Overview
In this rapidly evolving market, public and private companies, private equity sponsors, lenders, and investors turn to our capital solutions group when facing complex challenges that require creative solutions executed with speed and precision. Our team offers clients superior multidisciplinary capabilities that enable us to drive successful outcomes.
Tailored Strategies for Complex Capital Challenges
The capital solutions group is led by finance and capital markets lawyers with significant experience in the liability management space. The team is known for its technical fluency and innovative transaction structures, along with a commercial approach.
|
Our company clients:
|
Our lender and investor clients:
|
Importantly for our clients, our whole team works daily on the full range of capital solutions: from equity and hybrid capital instruments to opportunistic secured credit facilities to highly structured deals beyond that spectrum for unique and nuanced situations. This exposure offers two distinct advantages to clients who come to us for liability management:
- Flexibility to explore all the options: we start each engagement by huddling with the client to select the transaction (liability management or otherwise) and instrument that best serves their needs and interests. Our holistic approach is unique in the marketplace, and is only possible because of our deep familiarity with the whole capital solutions toolkit.
- An enhanced ability to creatively structure, negotiate, and document liability management transactions using state of the art tactics, terms, and technology from the whole universe of capital solutions.
On both sides of the table, some of our clients’ greatest successes are entirely private: we provide significant negotiating leverage with novel structures and a superior understanding of the documents. This helps our clients gain consensus quickly and quietly in contentious situations.
Integrated, Multidisciplinary Support
Our clients also get access to the knowledge and experience of our entire firm. From the start of a process, they receive superior advice from our tax, corporate, and restructuring teams, grounded in each group’s significant experience with liability management transactions. This institutional knowledge of the subtleties of these complex transactions minimizes friction. Furthermore, our market-leading intellectual property and regulatory practices are able to unlock transactions that other firms are not equipped to identify or execute.
Ropes & Gray has also been highly successful in implementing LMT structures without protracted litigation, a critical differentiator for our clients.
Innovative Tools and Structures for LMTs
When structuring and executing LMTs, we incorporate a range of strategies and instruments, including:
- Amend & extend transactions
- Discount captures
- Drop-down financings
- New-money capital raises through non-traditional structures
- Uptiers and priming transactions
- Double dips and “pari plus” loan structures
- Exchange and tender offers, stapled exchanges, and equitizations
- “Stock-in-the-box” structures
- Part 26A restructuring plans in the UK
Awards & Recognition
Experience
Our experience includes representing:
- DIRECTV in a liability management transaction to extend its debt maturity, involving the issuance of $1.6 billion of secured notes due 2030 and a concurrent cash tender offer for $1.6 billion of its outstanding secured notes due 2027.
- Thrive Pet Healthcare in a liability management and financing transaction that enabled the company to obtain more than $350 million of enhanced liquidity and extend the maturities of more than $1.7 billion of existing debt obligations.
- Empire Today in a liability management and financing transaction that received the support of more than 99% of the company’s lenders and enabled the company to obtain significant incremental liquidity and extend its existing debt maturities.
- A group of convertible noteholders in connection with an additional funding agreement with Biora Therapeutics in the form of a $16 million multi-draw payment priority notes issuance coupled with amendments to Biora’s existing convertible notes and warrants.
- A group of noteholders in connection with the provision of $100 million of new first lien debt financing and the exchange of $420 million of convertible notes into second lien secured convertible notes with Luminar, a global automotive technology company, reducing Luminar’s debt by $148 million and providing it with a maturity extension.
- A specialty paper solutions manufacturer in a liability management transaction involving a new capital infusion and adjustments to its loan obligations.
- A leading dental services organization in a liability management transaction addressing $1 billion of indebtedness by extending maturities, securing interest rate relief, raising $175 million of new capital and utilizing a first-of-its-kind Dutch auction structure.
- AccentCare in an uptier debt exchange that resulted in near-unanimous lender participation, raised $175 million of new money capital and extended the maturity of its existing $1.3 billion of debt by two years.
- Trinseo in connection with a $1.1 billion innovative double-dip financing transaction addressing the company’s 2024 senior secured term loans and $385 million of its 2025 unsecured bonds.
- Rodan + Fields in an uptier debt exchange that resulted in near-unanimous lender participation and reduced the company’s debt by over $100 million, raised $30 million of new money capital and extended the maturity of its existing loans.
- Juice Plus+ in an out-of-court uptier restructuring transaction with unanimous participation of the company’s lenders that reduced the company’s funded debt and preferred equity obligations by over $300 million.
- An ad hoc group of Exela Technologies bondholders in connection with an out-of-court exchange involving approximately $1 billion of first lien bond debt and a subsequent exchange of $1.3 billion of first lien bond debt.
- Serta Simmons Bedding in its uptier term loan and exchange transaction, which included $200 million of new capital and the exchange of $1 billion in first lien debt and $300 million in second lien debt. The transaction reduced debt held by participating lenders by $400 million.
