Credit & Leveraged Finance

Acquisition Finance

S&C has advised on a number of recent major acquisition financing transactions, both with respect to U.S. and non-U.S. targets. Selected representations include advising:

• Abertis (Spain) as borrower on the €5 billion leveraged financing for the acquisition of SANEF, French State toll road operator.
• Alibaba Group Holdings Limited (China), advising on the convertible loan financing of its acquisition of a controlling stake in Lazada.
• Anheuser-Busch InBev SA/NV (U.S./Belgium) in connection with the $14 billion financing for its $20.1 billion acquisition of the remaining stake in Grupo Modelo, S.A.B de C.V. that it did not already own.
• AT&T (U.S.) in its $40 billion bridge loan to finance its acquisition of Time Warner, and in numerous other finance matters.
• Bank of America (U.S.) and JPMorgan Chase Bank (U.S.), as lenders in up to $4.1 billion of bridge financing provided to Global Payments Inc. in connection with its merger with Total System Services, Inc.
• A syndicate of banks led by Bank of America (U.S.), Wells Fargo (U.S.) and PNC (U.S.) as lenders in a $1.279 billion senior secured credit agreement provided to ACI Worldwide, Inc. used, in part, to finance ACI’s acquisition of Speedpay, Inc.
• Bayer AG (Germany) in its $57 billion bridge loan to finance its $66 billion acquisition of Monsanto Company, named Loans Deal of the Year by IFLR Europe.
• Deutsche Bank (U.S.) as lender in $4.763 billion of bridge financing provided to VICI Properties Inc. to allow VICI to help finance the acquisition by Eldorado Resorts of Caesars Entertainment Corp.
• Fiserv (U.S.) in the $17 billion bridge facility and subsequent bank and bond refinancing of First Data Corporation’s debt in connection with the acquisition of First Data.
• Huallaga Holding Company (Hong Kong), a subsidiary of China Three Gorges, Hubei Energy Group, ACE Investment Fund and CNIC Corporation Limited, in an $850 million bridge loan to partially finance the acquisition of Empresa de Generación Huallaga from Odebrecht Energia del Perú and Odebrecht Energía, named Latin Lawyer’s “Banking and Finance Deal of the Year” 2019 and International Tax Review Americas Awards’ “Impact Deal of the Year” 2019.
• L3Harris Technologies, Inc. (U.S.) in a new $2 billion revolving credit facility in connection with the $35 billion merger of Harris Corporation with L3 Technologies.
• Seattle Genetics (U.S.) in a secured bridge loan facility in connection with its $614 million acquisition of Cascadian Therapeutics, Inc.
• Signify N.V. (Netherlands) in respect of financing matters in its $1.4 billion acquisition of Cooper Lighting Solutions.
• Spirit AeroSystems Inc. (U.S.), in its entry into a $1.26 billion senior unsecured second amended and restated credit agreement associated with its acquisition of Asco Industries, N.V.

Private Credit

S&C’s private credit practice delivers exceptional results for all types of private credit providers, including business development companies (BDCs), debt funds and pension funds. Selected clients for whom we have acted in this space include the following:

• Caisse de dépôt et placement du Québec
• Canyon Capital
• CDIB Capital International
• CPPIB Credit
• Crescent Capital
• Delaware Life
• Northwestern Mutual
• Oaktree Capital Management
• Owl Rock Capital

Private Equity Sponsors

S&C’s experience advising private equity sponsors is extensive and includes advising on the following selected transactions:

