fraudulent Transfer Act) and the 2018 Amendments to Articles 1, 3, 8 and 9 of the Uniform Commercial Code to address electronic mortgage notes secured by residential real property and registered in a federal registry. He has also served on the drafting committees for the Uniform Certificate of Title Act (2005), the Uniform Assignment of Rents Act (2005), the Uniform Manufactured Housing Act (2012), the Uniform Limited Liability Company Protected Series Act (2017), the Uniform Regulation of Virtual-Currency Businesses Act (2017), and the Uniform Supplemental Commercial Law for the Uniform Regulation of Virtual-Currency Businesses Act (2018). 

He is currently serving as a member of the Permanent Editorial Board for the Uniform Commercial Code and as chair of an American Law Institute/Uniform Law Commission study committee examining whether the Uniform Commercial Code should be amended for emerging technologies. Mr. Smith is a past Chair of the Uniform Commercial Code Committee of the Business Law Section of the American Bar Association and a past member of the Council for the Business Law Section. He also served as a U.S. delegate on the United Nations Convention on the Assignment of Receivables in International Trade and as a U.S. delegate to the United Nations Commission on International Trade Law (UNCITRAL) working group on creating a secured transactions guide for legislation in United Nations member countries. 

He is a member of the American Law Institute, the National Bankruptcy Conference (for which he serves on the executive committee), the American College of Bankruptcy (for which he served as a member on the board of directors and as chair of the Policy Committee) and the International Insolvency Institute and is a past President of the American College of Commercial Finance Lawyers. He is a graduate of Yale University and Harvard Law School.


Daniel Seale is a partner in the New York office of Latham & Watkins and is a Co-Chair of the firm’s Global Banking Practice. Mr. Seale is a member of the Finance Department; the Banking, Capital Markets, and Private Equity Practices; and the firm's Strategic Client Committee. He is a former Vice Chair of the firm's Associates Committee and former Local Chair for the Finance Department in the New York office.

Mr. Seale’s practice focuses primarily on the representation of financial institutions, borrowers, and issuers in leveraged finance transactions with a particular focus on acquisition financings. Mr. Seale has also represented buyers and sellers in both public and private mergers and acquisitions transactions.

Mr. Seale graduated from New York University School of Law in 1995. He served as a Judicial Clerk to Chief Judge Ronald Lagueux of the United States District Court, District of Rhode Island.

Mr. Seale is ranked by Chambers USA as a leading Banking & Finance attorney.

Jay Kim is a corporate partner and former co-head of the global finance practice group at Ropes & Gray LLP.  He has extensive experience with debt financing commitments, credit facilities and high yield debt securities for leveraged acquisitions and other complex leveraged transactions. Jay regularly represents leading private equity sponsors, including Advent International, The Blackstone Group, CCMP Capital, Harvest Partners, THL Partners and TPG Capital, as well as public and private corporate issuers in a variety of industries with their financing needs. 

Mr. Kim is ranked as a leading banking and finance lawyer by Chambers Global (2012-2018), Chambers USA Nationwide (2008-2018), Legal 500 (2013-2018) and IFLR1000 Leading Lawyer (2014-2019), among others.  Chambers cites Mr. Kim as an “outstanding lawyer” who “thinks five steps ahead of the deal” and is recognized as “very creative, smart and tenacious”.

Select representative transactions include:

Aimbridge Hospitality Holdings in $515 million of 1st and 2nd lien credit facilities in connection with the acquisition of Aimbridge by Advent International.

McAfee, LLC in approximately $4.76 billion of 1st lien (including euro tranches) and 2nd lien credit facilities in a recapitalization transaction related to the acquisition of McAfee by TPG Capital and Intel Corporation.

Eating Recovery Center in $325 million of 1st and 2nd lien credit facilities in relation to its acquisition by CCMP Capital.

Change Healthcare, LLC in $6.6 billion of senior credit facilities and high yield bonds, in connection with the creation of a new information technology company by The Blackstone Group, Change Healthcare Holdings, Inc. and McKesson Corporation.

Hayward Industries in $1.535 billion of ABL, 1st and 2nd lien credit facilities in relation to the acquisition of Hayward by CCMP Capital and Hayward’s subsequent add-on acquisitions and capital structure optimization.

Pactera Technology International on its $370 million of revolving credit facilities and senior secured high yield notes, the first high yield bond offering for a China-based company, in connection with the acquisition of China-based Pactera by The Blackstone Group.

Truck Hero, Inc. on its $1.025 billion of 1st and 2nd lien credit facilities in relation to the acquisition of Truck Hero by CCMP Capital.

