| Biography:
Mr. Cummings is a Partner in Proskauer Rose LLP’s Corporate Department and heads the Los Angeles office’s leveraged finance practice. Prior to joining the Firm, he was a partner in the Los Angeles office of Latham & Watkins LLP, where he practiced for eight years. He was formerly an associate in the banking department in the New York office of Simpson Thacher & Bartlett LLP. Mr. Cummings was named one of the “Top 20 Lawyers under 40” in the State of California in 2006. He was also recognized by Los Angeles Magazine in 2007 and 2008 as a Southern California Super Lawyer and in both 2005 and 2006 as one of Southern California Super Lawyers’ Rising Stars. Mr. Cummings was named in 2006 as a contributing editor to the International Financial Law Review, a leading journal for finance lawyers.
Mr. Cummings focuses his practice on representing investment banks and other financial institutions, corporate borrowers and equity sponsors in leveraged finance transactions, including acquisition financings, working capital loans and asset-based facilities. He has extensive experience in senior debt, subordinated debt, second lien loan, second lien bond, bridge loan and mezzanine loan financings.
Mr. Cummings is a member of the State Bar of California and the State Bar of New York. In addition, he is qualified to practice law as a solicitor in England and Wales and in the Province of Ontario, Canada.
Education:
LL.M., University of Toronto, 1991
Dip. L.P., University of Aberdeen, 1990
Scottish Young Lawyer of the Year, 1990
LL.B., University of Aberdeen, 1989 (with Distinction)
Recent Authorships and Co-Authorships:
- “A Role Reversal for Banks,” IFLR (July 2008).
- “Aquisition Finance Terms - Tightened, Eliminated,” IFLR (May 2008).
- “No PIKs or Toggles,” IFLR (September 2007).
- “Equity Bridges: Very Risky Business,” IFLR (July 2007).
- “Worth the Risk?,” IFLR (April 2007).
- “Change Your Loan Agreements,” IFLR (October 2006).
- “Appeals Court Overturns Owens Corning,” IFLR (October 2005).
- “Answers to Some of the Less Frequently Asked (But Important) Questions in Second-Lien Term Loan Financings,”The Secured Lender (September/October 2005).
- “Debtors Face Rising Costs if Owens Corning Upheld,” IFLR (March 2005).
- “How Funds Have Forged Changes in the Tranche B Term Loan Market,” LSTA Loan Market Chronicle (2005).
- “Purchase Options in the Second Lien Market,” Financier Worldwide (January 2005).
- “A Primer on Second Lien Term Loan Financings,” Commercial Lending Review (September/October 2004).
- “Shroud of Silence,” The Deal (September 21, 2004).
- “How to Structure US Second Lien Debt,” IFLR (June 2004).
Representative Transactions for Neil Cummings
- Represented Apollo Management in connection with numerous second
lien financings
- Represented Ares Management and its related funds in connection with:
- a $516 million Senior Secured Credit Facility to finance a portion of the purchase price in connection with the acquisition of a $2.1 billion portfolio of investments from a major investment bank
- a $130 million Revolving Credit Facility to Orchard Supply Hardware LLC
- Represented Ares Management LLC and Ontario Teachers’ Pension Plan in their $735 million Senior Secured Credit Facility to finance the acquisition of General Nutrition Centers
- Represented Assisted Living Concepts, Inc. in the restructuring of $161.25 million of Convertible Subordinated Debentures
- Represented Bank of America, N.A. in its $200 million Senior Secured Credit Facility to Allegheny Teledyne Incorporated and Teledyne Technologies Incorporated
- Represented Bear Stearns and The Chase Manhattan Bank in their $150 million Senior Secured Bridge Loan Facility to Synthetic Industries
- Represented Behrman Capital in its:
- $121 million Senior Secured Credit Facility and $69.6 million Senior Secured Note offering to finance the acquisition of ILC Holdings, Inc.
- leveraged recapitalization of ACS Dataline
- Represented Citibank, N.A. in its $2 billion Senior Secured Credit Facilities to Ontario Hydro
- Represented Credit Suisse in its:
- $500 million Senior Secured Credit Facility for Harbor Freight
- $150 million Senior Secured Credit Facility for Knowledge Universe Education
- Represented Deutsche Bank in its $75 million Senior Secured Credit Facility for Resun Leasing
- Represented Deutsche Bank Securities, and the other joint book-running managers, in a $365 million offering of Second Mortgage Notes by Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp.
