Ropes & Gray is one of the few law firms that handles debt transactions from the lender, borrower, and fund perspectives on a national scale.  Our knowledge of the needs of each of these parties translates into a unique understanding of the marketplace.  As a result, our Debt Financing lawyers not only advise our clients on the most effective options, but also help them anticipate and plan for future opportunities and challenges.

How We Help Our Clients

• Experience.  We are experienced debt financing counsel for senior secured lending, mezzanine financing, high yield and public debt, and securitizations.  Working with our Private Equity Group, we work on more acquisition and leveraged financings than virtually any other law firm in the United States.  We complement our practice focus by drawing on other disciplines within the firm in the areas of tax, environmental, labor, pension, bankruptcy, and litigation – all of which are focused on providing our clients with the best resources to fit their specific needs. 
• Agility.  Debt financing transactions typically require the production and review of complicated documents under tight schedules.  Through the combination of our integrated document production system and our market knowledge, we can expedite this process and produce documents to meet your deadlines. For borrowers needing funding, our understanding of the market allows us to review the lenders’ agreements on an accelerated basis and enables them to receive funding on time.  We have special expertise in various forms of lender compensation, including variable pricing, warrants and contingent interest, and in many types of collateral, such as intellectual property, real estate, airplanes and foreign assets.
• Perspective.  Given the longevity of the lender-borrower relationship, negotiating lending transactions requires special foresight to plan for the multi-year duration of the investment.  We understand the issues essential to lenders and borrowers, and pride ourselves on our ability to provide creative solutions to problems that arise in debt financing negotiations.  Whether representing a lender or a borrower, we advocate our client’s interest while making sure that all parties work constructively towards a successful closing.

Practice Focus

Our debt financing practice is exceptionally broad, ranging from large capitalization to middle market financings, cash flow, structured and asset based loans, senior and subordinated financings, public and 144A debt, and securitizations.  Recent debt financing transactions are described below:

Cash Flow Financings

We have represented commercial banks, specialized finance companies and borrowers in arranging and syndicating all types of secured and unsecured cash flow financings.  A significant number of these deals include leveraged acquisition financings led by financial sponsors.  In addition, we have extensive experience in "structured financings" that include both asset based and cash flow elements.

• Representation of the administrative agent in a $300,000,000 secured credit facility to a petroleum pipeline and terminal operator.
• Representation of the administrative agent in a $300,000,000 unsecured revolving credit facility to an insurance company.
• Representation of the administrative agent in a $215,000,000 revolving credit facility to a Memphis-based multinational manufacturer of wood pulp and cotton linter.
• Representation of a retailer under two unsecured revolving credit facilities totaling $750,000,000.
• Representation of the administrative agent in a $1,200,000,000 secured financing to a hospital holding company, including acquisition subfacilities.
• Representation of a PCS operator in a $525,000,000 multi-tranche senior secured credit facility and issuance of $80,000,000 of senior subordinated notes.
• Representation of the administrative agent in a $110,000,000 secured revolving and term loan facility to a Massachusetts-based competitive local telephone exchange carrier.
• Representation of the administrative agent in a $100,000,000 secured revolving and term loan facility to a financial sponsor-backed model automobile company.
• Representation of the administrative agent in $525,000,000 senior and subordinated revolving and term loans to a shopping center real estate investment trust.
• Representation of the administrative agent in a $300,000,000 secured revolving credit to a public company engaged in a roll-up of pathology practices.
• Representation of the administrative agent in a $300,000,000 secured revolving credit and a $200,000,000 364-day revolving credit to a lighting manufacturer.
• Representation of a major league baseball team in a $300,000,000 secured revolving credit and a $250,000,000 bankruptcy remote commercial paper facility.
• Representation of a manufacturer of computer peripherals in a $155,000,000 secured revolving facility.
• Representation of a pizza delivery chain in a $565,000,000 senior secured revolving credit facility.
• Representation of the administrative agent in a $200,000,000 secured revolving credit to a public company engaged in a roll-up of neonatology practices.

Asset Based Financings

We have extensive experience in representing asset based lenders and borrowers in a wide variety of assets and industries, including retail, apparel, manufacturing, wholesale and restaurants.  We are among a limited number of law firms that have significant experience in closing international asset based financings.

