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Leveraged Financing 2011


Speaker(s): Angela L. Fontana, Ann Makich, David A. Brittenham, Douglas A. Cruikshank, Eric M. Rosof, F. William Reindel, Janet Vance, Jasmine Ball, John B. Brady, Jr., Kirk A. Davenport, II, L. Francis Huck, Marissa C. Wesely, Robert S. Finley
Recorded on: May. 6, 2011
PLI Program #: 29677

John B. Brady has been with Debevoise since 1977.  As a partner in the Corporate Department, Mr. Brady's practice principally involved representing corporations in structuring and implementing corporate finance, securities and other transactions. His practice included many transactions that were innovative and, in some instances, the first of their kind, including novel public and international financing transactions.

Of Counsel since 1998, Mr. Brady has concentrated on the training and development of lawyers. He has created over 40 seminars - on topics such as legal ethics, basic and advanced negotiation, corporate finance, basic accounting, counseling, conflict resolution, document drafting, practice management, decision-making, and client relations - that he offers periodically to the firm's lawyers and, on occasion, to clients and others.

Mr. Brady received his A.B. from the University of Notre Dame in 1971, an M.A. from New York University in 1972 and his J.D. from Yale Law School in 1977.


Ann Makich is a partner in Cahill's corporate practice group.

Ann's practice is principally focused on leveraged financings for acquisitions, recapitalizations and going­ private transactions. Her clients include leading investment banking firms and commercial banks. Ann

has represented underwriters, placement agents and initial purchasers in public and private high yield, investment grade and equity offerings and secured bank loans in a wide range of industries including media, telecommunications, manufacturing, retail and natural resources. 

Ann has been a panelist on the Practising Law Institute's Leveraged Financing program for several years, and will be a member of the 2015 program covering financing commitments and acquisition agreement terms. She also was a member of PLl's inaugural "How to Read Financial Statements" presentation in 2012, which has been repeated annually since that time. Ann has been consistently recommended as a leading corporate business lawyer by Chambers USA and The Legal 500.

Selected Matters:

  • Representation of Bank of America and other commercial banks in providing the $2.3 billion senior secured cred it facility in connection with the acquisition by Genesee & Wyoming Inc. of RailAmerica, Inc.
  • Representation of the lead arrangers in connection with a $6.5 billion senior unsecured interim loan and a $2.5 billion senior subordinated interim loan for the acquisition of First Data Corporation by KKR.
  • Representation of the initial purchasers in the $2.2 billion Rule 144A offering by First Data Corporation of high yield notes, the proceeds of which were used to repay a portion of the senior unsecured interim loans that funded part of the acquisition.
  • Ongoing representation of the lead arrangers in connection with securities offerings by First Data Corporation.
  • Ongoing representationof the underwriters in connection with securities offerings by Comcast Corporation.
  • Ongoing representation of the underwriters in connection with securities offerings by affiliates of Ventas, Inc., an S&P 500 company and the leading seniors housing and healthcare real estate investment trust in the United States. 
  • Ongoing representation of the initial purchasers in connection with securities offerings by DISH Network. 
  • Representation of the lead arrangers in connection with securities financings for QVC, Inc. 
  • Representation of Citigroup and the other lead arrangers in connection with the $2.0 billion senior secured term loan facility that provided a portion of the proceeds for the acquisition by KKR and Clayton, Dubilier & Rice of USFoods. 
  • Representation of Deutsche Bank and the other lead arrangers in connection with the senior secured term loan financing for the acquisition by Platinum Equity of BWAY Corporation.
  • Representation of Deutsche Bank and the other lead arrangers in connection with the senior secured term loan financing for the acquisition by TPG of Fleetpride Corporation.

Ann has practiced at Cahill since her graduation from Columbia Law School. She became a partner in 2005.


Douglas A. Cruikshank
Managing Director - Global Financial Sponsors Group
Barclays Capital
New York City
 

Education:

  • Princeton University, A.B. degree in Religion
  • Northwestern University (Kellogg), MBA degree in Finance
     


Work
:

  • At Lehman Brothers from May, 2006-2008
  • At CS from Feb, 2000-May, 2006
  • At JPM from Sept, 1992-Feb, 2000
  • At Bankers Trust from Sept, 1991-Sept. 1992


Eric Rosof joined Wachtell, Lipton in 2000, becoming a partner in 2007. Eric advises private equity firms and corporations on financing of all types for mergers and acquisitions. Mr. Rosof also represents buyers, sellers, investors, creditors and debtors in distressed acquisitions, divestitures and restructurings.

