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Leveraged Financing 2019


Speaker(s): Daniel C. Seale, Devasena Vallabhaneni, Edwin E. Smith, Jason Kyrwood, Jay J. Kim, Jeffrey E. Ross, Jennifer B. Ezring, Jennifer L. Hobbs, Jeong M. Lee, Julian S.H. Chung, Katy Hedlund, Meredith Coffey, Patrick Linnemann, Robert Hetu, Roopesh Shah, Scott B. Selinger
Recorded on: May. 10, 2019
PLI Program #: 254156

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.


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.


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.


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 Ezring is a partner in the New York office of Cahill Gordon & Reindel LLP specializing in leveraged finance transactions.

Jenn’s practice focuses primarily on advising commercial and investment banks in leveraged finance and asset-based lending transactions, including acquisition financings, leveraged buyouts, going-private transactions, recapitalizations, project financings, bridge lending and loan commitments, out-of-court debt restructurings, and other secured lending transactions.

Jenn has practiced in a variety of industries, including communications, gaming, retail, energy, manufacturing, media, publishing and internet technology. She has a broad range of financing experience in both US and international transactions.

Jenn is a member of Cahill Gordon & Reindel LLP's Executive Committee and 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 the Jefferson Awards Foundation and has served on the Leadership Advisory Committee of the National Womens Law Center.

Jenn is a member of the State Bar of New York, the New York State Bar Association and the American Bar Association and has been recommended as a leading finance lawyer by Chambers USAIFLR1000 and The Legal 500.  She 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.

SELECTED MATTERS

  • Represented JPMorgan Chase, Merrill Lynch, Wells Fargo, PNC, ING Capital, Deutsche Bank, Citigroup, Goldman Sachs and Morgan Stanley, as arrangers in a $400 million cross-border asset-based credit facility in connection with the acquisition of ASCO Power by Platinum Equity.
  • Represented Bank of America, Citigroup, JPMorgan Chase, PNC and Wells Fargo as lead arrangers in connection with an $800,000,000 asset-based revolving credit facility for R.R. Donnelley & Sons Company.
  • Represented Jefferies Finance, Macquarie Capital and KKR Capital Markets as lead arrangers in connection with $1.08 billion in Term B, revolving, and delayed draw credit facilities for Mitchell International, Inc.
  • Represented Citibank as administrative agent, and the lead arrangers, in connection with the $500,000,000 asset-based credit facility for HD Supply Waterworks, Ltd, established as part of the acquisition of HD Supply’s Waterworks Division, the largest distributor of waterworks products in the U.S., by Clayton Dubilier & Rice.
  • Represented JPMorgan Chase, as administrative agent, and the lead arrangers in connection with a $600,000,000 revolving credit facility for E*TRADE Securities LLC
  • Represented Barclays in the $2.3 billion and €400 million credit facilities to finance the acquisition of DuPont Performance Coatings by The Carlyle Group.
  • Represented JPMorgan Chase, Morgan Stanley, Goldman Sachs, Deutsche Bank and KKR Capital Markets, as lead arrangers in connection with $2 billion in term and revolving financing for Ancestry.com, the world's largest online history resource.


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.


Jeong Lee is a partner in the New York office of Davis Polk’s Corporate Department, practicing in the Credit Group. She advises financial institutions and corporate clients on a variety of bank finance transactions, including leveraged and investment-grade acquisition financings, project financings and debt restructurings.  Recent transactions include representing the lead arrangers on financing for KKR’s acquisition of Envision Healthcare, financing for Wyndham Hotels & Resorts’ acquisition of the franchise and management business of La Quinta, financing for The J.M. Smucker Company’s acquisition of Ainsworth Pet Nutrition Parent, LLC and financing for Hilton Grand Vacations.  Jeong graduated from Columbia Law School in 2010 and Harvard University in 2006. 


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 recognized as a leading practitioner in bank lending by Legal 500. The American Lawyer has named her one of the top lawyers under the age of 45 and she has been recognized as an Alumni Honoree by the Cardozo Law School Black, Asian, Latino Law Students Association.

Ms. Chung is a member of the Firm’s Diversity 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 for the Commercial Observer’s “Financing Commercial Real Estate Forum” (2017). She has also co-authored a number of articles, including “Investment Grade Acquisition Financing Commitments” and “Unitranche Financing: UK vs. US Models” in ICLG’s Lending & Secured Finance (2018 and 2016 respectively).

Ms. Chung received her JD, cum laude, from Benjamin N. Cardozo School of Law in 1995 and her BA, from New York University in 1992. She is admitted to practice in New York.


Mr. Kyrwood is a partner in Davis Polk’s Corporate Department and co-head of the firm’s Banking & Finance Group. He regularly advises financial institutions, corporate borrowers and other alternative credit providers in large-cap syndicated loans, as well as middle market and direct lending transactions.

Advising on over $500 billion in 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, from Verizon’s $63 billion financing for Verizon Wireless, to Abbot’s $17 billion financing for its acquisition of St Jude 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 KKRs acquisition of Envision Health Care, $4.025 billion financing of Brand Energy & Infrastructure Services’ (a CD&R portfolio company) acquisition of Safway Group and the $4.5 billion financing for CC Capital’s acquisition of the Dun & Bradstreet Corporation. He also represents lenders in leveraged corporate transactions, including the $4.15 billion financing for the acquisition by United Natural Foods of Sueprvalu, 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, a "Rising Star" by New York Law Journal (2015) and Law360 (2011) and one of The M&A Advisor’s “40 Under 40” (2012).