• Representation of a financial sponsor-backed apparel company in obtaining a $50,000,000 asset based credit facility from a finance company.
• Representation of the administrative agent in a DM118,200,000 asset based acquisition facility to an international manufacturing company, secured by assets in eight European countries.
• Representation of the management in a management buyout of an international trading company, together with a $125,000,000 asset based financing and $8,000,000 subordinated financing.
• Representation of the administrative agent in a $25,000,000 asset based financing to a photo-imaging company.
• Representation of the administrative agent in a $55,000,000 asset based loan to an auto parts manufacturer.
• Representation of the administrative agent in an $80,000,000 asset based working capital facility to a national auto components manufacturing company.
• Representation of the administrative agent in a $100,000,000 asset based financing to a national retail company.
• Representation of a maker of animated films in a $65,000,000 senior secured credit facility financing a management buyout.
• Representation of the administrative agent in a $55,000,000 acquisition financing of a graphic imaging company.
• Representation of the administrative agent in a $55,000,000 secured revolving credit facility to a New Hampshire-based manufacturing company.
• Representation of the administrative agent in a $50,000,000 secured revolving credit to a manufacturing company.
• Representation of the administrative agent in a $32,500,000 asset based financing to a national food retail company.
• Representation of the administrative agent in a $47,000,000 asset based loan to a consumer electronics company.
• Representation of the lenders in a $16,000,000 asset based financing to a paper products manufacturer.
• Representation of the administrative agent in a $30,000,000 asset based financing to an auto parts manufacturer.

Cross-Border Financings

We have closed financings in each of the 50 states and in numerous countries worldwide.  As a result, we have extensive experience working with foreign counsel on multi-currency financings and issues related to the perfection of security interests in a wide variety of assets, both real and personal, around the world.

• Representation of the administrative agent in a $78,000,000 management buyout financing of a baking company in Puerto Rico, including senior secured, senior subordinated secured and junior subordinated secured credit facilities.
• Representation of the administrative agent in a DM29,000,000 secured acquisition financing of an international manufacturer of hydraulic cylinders.
• Representation of the Netherlands-based administrative agent in a $100,000,000 multi-currency revolving credit facility to a US-based multinational business consulting company.
• Representation of an audio equipment manufacturing company in a $200,000,000 cross-border asset based financing.
• Representation of the administrative agent in a $34,000,000 leveraged ESOP term and revolving facility and £3,000,000 reducing the convertible Pound Sterling letter of credit acquisition facility for an international metal forging company.
• Representation of the administrative agent in a $180,000,000 multicurrency acquisition financing to an international manufacturer of eyewear, together with sub-credit facilities in 12 different countries.
• Representation of an international technology company in a $175,000,000 tender offer facility, $24,000,000 interim preferred stock, $85,000,000 merger facility and $115,000,000 senior subordinated notes.
• Representation of the administrative agent in a $90,000,000 multiple-tranche credit facility to a home heating oil distributor in connection with the initial public offering of equity by the borrower’s parent company, a Canadian income trust.
• Representation of the mezzanine lenders in a $89,000,000 mezzanine financing to a multinational operations software company, with collateral primarily in several foreign countries.

Middle Market and Large Capitalization Financings

Unlike most law firms which focus their debt financing practice in a particular segment of the lending market, our attorneys have substantial experience in both large capitalization and middle market financings, with a detailed understanding of market convention in both areas.  With this broad experience we are better able to craft creative solutions that are often overlooked. Representative middle market financings that we have worked on are set forth below.

• Representation of the administrative agent in a $92,000,000 leveraged ESOP financing to an apparel company that is secured by a diversified portfolio of securities.
• Representation of the administrative agent in an $80,000,000 secured revolving and term loan facility to a Florida-based competitive local telephone exchange carrier.
• Representation of the administrative agent in a $75,000,000 secured revolving and term loan facility to a financial sponsor-backed internet and classroom-based corporate training company.
• Representation of the administrative agent in a $175,000,000 secured revolving and term loan facility to a financial sponsor-backed multinational time share exchange company.
• Representation of the administrative agent in connection with a $40,000,000 senior secured credit facility to a health care company.
• Representation of the administrative agent in a $100,000,000 senior secured credit facility to an educational not-for-profit corporation to finance its purchase of certain internationally recognized intellectual property.
• Representation of the administrative agent in a $100,000,000 committed and uncommitted credit facility to a broker-dealer, secured by securities.
• Representation of the administrative agent in a $25,000,000 working capital and acquisition facility to a health products manufacturer.
• Representation of the administrative agent in a $30,000,000 unsecured revolving credit facility to a Maine-based broadcasting and trade show company.
• Representation of the lender in a $20,000,000 secured credit facility to a Maryland-based health supplements company.
• Representation of the lender in a $13,000,000 secured credit facility to a financial sponsor-backed Boston-based chain of brew pub restaurants.
• Representation of the administrative agent in a $50,000,000  secured revolving credit to a company engaged in a roll-up of roofing businesses.
• Representation of the administrative agent in a $79,000,000 senior secured, $22,000,000 senior subordinated and $7,500,000 junior subordinated financing to a defense electronics manufacturer.

