Overview
The Banking Group at Skadden represents a wide variety of clients around the globe in cutting-edge financing transactions. Our international platform, with offices in the major financial centers on four continents, allows us to advise across a broad spectrum of legal systems to the world’s largest corporations, as well as the world’s leading investment banks, commercial banks, private equity sponsors, hedge funds and other financing sources. We provide our clients sophisticated advice through a combination of experience, an in-depth understanding of the global financial markets and a market-leading ability to navigate differences in local law that can have significant impacts on financing transactions. We are frequently recognized for our work, including being named Team of the Year by The American Lawyer and Legal Week at the 2017 Transatlantic Legal Awards, and the 2016 U.S. News – Best Lawyers “Law Firm of the Year” for Banking & Finance Law.
Our banking attorneys work seamlessly with our mergers and acquisitions, private equity, corporate restructuring, capital markets and structured finance practices to provide the highest quality advice to our clients in all types of financing transactions. Our clients include a wide range of investment grade issuers, highly leveraged issuers, cross-over issuers, distressed issuers, public companies, private companies, and private equity clients and their portfolio companies across a wide range of industries.
In addition to representing borrowers and issuers in sophisticated financing transactions, we also regularly represent financing sources. Our clients include some of the world’s largest commercial banks; investment banks; private equity funds; hedge funds; insurance companies; finance companies; investment and merchant banking firms; private investment funds and other institutional lenders, investors and financing sources.
Skadden banking attorneys advise on all types of financing transactions on a global basis, including:
- acquisition financings (leveraged and investment grade);
- bridge financings (leveraged and investment grade);
- first and second lien loan facilities;
- leveraged recapitalizations;
- asset-based financings;
- mezzanine financings;
- workouts, restructurings, debtor-in-possession and exit financings;
- project financings and “alternative” financings;
- investment grade financings;
- REIT financings; and
- real estate financings.
Additionally, we have advised on all aspects of personal property law, with special emphasis on issues that arise under Article 9 (secured transactions) and Article 8 (investment securities) of the Uniform Commercial Code.
Experience
Our experience spans a wide range of industries and geographies. Time and again we find that our integrated “one firm” approach, where the client’s business objectives are tantamount and internal jurisdictional or office boundaries do not come into play, provides notable benefits for the client, particularly on cross-border and complex transactions in relation to novel and challenging circumstances. The group has been recognized for its innovative approach to numerous transactions, many of which are the largest or first of their kind. Our notable recent highlights include:
- AbbVie Inc. as banking counsel in its $54 billion proposed, but terminated, acquisition of Shire plc (Ireland).
- AGRAVIS Raffeisen AG in connection with its: issuance of €100 million of promissory notes, €100 million trade receivables securitization and €600 million syndicated working capital facilities agreement.
- Ball Corporation in connection with a $3.0 billion multi-currency revolving credit facility and £3.3 billion “certain funds” bridge facility to finance its proposed $8.4 billion acquisition of Rexam PLC.
- Bank of America in a $1.8 billion secured term loan facility and represented Morgan Stanley in a $200 million revolving credit facility, each for Novelis Inc, a producer of aluminum products for the packaging and industrial product markets.
- Becton, Dickenson and Company, a medical technology company that manufactures medical supplies, devices, laboratory equipment and diagnostic products, in connection with a $9 billion bridge loan facility and $1 billion term loan facility related to its $12.2 billion acquisition of CareFusion Corp.
- Centene Corp. in its $6.8 billion acquisition of Health Net, Inc., including with respect to the $3.67 billion of bridge and bank financing.
- Coty Inc. in the $8.5 billion senior secured bank financing related to its merger with the fine fragrance, color cosmetics and hair color businesses of The Procter & Gamble Company in a tax-free Reverse Morris Trust transaction. The transaction involves an innovative “split” financing structure that was developed by the Skadden banking team to accommodate the tax requirements of the deal.