Ansira Holdings, Inc. in $300 million of unitranche credit facilities in relation to the acquisition of Ansira by Advent International.

The Weather Channel Companies in its $4.125 billion of aggregate financing including $1.8 billion in financing in connection with the acquisition of The Weather Channel Companies by The Blackstone Group and Bain Capital, together with NBC Universal, and $2.325 billion of recapitalization transactions.

Mr. Kim received his J.D. from Boston University School of Law and B.S. in nuclear engineering from Northwestern University.  He is a member of the New York State Bar.

Jennifer B. Ezring is a member of the Executive Committee and of Cahill Gordon & Reindel LLP's corporate practice group.  Jenn's practice focuses primarily on advising commercial and investment banks in leveraged finance and asset-based lending transactions, including acquisition financings, leveraged buyouts, bridge lending and loan commitments, and out-of-court debt restructurings.  She has practiced in a variety of industries, including communications, gaming, retail, energy, manufacturing, media, publishing and internet technology. Jenn has a broad range of financing experience in both US and international transactions.

Jenn was named to Crain’s 2019 list of Notable Women in Law and was recognized as one of The Secured Lender’s 50 Women in Commercial Finance in 2017.  She has been recommended as a leading finance lawyer by Chambers USAIFLR1000 and The Legal 500

Jenn serves on Cahill's Women’s Initiatives Committee.  She is a member of the Board of Directors of LiveGirl, Inc. and the Board of Governors of Multiplying Good, and has served on the Leadership Advisory Committee of the National Womens Law Center.

Jennifer Hobbs is a Partner in the Corporate Department and a member of the Executive Committee at Simpson Thacher.  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 have included Silver Lake Partners, BC Partners, EQT Partners and the private equity group at Goldman Sachs, together with their portfolio companies. Over the years, she has also represented corporate clients Mars, Incorporated, Dell, Inc., Symantec Corporation, Accenture, Aramark Corporation and Broadcom Limited.  

Jennifer’s recent acquisition finance experience includes the following representations:

  • EQT Partners in connection with its acquisition of Cast & Crew Entertainment.
  • BC Partners in connection with its acquisition of NAVEX Global
  • Goldman Sachs Merchant Banking in connection with their acquisition of Boyd Corporation
  • BC Partners in connection with its recapitalization of GFL Environmental Holding and GFL’s subsequent merger with Waste Industries
  • Broadcom Limited connection with its securing $100 billion of committed debt financing for its proposed acquisition of Qualcomm Incorporated.
  • Silver Lake Partners in connection with its $3.5 billion acquisition of Blackhawk Network Holdings, Inc.
  • Red Ventures in connection with its $1.4 billion acquisition of Bankrate, Inc.
  • EQT Partners in connection with its $850 million acquisition of Certara.
  • Aramark Corporation in connection with its $1.0 billion acquisition of AmeriPride Services, Inc. and tis $1.35 billion acquisition of Avendra, LLC.
  • Mars, Inc. in connection with their $9.1 billion acquisition of VCA Inc.
  • Dell, Inc. in connection with its $67 billion acquisition of EMC Corporation.
  • EQT Partners in connection with their $2.35 billion acquisition of Press Ganey, Inc., EQT’s first direct investment in North America.
  • WME Entertainment and co-investors Silver Lake and KKR in connection their acquisition of the Ultimate Fighting Championship.
  • Symantec Corporation in connection with its $4.65 billion acquisition of Blue Coat Inc. and its $2.3 billion acquisition of LifeLock, Inc.
  • BC Partners-led consortium in connection with its $8.7 billion acquisition of PetSmart, Inc. and PetsSmart in connection with its subsequent acquisition of Chewy, Inc.

Jennifer’s accolades include:

  • Chambers USA: America's Leading Lawyers for Business (2015-2018)
  • Lawdragon Magazine, 500 Leading Lawyers in America (2014-2018)
  • Euromoney’s American Women in Business Law Awards, “Best in Banking and Finance” (2014, 2017)
  • The American Lawyer, Top “45 Under 45” Women Lawyers (2011)

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.

Julian S.H. Chung is a finance partner resident in Fried Frank's New York office. 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. She also represents financial institutions and debtors in connection with restructurings and refinancing existing credit facilities.

Ms. Chung is co-chair of the Firm’s Associate Success and Advancement Program Committee. She is also a member of the Firm’s Diversity Committee and Technology Committee, as well as the Women’s Forum Planning Committee, a representative group directing Fried Frank’s Firmwide women’s affinity group.

