Frank R. Adams

Frank R. Adams

Frank Adams is global co-chair of the Corporate Finance Group. He practices primarily in corporate finance, mergers and acquisitions and other securities matters, with an emphasis on acquisition finance, high yield debt, cross-border and other complex securities offerings. He has participated in a wide variety of corporate transactions, representing issuers and underwriters in public and private debt and equity offerings, as well as advising issuers and dealer-managers in debt tender offers and other liability management transactions. Mr. Adams regularly advises on matters relating to general securities law compliance and disclosure, the Sarbanes-Oxley Act of 2002 and corporate governance.

Mr. Adams is co-chair of the firm's Diversity Committee.

Representative Matters

· Representation of Lehman Brothers as provider of "stapled financing" for the recently completed sale of HD Supply by Home Depot to a group of private equity firms and as dealer-manager for Home Depot's approximately $11 billion modified dutch auction equity tender offer;

· Representation of the underwriters for the offering of $1 billion aggregate principal amount of senior notes co-issued by J. C. Penney Corporation, Inc. and J. C. Penney Company, Inc.;

· Representation of Zlomrex International Finance S.A. and Zlomrex S.A., a Polish company, in its €170 million high-yield notes offering to finance the acquisition of a controlling interest in voestalpine Stahlhandel GmbH;

· Representation of Central European Distribution Corporation, a NASDAQ Global Select Market issuer, in the first-ever U.S. Securities and Exchange Commission-registered and European Union Prospectus Directive compliant equity offering and concurrent Warsaw Stock Exchange dual listing and numerous debt and equity securities matters;

· Representation of Lottomatica S.p.A. in its €1.4 billion equity rights offering and its issuance of €750 million Interest Deferrable Step-up Capital Securities, which constituted part of the financing for Lottomatica's acquisition of GTECH Holdings Corporation, the largest-ever Italian acquisition in the US;

· Representation of Weather Investments, Wind and affiliated companies in the €2 billion bridge, high-yield and PIK financing for the €12 billion leveraged buyout of Wind, an Italian telecommunications provider. The Wind transaction was named "European Debt & Equity-Linked Deal of 2005" by International Financial Law Review;

· Representation of the initial purchasers in the offering of approximately $800 million aggregate senior subordinated and senior discount notes issued to finance the leveraged buyout of Vanguard Health Holding Company; and

· Representation of Burns, Philp & Company Limited, an Australian company, in a series of high-yield debt issuances and other financings, including a unique high-yield debt offering to finance its unsolicited offer for Goodman Fielder Limited.

Mr. Adams has advised clients in a number of other domestic and cross-border securities offerings, including regular representation of The Walt Disney Company, LifePoint Hospitals, Inc., and Johnson & Johnson in securities matters, including numerous offerings of senior and convertible notes, US and European debt programs and other securities matters. He also has represented acquirers and targets in public and private acquisitions and dispositions, and issuers in complex spin-off transactions.

Selected Activities

· American Bar Association

· Association of the Bar of the City of New York

Speeches and Programs "The World of High Yield" conference, March 27, 2008, Rainbow Room, Rockefeller Plaza, New York