Leonard Klingbaum

Experience

• Representing an ad hoc group of first lien lenders of K&N Engineering, Inc., a consumer-branded designer, manufacturer and marketer of high performance automotive and power sports aftermarket parts, in a $60 million new money financing in connection with its out of court restructuring of approximately $415 million of funded indebtedness.
• Represented enviolo Inc., an e-bicycle components maker, in its sale to Inflexion Private Equity.
• Represented Output Services Group, Inc. and certain of its affiliates in connection with its prepackaged Chapter 11 cases. Output Services Group is a leading provider of integrated customer communications and engagement services. The company’s plan of reorganization successfully restructured approximately $825 million of funded indebtedness through a consensual deleveraging of approximately $134 million and new money capital infusion of approximately $70 million. In 2023, The M&A Advisor recognized the successful restructuring of Output Services Group as “Information Technology Deal of the Year” as part of its 17th Annual Turnaround Awards.
• Represented a leading global investment management firm in connection with an $80M senior secured term loan facility and warrant package to a technology company focused on the key duplication and locksmith markets.
• Representing Output Services Group, Inc. and its subsidiaries (“OSG”), a provider of customer engagement and payment solutions, in connection with negotiations with lenders under its first and second lien credit facilities and its Sponsor in connection with a $25M debt and minority equity investment by its Sponsor in OSG’s RevoPay business.  
• Represented funds managed by Cyrus Capital Partners and Keyframe Capital Partners as the lead investors in a $150,000,000 second lien convertible note financing issued by Redaptive, Inc., a leading energy-as-a-service provider that funds and installs energy-saving and energy-generating equipment.
• Represented funds managed by Keyframe Capital Partners in connection with a $30,000,000 multi draw term loan facility to finance the growth of a leading operator of a premium fleet of luxury vehicles.
• Represented an ad hoc group of first lien debt holders in the chapter 11 cases of  My Alarm Company in connection with DIP Financing and Exit Financing.
• Represented Reliant Business Services, LLC, the merchant cash advance company, and its special purpose vehicles, in connection with their $75 million senior secured revolving credit facility provided by affiliates of Ares Management Corporation.
• Representing Altamont Capital Partners in connection with its joint purchase of prepetition debt of Alamo Drafthouse Cinemas, an owner and operator of dine-in movie theaters, joint provision of $60 million of debtor in possession financing, and credit bid for a substantial part of the business and assets of Alamo Drafthouse Cinemas through its chapter 11 cases.
• Represented Tronox Holdings plc in its refinancing of certain of its outstanding indebtedness with a global $1.3 billion term loan and revolving credit facility and $1 billion of senior unsecured notes.
• Represented a hedge fund on a DIP loan to Avianca consisting of a loan up to US$1,288,500,000 under a Tranche A Facility and US$702,300,000 under a convertible Tranche B Facility.
• Represented a hedge fund on a DIP loan to LATAM Airlines consisting of a loan up to US$1,300,000,000 under a Tranche A Facility, up to US$750,000,000 under a Tranche B Facility and up to US$1,150,000,000 under a Tranche C Facility. 
• Represented a leading global investment management firm in a US$300M loan and warrant package to a leading real estate mortgage trust.  
• Represented Tronox Holdings plc in a US$500M bond offering of senior secured notes due 2025.
• Represented Cyrus Capital Partners, Keyframe Capital and another leading global investment management firm to provide financing of up to US$100,000,000 in commercial solar loans. 
• Centric Brands: Representing Centric Brands Inc., a leading lifestyle brands collective, and certain of its subsidiaries in their chapter 11 cases to recapitalize approximately $1.8 billion in funded indebtedness. Centric filed with a restructuring support agreement backed by its key funded debtholders, $435 million in debtor-in-possession financing, and a path to a quick and consensual emergence with a capital structure reduced by approximately $700 million.
