Proskauer

Prior Firm Experience

Leveraged Finance

• A major financial institution, as administrative agent, in a $1 billion senior secured term and revolving facility for Krispy Kreme Doughnuts Inc.
• JPMorgan Chase, Goldman Sachs and another major financial institution, as joint lead arrangers and joint bookrunners, in a senior unsecured bridge facility to support the pending $23.1 billion merger of Keurig Green Mountain, Inc. (a portfolio company of JAB Holding Company) and Dr Pepper Snapple Group, Inc.
• JPMorgan, as administrative agent, in an amendment that incrementally adds to, and extends, approximately $6.5 billion in senior secured term facilities and a $567 million revolving credit facility for JACOBS DOUWE EGBERTS International B.V. and Tea Forté Inc. (both subsidiaries of JACOBS DOUWE EGBERTS Holdings B.V.)
• JPMorgan Chase Bank, N.A., as administrative agent, in a $150 million increase in the incremental unsecured revolving facility for Royal Caribbean Cruises Ltd.
• Goldman Sachs, as first and second lien administrative agent and a lead arranger, in $2.2 billion first and second lien committed financing to support the $4.2 billion acquisition of Duff & Phelps LLC (n/k/a Kroll, LLC) by an investor consortium led by Stone Point Capital and Further Global
• HSBC, UniCredit and BNP Paribas, as representatives of the lenders, in approximately $1.9 billion senior secured facilities to finance JAB Holdings' tender offer for 150 million shares of Coty Inc.
• Morgan Stanley, as administrative agent, in a $1.25 billion senior secured multicurrency term facility for Gateway Casinos & Entertainment Limited (a portfolio company of The Catalyst Capital Group and Tennenbaum Capital Partners) to refinance its existing capital structure
• A financial Institution, as administrative agent, in its $500 million senior secured term loan facility for The Hertz Corporation
• JPMorgan Chase Bank, N.A., as administrative agent, in a $205 million increase in the senior unsecured revolving facility for Royal Caribbean Cruises Ltd.
• JPMorgan Chase, as administrative agent, together with the other joint lead arrangers and joint bookrunners, in amended & restated senior secured revolving and term facilities for National Veterinary Associates, Inc.
• Kayne Anderson, as a lender, in $117 million secured facilities to finance TZP's acquisition of Christy Sports L.L.C.
• Goldman Sachs, as administrative agent and lead arranger, in $160 million senior secured facilities to finance Endurance Engineering Partners' acquisition of Westwood Professional Services, Inc.
• Antares Capital, as agent, in $100 million senior secured term and revolving facilities for Resolute Industrial, LLC (a portfolio company of One Equity Partners)
• Affiliates of Stripes, LLC in its senior secured revolving facility to assist borrowers with making initial and follow-on investments; Affiliates of Stripes, LLC in its senior secured revolving facility
• The administrative agent and collateral agent in senior secured facilities to finance Permira’s acquisition of Axiom Global, Inc.
• The administrative agent in €670 million term and $100 million revolving senior secured facilities for Coherent, Inc., to finance its $942 million acquisition of ROFIN-SINAR Technologies, Inc.
• The arranger and joint bookrunner in $500 million senior secured facilities to finance JAB Beech's acquisition of Krispy Kreme Doughnuts, Inc.
• The lead arranger and administrative agent in $155 million senior secured credit facilities to finance The Carlyle Group’s acquisition of LDiscovery, LLC
• The administrative and collateral agent, in a $350 million senior secured revolving facility for Teradyne, Inc.
• The sole lead arranger and sole bookrunner in $288 million secured, first and second lien credit facilities for ALM Media, LLC to finance its acquisition by Wasserstein & Co., LP
• The agent and arranger in up to €7.6 billion secured multicurrency credit facilities for D.E Master Blender 1753 N.V. (a portfolio company of JAB Holding Company Group) to finance the contribution of its coffee business and that of Mondelez International, Inc. (formerly known as Kraft Foods Inc.) into a joint venture
• The lead arrangers in £1.25 billion (approximately $1.96 billion) credit facilities used to refinance the existing debt of RAC Limited and to finance the acquisition by the Government of Singapore Investment Corporation (GIC) of a stake in RAC Limited from The Carlyle Group and certain members of management
• The lead arrangers in connection with £340 million senior secured credit facilities used to finance the leveraged buyout of Chesapeake Holdings B.V. by The Carlyle Group
• The lead arrangers in connection with $1.8 billion of senior secured credit facilities for Sequa Corporation
• The lead arrangers in connection with $435 million of first and second lien credit facilities in connection with ASP United Holding Co.’s acquisition of GHX Holdings, LLC
• The lead arrangers in connection with $535 million of senior secured credit facilities for Atlantic Aviation FBO Inc.
• The lead arrangers in connection with $325 million senior secured term loan facility for Genesis HealthCare LLC’s acquisition of Sun HealthCare Group, Inc.
• The lead arrangers in connection with $470 million of senior secured credit facilities for Key Safety Systems, Inc.
• The lead arrangers in connection with $150 million of senior secured credit facilities for Oneida Ltd. and Anchor Hocking, LLC
• The lead arrangers in connection with $950 million of senior secured credit facilities for DineEquity, Inc.
• The lead arranger in connection with a $500 million senior secured revolving credit facility for HealthSouth Corporation
• The lead arrangers in connection with approximately $230 million of Shari’ah compliant credit facilities, including a $120 million first lien term facility, $25 million first lien revolving facility, $60 million second lien mezzanine facility, and $25 million subordinated unsecured mezzanine facility in connection with the refinancing of all the outstanding indebtedness of PODS Inc., a portfolio company of Arcapita
• The lead arrangers in the bank, debt and equity bridge financings used to finance the approximately $10 billion leveraged buyout of CDW Corporation by Madison Dearborn and Providence Equity Partners
• The lead arrangers and initial purchasers in the bank, bridge and high-yield bond offerings used to finance the approximately $3 billion leveraged buyout of Sequa Corporation by the Carlyle Group
• The lead arrangers in first and second lien credit facilities used to finance the approximately $800 million leveraged buyout of Vertrue Inc. by One Equity Partners
• The lead arranger in connection with the $450 million margin loan facility for National Amusements, Inc.