• Ares Management (U.S.) its $640 million acquisition financing for its strategic partnership with DuPage Medical Group
• Bumble Bee Foods (U.S.), a portfolio company of Lion Capital, in connection with its $850 million debt refinancing, involving obtaining a new $650 million senior secured term loan and amending and restating its existing $200 million ABL credit facility, Consumer Staples Deal of the Year by The M&A Advisor
• Canada Pension Plan Investment Board (Canada), OMERS Infrastructure Management (Canada) and Ontario Teachers’ Pension Plan (Canada) on the $1.3 billion financing for their acquisition of Chicago Skyway toll road from Cintra and Macquarie
• Deerfield Management (U.S.) as senior secured creditor, DIP lender and plan sponsor in the Chapter 11 cases of Endologix; and as secured lender and stalking horse bidder in the Chapter 11 cases of Melinta Therapeutics
• FountainVest, Carlyle, CITIC Capital and China Everbright (China, U.S.) in the $1.5 billion secured loan facility for the $3.7 billion acquisition of Focus Media Holding Limited
• Lion Capital LLP (U.K.) as stalking horse bidder and DIP provider in connection with the bankruptcy of John Varvatos Enterprises
• Lion Capital LLP (U.K.) and Serruya Private Equity (Canada) in their financing for the acquisition of GFG Holding, Inc
• Ontario Teachers’ Pension Plan (Canada) its $610 million acquisition financing acquisition of PODS
• Rhône Capital LLC (U.S.) in its €900 million bank financing and high-yield bond issue to finance its acquisition of Evonik Carbon; in its $365 million debt financing related to its definitive agreement and plan of merger to acquire Fogo de Chão, Inc.; and in $1 billion of multi-jurisdictional asset-based revolving and term loan facilities for its acquisition of CSM NV’s bakery business
• Versa Capital Management (U.S.) in the dividend recapitalization of its portfolio company Avenue Stores

Oil, Gas and Other Natural Resources

S&C’s experience advising on finance matters in the natural resources industries includes advising on the following significant transactions:

• Andeavor (U.S.) in $4.1 billion of debt financing (bank and bond) for its acquisition of Western Refining.
• Ascent Resources Utica Holdings, LLC (ARUH)/Ascent Resources, LLC (U.S.) in its $1.5 billion senior secured revolving credit facility.
• Baffinland Iron Mines Corporation (Canada) in its $45 million super-senior revolving credit facility that is secured on a first-out, pari passu lien basis.
• Barrick Gold Corporation (Canada) in its $6.5 billion bridge loan and revolving credit facility commitments in connection with its C$7.3 billion acquisition of Equinox Minerals Limited.
• BHP Billiton (Australia) in its $7.5 billion credit facility in connection with its $15.1 billion acquisition of Petrohawk Energy Corporation.
• California Resources Corp. (U.S.) in a series of liability management transactions designed to extend debt maturities and obtain financial covenant relief, including the incurrence of a new $1.3 billion first lien term loan and the amendment of CRC’s existing first lien credit facility; and in financing advice related to a series of agreements with an affiliate of Ares Management, L.P. to form a joint venture with respect to certain of CRC’s midstream assets.
• Cheniere Corpus Christi Holdings LLC (U.S.) in its $11.5 billion term loan facility to finance the $15 billion cost of its LNG liquefaction facility at Corpus Christi, Texas. S&C has advised Cheniere in several subsequent project and parent level financings, including bond take-out financings, and later advised on a $6.1 billion expansion financing.
• Concho Resources (U.S.) on financing matters in connection with its $9.5 billion acquisition of RSP Permian.
• Coronado Coal Group (U.S.), as U.S. and financing counsel, in its A$700 million acquisition of the Curragh coal mine in Queensland, Australia from Wesfarmers Limited.
• Kenmare Resources plc (Ireland) in a $110 million term loan facility and a $40 million revolving credit facility.
• Minera Escondida Limitada (Chile) in a number of unsecured term loan facilities.
• Morgan Stanley and Crédit Agricole as lenders in a $500 million senior secured credit facility for Poinsettia Finance Ltd. in connection with KKR’s complex acquisition and leaseback of certain Pemex oil and gas infrastructure assets. The deal was named Private Equity Deal of the Year by LatinFinance and Latin America M&A Deal of the Year by IJGlobal.