- Credit Suisse:
- in a $2 billion secured credit facility for Advent portfolio company WideOpenWest, which is a cable systems operator;
- as lead arranger in connection with a $1.050 billion revolving and term loan credit facility for Regal Cinemas;
- as lead arranger in connection with a $295 million first lien term loan financing and $85 million second lien financing in connection with Leonard Green’s combination of Motorsports Aftermarket Group with Tucker Rocky; and
- as administrative agent in the amendment and restatement of AmWINS Group LLC’s first lien credit facility, which included term loans in an original aggregate principal amount of $890 million and revolving commitments of $75 million, together with new commitments for a $90 million delayed-draw first lien term loan; and as administrative agent in AmWINS Group’s new second lien term loan facility, including the incurrence of a new $250 million second lien term loan.
- Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc. as joint lead arrangers and joint bookrunners of a debt refinancing transaction for Travelport Limited. Travelport secured a new $2.475 billion senior secured credit facility comprised of a single tranche of term loans of $2.375 billion and a revolving credit facility of $100 million, and a $425 million senior unsecured bridge loan facility.
- Endo International plc (Ireland) in its $8.1 billion acquisition of Par Pharmaceutical Holdings, Inc. Skadden also represented Endo in the related acquisition financing, which included a $2.8 billion term loan facility, $1 billion bridge facility, $2.3 billion offering of ordinary shares, and a $1.64 billion Rule 144A/Regulation S high-yield offering of 6% senior notes due 2023.
- Focus Media in the $1.4 billion refinancing of its senior debt and standby letter of credit-backed facilities.
- Frontier Communications Corporation in financing its $10.5 billion acquisition of the wireline operations in California, Florida and Texas of Verizon Communications Inc.
- J.C. Penney Company, Inc. and its wholly owned subsidiary J. C. Penney Corporation, Inc. in connection with its new five-year $2.35 billion asset-based senior secured credit facility.
- J.P. Morgan as arranger of the financing of Deutsche Annington Immobilien SE’s €3.9 billion unsolicited public takeover bid for all of the outstanding shares in GAGFAH S.A., the largest German takeover financing in 2014.
- Joh. A. Benckiser GmbH (Germany) as controlling shareholder of D.E. Master Blenders 1753 N.V. (the Netherlands) in its reported $11 billion U.S. dollar-equivalent Euro leveraged financing. This was Europe’s largest post-credit crisis leveraged loan transaction and was named “Loan Deal of the Year” at the 2015 IFLR European Awards.
- Merck KGaA (Germany) in connection with its $15.6 billion dual currencies term loan facilities, to fund its $17 billion acquisition of Sigma-Aldrich Corporation, a chemical company for the life science industry.
- Morgan Stanley:
- as joint lead arranger of a dividend recapitalization financing for The Telx Group, Inc., which consisted of $745 million of first-lien and second-lien credit facilities; and
- as lender of $300 million of senior secured credit facilities to AVG Technologies N.V. (The Netherlands).
- Outokumpu (Finland) in the provision of a new secured liquidity facility and the coordinated restructuring and refinancing of four syndicated and 12 bilateral loans in connection with the sale of Acciai Speciali Terni (Italy) and VDM (Germany) to ThyssenKrupp (Germany).
- Pfizer Inc. in the financing aspects of its proposed $115 billion acquisition of AstraZeneca PLC (United Kingdom) through a newly formed U.K. holding company. The transaction would have been the largest-ever U.S. acquisition of an English company.
- Providence Service Corporation in connection with the $550 million financing for the acquisition of CCHN Group Holdings, Inc. (Matrix Group), a portfolio company of Welsh, Carson, Anderson & Stowe XI, L.P. and a provider of in-home health assessment and care management services.
- Select Income REIT in financing its $3 billion acquisition of Cole Corporate Income Trust, Inc.
- TPG Capital, L.P., a private equity firm, in the financing for its $1.5 billion acquisition of The Warranty Group, Inc., a provider of insurance services.
- Valeant Pharmaceuticals International, Inc. (Canada) with the financing aspects of its $15.8 billion acquisition of Salix Pharmaceuticals Ltd.
- XL Group plc (Ireland) in financing its pending $4.2 billion recommended cash-and-stock acquisition of Catlin Group Limited (Bermuda).