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Leveraged Financing 2012


Speaker(s): Angela L. Fontana, Ann Makich, Carolyn Zander Alford, David A. Brittenham, Douglas A. Cruikshank, Eric M. Rosof, Jasmine Ball, John B. Brady, Jr., Marc D. Jaffe, Marissa C. Wesely, Patrick J. Ryan, Rachel L. Rawson, Stephen A. Boyko
Recorded on: May. 2, 2012
PLI Program #: 35191

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.


Rachel Rawson represents lenders and borrowers in a wide variety of financing transactions. She advises private equity funds and their portfolio companies in connection with complex leveraged buyout financings and ongoing financing transactions and lenders and borrowers in asset-based secured loans, investment-grade company financings, private placements, and subordinated debt placements, many with multijurisdictional and multicurrency components.

Rachel's practice also includes representing lenders and borrowers in connection with workouts and restructurings of troubled credits, including out-of-court restructurings and debtor-in-possession financings and exit financings. Recently she has been advising a variety of clients on intercreditor issues, helping them navigate through transactions with multiple debt tranches and multiple lien priorities.

Clients for which Rachel has worked on substantial matters include The Riverside Company, Morgenthaler Partners, Blue Point Capital Partners, Kirtland Capital Partners, Industrial Growth Partners, SprintNextel, The J.M. Smucker Company, KeyBank, PNC/National City Bank, and TSG Consumer Partners.

Rachel has spoken at numerous professional conferences and seminars on commercial financing and restructuring topics. She is an officer of the Cleveland Chapter of the Association for Corporate Growth and is active in community and charitable affairs.


Honors & Distinctions

Chambers USA (2003-2011); Best Lawyers in America (2007-2010); "Top 25 Women Lawyers in Cleveland" (2008-2011); Ohio Super Lawyers (2008-2011)


Education

  • Columbia University  (J.D. 1990; Research and Writing Editor, Journal of Law and Social Problems; Harlan Fiske Stone Scholar)
  • Kenyon College (B.A. magna cum laude 1987; Phi Beta Kappa)

Bar Admissions
  • New York and Ohio


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.


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.


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.


Marc Jaffe, Global Chair of Latham & Watkins’ Corporate Department, represents leading issuers, investment banking firms, and investors in both public and private debt and equity offerings, as well as in lending transactions.

Mr. Jaffe regularly handles high-profile and precedent-setting corporate finance matters on behalf of prominent US and foreign investment banks, public companies, non-US corporations, private equity funds, and mezzanine investment funds. He also advises on general securities and corporate matters. His broad industry experience includes the technology, entertainment, financial services, gaming, hospitality, manufacturing, energy, media and telecommunications, and retail sectors.

Mr. Jaffe guides clients on diverse types of capital markets and financing transactions, including bridge lending and loan commitments, exchange offers, initial public offerings, restructurings, secondary and follow-on offerings, and tender offers and consent solicitations.

Mr. Jaffe has earned widespread recognition for his trailblazing practice work, including by The American Lawyer, which selected him as a Dealmaker of the Year for his leading role in Manchester United’s 2012 IPO on the New York Stock Exchange. The Legal 500 US named Mr. Jaffe to its Hall of Fame, describing him as “pre-eminent in the capital markets space,” “head and shoulders above the rest,” and “a leading light.” He has also been ranked as one of the leading capital markets lawyers by Chambers Global, Chambers USA, IFLR1000, and The Legal 500, and has been recognized by The Legal 500 Latin America.

Mr. Jaffe previously served as Global Co-Chair of Latham & Watkins’ Capital Markets Practice.

Mr. Jaffe is a member of the New York State Bar Association, the American Bar Association, and the Securities Regulation Committee of the Bar of the City of New York. He is a frequent speaker on securities law-related topics.


Patrick Ryan is the Head of the Firm’s Banking and Credit Practice. Patrick regularly represents leading financial institutions and investment banks in connection with the arrangement and syndication of senior credit facilities, including acquisition, bridge and other corporate financings. He has significant experience in complicated financings in the leveraged finance, investment-grade, and asset-based markets, often working with clients to develop innovative structures or to find solutions to difficult issues. He has also advised on the restructuring of existing credit facilities and other related financings, including DIP and exit financings.

Patrick’s financial institution and investment banking clients include JPMorgan, Barclays Capital, Deutsche, Goldman Sachs, Morgan Stanley, and Royal Bank of Canada, among others. Patrick also represents companies in connection with their financing activities, and his clients have included American Media, AOL, Bard, Cengage Learning, Evercore, Hulu, MasterCard, News Corporation, Radioshack, Sky Deutschland, Travelers Companies, 21st Century Fox and Universal Studios, among others. Patrick is also active in representing clients in sports and entertainment ventures, including the representation of Forest City Ratner Companies and other investors in connection with the acquisition and relocation of the Nets NBA franchise to Brooklyn.