• A direct lender in connection with its loan and warrant package for a digital mobile advertising company.
• A direct lender in connection with its loan and warrant package for a digital insurance brokerage business.
• A direct lender in several capital solutions transactions including for Merex Aircraft, PF Chang’s, and Sears' second lien DIP facility.*
• Tronox Limited – $2.15 billion term loan; $550 million asset-based revolving credit facility; $450 million 5.75% Senior Notes due 2025; $1.5 billion global term loan; $300 million global ABL; $900 million bond offering; $100 million Rand-denominated working capital facility, $615 million 6.5% Senior Notes due 2026.*
• Bybrook Capital and Morgan Stanley in debt restructuring transactions for DEMA SpA, an Italian aeronautics parts manufacturer, which included Bybrook Capital’s acquisition of a substantial majority of DEMA’s share capital, and in conjunction with Morgan Stanley, funding a new secured €60 million bond.*
• LSB Industries, Inc. – successful consent solicitation to effect certain amendments to its 7.75% Senior Secured Notes due 2019 following the company’s $364 million sale of its climate control business.*
• Morgan Stanley Senior Funding – $90 million senior secured term loan facility and $33 million senior secured term loan facility to firearms manufacturer Colt Defense LLC (named “Distressed M&A Deal of the Year ($250M to $500M)” at the 2017 M&A Advisor Turnaround Awards and “Upper Mid-Market Turnaround of the Year” at the 2016 Turnaround Atlas Awards).*
• Morgan Stanley Senior Funding – $85 million first lien exit facility to seismic data provider Global Geophysical Services, Inc.; a $60 million term loan and a $25 million revolver (named “Middle Markets Chapter 11 Restructuring of the Year” at the 2016 Turnaround Atlas Awards).*
• Beechcraft Inc. (f/k/a Hawker Beechcraft) in its bridge “rescue” $120 million loan secured by unencumbered assets, chapter 11 financing and $600 million exit ABL.*
• Charter Communications Inc. in its bid to utilize lenders’ cash collateral and subsequently reinstate its multi-billion dollar credit facilities.*
• Revel Resort and Casino in its initial chapter 11 and exit financing matters.*
• An investment firm in (a) its acquisition through bank debt of Bowe Bell & Howell and subsequent financing matters and (b) Avantair in its attempt to effect a loan-to-own.*
• Innkeepers USA Trust in its pre-chapter 11 and chapter 11 financing matters including unprecedented multiple chapter 11 financing facilities, and cash collateral use stipulation with mortgage lenders and servicers across nine tranches of debt.*
• The Great Atlantic & Pacific Tea Company (A&P supermarkets) in its $800 million chapter 11 financing.*
• MSR Resort Golf Course LLC in its $30 million junior chapter 11 financing arrangements and cash collateral use stipulation with mortgage loan servicer.*
• The Reader's Digest Association, Inc. in its chapter 11 financing (both as counsel to the company in its first chapter 11 and then as counsel to its largest stakeholder and financing source in its second chapter 11).*
• Lear Corporation in its $500 million chapter 11 financing with embedded exit loan conversion feature.*
• Tropicana Resort and Casino in its chapter 11 financing matters.*
• TOUSA in its chapter 11 financing matters.*
• JPMorgan Chase, as lead arranger and lender to (a) Tower Automotive in its $725 million chapter 11 financing, (b) United Air Lines Inc. in its $1.3 billion chapter 11 financing, (c) Kmart Corporation in its $2 billion chapter 11 financing, (d) Oneida Ltd. In its $40 million chapter 11 financing, (e) O-Cedar Brands, Inc. in its $25 million chapter 11 financing and (f) Sleepmaster L.L.C. (a Serta brand licensee) in its $135 million Chapter 11 financing.*
• Macquarie Bank in its prepetition, chapter 11 and exit financing to Reddy Ice.*
• Abu Dhabi Investment Authority in its $30 million mortgage construction loan of a New York City hotel.*
• Sun Capital Partners in (a) Mark IV financing matters, (b) Friendlys restaurant in its restructuring and bankruptcy financing matters, (c) Berkline/Benchcraft in its financing matters, (d) Perfect Timing in acquisition and subsequent financing matters and (e) Boston Market in connection with acquisition and subsequent financing matters.*

* Experience prior to joining Ropes & Gray