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Practices

Capital Markets and Leveraged Finance Practice

Carter Ledyard & Milburn LLP’s Capital Markets and Leveraged Finance practice group has extensive experience in:

  • structuring, negotiating and documenting secured and unsecured debt transactions, including unsecured and second lien high yield note offerings and leveraged loan transactions;
  • acquisition loans, LBOs and mezzanine financings;
  • negotiating complex covenant packages and descriptions of notes;
  • drafting indentures, credit agreements, security documents and intercreditor agreements; and
  • handling complex subordination, security and intercreditor issues. 

Our Capital Markets and Leveraged Finance group has represented:

  • U.S. and international underwriters and initial purchasers and companies in the offering and sale of debt and equity securities, including 144A / Regulation S private offerings of high yield debt securities;
  • Lenders, placement agents and arrangers in syndicated and non-syndicated leveraged loan transactions;
  • Companies, private equity firms and their portfolio companies, start-ups and emerging growth companies as borrowers in leveraged finance transactions;
  • Banks and companies in a variety of refinancing transactions and other liability management transactions, including exchange offers, tender offers and consent solicitations;
  • Underwriters, placement agents and issuers in initial public offerings, shelf offerings, PIPEs and private placement transactions under Regulation D, Rule 144A and Regulation S;
  • Trustees in connection with the issuance and restructuring of public and private corporate and municipal debt, including tax-exempt and taxable bonds; and
  • Exchange traded funds in the structuring, initial offering and follow-on offerings of equity securities.

Lawyers in our Capital Markets and Leveraged Finance Group adopt a multi-disciplinary approach and work closely with colleagues in the firm’s other practice areas, including M&A; private equity; tax; regulation of broker-dealers; employment law and employee benefits; insolvency and creditors’ rights; banking and commercial lending; corporate trust; intellectual property; environmental law; real estate; litigation; internal investigations; and white-collar crime and defense.

Capital Markets and Leveraged Finance Transactions

Our attorneys have represented underwriters and issuers in securities offerings and lenders and borrowers in a broad range of corporate finance transactions, including the following:

  • We assisted in the representation of Seaco SRL in connection with the issuance of $230 million in fixed rate asset backed notes by Global SC Funding One Ltd. and Global SC Funding Two Limited to help fund the acquisition of Cronos Limited by Bohai Leasing Co., Inc., an indirect subsidiary of HNA Group Co. Ltd., to create one of the largest container leasing companies in the world. CLM also advised Seaco and Cronos on post-closing steps to integrate the operations and financial arrangements of the two companies.
  • We represented B Communications Ltd., Israel’s largest telecommunications provider, on an innovative $800 million high yield Rule 144A/ Regulation S note offering – the first international offering of notes listed on the Tel Aviv Stock Exchange.
  • We represented Internet Gold - Golden Lines Ltd., the parent company of B Communications Ltd., as it raised approximately $36.1 million through its offering in Israel of 6% Series D Debentures. We also were involved in Internet Gold’s completion of private placements of approximately $115 million par value of its Series D Debentures to institutional and private investors in Israel in exchange for approximately $108 million par value of its outstanding Series B and C Debentures.
  • We assisted Global SC Finance II SRL in successfully completing an offering of $500 million fixed rate asset backed notes, offered and sold to qualified U.S. institutional buyers pursuant to Rule 144A and outside the U.S. pursuant to Regulation S.
  • We advised Global SC Finance SRL on the refinancing of two existing series of asset backed notes involving an extension of the maturity and increase in the aggregate face amount outstanding of $1.5 billion.
  • We represented Seaco SRL in the securitization of over $1.8 billion of containers and related issuance of fixed and floating rate medium term notes.
  • We represented Seaco SRL in connection with the negotiation of a bridge facility in connection with the sale of a controlling interest in Seaco SRL to an indirect subsidiary of MNA Group Co. Ltd.
  • We helped Sunshine Oilsands Ltd. close $200 million in high-yield senior secured notes offered in Canada and the U.S. on a private placement basis through a syndicate of underwriters led by Imperial Capital, LLC, Morgan Stanley & Co., LLC and Scotia Capital (USA) Inc.
  • For the $1.3 billion integrated construction and industrial solutions company Stuart Olson Inc., we closed a bought deal financing of CDN $70 million aggregate principal amount of 6.0% convertible unsecured subordinated debentures.
  • We assisted Keyera Corp. with its closing of CDN $231 million long-term private note placement with a group of institutional investors in Canada and the U.S.
  • Our client Crew Energy Inc. closed an offering of CDN $150 million principal amount of 8.375% senior unsecured notes.
  • We assisted Crescent Point Energy Corp. with a private placement of long-term debt in the form of senior guaranteed notes to a group of institutional investors. In total, $290 million and CDN $10 million were raised through three separate series of notes under various terms and rates.
  • We assisted Caledonian Royalty Corporation in its private placement new issue offering of 7.50% Senior Secured First Lien Notes for gross proceeds of CDN $48 million.
  • We represented KeyBanc Capital Markets in bringing the Navajo Nation’s $52.9 million investment-grade rated tax-exempt general obligation bonds to market. This private placement was rated BBB+ by Standard & Poor’s and, as an unsecured full faith and credit issuance by the Nation and not tied to gaming, was unique among tribal financing transactions. The funds were used to refinance an existing bank loan that had been used to build courthouses and other public facilities on the Nation’ reservation.
  • We acted as Native American Law counsel to the financial institutions involved in Mohegan Sun’s 2015 $85 million offering of Senior Notes, $95 million amendment to its Senior Secured Credit Facility and partial redemption of $175 million of its 11% Senior Subordinated Notes.
  • Our attorneys represented a Native American Tribe in a $505 million combined high-yield bond offering and syndicated bank loan, a $58 million management contract termination and amendments to the Tribe’s compact with the state of California.
  • Our attorneys represented Credit Suisse and other investment banks in multiple refinancings of a Tribe’s $1.7 billion in debt.
  • Our attorneys represented a Native American Tribe in a $160 million high-yield bond offering for casino expansion.
  • Our attorneys represented JP Morgan in a $230 million offering of investment grade notes used to construct a new hotel and other resort amenities.
  • Our attorneys represented Merrill Lynch in a $160 million syndicated bank loan to build a destination resort casino complex in Alabama.
  • Our attorneys represented a Native American Tribe in a $310 million high yield, tax-exempt and secured bank loan facility to finance a major expansion of its resort.
  • Our attorneys represented JP Morgan Securities in connection with a $60 million letter-of-credit-backed variable rate debt offering used for equipment and capital expenditures.
  • Our attorneys represented KeyBank in a $60 million Build America Bond transaction, the first large-scale loan to be governed solely by tribal law and tribal courts. This transaction was awarded the “Deal of the Year” award in 2010 by the Native American Finance Officers Association.
  • Our attorneys represented the investment bank in a $170 million follow-on issuance of investment grade notes, including a consent solicitation of holders of previously issued tax-exempt bonds.
  • Our attorneys represented Merrill Lynch as underwriter in a $58.5 million series of tax-exempt and taxable issuances of debt for expansion and infrastructure improvements.
  • Our attorneys represented a bond insurer in connection with a $140 million high-yield bond offering.

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