- Represented Donaldson, Lufkin & Jenrette in numerous Secured Bridge Loan Financings, including to Telewest Communications, plc
- Represented Goldman Sachs in its $500 million Senior Secured Bridge Loan Facility to Univision Communications
- Represented Infonet Services Corporation in its $250 million Senior Secured Credit Facility
- Represented Jefferies & Company, Inc. as:
- lead arranger in $360 million Senior Secured Credit Facilities to Golden Gate Capital to acquire Neways International, a multilevel marketing company
- initial purchaser or placement agent, in the security and intercreditor components of numerous Second Lien Note Offerings, including a $105 million offering of Senior Secured notes by Real Mex Restaurants, Inc., a $110 million offering of Senior Secured Notes by El Pollo Loco, a $105 million offering of Senior Secured Notes by AmeriQual Group, LLC and AmeriQual Finance Corp., a $134.9 million offering of Senior Secured Notes by GFSI, Inc., a $37 million offering of Senior Secured Payment-in-Kind Notes by GFSI Holdings, Inc., a $210 million offering of Senior Secured Convertible Notes by Protostar I Ltd., a $115 million offering of Senior Secured Notes by Key Plastics L.L.C. and a $100 million offering of Senior Secured Notes by Mastro’s Restaurants, LLC.
- initial purchaser in a $75 million offering of First Mortgage Notes by Isle of Capri Black Hawk L.L.C.
- Represented Jefferies Finance LLC in its:
- $50 million Senior Secured Credit Facility to Francisco Partners LLC to finance the acquisition of FrontRange Solutions Inc., a software company, and certain affiliates
- $40 million Senior Secured Credit Facility to Brazos Private Equity Partners LLC to finance the acquisition of Fuel Systems LLC, an equipment manufacturer in the automotive industry
- $105 million Senior Secured Credit Facility to Genstar Capital to finance the acquisition of Fort Dearborn Company, a labeling company
- $65 million Senior Secured Credit Facility to Freeman Spogli & Co. to finance the acquisition of Mattress Giant Holding Corporation, a chain of mattress stores
- $32.5 million Senior Secured Credit Facility to finance the acquisition of two companies providing home infusion and respiratory therapy services
- $154 million Senior Secured Credit Facilities to finance the acquisition of a health-care company
- $140 million Multiple Currency Senior Secured Credit Facilities to Genstar Capital to finance the acquisition of assets of Renaissance Mark Holdings Corp., a labeling company
- $187.5 million Senior Secured Credit Facility to Leonard Green & Partners, L.P. to finance the acquisition of Scitor Corporation, a defense contractor
- $340 million Senior Secured Credit Facilities to Greenstreet Equity Partners to finance the acquisition of Teco Transport Corporation, a maritime transportation business
- $130 million Senior Secured Credit Facilities to Genstar Capital to finance the acquisition of TravelCLICK, a maker of software for hotels
- $40 million Senior Secured Revolving Credit Facility to finance the working capital needs of ICO Global Communications, a satellite communications company
- Represented JPMorgan Chase in its:
- $70 million Senior Secured Credit Facilities for a Major League Baseball team
- $45 million Senior Secured Credit Facilities for the owners of a Major League Baseball team
- Represented Lehman Brothers in its:
- $185 million Senior Secured Credit Facility for Pabst Brewing Company
- $150 million Senior Secured Credit Facility for O’Sullivan Industries, Inc
- Represented k1 Ventures in the $385 million Senior Secured Credit Facilities provided by Credit Suisse to finance the acquisition of Helm Industries
- Represented Maidenform Brands, Inc. in its:
- $200 million Senior Secured Credit Facility
- $150 million Senior Secured Credit Facility
- Represented National Golf Operating Partnership, L.P. in its $100 million Senior Secured Credit Facility
- Represented Nestle Holdings, Inc. in connection with a $1 billion Senior Secured Credit Facility provided to CTF Hotel Holdings, Inc.
- Represented New Jersey Devils LLC in its $85 million Senior Secured Team Loan Facility
- Represented affiliates of New Jersey Devils LLC in their construction loan financing for the team’s new stadium in Newark, New Jersey
- Represented New Regency Entertainment in its:
- $600 million and $450 million Senior Secured Credit Facilities
- financing of the movie “Don’t Say A Word,” a joint venture with Village Roadshow
- Represented Owens-Illinois, Inc. in its $3 billion Revolving Credit Facility
- Represented Saban Capital in the financing of its acquisition of certain Kirch Media assets
- Represented Safeway Inc. in connection with various Senior Secured Credit Facilities
- Represented Strouds, Inc. in its $50 million Senior Secured Credit Facility
- Represented Tinnerman Palnut Engineered Products, Inc., a manufacturer of precision engineered fasteners and stampings, in the acquisition financing for its purchase of two Textron Fastening Systems facilities
- Represented Veronis Suhler Stevenson in $930 million First, Second and Mezzanine Loan Facilities in connection with its acquisition of Advanstar Holdings
- Represented XL Capital Insurance Inc. in:
- an insured $250 million refinancing of the debt of The Los Angeles Dodgers
- an insured $140 million notes offering by The Los Angeles Dodgers
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