Restructurings, Debtor-In-Possession Loans, and Post-Confirmation Financings

We have extensive experience in representing secured and unsecured lenders in consensual restructurings, debtor-in-possession (DIP) loans and Chapter 11 exit financings.  As a result of this experience, we have a detailed understanding of the application of bankruptcy and related rules to sophisticated financings.

• Representation of the administrative agent in a $35,000,000 DIP financing to a national door manufacturer.
• Representation of the administrative agent in a $275,000,000 Chapter 11 exit financing for a food manufacturer.
• Representation of a national restaurant chain in a Chapter 11 exit financing involving a $15,000,000 senior, secured asset based loan and $120,000,000 of senior and junior subordinated notes.
• Representation of the administrative agent in a $43,000,000 debtor-in-possession financing to a retail wireless phone distributor.
• Representation of the administrative agent in a $10,000,000 debtor-in-possession financing to a national metal forging company.
• Representation of an informal bondholder committee in a $2,100,000 DIP financing and a $2,900,000 Chapter 11 exit financing to a cogeneration services and small power producer.
• Representation of the outside directors of a major international energy corporation in its Chapter 11 case.
• Representation of the financial buyer in the $82,000,000 acquisition of a leading Internet application service provider, through a Chapter 11 plan of reorganization.
• Representation of an informal bondholder committee in the restructuring of $500,000,000 in indebtedness of a major hotel and casino.
• Representation of an informal bondholder committee in the restructuring $57,000,000 in tax-exempt bonds for an aquarium in Chapter 11 proceedings.
• Representation of the bondholders in a $315,000,000 restructuring of a mining company.
• Representation of an internet company in the restructuring of approximately $1,000,000,000 of indebtedness.
• Representation of a gift ware company in the restructuring of approximately $130,000,000 in senior and subordinated financings. 

Mezzanine Financings

We have substantial experience in mezzanine financings, both on a stand-alone basis and as part of a related senior financing.  As a result, we have substantial knowledge regarding "market" provisions relating to standstill periods, permitted covenants, events of default and intercreditor arrangements (both on unsecured and secured transactions).

• Representation of the mezzanine lenders in providing $18,000,000 of senior secured, senior subordinated and subordinated convertible debt and equity securities to finance the acquisition of a manufacturing company.
• Representation of the mezzanine lenders in a $29,000,000 secured mezzanine financing of a Boston-based internet communications company.
• Representation of the mezzanine lenders in a $9,000,000 financing for an auto parts manufacturer.
• Representation of the administrative agent in a $810,000,000 secured acquisition financing to a hospital holding company and issuance of $600,000,000 in subordinated notes.
• Representation of the administrative agent in a $33,000,000 acquisition financing of a wire manufacturing company, including the issuance of $12,500,000 in senior subordinated notes, warrants and management stock options.
• Representation of the mezzanine lenders in a $46,000,000 acquisition financing for a private label bleach manufacturer.
• Representation of the mezzanine lenders in a $12,000,000 acquisition financing of a software manufacturer.
• Representation of a merchant bank in a $50,000,000 leveraged buyout of a food service company, including $10,000,000 of senior subordinated notes and warrants.
• Representation of a merchant bank in purchasing $9,500,000 of senior subordinated notes (with warrants) for the leveraged buyout of a mail order catalogue company and a subsequent add-on acquisition.
• Representation of a merchant bank in providing a $30,000,000 senior secured facility and a $7,000,000 of senior subordinated notes (with warrants) for the leveraged buyout of leading horse racing publication.
• Representation of a merchant bank in providing a $45,000,000 senior secured financing and $9,000,000 senior subordinated notes for the leveraged acquisition of a cooking equipment manufacturer and distributor.
• Representation of the mezzanine lenders in a $13,000,000 mezzanine financing, including the issuance of preferred stock and warrants, for the acquisition and consolidation of a US and UK pharmaceuticals marketing company. 

