Alan J. Fishman

Capital Markets and Finance

In capital markets and finance, Alan has advised on many public and private offerings or distributions of equity and debt securities by U.S. and non-U.S. issuers, including IPOs, spin-offs, liability management transactions and other securities issued in connection with acquisitions and joint ventures. Representative transactions include:

• AB InBev, and its subsidiary Budweiser Brewing Company APAC Limited (Bud APAC), on its $5.75 billion initial public offering and listing of a minority stake of Bud APAC’s shares on the Hong Kong Stock Exchange
• Alibaba on the financing aspects of its acquisition of Lazada S.A. in Southeast Asia
• American Energy Partners on the financing aspects of its acquisitions of oil and gas assets in the Permian Basin and Utica Shale
• A lender to Aston Martin in connection with an investment in its unregistered notes

• AT&T on the capital markets aspects of its distribution and combination of WarnerMedia with Discovery to create Warner Bros. Discovery, a premier standalone global entertainment company, including on the offering of $30 billion senior unsecured notes under Rule 144A/Regulation S and a related debt-for-debt exchange
• AT&T on the financing aspects of its acquisition of Iusacell S.A. in Mexico
• Bayer AG on the financing aspects of the sale of the technology and assets associated with its glufosinate ammonium business, as well as its canola, cotton and soybean seed assets, for approximately $7 billion
• Better in its $6.9 billion business combination with Aurora Acquisition Corp and the underwriters in its convertible debt offering
• Canadian Pacific Railway (now Canadian Pacific Kansas City) on the financing aspects of its acquisition of Kansas City Southern, including the $8.6 billion debt commitment, $6.7 billion SEC-registered bond offering, $3.2 billion U.S. registered exchange offer for legacy debt of Kansas City Southern and other financing matters and $1.2 billion SEC-registered bond offering
• The underwriters and dealer managers for certain sovereign issuers, including the Federative Republic of Brazil, the Republic of Colombia, the Republic of Panama and the United Mexican States
• Concordia Healthcare Corp. in its acquisition financing of certain products from Covis Pharma S.à.r.l. and Covis Injectables S.à.r.l. for $1.2 billion in cash, and certain subsequent financings
• DraftKings in ongoing capital markets, finance and disclosure matters, including its $500 million revolving credit facility and $600 million term loan facility
• Douglas Elliman Inc. in its spin-off from Vector Group Ltd. and listing on the New York Stock Exchange and subsequent private placement of convertible debt
• Elis S.A. in respect of Novalis S.A.S.’s €800 million high-yield senior note offering
• Global Knowledge Training on certain financing aspects of its sale to Churchill Capital Corp II, a special purpose acquisition company, from Rhône Capital
• Jacobs Solutions Inc. on capital markets aspects of the spin-off of its Critical Missions Solutions (CMS) business and merger with Amentum Holdings, followed by an equity-for-debt exchange and registered offering
• Kering S.A. on the financing aspects of its divestment of its Volcom brand and operations to Authentic Brands Group
• Koninklijke Philips N.V. on the financing aspects of its sale of a majority interest (80.1%) in its Lumileds lighting business (terminated)
• Certain tax and cash equity investors in development and purchase of renewable power assets, including lenders to Million Solar Homes Leasing, a distributed solar project in Tanzania
• The Related Companies in its real estate advisory engagement with CareMax
• The underwriters of Tele Columbus’s high yield bond transactions
• Telia Company on its €427 million placement of shares in Turkcell IIetsim Hizmetleri AS
• Telia Company on its sale of common shares of Spotify Technology
• Tengizchevroil in its 2020 $1.25 billion unregistered senior secured bond offering in the international markets alongside private loans that mirror the terms of these bonds
• Vector Group Ltd. in capital markets and disclosure matters, and its $2.4 billion (equity value) acquisition by JT Group

Restructuring and Special Situations

In restructuring and special situations, Alan has advised on numerous multi-jurisdictional creditor and debtor matters, including the following representative transactions:

• The RCF Lenders, and Barclays Bank PLC as lender and sole bookrunner to Cineworld Group plc during its restructuring which involved a $450 million priority senior secured rescue facility and a second-out elevated term loan
• Royal Bank of Scotland plc, HSH Nordbank AG, Piraeus Bank SA and Aegean Baltic Bank SA on the consensual restructuring of Danaos Corporation, consisting of an amendment and extension of all Danaos’ loan agreements, together with a partial equitization of Danaos’ $2.2 billion secured term loans and subsequently NatWest Group on the disposal of its shareholding in Danaos Corporation in an off-market privately negotiated share sale to Danaos
• The lenders to GulfMark Americas, in respect of its debt restructuring
• Pacific Drilling on its refinancing and restructuring

Investment Advisers and Funds

• A US investment fund in connection with establishment of an offshore permanent capital vehicle
• A European investment holding company in connection with establishment of its post-Brexit UK/EU fund management complex and numerous LP subscriptions in investment funds
• Misland Capital Limited on its purchase of a minority equity interest in EagleTree Capital, LP

Mergers and Acquisitions

• Cementos Argos in connection with its U.S. operations, Argos North America Corp.’s $3.2 billion combination with Summit Materials
• DraftKings on certain securities aspects of its $1.6 billion acquisition of Golden Nugget Online Gaming and its $750 million cash and stock acquisition of Jackpocket Inc. and on ongoing capital markets and disclosure matters
• Elis S.A. in its cross-border acquisition of Berendsen plc
• Goldman Sachs Merchant Banking Division and Rhône Capital in the recapitalization of Neovia Logistics Holdings Limited
• Rhône Capital in the acquisition, holding structure maintenance and sale of Ranpak Corp., and subsequent sale to OneMadison Corp., a special purpose acquisition company
• Telia Company, the predominant Swedish telecommunications company, on:
  • the sale of its mobile telecommunications businesses in Azerbaijan (Azecell), Georgia (Geocell), Kazakhstan (Kcell) and Moldova (Moldcell), and the termination of its joint venture with Turkcell IIetsim Hizmetleri AS related thereto, for approximately $900 million; and
  • the sale of its 47% interest in Turkcell IIetsim Hizmetleri AS to the Turkey Wealth Fund for approximately $530 million
• Vector Group in its $2.4 billion (equity value) acquisition by JT Group