Eric received his B.S. in Economics from the Wharton School of the University of Pennsylvania in 1982 and his J.D. from Columbia Law School in 1997, where he was a senior editor and special issue chair of the Columbia Law Review. Following law school, Mr. Rosof served as law clerk to the Honorable Robert W. Sweet, United States District Court, Southern District of New York.  Mr. Rosof is admitted to practice in New York.


L. FRANCIS HUCK
Partner, New York Office

Frank Huck is a Partner in the Firm's Corporate Department where he specializes in syndicated commercial lending. Over the past 20 years, Mr. Huck has represented domestic and foreign banks in a variety of bank financing transactions. In recent years, he has been especially active in financing of acquisitions by private equity groups and public companies and in restructuring financings. Recent matters have included the representation of the arranging bank in financings for Realogy, GE Capital, Time Warner, iStar and NBC Universal. He has also represented the bank lenders to the former Yugoslavia through four debt restructurings beginning in 1998 and the division of the external bank indebtedness among the five successor republics in 1996 through 1998.

Mr. Huck joined the Firm in 1972 and became a partner in 1980. He received his A.B. in 1969 from Harvard University and his J.D. in 1972 from Stanford Law School. He is an active member of the American Bar Association and the Bar Association of the City of New York.
 


Angela Fontana is a corporate partner in the Dallas office of Sidley Austin LLP, a member of the firm's Banking and Financial Services, Global Finance and Private Equity groups and is a co-head of the Private Equity group.

Ms. Fontana's practice focuses on financing transactions and debt restructurings across a variety of industries. Angela regularly represents borrowers as well as direct lenders and financial institutions, she has been involved in a wide variety of financing transactions in both the United States and abroad. Angela's extensive experience includes investment grade lending, commercial paper facilities, letter of credit facilities, leveraged lending, asset­based lending, mezzanine financing and workouts and restructurings, including debtor-in-possession and exit financings.

Angela received her B.B.A., from the University of Iowa in 1987 with an emphasis in accounting and her J.D., with distinction, from the University Of Iowa College Of Law in 1989.

Angela serves on the Dallas Heritage Village Board of Trustees, the Iowa Law School Foundation Board of Directors and is a member of the City of University Park Employee Benefits Committee.

Angela was recently selected by her peers for inclusion in The Best Lawyers in America 2017 in the fields of Banking and Finance Law and Corporate Law. She was named the Best Lawyers' 2017 Banking and Finance Law "Lawyer of the Year'' in Dallas/Fort Worth. Angela was recognized in Chambers USA-America's Leading Lawyers for Business 2005-2018 in the field of Banking and Finance and was selected as a finalist for the Chambers USA Women in Law Awards 2013 and 2012 in the category of Finance. She was named a "leading" Practitioner in Banking in The International Who's Who of Banking Lawyers 2007-2012. She was a recognized lawyer in The Legal 5OO US 2007, 2009, 2010, 2014, 2015, 2016, 2017 and 2018; a "leading" lawyer for bank lending in IFLR 1000: The Guide to the World's Leading Financial Law Firms 2009; named in The Best Lawyers in America 2009-2017 and is included in the inaugural edition of the Guide to the World's Leading Women in Business Law. She was also named a Texas Super Lawyer in 2003-2017 and D Magazine's Best Lawyers in Dallas 2011-2017. Angela has been recognized in the 2014, 2015 and 2016 editions of the IFLR1000 as a "Leading Lawyer" in Banking and Finance in the United States.


David Brittenham is a corporate partner of Debevoise & Plimpton LLP and member of the firm’s Finance Group.  He focuses his practice on complex leveraged and acquisition financings, such as the $15 billion acquisition of Hertz by The Carlyle Group, Clayton, Dubilier & Rice and Merrill Lynch Private Equity and the $5.9 billion acquisition of King Digital by Activision Blizzard.  Mr. Brittenham is ranked as a leading finance lawyer by Chambers Global (2017) and in Band 1 by Chambers USA (2017).  Mr. Brittenham is a contributing author of The Private Equity Primer: The Best of the Debevoise & Plimpton Private Equity Report and the Debevoise & Plimpton Private Equity Report and a regular co-author of articles covering a range of finance-related topics.  He has been a co-chair for PLI’s Leveraged Financing and Private Equity Acquisition Financing Summit programs since 2006.