Ms. Chung is a frequent speaker on leveraged finance and real estate finance matters, including as a panelist for PLI’s “Leveraged Finance” conference (2013, 2014, 2017, 2018 and 2019) and for the Commercial Observer’s “Financing Commercial Real Estate Forum” (2017). She has also co-authored a number of articles in ICLG’s Lending & Secured Finance Editions, including “Investment Grade Acquisition Financing Commitments” (2019, 2018) and “Unitranche Financing: UK vs. US Models” (2016).


  • JD, cum laude, Benjamin N. Cardozo School of Law, 1995
  • BA, New York University, 1992

Honors & Awards

  • Named to Lawyers of Color’s Inaugural Nation’s Best List in 2019
  • Recognized as a Leading Practitioner in Finance: Commercial Lending by Legal 500
  • Named to The American Lawyer’s “45 Under 45”
  • Recognized as an Alumni Honoree by the Cardozo Law School Black, Asian, Latino Law Students Association


Mr. Kyrwood is co-head of Davis Polk’s Finance Group. He regularly advises financial institutions and alternative credit providers on a full range of financial products, from in large-cap syndicated loans to smaller direct lending transactions.  Advising on over half a trillion dollars of transactions since 2015, Mr. Kyrwood has broad exposure to the global banking market and its industry participants, including deep experience in leveraged and investment-grade acquisition financings, bridge financings, LBOs, cross-border financings, restructurings and recapitalizations.

Mr. Kyrwood has represented lenders in connection with some of the largest and most complex investment grade acquisition financings over the last few years, including the over $38 billion financing for AbbVie’s acquisition of Abbott, $33.5 billion financing for Bristol-Myers’ acquisition Celgene and Cigna’s $26.7 billion financing for its acquisition of Express Scripts, among many others. He also represented Comcast in its £22 billion financing for its acquisition of Sky.

He also represents financial institutions in LBO financings across from some of the world’s largest and most sophisticated financial sponsors. Recent transaction include the $8.05 billion financing for KKR’s acquisition of Envision Health Care, $4.025 billion financing of Brand Energy & Infrastructure Services’ (a CD&R portfolio company) acquisition of Safway Group, the $4.5 billion financing for CC Capital’s acquisition of the Dun & Bradstreet Corporation and the $3.35  billion financing for Brookfield’s acquisition of Genesee & Wyoming.   He also represents lenders in leveraged corporate transactions, including the $4.15 billion financing for the acquisition by United Natural Foods of Supervalu, Inc. 

Mr. Kyrwood is recognized in Chamber Global and Chambers USA as a leading lawyer, and has received numerous honors, including being named “Transatlantic Dealmaker of the Year” (2016) and “Dealmaker of the Year” (2014) by The American Lawyer, “Rising Star" by New York Law Journal (2015) and Law360 (2011) and one of The M&A Advisor’s “40 Under 40” (2012). He is also a regular speaker and author on leveraged finance matters.

Robert Hetu is Head of US Private Debt, at CDPQ’s New York office. In his role, he is responsible for the execution of the US Private Debt strategy of CDPQ, which includes the origination, structuring, negotiation and monitoring of leveraged transactions with key partners and market participants. Before joining CDPQ in June 2017, Mr. Hetu spent 20 years with Credit Suisse in New York where he served as Managing Director in the Investment Banking Department, leading a team in the Corporate Lending group that focused on executing leveraged loan transactions. Prior to that, he was Senior Manager, Structured Finance at Société Generale Canada in Montreal, and began his career in commercial banking at RBC in Quebec. Mr. Hetu has a Bachelor of Laws degree from Université de Montréal, as well as an MBA from the Ivey Business School at the University of Western Ontario.

Jeffrey Ross is Chair of the firm’s Finance Group and a member of its Private Equity Group. His practice focuses on complex acquisition and leveraged financings. Mr. Ross is ranked as a leading lawyer for Banking and Finance by Chambers Global (2020) and Chambers USA (2020), is recommended by The Legal 500 US (2020), and is also recognized as a Notable Practitioner in banking and capital markets by IFLR1000 (2020).

Mr. Ross publishes frequently on legal matters related to finance topics, including “What’s Market: 2020 Mid-Year Trends in Large Cap and Middle Market Loans,” Practical Law (July, 2020); “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 a contributing author to the annual Health Care Mergers and Acquisitions Answer Book (Practising Law Institute, 2019) and a former editor of the Debevoise & Plimpton Private Equity Report. Mr. Ross is a guest lecturer on leveraged finance in a course entitled Private Equity Playbook at Cornell Law School and is co-chair for PLI’s Leveraged Financing and Private Equity Acquisition Financing Summit programs.

