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Leveraged Financing 2016


Speaker(s): Angela L. Fontana, Ann Makich, Anthony J. McMahon, Byung W. Choi, David A. Brittenham, Edwin E. Smith, Jeffrey E. Ross, Jennifer L. Hobbs, Justin Smith, Kirk A. Davenport, II, Lisa M. Schweitzer, Patrick J. Ryan, Samantha B. Good
Recorded on: May. 4, 2016
PLI Program #: 150399

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.


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.


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 the chair of the Permanent Editorial Board for the Uniform Commercial Code.  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 recently 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.


Jeffrey Ross is co-chair of the firm’s Finance Group and a member of its Private Equity Group.

His practice focuses on complex acquisition and leveraged financings, such as the $15 billion merger of Envision Healthcare with AMSURG, the $14.6 billion acquisition of Scripps Networks Interactive by Discovery Communications, the $5.9 billion acquisition of King Digital by Activision Blizzard, the $5.5 billion merger of Ply Gem, a Clayton, Dubilier & Rice portfolio company, with NCI Building Systems and the $4.1 billion acquisition of Kindred Healthcare by TPG Capital and Welsh, Carson, Anderson & Stowe. Mr. Ross is ranked as a leading lawyer for Banking and Finance by Chambers Global 2018 and Chambers USA 2018, which reports that he “goes above and beyond,” “does a phenomenal job,” and “has an incredible grasp of where the market is.” Clients note that he is “a strategic asset in making deals happen. His style, tact and approach to the business [are] fabulous.” Mr. Ross is recommended by The Legal 500 US 2018, where clients are said to “have a high degree of trust” in him, citing him as “exceptional on both the financing and the M&A front,” “great at knowing what terms client[s] want” and an “excellent leveraged finance lawyer.” He has been identified as a “rising star” in private equity by Law360 (2012). Mr. Ross is also recognized as a Notable Practitioner in banking and capital markets by IFLR1000 2018.

Mr. Ross publishes frequently on legal matters related to finance topics, including “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, 2016) 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 has been a speaker for PLI’s Leveraged Financing program since 2013.

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.


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.


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."


Lisa M. Schweitzer’s practice focuses on financial restructuring, bankruptcy, insolvency and commercial litigation. She has extensive experience advising corporate debtors, individual creditors and strategic investors in both U.S. Chapter 11 proceedings and restructurings in other jurisdictions in North America, Europe and Asia.

Lisa has served as lead counsel in various bankruptcy cases including as counsel to Nortel Networks Inc. and affiliates in their U.S. Chapter 11 proceedings, and represented Nortel in asset sales raising over $7 billion dollars in sale proceeds, as well as a 21 day cross-border trial involving disputes with their affiliates. Lisa’s additional representations include Grupo Inbursa, a financial services company in Mexico and secured lender to multiple entities in the Mossi & Ghisolfi S.p.A. corporate group (M&G), in the M&G Chapter 11 cases; and a consortium of Singapore banks as major secured and unsecured creditors of Ezra Holdings Limited and its affiliates, a provider of integrated offshore solutions for the oil and gas industry, in the company’s Chapter 11 bankruptcy proceedings. Lisa has also advised various financial institutions on the bankruptcy-related aspects of resolution and matters related to the preparation and implementation of their resolution plans.

Lisa has advised clients in some of the most high-profile bankruptcy matters in North America, and her work repeatedly has been recognized by the business and legal press, including Chambers Global, Chambers USA, The Legal 500 U.S., IFLR 1000: The Guide to the World's Leading Financial Law Firms, The International Who’s Who of Business Lawyers and The International Who’s Who of Insolvency & Restructuring Lawyers. Lisa was honored as a “Dealmaker of the Year” and as a “Dealmaker in the Spotlight” by The American Lawyer.

Lisa received a J.D. from New York University School of Law and a  B.A., magna cum laude, from the University of Pennsylvania.

