Banking & Finance

• Asurion LLC in numerous offerings, including a $3.3 billion incremental first and second lien facility; $1.2 billion first lien term facility; a $1.18 billion incremental first lien term facility to fund the prepayment of a portion of the outstanding new B-7 term loans
• Campbell Soup Company in a $1.85 billion senior unsecured revolving facility
• Cava Group, Inc., a portfolio company of T. Rowe Price Group, in a senior secured revolving facility
• Cedar Fair, L.P. in a $1.3 billion senior secured term loan and revolving facility
• Citi in numerous offerings, including a $9.1 billion committed unsecured bridge financing to support the pending acquisition by Parker-Hannifin Corporation of Meggitt plc; a $2.75 billion amended and extended senior unsecured revolving facility for Becton, Dickinson and Company; a $1.7 billion senior secured revolving and term facilities for AZZ Inc. to finance the acquisition of the Precoat Metals business segment of Sequa Corporation (a portfolio company of Carlyle Group)
• Dun & Bradstreet Corporation in its $3.9 billion incremental secured term loan and revolving facility
• The Estée Lauder Companies Inc. in a $2.5 billion senior unsecured multicurrency revolving credit facility to replace, and increase commitments under, its existing facility
• Johnson & Johnson in its $10 billion 364-day revolving facility
• JPMorgan Chase, as administrative and collateral agent, lead arranger, and joint bookrunner, in its upsized $2.75 billion senior secured term and revolving facility for Clarios Global LP (a subsidiary of Brookfield Business Partners)
• The Kroger Co in a $4.75 billion senior unsecured term facility to support its $24.6 billion acquisition of Albertsons Companies, Inc.
• The lead arrangers, joint bookrunners, and agents in $1.1 billion first and second lien multicurrency facilities to finance KKR's acquisition of a majority stake in ERM
• Trinity Acquisition PLC, a subsidiary of Willis Towers Watson (Ireland), in an amended and restated $1.5 billion senior unsecured revolving facility

Capital Markets

• Avolon Holdings Limited in a $1.15 billion 144A offering of senior notes by Avolon Holdings Funding Limited, a direct wholly owned subsidiary of Avolon
• Arrival Ltd. in its $320 million offering of senior unsecured 144A/Reg S green convertible notes, concurrently with its $354 million follow-on offering of ordinary shares, to generate operating capital
• Black Knight, Inc. (BK) in a $1 billion private offering pursuant to Rule 144A of senior unsecured notes by its subsidiary, Black Knight InfoServ, LLC, to finance BK's acquisition of Optimal Blue Holdings, LLC
• Blue Bird Corporation and an affiliate of American Securities, LLC, as selling stockholder, in a $133 million secondary offering of 4,042,650 shares of common stock
• The Estée Lauder Companies Inc. in its $650 million offering of investment grade senior unsecured notes
• Goldman Sachs, J.P. Morgan Securities, Mizuho, and another financial institution, as representatives of the underwriters, in a $3 billion investment grade senior notes offering for Keurig Dr Pepper Inc.
• Goldman Sachs, Deutsche Bank, and Citi, as dealer managers, in the $4.6 billion senior notes exchange offer and consent solicitation by S&P Global Inc., in connection with S&P Global's acquisition of IHS Markit Ltd.
• Iron Mountain Incorporated in private offerings aggregating $3.5 billion pursuant to Rule 144A of senior unsecured notes and its $750 million offering of senior unsecured 144A / Reg S notes to finance its acquisition of ITRenew, Inc.
• Johnson & Johnson in numerous offerings, including a multi-tranche $7.5 billion senior unsecured notes offering to, primarily, finance its acquisition of Momenta Pharmaceuticals, Inc.; a multi-tranche $4.5 billion senior notes offering; $4 billion registered offering of U.S. dollar-denominated notes and an aggregate $2.7 billion registered offering of Euro-denominated notes to fund the acquisition of Shockwave and its U.S. and euro-commercial paper programs
• Morgan Stanley & Co. and another financial institution, as representatives of the underwriters, in a $1.5 billion offering of senior notes by Tyson Foods, Inc.
• Morgan Stanley and the other managers in a $6.25 billion Rule 144A private offering of senior unsecured notes by Nutrition & Biosciences, Inc. to finance, in part, its merger with International Flavors & Fragrances Inc. (IFF) following N&B's spin-off by DuPont
• Office Properties Income Trust, a REIT, in its $300 million 144A/Reg S offering of 9.000% senior secured notes, due 2029
• Truist Securities, Wells Fargo Securities, and another financial institution, as representatives of the underwriters, in a $500 million offering of senior notes by McCormick & Company, Incorporated

