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Leveraged Financing 2021


Speaker(s): Daniel C. Seale, David Tarr, Edwin E. Smith, Jason Kyrwood, Jay J. Kim, Jeffrey E. Ross, Jennifer B. Ezring, Jennifer L. Hobbs, Katy Hedlund, Kenneth J. Steinberg, Meredith Coffey, Nicholas Palumbo, Peter C. Kostant, Ramya S. Tiller
Recorded on: May. 4, 2021
PLI Program #: 307120

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.


David Tarr is a partner in the Corporate Department of Paul, Weiss, Rifkind, Wharton & Garrison LLP. As a member of the Finance Group, David focuses on finance transactions, with an emphasis on leveraged and acquisition finance. He regularly represents corporate borrowers, private equity sponsors and lenders in a variety of secured and unsecured transactions. 

David’s financing experience has included acquisitions and recapitalizations for a variety of private equity sponsors including Insight Partners, The Sterling Group, Platinum Equity, FFL Partners, Centerbridge Partners, ABRY Partners, Bain Capital, The Carlyle Group, CIP Capital, Compass Partners, Gainline Capital, Seaport Capital and Warburg Pincus. His public and private company leveraged experience has included financing transactions on behalf of Alcatel-Lucent, CenturyLink, Franchise Group, HealthEquity, Inc., Hudson’s Bay Company and Interpublic Group. David also has experience advising clients in restructuring matters, including certain bondholders in the out-of-court restructuring of Liberty Tire Recycling, Texas Competitive Electric Company LLC and its subsidiaries in a debtor-in-possession financing and additional restructuring representations for lenders including Blackstone Credit, Macquarie and Wafra Investment Advisory Group.

David, described by clients as “absolutely terrific,” is recognized as an “Up and Coming” leader by Chambers USA in Banking & Finance and is recommended for his work in commercial lending by The Legal 500.


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

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

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

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

 


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

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

Select representative transactions include:

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

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

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

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

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

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

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

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

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

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


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

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

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


Jennifer Hobbs is a Partner in the Corporate Department and a member of the Executive Committee at Simpson Thacher.  Jennifer focuses on acquisition finance and advises on a broad range of financings for many of the Firm’s leading private equity and corporate clients. Her primary clients have included Silver Lake Partners, BC Partners, EQT Partners and the private equity group at Goldman Sachs, together with their portfolio companies. Over the years, she has also represented corporate clients Mars, Incorporated, Dell, Inc., Symantec Corporation, Accenture, Aramark Corporation and Broadcom Limited.  

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

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

Jennifer’s accolades include:

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

Jennifer received her J.D. from New York University in 1997, where she was a member of the NYU Law Review. She received her Masters of International Affairs from Columbia University School of International & Public Affairs in 1992 and her B.A., with high honors, from the University of Texas in 1989, where she was elected to Phi Beta Kappa.


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

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

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

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


Mr. Steinberg, a trusted adviser to a host of preeminent bank clients, is a partner in Davis Polk’s Finance Group, where he has been practicing for the past 15 years. His practice is focused on representing financial institutions as arrangers and lenders on a full range of lending transactions, including leveraged acquisition financings and refinancings, and asset-based financings. He also has substantial experience in restructuring-related and other distressed financings, including debtor-in-possession and bankruptcy exit financings, out-of-court rescue financings and workout amendments, representing both administrative agents, arrangers and financing providers.

Mr. Steinberg’s recent LBO and acquisition financings include representing the arrangers on $2.15 billion of term and asset-based revolving credit facilities for US LBM, $1.325 billion of term and revolving credit facilities for PCI Pharma Services, and $400 million of financing for Cott Corporation’s acquisition of Primo Water Corporation, as well as other loan transactions for sponsored companies, including a $250 million incremental term loan facility for Option Care and $941 million of senior secured credit facilities for CityMD. He also recently represented the arrangers in marquee debtor-in-possession and exit financings, such as Frontier Communications’ DIP-to-exit term loan and first lien notes and Windstream Communications’ $1.25 billion of exit credit facilities. In the past, he has worked on DIP financings for companies including Toys “R” Us, Avaya, iHeart Communications, Peabody Energy and Eastman Kodak. 

A frequent author on leveraged financing and restructuring matters, Mr. Steinberg is recognized as a leading banking & finance lawyer in Chambers USA, Legal 500 US and IFLR1000, which note that his clients praise him for being a “very strong” practitioner who is “really smart and easy to work with.”


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

Mr. Ross publishes frequently on legal matters related to finance topics, including “What’s Market: 2020 Mid-Year Trends in Large Cap and Middle Market Loans,” Practical Law (July, 2020); “Alternative Leveraged Lending Structures And Limitations,” Law360 (June, 2015); “SunGard 2.0,” The M&A Lawyer (2014); “Del Monte: Staple Remover?,” The Deal Pipeline (2012); and “Some Pitfalls In Financing Carve-Outs,” The Deal (2012). He is also a contributing author to the annual Health Care Mergers and Acquisitions Answer Book (Practising Law Institute, 2019) and a former editor of the Debevoise & Plimpton Private Equity Report. Mr. Ross is a guest lecturer on leveraged finance in a course entitled Private Equity Playbook at Cornell Law School and is co-chair for PLI’s Leveraged Financing and Private Equity Acquisition Financing Summit programs.

Mr. Ross joined the firm in 2005 and became a partner in 2010. He received a J.D. cum laude from Cornell Law School in 1999, an M.A., first class honors, in International Relations from University of Melbourne, Australia in 1997 and a B.A. from Columbia University in 1995.


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


Mr. Palumbo is a partner in Davis Polk's Finance Group in New York. He has extensive experience in structuring and negotiating direct lending and private credit transactions, including senior stretch and unitranche facilities, secured and unsecured syndicated loans, second lien and recurring revenue transactions, asset-based credit facilities, subscription line credit facilities, subordinated loans and mezzanine financings.


Ramya S. Tiller is a corporate partner based in the New York office. Ms. Tiller is in the Finance Group, and has experience in a broad range of financing transactions, including complex acquisition and leveraged finance transactions, such as the $5.385 billion financings related to the separation by spinoff of the Herc Rentals equipment business from Hertz and the financing aspects of Discovery’s $14.6 billion acquisition of Scripps Networks Interactive, fund finance transactions and other alternative capital transactions.

Ms. Tiller is ranked as a Next Generation Partner in Commercial Lending by The Legal 500 US (2020), where she has been described as an “ultimate professional,” and “highly rated.” She is also recognized as a Notable Practitioner in Banking by IFLR1000 (2020).Ms.Tiller is a frequent speaker on finance-related topics for the Practising Law Institute. Ms. Tiller joined Debevoise in 2007. She holds a B.A. LLB (Hons.) from the National Law School of India University in Bangalore, where she graduated third in her class in 2002. She received an LL.M. (Corporate Law) from New York University in 2005, where she was a Hauser scholar. Ms. Tiller is fluent in German.

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


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.


Peter C. Kostant is a Visiting Professor at New York Law School, an Adjunct Professor at Fordham University School of Law and Brooklyn Law Schools. He is a graduate of Yale College and Fordham Law School and holds a Master's Degree in Chinese Studies from Washington University in St. Louis.  He practiced law with several firms including Dewey Ballantine and Holtzmann, Wise and Shepard.  He is the author of Practical Applications of the Law: Business Organizations, published by Little, Brown & Company and numerous scholarly articles.