Lisa joined the firm in 1996 and became a partner in 2006.


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.


Samantha Good is a corporate partner in Kirkland’s San Francisco office. Samantha concentrates her practice on debt financing transactions, including secured and unsecured financings, cross-border transactions, workouts, restructurings, DIP and exit financings. She represents corporate borrowers, private equity funds, creditor groups and hedge funds.

Samantha, has been recognized by Chambers USA: America’s Leading Lawyers for Business since 2011, in the area of Banking & Finance, remarking that “it feels good to have her on your side,” and in the 2013-2016 editions of U.S. News and World Report, Best Lawyers®, as a leading banking and finance lawyer. The 2015 edition of The Legal 500 U.S. also recognized Samantha in the area of Bank Lending, commenting that she “provides practical guidance and great results.” Prior to relocating to San Francisco, Samantha was repeatedly recognized in the Los Angeles Business Journal’s “Who’s Who in Law” as one of the top 10 corporate attorneys in Los Angeles.

Representative Matters

Leveraged Buyouts (Borrower)

  • Representation of Macquarie Infrastructure and Real Assets as the leader of a consortium of investors in connection with the financing commitment papers and negotiation of documents for the pending $4.7 billion acquisition of Cleco Corporation.
  • Representation of Golden Gate Capital in connection with acquisition financing transactions, portfolio company refinancings and add-on’s, including the $225 million offering of senior secured notes for Aruba Investments, the $505 million term loans for Aruba Investments, the first/second lien facilities for PetroChoice, the first/second lien facilities for Phillips Medisize, the $470 million offering of senior secured notes for Springs Window Fashions and related asset based loan facility and the $465 million dividend recapitalization facility for 4L Holdings.
  • Representation of management of Plum Healthcare in connection with the management buyout and $340 million senior secured acquisition credit facility arranged by GE Capital and $20 million mezzanine facility provided by Ventas.
  • Representation of Oaktree and GFI in connection with acquisition financing for Osmose, follow-on increases to such financing and a $420 million dividend recapitalization financing.
  • Representation of Gryphon Investors in connection with acquisition financing transactions, portfolio company refinancings and add-on’s, including for the acquisition of C.B. Fleet Laboratories, Flagstone Foods, Intelligrated and Delta Career Education Corporation.
  • Representation of Vector Capital in connection with acquisition financing transactions.

Restructurings

  • Representation of U.S. Silica in connection with its credit facilities.
  • Representation of Belmond Hotels in connection with its credit facilities.
  • Represented Kerzner in connection with its successful out-of-court restructuring of more than $4 billion of indebtedness. The multi-part reorganization, which was recognized as the Large Restructuring Deal of the Year at the 7th Annual M&A Advisor Turnaround Awards, included the restructuring of more than $2.5 billion of indebtedness in a commercial mortgage backed security structure.
  • Representation of Oaktree Capital in connection with the secured mezzanine financing for General Maritime Corporation, acquisition of GMC pursuant to a plan of reorganization, and negotiation of $773 million of credit facilities.
  • Representation of Longview Power, LLC and certain of its affiliates in connection with their Chapter 11 cases involving the restructuring of approximately $1 billion in funded debt, including a $325 million exit financing.
  • Representation of ad hoc group of first lien creditors in the prearranged Chapter 11 cases of Altegrity, Inc., involving the restructuring of approximately $1.8 billion in funded debt.
  • Representation of MD Investors in connection with its successful credit bid for substantially all of the assets of Metaldyne, and handling of the acquisition financing related thereto.
  • Representation of Sherwin Alumina Company, LLC in connection with its Chapter 11 case, including its DIP financing.
  • Representation of Conexant Systems, Inc. in connection with DIP financing facility provided to it by QP SFM Capital Holdings Ltd.
  • Representation of Oaktree and the other members of the ad hoc committee of bondholders in connection with the restructuring of Dayton Superior Corporation, and continued representation of DSC in connection with its ABL and term loan facilities.
  • Representation of Black Diamond, Solus Capital and other members of the ad hoc committee of bondholders in connection with the acquisition of Constar, Inc. pursuant to a plan of reorganization, and representation of Constar, Inc. in connection with the exit credit facilities.
  • Representation of bondholders in connection with restructuring of financing provided to The Thomas Jefferson School of Law.