Mr. Brittenham joined Debevoise in 1985 and became a partner in 1992. He received his B.A. from Cornell University in 1977 and his J.D. from Columbia University School of Law in 1984, where he was Articles Editor of the Columbia Law Review.  Prior to joining Debevoise, Mr. Brittenham served as a law clerk to the Hon. Jack B. Weinstein, U.S. District Court for the Eastern District of New York, from 1984 to 1985.


Janet Vance is a partner in the New York office of Gibson, Dunn & Crutcher.  Ms. Vance serves on the Compensation Committee and the Finance Committee of Gibson Dunn and she focuses on corporate finance and private equity.  Her experience includes representation of equity sponsors, corporate borrowers and lenders with respect to secured and unsecured lending transactions, loan syndications, fund financings, senior and subordinated debt financings, first lien/second lien deals, mezzanine loans and other banking and credit matters.

Ms. Vance’s clients represent a cross-section of industries, including aerospace, defense, energy, technology, telecommunications, manufacturing, metals and retail.  Ms. Vance is consistently ranked as one of the elite Banking and Finance lawyers in New York by Chambers USA:  America’s Leading Lawyers for Business, Chambers Global:  The World’s Leading Lawyers for Business and The International Who’s Who of Banking Lawyers.  In Chambers, Ms. Vance is praised for “her experience, nuanced approach and technical excellence,” noted as “exceptional in having the business acumen to match her legal competence.  Truly outstanding.” and “When you get to a roadblock, Janet can pause and come back with something creative that no one has thought of and blast through the logjam,” “She has the rare component where she cares about our company and wants us to do well.”

Ms. Vance received her Juris Doctor from the Columbia University School of Law in 1987, where she was a Harlan Fiske Stone Scholar.  Ms. Vance was a judicial clerk to the Honorable Richard Gadbois, Jr. in federal district court in Los Angeles, California, from 1987–1988.  Ms. Vance received her Bachelor of Arts degree in English and Psychology with honors from the University of Pennsylvania in 1984.

Representative Experience

•           Working Capital and Expansion Debt Facilities:  Represents public and private companies as well as portfolio investments for private equity sponsors.

•           Acquisition Financings:  Represents equity sponsors and corporate borrowers in highly leveraged acquisition financings.

•           Restructurings:  Represents financially stressed companies and portfolio investments.

•           Fund Financings:  Represents funds, fund sponsors and lenders in connection with subscription facilities, asset-based facilities, mezzanine loans and joint venture financings.


Jasmine Ball is a corporate partner and member of the Debevoise’s Restructuring Group. Ms. Ball regularly represents debtors, investors, creditors and other parties in distressed mergers & acquisitions, workouts, debt and equity financing and refinancing, complex restructurings and Chapter 11 bankruptcy proceedings. Ms. Ball is recognized by The Legal 500 US (2019) and IFLR 1000 (2019) as a leading restructuring lawyer. She was among the winners of Turnaround Management Association’s 2018 “International Restructuring of the Year”, Global M&A Network’s “Turnaround Atlas Awards 2018 Corporate Turnaround of the Year” and M&A Advisor’s 2017 “Restructuring Deal of the Year ($1B to $5B)” for her role as aircraft counsel to CHC Group in its successful Chapter 11 proceedings.

Ms. Ball is a member of the Bar of the State of New York and is admitted to practice before the U.S. District Court for the Southern District of New York and the U.S. District Court for the Eastern District of New York. Ms. Ball is Co-Chair of the International Women’s Insolvency & Restructuring Confederation (IWIRC) New York Chapter and serves on the Board of Directors of The Asian American Bar Association of New York (AABANY). She is also a member of the American Bankruptcy Institute, the Turnaround Management Association and on the TMA New York Academic Relations Committee, the International Bar Association, the American Bar Association, the New York State Bar Association, the Association of the Bar of the City of New York and the Advisory Board of Practical Law Bankruptcy. She is also a member of the firm’s Diversity & Inclusion Advisory Council and is active in various Asian legal associations, including Asian American Legal Defense and Education Fund and Asian American Bar Association activities.

Ms. Ball received her B.S. from Princeton University and her J.D. from the University of Michigan, where she was an executive editor of the Journal of International Law.


Kirk A. Davenport is a partner in the New York office of Latham & Watkins. Mr. Davenport is a member of the firm's Corporate Department. He also serves as Co-chair of the national office of Latham & Watkins, a central resource for clients and Latham attorneys facing complex issues arising under the US securities laws.