Notable recent transactions include representing:

  • JPMorgan and Barclays in connection with $7.2 billion of bridge financing for Thermo Fisher Scientific Inc.’s acquisition of Patheon and $12.5 billion of bridge financing for its acquisition of Life Technologies Corporation
  • JPMorgan in connection with $6 billion in senior credit facilities for Sprint Communications, Inc.
  • JPMorgan in connection with $8.5 billion in committed bridge financing for Northrop Grumman Corporation related to its announced acquisition of Orbital ATK, Inc.
  • JPMorgan and Goldman Sachs in connection with financing for Gartner Inc.’s $2.6 billion acquisition of CEB Inc.
  • Twenty-First Century Fox in connection with £12.2 billion in committed bridge facilities to finance its acquisition of Sky plc, the U.K.-based media company
  • JPMorgan in connection with $2 billion of financing for Genuine Parts Company’s acquisition of Alliance Automotive Group

Patrick is ranked among the leading banking and finance lawyers in the United States and the world by publications such as Chambers USA, Chambers Global, The Legal 500 United States, IFLR1000 and The Best Lawyers in New York.

Patrick received his B.A., magna cum laude, from Manhattan College in 1985 and his J.D., cum laude, from Fordham University School of Law in 1989. He spent a year at University of Dublin, Trinity College from 1985 to 1986.


Stephen A. Boyko is a partner in the Corporate Department and co-head of The Private Credit and Finance Groups.

Steve’s primary focus is in finance transactions, particularly those involving private sources of capital. He represents one of the largest client rosters in the industry, including an array of specialty finance companies, private debt funds, business development companies (BDCs), CLOs, sovereign wealth funds, insurance companies, hedge funds, private equity investors and issuers in connection with:

  • leveraged buyouts
  • growth capital investments
  • acquisition financings
  • going-private transactions
  • management buyouts
  • other finance-related transactions, including innovative, first-in-kind transactions across the U.S. and in the UK

Recognized by Chambers USA, clients note that Steve has an “amazing ability to deconstruct an argument in a heartbeat and walk through negotiation issues point by point” with one client praising “we know we are being protected and we’re getting what’s fair.” Steve has had extensive experience in intercreditor and interlender issues, secured creditor and bankruptcy rights, debt restructurings, and private equity investments. In the past 20 years, he has closed finance transactions with an aggregate value of approximately $75 billion.

Steve actively represents over 50 clients in transactions that have ranged from $5 million to $1 billion.

Steve also has extensive capital markets experience, including the representation of issuers and underwriters in offerings of high-yield securities, debentures, medium-term notes, preferred stock, common stock and other structured securities.

Memberships

Association for Corporate Growth

Turnaround Management Association

Awards & Recognition

Chambers USA: Massachusetts: Banking & Finance 2007-2016 (Band Two)

The Legal 500 United States: Finance: Bank Lending (National) 2009-2016

Massachusetts Super Lawyers 2009-2011

Massachusetts Super Lawyers Rising Star 2005-2007

Related Practices

Private Credit

Business Solutions, Governance, Restructuring & Bankruptcy

Distressed Debt

Finance

Education

Boston University School of Law, J.D., 1996
magna cum laude
 
Editor, Boston University Law Review

Boston University, M.B.A., 1996
With Highest Honors

Northeastern University, B.S., 1993
summa cum laude

Admissions & Qualifications

Massachusetts

New York


Carolyn Alford is the Practice Group Leader for the Finance Practice Group at King & Spalding, where her practice focuses on representing lenders, investors and borrowers in debt financings, including syndicated credit facilities on both a leveraged and investment grade basis; private placements; acquisition financings; cash flow and asset-backed financings; asset-based lending; mezzanine financings; and project financings. Ms. Alford has specific industry expertise in energy, healthcare/pharma and media/communications.

Ms. Alford earned her bachelor’s degree in mathematics from Duke University in 1989, graduating magna cum laude, and as a member of Phi Beta Kappa. She obtained her law degree, cum laude, from the Harvard Law School where she served as an editor of Harvard Journal on Legislation.

Ms. Alford is a Fellow of both the American College of Investment Counsel and the American College of Commercial Finance Lawyers. She currently serves as a Trustee of the American College of Investment Counsel. She is a member of the Atlanta Bar Association, the State Bar of Georgia and the Women’s Finance Exchange. She served on the Revised Article 9 Committee for the State Bar of Georgia and is a past chair of the Legal Opinion Committee of the Business Law Section of the State Bar of Georgia.

The American Lawyer named Carolyn Alford as one of the 45 best women lawyers under 45 in their January 2011 issue. In January 2012, Chambers named Carolyn Alford to the short list for the Woman Finance Lawyer of the Year. Chambers USA, Best Lawyers in America, LawDragon and SuperLawyers - Corporate Counsel Edition have all recognized her as a leading lawyer in her practice area.


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.