Patrick Linnemann is a Managing Director of Owl Rock Capital Partners and serves as Head of Capital Markets for Owl Rock Capital Advisors. Prior to joining Owl Rock in 2016, Mr. Linnemann was a Vice President at Angel Island Capital, the credit investment platform of Golden Gate Capital, from 2015 to 2016, where he focused on sourcing and evaluating credit investments. Prior to that, Mr. Linnemann was a Vice President in the Leverage Finance Capital Markets Group at Goldman Sachs & Co. in New York from 2006 to 2015. Mr. Linnemann received a B.A. in Economics from the University of Pennsylvania.


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.


Roopesh Shah is a Senior Managing Director of Evercore’s Restructuring and Debt Advisory Group. He joined Evercore in 2017.

Mr. Shah has worked on numerous restructuring assignments, advising companies, creditors, and other parties on refinancings, exchange offers, consent solicitations, amendments, out-of-court restructurings, Chapter 11 bankruptcy reorganizations, distressed mergers and acquisitions, Section 363 asset sales and cross-border restructuring issues. Mr. Shah has also been involved in numerous DIP and exit financings for companies in Chapter 11 and several “rescue” financings for distressed clients. Selected client engagements include work for Alcatel-Lucent, Arcapita, Associated Materials, ATU, California Resources, Catalina Marketing, Chesapeake Energy, Chicago Bridge & Iron, Claire’s Stores, Cobalt International Energy, Comverse Technologies, Edcon, Frontier Communications, hibu, Imtech, Isola, Keystone Automotive, MACH Gen, Movie Gallery, Norske Skog, Pfleiderer, Sea Island, Select Staffing, Selecta, Sequana, Spectrum Brands, Syncreon, Targus, Toys “R” Us, Tronox, Vanguard Resources, Wastequip, Windstream, Zekelman Industries, and The Yellowstone Club.

Prior to joining Evercore, Mr. Shah was the Global Head of Goldman Sachs’ Restructuring Finance and Advisory Group, where he had worked since 2006. Prior to Goldman Mr. Shah was a Director in the Restructuring Group of Miller Buckfire & Co. and a Vice President in the Mergers & Acquisitions Group of Wasserstein Perella & Co.

Mr. Shah received a B.S. in Economics from the Wharton School of the University of Pennsylvania, with concentrations in finance, marketing and information technology.


Scott Selinger is a corporate partner based in Debevoise & Plimpton’s New York office. Mr. Selinger is a member of the firm’s Finance Group and Private Equity Group, and focuses his practice on complex acquisition and leveraged finance transactions.

Mr. Selinger has extensive experience in syndicated bank loan and high-yield bond transactions. He regularly advises the firm’s private equity and corporate clients in connection with the financing of acquisitions, investments and restructurings, including the $5 billion merger of Brand Energy and Infrastructure Services and Safway Group by Clayton, Dubilier & Rice and Brand Energy, the $2.5 billion acquisition of HD Supply’s Waterworks Division by Clayton, Dubilier & Rice, the $2.73 billion acquisition of Local TV Holdings by Tribune Company, the $1.835 billion acquisition of Fidelity & Guaranty Life by The CF Corporation and The Blackstone Group, and the $3.2 billion acquisition of Emergency Medical Services Corporation by Clayton, Dubilier & Rice.

Mr. Selinger is recognized as a leading lawyer by Chambers Global 2018 and Chambers USA 2018, where clients report that he is “extremely knowledgeable in the subject matter and offers recommendations based upon market activity.” He is also recommended by IFLR 1000 2018 and The Legal 500 US 2018, where clients have noted that “he demonstrates depth beyond his age.”

Mr. Selinger joined the firm in 2010. Prior to joining the firm, Mr. Selinger was an associate at a New York-based international law firm where he represented financing sources in numerous transactions, including the leveraged buyouts of TXU, First Data and U.S. Foodservice and the acquisition of Procter and Gamble’s prescription drug business by Warner Chilcott.

Mr. Selinger graduated cum laude from Brooklyn Law School in 2006. While at Brooklyn Law School, he was a member of the Journal of Law and Policy and served on the planning board for the Brooklyn Journal of Corporate, Financial & Commercial Law. Mr. Selinger is currently a member of the Brooklyn Law School Alumni Association’s Board of Trustees and has previously served as a Recent Graduate Trustee on the Brooklyn Law School’s Board of Trustees. He received a B.A. from Brandeis University in 2003.

Mr. Selinger is a member of the Bar of the State of New York.


Dev is a Senior Vice President with Antares Capital. She is responsible for structuring, underwriting, documenting and managing transactions including many in the healthcare, software and financial service industries.

Dev joined Antares in 2004 and has held roles in the workout and unitranche structuring groups. Prior to joining Antares, Dev was an Associate in the workout and restructuring group of Societe Generale.

Dev has a bachelor’s degree in economics with a minor in computer science from Johns Hopkins University.

Apart from deals, Dev is an active member of Antares’ women’s network and also actively participates in industry mentoring activities.


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.