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Leveraged Financing 2015


Speaker(s): Angela L. Fontana, Ann Makich, Brian Tramontozzi, Byung W. Choi, David A. Brittenham, Edwin E. Smith, Elliot Ganz, Jeanine P. McGuinness, Jeffrey E. Ross, Jennifer L. Hobbs, Kirk A. Davenport, II, Patrick J. Ryan, Peter C. Kostant
Recorded on: May. 6, 2015
PLI Program #: 58944

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.


Brian Tramontozzi
Managing Director, High Yield Capital Markets

Brian Tramontozzi is a Managing Director in High Yield Capital Markets and Head of HY Liability Management. Mr. Tramontozzi has completed well over 500 transactions in his 17+ year career in Leveraged Finance. He graduated from Georgetown University in 1994 with degrees in Finance and Management. That summer, he joined Chemical Securities Inc. in the High Yield Finance group as an analyst at a time when the group was only in its first full year of existence. In 1997, he moved to High Yield Capital Market with primary sector responsibility for Chemicals, Forest Products, Manufacturing, Oil & Gas, Consumer Products as well as completing numerous Leveraged Buyouts.

With the economic downturn in 2008, he moved to the Restructuring Group, where he worked on a number of exit financings, distressed amendments, workouts and DIP loans. In 2010, he returned to High Yield Capital Markets covering Oil & Gas, Forest Products, Chemicals, Power, Real Estate, Retail, Consumer Products as well as became JPMorgan's Head of HY Liability Management. He is an avid outdoorsman and a certified NYS interior firefighter and is and active member in the Bedford, New York volunteer fire department.


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.


Elliot Ganz is Executive Vice President and General Counsel of the LSTA.  In that capacity he manages all aspects of the LSTA’s legal affairs and co-heads its Regulatory Policy and Advocacy Committee. 

Mr. Ganz began his long association with loan trading and securitization at Citibank, N.A., where, from 1986 through 1991, he supervised the commercial and real estate Loan Syndications and Trading units of the Investment Bank.  He also supervised the securitization and the par and distressed loan trading businesses at ING Barings Securities from 1991 through 1996, and the entire U.S. loan and securitization platforms at Canadian Imperial Bank of Commerce from 1996 until he joined the LSTA, in May 2005.

Mr. Ganz began his legal career in 1980 as an associate at the law firm of Lord Day & Lord where he focused on film and media finance and moved to Chase Manhattan Bank in 1983 where he concentrated on secured lending.

Mr. Ganz received his J.D. in 1980 from the New York University School of Law where he served as Research Editor of the Annual Survey of American Law.

Mr. Ganz was the first chairman of the Legal Advisory Committee of the LSTA and has served as a member of its board of directors.  He served as a member of the Steering Committee of the Joint Market Practices Forum on Credit Derivatives that produced the “Statement of Principles and Recommendations Regarding the Handling of Material Nonpublic Information by Credit Market Participants” and was the principal draftsman of the LSTA’s “Statement of Principles for the Use, Communication and Distribution of Confidential Information in the Loan Market.”  Mr. Ganz was elected as a Fellow of the American College of Commercial Finance Lawyers in April 2011, was admitted to the U.S. Supreme Court bar in April 2012 and was recently appointed a member of the Advisory Committee on Financing Chapter 11 by the American Bankruptcy Institute Commission to Study the Reform of Chapter 11.


Jeanine P. McGuinness is counsel in Davis Polk’s Financial Institutions Group and the economic sanctions and national security practice. She practices in the firm’s Washington DC office, where she concentrates in U.S. trade and investment laws applicable to cross-border transactions, focusing on U.S. economic sanctions, anti-money laundering laws, anti-boycott laws, the Foreign Corrupt Practices Act (FCPA) and transaction reviews by U.S. national security agencies, including the Committee on Foreign Investment in the United States (CFIUS). Her clients include major U.S. and foreign financial institutions, and pharmaceutical, technology, telecommunications, energy and natural resources companies.


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."


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.


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.


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.