Investment Grade Finance

• Goldman Sachs, as lender, in connection with commitment papers for a $8.1 billion senior unsecured bridge facility to fund Emerson Electric Co.’s acquisition of National Instruments Corporation (d/b/a NI)
• Morgan Stanley and Credit Suisse in $7.5 billion committed bridge financing to support the merger of International Flavors & Fragrances Inc. with the Nutrition & Biosciences (N&B) Business of DuPont in a deal that values the combined company at $45 billion on an enterprise value basis
• Goldman Sachs and other major financial institutions, as joint lead arrangers, in $49 billion bridge and term loan facilities to finance in part CVS Health Corporation’s $78 billion acquisition of Aetna Inc.
• Nordea Bank, as administrative agent, in a $1.55 billion amended and extended senior unsecured revolving facility for Royal Caribbean Cruises Ltd.
• JPMorgan Chase, as administrative agent, joint lead arranger and joint bookrunner, in a $4 billion senior unsecured 5-year revolving facility for Keurig Dr Pepper Inc. to refinance existing indebtedness and to finance capital needs
• A major financial institution, as administrative agent and lender, in a $3.5 billion senior unsecured revolving facility for Viatris Inc.
• JPMorgan Chase, as administrative agent and lender, in approximately $3.5 billion amended and extended senior unsecured revolving facilities for Royal Caribbean Cruises Ltd.
• A major financial institution, as administrative agent, in a $1.5 billion senior unsecured 364-day revolving facility for Keurig Dr Pepper Inc. for general corporate purposes
• JPMorgan Chase, as administrative agent and a joint lead arranger, in a $1.5 billion unsecured 364-day revolving facility for Keurig Dr Pepper Inc. for general corporate purposes, including to pay existing indebtedness and to finance capital needs
• Morgan Stanley, as administrative agent, joint bookrunner and joint lead arranger, in a $1.5 billion unsecured term facility for Tyson Foods, Inc.
• JPMorgan Chase, as administrative agent, joint bookrunner and joint lead arranger, in a $1.25 billion upsized and extended senior unsecured revolving facility for Lam Research Corporation
• Goldman Sachs, as agent, in a £5.2 billion bridge financing commitment to support the $6.4 billion acquisition by Marsh & McLennan Companies, Inc. of Jardine Lloyd Thompson Group plc
• Goldman Sachs and another major financial institution, as joint lead arrangers and joint bookrunners, in a $13.7 billion bridge facility to finance Amazon’s acquisition of Whole Foods Market
• The administrative agent in a $1 billion amended and extended senior unsecured term facility for Royal Caribbean Cruises Ltd.
• The arranger and administrative agent in an $8 billion committed bridge facility to finance the approximately $15 billion cash and stock acquisition by Great Plains Energy Incorporated of Westar Energy Inc.
• The administrative agent, sole lead arranger, bookrunner and lender in a $750 million amended working capital facility, $900 million term facility and $4.2 billion committed bridge facility to finance the proposed cash and stock acquisition by Lam Research Corporation of KLA-Tencor Corporation
• The lead arranger, sole bookrunner and administrative agent in a $3.4 billion committed bridge facility and $1.3 billion term facility for Harris Corporation to finance its $4.75 billion acquisition of Exelis, Inc.
• The arranger and administrative agent in the fully committed $9.1 billion bridge facility for Becton, Dickinson and Company (BD) to finance its $12.2 billion acquisition of CareFusion Corporation
• The arrangers and administrative agents in their $7.2 billion bridge commitment to Exelon Corporation to finance its proposed acquisition of Pepco Holdings Inc.
• The arranger and administrative agent in its $1.9 billion committed bridge financing to UIL Holdings Corporation for its proposed $1.86 billion acquisition of the assets and certain liabilities of Philadelphia Gas Works from the City of Philadelphia
• Goldman Sachs, as joint lead arranger, joint bookrunner and administrative agent, in a $3.5 billion senior unsecured bridge facility in connection with the $6.7 billion strategic investment by Walgreen Co. in Alliance Boots GmbH

Distressed and Restructuring

• WeWork Inc., in connection with the representation of SoftBank Group Corp. and SoftBank Vision Fund II in transactions related to debt and equity investments in WeWork
• Talen Energy Supply, LLC, in its chapter 11 cases with approximately $5 billion in funded debt obligations
• The joint lead arrangers and joint bookrunners in $2.8 billion senior secured facilities for The Hertz Corporation to finance its business operations upon emerging from chapter 11 bankruptcy proceedings
• Speedcast International Limited in senior secured DIP facilities to finance business operations during its chapter 11 bankruptcy proceedings
• The administrative agent and certain other lenders in an out-of-court restructuring, debt-for-equity exchange and new asset-based credit facility for Things Remembered, Inc. (a portfolio company of Madison Dearborn Partners)
• The first lien term lenders to Noranda Aluminum and Noranda Bauxite, producers of primary aluminum products and rolled aluminum coils, in a secured debtor-in-possession term loan facility entered into in connection with Noranda’s chapter 11 proceedings