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.

Katy Hedlund works on the Debt Capital Markets Desk at J.P. Morgan, originating and syndicating leveraged loans and high yield bonds across a wide range of industries. In addition, Katy leads bridge loan syndication for J.P. Morgan. Prior to joining the Capital Markets Desk, Katy worked in Leveraged Finance Origination at J.P. Morgan, focusing on transactions in the Technology, Media and Telecommunications spaces. Katy has an undergraduate degree in Economics from the University of Chicago.

Mr. Dworkin is a partner in Davis Polk’s Corporate Department, practicing in the Finance Group. He advises lenders and borrowers on a variety of finance transactions, including acquisition financings, asset-based financings, debtor-in-possession financings and bankruptcy exit financings and structured financings.

In addition, Mr. Dworkin regularly represents hedge funds and corporations in negotiating prime brokerage agreements, ISDA and BMA-standard agreements and other trading and financing documentation and other complex structured financial products.

Mr. Dworkin’s clients have included many major financial institutions, direct lenders and corporations across various industries, including Ford, Ingram Micro, Reynolds Group, Taboola and V.F. Corporation.

Mr. Klein is a partner in Davis Polk’s Corporate Department, practicing in the Restructuring Group. He has substantial experience on a wide range of restructurings and bankruptcies, in and out of court.

Work Highlights

  • The agent and arranger in connection with an $800 million debtor-in-possession financing and agent for the approximately $2.8 billion pre-petition first lien credit facility in connection with Peabody Energy Corp.’s chapter 11 proceedings
  • Several oil and gas companies and significant creditor groups in connection with the companies’ out-of-court restructurings and chapter 11 cases
  • Delta Air Lines, Inc. in connection with a comprehensive and integrated global settlement to restructure Delta’s codeshare relationship with Republic Airways Holdings during Republic’s chapter 11 proceeding
  • The first-out debtor-in-possession financing lenders and pre-petition ABL lenders in connection with the chapter 11 proceeding of RadioShack
  • The Ad Hoc Group of Bondholders of Puerto Rico’s Government Development Bank in connection with Puerto Rico’s ongoing restructuring efforts
  • The note purchasers, exchanging noteholders and lenders in connection with a $400 million debt out-of-court recapitalization and subsequent chapter 11 proceedings of Venoco, Inc.
  • Investors in connection with bonds secured by Schahin II Finance Company (SPV) Limited and secured by the Sertão vessel
  • The agent for the $100 million debtor-in-possession financing for Verso Corporation
  • The agent for the approximately $3.9 billion pre-petition senior secured credit facility in the chapter 11 cases of Cengage Learning, Inc. and certain of its affiliates
  • Patriot Coal and its affiliates in connection with their chapter 11 cases
  • Pinnacle Airlines and its affiliates in connection with their chapter 11 cases
  • Joint administrators and liquidators of Lehman Brothers International (Europe) and its U.K. Lehman affiliates, including in connection with the tens of billions of dollars of claims that such companies have against Lehman’s U.S. entities


Mr. Tracy is a Partner in Perella Weinberg Partners’ Advisory business. He focuses on advising clients in connection with corporate restructurings, financings and mergers and acquisitions.

Mr. Tracy has more than 20 years of investment banking experience assisting companies on a wide range of strategic matters. During his tenure at Perella Weinberg Partners, he has advised WeWork in connection with financing from SoftBank; the ad hoc bondholder group in PG&E; Global Brokerage on its pre-packaged plan of reorganization; Memorial Production Partners on its pre-arranged reorganization; Blackhawk Mining on its liability management strategy; the Unsecured Creditors Committee of Seadrill Ltd. in connection with its restructuring; and Quantum Pacific in connection with its restructuring of Pacific Drilling.

Prior to joining Perella Weinberg Partners in July of 2016, Mr. Tracy was at Miller Buckfire & Co. from 2006 to 2016, where he most recently served as a Managing Director in the restructuring group. He was previously a Vice President of Chanin Capital Partners, where he advised clients on corporate restructurings and mergers and acquisitions. Prior to that, Mr. Tracy was an Associate in the mergers and acquisitions group at Prudential Securities.

At Miller Buckfire & Co. he advised clients, including Molycorp Inc. in connection with its corporate restructuring; iPayment on its debt exchanges and liability management strategy; the first lien lender of Caesars Entertainment Operating Company in connection with its restructuring; and Excel Maritime on its corporate reorganization.