Profile

  • Capital markets
  • Securities laws
  • Debt and equity financings

Experience

Mr. Davenport's clients include:

  • US and international investment banks
  • NYSE and NASDAQ-listed companies
  • Leveraged buyout funds
  • Mezzanine investment funds

Mr. Davenport has represented issuers and underwriters in public and private high yield, convertible note and equity offerings as well as tender and exchange offer transactions, both domestically and abroad. In the lending arena, he has represented lenders and borrowers in secured and unsecured acquisition and other debt financings. He has also represented private equity funds and others in prepackaged bankruptcy plans.

Thought Leadership

  • The Good, the Bad and the Offer: Law, Lore and FAQs
  • Desktop Staleness Calendar for 2014 Offerings 
  • The JOBS Act Establishes IPO On-Ramp
  • The Bought Deal Bible
  • Financial Statement Requirements in US Securities Offerings: What You Need to Know
  • Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know
  • Recent Developments In Recent Developments — Using "Flash" Numbers in Securities Offerings
  • Cheap Stock: An IPO Survival Guide
  • Upsizing and Downsizing Your IPO
  • Adjusted EBITDA Is Out of the Shadows as Staff Updates Non-GAAP Interpretations
  • Navigating Debt Repurchases - Issues and Answers
  • Selecting a Securities Exchange: NYSE, NASDAQ, and Key European Exchange Listing Requirements for Equities
  • The AHYDO Rules and the PIK Toggle Feature
  • Giving Good Guidance - What Every Public Company Should Know

Education

JD, University of Michigan Law School, 1984, magna cum laude; Order of the Coif

BA, Brown University, 1981

Bar Qualifications

New York

Languages

English

Recognition Highlights

"Superstar" Kirk Davenport "cuts through things very quickly," impressed market sources say. - Chambers USA 2014

Featured in Band 1 of Chambers USA and Chambers Global, noting that he is a "highly keen on making sure his clients are happy and he'll do anything for his clients" and an "energetic and technically gifted" lawyer.
Chambers USA2012-2014, and Chambers Global 2014

Mr. Davenport was selected by the American Lawyer in 2013 as one of "The Top Big Law Innovators of the Last 50 Years," in an article that highlighted "the ideas and initiatives that changed the world of big law over the past half century, and the people behind them."


Marissa Wesely is a partner and member of senior management at the global law firm of Simpson Thacher & Bartlett LLP. She has over three decades of experience as a corporate lawyer in New York and London, advising companies, private equity funds and financial institutions on complex acquisition finance, recapitalization and restructuring transactions. Some of her recent representations include: Algeco Scotsman in connection with a multi-jurisdictional ABL facility as part of its global recapitalization; Affinia Group in the financing of the spin-off of its brake business; L-3 Communications in the financing of its spin-off of an independent, publicly-traded government services company; Peabody Energy Corporation in the financing of its acquisition of MacArthur Coal; Sealed Air Corporation in the financing of its acquisition of Diversey; and CB Richard Ellis in the financing of its acquisition of the real estate management business of ING Group N.V.

Marissa is regularly recognized as a leading lawyer in banking and finance by Chambers & Partners, The Best Lawyers in America, Euromoney's Leading Women in Business Law and PLC's Which Lawyer. In 2013, she was honored as the Finance Lawyer of the Year at Chambers' Women in Law Awards.  Marissa speaks and writes regularly on issues relating to her practice, including at the Practicing Law Institute's annual Leveraged Finance Summit. Earlier in her career, she designed and taught courses on international trade and financing for the former Harvard Institute for International Development.

Marissa is the founder and a Steering Committee member of the Kate Stoneman Project, a leadership organization for women partners of 10 leading New York-based law firms. She is on the Executive Committee of DirectWomen, an ABA and Catalyst initiative to increase gender diversity on corporate boards, and on the Boards of Directors of Legal Momentum (The Women's Legal Defense and Education Fund) and The Global Fund for Women. She is also on the Board of Trustees of The Wenner-Gren Foundation, a private operating foundation devoted to the advancement of anthropology throughout the world.

Marissa frequently speaks on issues relating to women in the legal profession and women and leadership, including as the keynote speaker at Duke Law School conference on Women and the Law in 2012 and at Womensphere's Emerging Leaders Global Summits in 2011 and 2013. She is a 2010 recipient of the Diversity Champion Award from the Association of the Bar of the City of New York, and in 2009 received the Kay Crawford Murray Award from the New York State Bar Association in recognition of her efforts to mentor women and promote diversity in the legal profession.

Marissa graduated from Williams College, magna cum laude, in 1976 and received her J.D., cum laude, from Harvard Law School in 1980.