Public Debt/144A Debt

We have substantial experience in representing issuers in Rule 144A and publicly traded senior subordinated debt and senior discount notes, including bridge financings, as well as medium term note programs and convertible notes.  Our recent debt financings include:

• Representation of the underwriter in the issuance of $275,000,000 of senior notes to an extrusion manufacturing company.
• Representation of a consumer products company in issuing over $1,500,000,000 of 144A senior notes, including a medium term retail notes program.
• Representation of a retailer in issuing $500,000,000 of zero coupon convertible subordinated notes.
• Representation of the underwriter in the issuance of $175,000,000 of senior notes to a clothing manufacturer.
• Represented a manufacturer of consumer products packaging in a 144A offering of $275,000,000 senior notes.
• Representation of the initial purchaser of $88,505,000 in rule 144A offering of federal lease-backed bonds financing issued by a training center to be leased by the Department of Defense.
• Representation of the underwriter in the issuance of $500,000,000 of floating and fixed rate notes to a manufacturing company.
• Representation of the initial purchaser of $180,000,000 of Rule 144A taxable revenue bonds to refinance debt and finance capital projects of a federally recognized Indian tribal government.
• Representation of a national delivery company in a 144A offering of $275,000,000 of senior notes.
• Representation of the underwriter in the issuance of $250,000,000 of senior subordinated note to a manufacturing company.
• Representation of a consumer products company in issuing over $1 billion of notes, including a medium term retail notes program, 144A senior notes with a registered exchange and five-year senior notes.
• Representation of a retailer in issuing over $500,000,000 of zero coupon convertible subordinated notes.
• Representation of the underwriter in the issuance of $400,000,000 of floating rate notes to an energy company.
• Representation of a consumer clothing company in a 144A offering of $175,000,000 senior subordinated notes.
• Representation of a manufacturer of computer circuit boards in a 144A offering of $100,000,000 senior subordinated notes and $50,000,000 senior discount notes.
• Representation of a consumer goods manufacturer in a 144A offering of $100,000,000 senior issuing subordinated notes and $45,000,000 senior discount notes.
• Representing of a consumer products company in a 144A offering of $155,000,000 senior subordinated notes and $75,000,000 senior discount notes.
• Representation of the underwriter in the 144A issuance of $250,000,000 of senior notes to a utility.

Securitizations

• Representation of a financial sponsor-backed manufacturing company in obtaining a $300,000,000 dual-tranche receivables securitization facility.
• Representation of lenders in connection with a $40,000,000 securitization of limited partnership interests.
• Representation of the managing underwriters of $1,500,000,000 of federal highway grant anticipation notes securitizing payments to be received under the Federal-Aid Highway Program.
• Representation of a receivables finance company in nine securitizations of deferred commission receivables of approximately $1,400,000,000.
• Representation of the borrower in the securitization of $30,000,000 in tax liens.

Collateralized Debt Obligations

• Representation of a manager of bank loans and high yield debt securities in the organization of fifteen collateralized debt obligation funds that have issued more than $6 billion of securities, using market value, cash flow and synthetic structures.
• Representation on an on-going basis of a varied group of funds in reviewing each market purchase of syndicated senior bank term credit facilities, constituting most of the large capital and leveraged financing bank transactions in the marketplace on an ongoing basis.
• Representation on an on-going basis of several banks in reviewing syndicated senior bank credit facilities for which they are participants.

Our Clients

• Lenders.  For decades we have been representing agent banks in complex syndicated credits in a wide variety of industries, including media, telecommunications, manufacturing, retail, energy, transportation, financial services, and large and middle market corporate lending.  We also represent mezzanine funds in sophisticated senior and subordinated debt financings and with various equity investments, particularly for financial-sponsor acquisition transactions.
• Borrowers.  We represent a wide range of borrowers in various debt transactions, including various types of private loan financings, public debt offerings and securitizations.  In addition to our large and middle market corporate clients, we structure and negotiate complex senior and subordinated financings for our financial sponsor clients in highly leveraged acquisitions.   
• Funds.  We represent a number of collateralized loan obligation funds and mutual funds that invest in a wide array of senior and subordinated debt instruments across the marketplace.  These clients consult us regularly on new developments and rely on us to review the structure and key terms of their portfolio investments.  Through this representation we review most of the large syndicated loans in the debt marketplace.  We also help bondholders take an active role in investing in and restructuring distressed companies.

Contact

For further information on this area of practice, please contact:

• Thomas B. Draper

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