Restructuring

• Arcade Beauty in connection with its out-of-court recapitalization that received support from 100% of its lenders and shareholders. A substantial amount of debt was extinguished, and the company was provided with a new capital infusion
• CEC Entertainment, Inc. in a $200 million senior secured debtor-in-possession term facility to finance business operations during its Chapter 11 bankruptcy proceedings and $375 million first and second lien term exit facilities to finance business operations upon emerging from its Chapter 11 bankruptcy proceedings
• Prepetition secured lenders in chapter 11 cases of Clovis Oncology, Inc. and its affiliates
• Fieldwood Energy LLC (n/k/a QuarterNorth Energy Holding Inc.) in a $100 million senior secured debtor-in-possession facility to finance business operations during its Chapter 11 bankruptcy proceedings; $1.8 billion amended and restated first and second lien facilities to finance operations upon its exit from bankruptcy proceedings; and $119 million first lien exit term, $185 million second lien exit term and $200 million senior secured revolving facilities to finance its business operations upon emerging from Chapter 11 bankruptcy proceedings
• DIP lender, first lien lender, and successful stalking horse bidder in the Chapter 11 cases of Tamarac 10200, LLC and Unipharma, LLC, manufacturer of OTC and nutraceutical products
• Redbox Entertainment Inc. in connection with its financing efforts and merger with Chicken Soup for the Soul Entertainment, Inc.
• Talen Energy Supply, LLC in its Chapter 11 cases with approximately $5 billion in funded debt obligations
• iFIT Health & Fitness Inc. in connection with a $355 million capital raise and restructuring of hundreds of millions of other company obligations

Structured Finance

• Apollo Global Management – including as sponsor – in numerous offerings, as well as Donlen Fleet Lease Funding 2 as issuer in Donlen's $1.9 billion issuance of four classes of Series 2021-1 asset backed variable funding notes secured by a collateral pool of Donlen-managed vehicle lease; and Donlen's $1 billion issuance of six classes of Series 2021-2 asset backed fixed and floating rate 144A notes secured by a collateral pool of Donlen-managed vehicle leases
• Apollo on various consumer, equipment lease, rental car, and other ABS warehouses, financings, and refinancings
• Apollo and Redding Ridge on their European CLOs
• Choron Holdings Pte Ltd., as sponsor and its affiliates, as sellers and servicers, in connection with a $100 million-dollar cross border 4(a)(2) asset backed note issuance
• Credit Suisse, as lender and structuring agent, in an asset-backed financing to support the acquisition by a KKR-led consortium of a $1.1 billion music portfolio that includes more than 62,000 copyrights across music genres (pop, rock, and country) by artists and songwriters, from Kobalt Music Royalty Fund II
• Enterprise Fleet Management, Inc., as sponsor and servicer, in the issuance by Enterprise Fleet Financing 2022-1, LLC of $1.3 billion 144A asset-backed notes collateralized by leases generated through Enterprise's fleet leasing business

Matters may have been handled prior to joining Paul Hastings.

• Speaker, “Contingent Interest Provisions in Modern Credit Agreements”, American Bar Association’s Virtual 2024 Fall Tax Meeting, September 27, 2024