Fund Financings

  • Representation of private equity funds and debt funds in connection with their fund financing lines, loan warehouse facilities and other leverage structures, including but not limited to: (a) $500 million fund abl loan facility arranged by Citibank and Wells Fargo, (b) $325 million loan warehouse facility agented by Bank of America, (c) $350 million loan warehouse facility agented by Wells Fargo, and (d) numerous fund financing facilities arranged by First Republic Bank.

Agent/Lender Representations

  • Representation of hedge funds in review, negotiation and documentation of loan facilities with a variety of structures, including (a) first-lien/second-lien, (b) senior/subordinated debt, (c) multiple layers of holdco debt with opco debt, (d) term b loans, and (e) multi-currency facilities with cross-collateralization.
  • Representation of agent in (a) syndicated multi-currency asset-based loan facilities to domestic and foreign borrowers, secured and guaranteed by domestic and foreign entities, (b) out-of-court restructurings and (c) enforcement of remedies.
  • Representation of hedge fund in mezzanine financing provided to multi-family home real estate developer.
  • Representation of hedge fund in bridge loan financing provided to sub-prime mortgage lender.

Education

University of California, Hastings College of the Law, J.D., 1997

  • magna cum laude
  • Order of the Coif
  • Communications and Entertainment Law Journal, Associate Editor

Pomona College, B.A., Economics, 1994

Admissions & Qualifications

1997, California

Memberships & Affiliations

  • Member, Western Center Board of Directors, Bay Area & Audit Committee
  • Trustee, The Berkeley School


Tony McMahon is an Executive Director, Leveraged Finance, at J.P. Morgan.  He has worked at J.P. Morgan since 2011 and focuses on structuring committed bridge to high yield bond and leveraged loan facilities in connection with acquisitions, as well as debt refinancings and restructurings.  Previously, Tony was an associate attorney at Simpson Thacher & Bartlett in the credit and M&A practices.  He has a J.D. from Columbia Law School and a B.A. from Wake Forest University.


Byung is co-head of the global finance practice group at Ropes & Gray LLP. He focuses his practice on leveraged finance transactions, including syndicated credit facilities, high yield bond offerings, asset-based financings and bridge facilities. He is widely praised for his command of market terms, extensive experience and ability to successfully execute the most difficult deals. Byung has deep experience representing private equity firms and their portfolio companies, debt investment funds and public companies. Byung’s clients include Bain Capital, Silver Lake Partners, Summit Partners and TPG Capital.

This year marks the third consecutive year that Byung has been featured as a panelist in Practising Law Institute’s Leveraged Financing program, speaking in 2014 and 2015 on the “Acquisition Finance Update” panel.

Byung has been ranked as a leading lawyer in IFLR1000 (2015), The Best Lawyers in America (2001-2016), Chambers USA: America’s Leading Lawyers for Business (2009-2015) and Legal 500 (2013-2015).

Byung received his BA, cum laude, from Williams College and his JD, summa cum laude, from Boston University School of Law. He is a member of the Massachusetts Bar.


Justin serves as the Managing Director of Xtract Research, an Acuris Company. He started with Xtract Research in 2008 and worked closely with the founders to build it into a leading covenant research firm. Before Xtract Research, he worked at Sidley Austin and Morgan Lewis representing borrowers and lenders in a wide range of financing transactions, including many leveraged buy-outs. Justin has participated on a number of panels and roundtable discussions, including the 2016 PLI Leveraged Financing program. He graduated from the University of Virginia and Washington and Lee University School of Law.