Mr. Tracy earned Bachelor of Arts degrees in Economics and English from Amherst College.

Sidney Levinson is a partner and Co-Chair of the firm’s Restructuring Group. Mr. Levinson has extensive experience advising a range of clients, including bondholders, secured lenders, debtors, trustees and creditors committees in large and complex restructuring and bankruptcy proceedings. His representations include major league sports teams, the retail and gaming industries, airlines, and real estate developers, among others. Among his recent engagements are the DIP lenders of Barney’s; noteholders of Bon-Ton Department Stores, Hot Topic, and numerous other retailers; 1.5 Lien Noteholders of Hexion; term lenders of NYDJ Apparel and Fontainebleau Las Vegas; and second lien noteholders of Caesars Entertainment Operating Company. He also has represented companies in out-of-court restructurings and in chapter 11 cases, such as the Los Angeles Dodgers and, on behalf of the chapter 11 trustee, Hawaiian Airlines. In addition, Mr. Levinson has served as lead trial counsel in a number of high-profile cases, including representing Hawaiian Airlines in obtaining an $80 million judgment (plus attorney fees of $3.9 million) against Mesa Air Group arising from Mesa's breach of a confidentiality agreement, and representing a group of noteholders of Premier Entertainment Biloxi in winning a $9.5 million judgment (plus an award of $1.5 million in interest) against a solvent debtor for violation of a no-call provision.

Throughout his career, Mr. Levinson has been recognized as a leading lawyer by various legal directories and trade publications and has written and spoken extensively on restructuring issues. He is a fellow in the American College of Bankruptcy and previously served as a subcommittee co-chair for the ABA's Business Bankruptcy Committee. He served on the board of directors of the Los Angeles Bankruptcy Forum from 2007 to 2011 and is a former editor of the California Bankruptcy Journal. From 1992 until 1995, Mr. Levinson was a trial attorney in the U.S. Department of Justice (Civil Division), specializing in bankruptcy and commercial litigation. He received his J.D. from the University of California, Los Angeles in 1988 and his B.A. cum laude from Brandeis University in 1985.

Ramya S. Tiller is a corporate partner based in the New York office. Ms. Tiller is in the Finance Group, and has experience in a broad range of financing transactions, including complex acquisition and leveraged finance transactions, such as the financing aspects of Discovery’s acquisition of WarnerMedia from AT&T in a Reverse Morris Trust transaction that values the combined entity at approximately $130 billion, fund finance transactions and other alternative capital transactions.

Ms. Tiller is ranked as a Next Generation Partner in Commercial Lending by The Legal 500 US (2021), where she has been described as an “ultimate professional,” and “highly rated.” She is also recognized as a Notable Practitioner in Banking by IFLR1000 (2020). Ms. Tiller is a frequent speaker on finance-related topics for the Practising Law Institute.

Ms. Tiller joined Debevoise in 2007. She holds a B.A. LLB (Hons.) from the National Law School of India University in Bangalore, where she graduated third in her class in 2002. She received an LL.M. (Corporate Law) from New York University in 2005, where she was a Hauser scholar. Ms. Tiller is fluent in German.

Prior to joining the firm, Ms. Tiller worked for a leading Indian law firm in Mumbai, India. Between 2010 and 2012, she served as a member of the Finance group at an international law firm in Munich, Germany.


New York University School of Law, 2005, LL.M.

National Law School of India University, 2002, LL.B.

Bar Admissions

New York

Meredith Coffey is the Executive Vice President of the Loan Syndications and Trading Association (LSTA), and runs its Research Department. Ms. Coffey co-heads the LSTA’s regulatory and CLO efforts, which help facilitate continued availability of credit and the efficiency of the loan market. In addition, Ms. Coffey heads a team of analysts that are responsible for analyzing current and anticipated loan market developments, helping the LSTA build strategy and improve market efficiency, and providing commentary through weekly newsletters, periodic conferences and webcasts. Ms. Coffey and the analyst team also engage market participants, press and regulators on issues and developments in the global loan market.  Ms. Coffey has published analysis on the syndicated loan market in numerous books and periodicals, presents frequently, and has testified before Congress on issues pertaining to the loan and CLO markets. Prior to joining the LSTA, Ms. Coffey was Senior Vice President and Director of Analysis focusing on the loan and adjacent markets for Thomson Reuters LPC, working in and running loan research for 15 years. Ms. Coffey has a B.A. in Economics from Swarthmore College and a graduate degree in Economics from New York University.