Wachtell Lipton has one of the leading restructuring practices in the nation, principally representing banks, hedge funds, private equity funds and other creditors and acquirors in national and multinational bankruptcy cases and out-of-court restructurings. In addition, attorneys in our restructuring practice regularly handle complicated acquisitions or divestitures of businesses in financial distress or bankruptcy, highly leveraged transactions and other major transactions involving significant debtor/creditor issues.
We represented the United States Treasury in connection with the rescues of Fannie Mae and Freddie Mac, including the Treasury’s multibillion investment in the Senior Preferred Stock of the GSEs following the commencement of their conservatorships. Recent restructuring engagements include the representation of major lenders, derivatives counterparties and equity holders in the following chapter 11 cases and out-of-court restructurings:
- Lehman Brothers
- MF Global
- Graceway Pharmaceuticals
- Hawker Beechcraft
- Mach Gen, LLC
- Arcapita Bank
- Lifecare Holdings
- Washington Mutual
- Lyondell Chemical
- Aleris International
- Fairpoint Communications
- Hard Rock Hotel
- Reddy Ice
- Cinram International
- Baha Mar
- Kerzner
- Terrestar Corporation
In addition, we represented acquirors in the Innkeepers chapter 11 proceeding and potential acquirors in the Blockbuster and NorTel bankruptcy cases, as well as several casino cases.
Wachtell Lipton's specialized litigators handle high-profile litigation matters involving bankruptcy, restructuring and finance issues. Current matters include representing JPMorgan Chase in multibillion-dollar litigations in the Lehman Brothers and Madoff bankruptcy cases, and representing Credit Suisse in multiple lawsuits arising in the Thornburg Mortgage bankruptcy case. Significant prior engagements include key litigation arising in the contexts of the Boston Generating, Innkeepers and National Century Financial Enterprises bankruptcy cases.
Financing Practice
Wachtell Lipton has a market-leading financing practice, with extensive experience in all types of financing transactions, including senior secured facilities, bridge facilities, Rule 144A and registered high-yield and investment grade bond offerings, tender offers, exchange offers and consent solicitations.
Our financing practice is an integral part of our merger and acquisition practice; our financing lawyers work as a team with our corporate, tax and other attorneys on some of the most complicated, high-profile transactions in the United States and around the world. We provide innovation and leadership to enable our clients to meet their most important objectives. The breadth and depth of our market exposure allows us to ensure that our corporate and private-equity clients benefit from the latest financing market trends and techniques — a particular advantage when, as now, financing markets are evolving quickly.
Many of our financings extend across multiple national borders, and we are experienced in solving the complex issues that arise in multinational situations and in making sure that cross-border transactions benefit from the latest developments in the financing markets, which often originate in New York. We have led financings involving Europe, Asia, Latin America and Australia.
Wachtell Lipton takes a unified approach to financing; bank financings and capital markets transactions are handled by a single team, resulting in a high level of coordination and execution on multiple-part financings, alignment of covenant packages across the capital structure, the adoption of best practices across financing types and effective comparison of financing alternatives. We move quickly to capitalize on strong financing markets and meet tight transaction timelines.
Recent corporate acquisition financing engagements have included assisting:
- Verizon Communications with obtaining a $61 billion bridge facility, and $14 billion in permanent facilities, to support its $130 billion acquisition of the remaining interest in Verizon Wireless from Vodafone Group plc.
- United Technologies with obtaining a $15 billion bridge facility to support its acquisition of Goodrich, refinancing two revolving credit facilities, and issuing $10 billion of senior notes and $1 billion of equity units
- Deutsche Telecom/T-Mobile with $20 billion financing in connection with its combination with MetroPCS
- Walgreens with a $3.5 billion bridge financing and subsequent bond take-out in connection with its initial investment for 45% of Alliance Boots
- Kellogg's in connection with obtaining $1 billion bridge financing in connection with its acquisition of Pringles
- PVH with obtaining $4.325 billion of bank and bridge financing commitments to support its acquisition of Warnaco
- Cabot Corporation in connection with financing its acquisition of Norit
- Chicago Bridge & Iron in connection with financing commitments of $3.3 billion for its acquisition of Shaw Group
- El Paso Corporation in connection with its merger with Kinder Morgan and a $13.3 billion bridge commitment
Recent private equity acquisition financings have included:
- Apollo in connection with obtaining €360 million in senior secured bank debt and bridge loans/bonds for its acquisition of Ascometal from Lucchini
- Apollo in its $100 million asset-based revolving facility, global hedging program and additional sponsor-provided debt facilities for its acquisition of Alcan Engineered Products from Rio Tinto (and subsequent refinancing of asset based revolving facility and sponsor-provided debt facilities with a $200 million term loan)
- BC Partners and Canadian Pension Plan Investment Board in a $500 million notes issuance in connection with the acquisition of Suddenlink
Recent IPO, spin-off, restructuring and other financing transactions have included:
- Abbott Laboratories with $14.5 billion of bank financing and a $14.7 billion senior note issuance in connection with its spin-off of Abbvie, its research-based pharmaceuticals business
- ConocoPhillips in connection with financing its spin-off of Phillips 66
- MeadWestvaco in connection with its spin-off and merger of its consumer and office products division with Acco Brands
- Telesat Canada in connection with a dividend recapitalization financing in connection with a $2.55 billion senior secured credit facility, and refinancing its $700 million senior notes
- Sunoco in $400 million senior notes and $450 million senior secured credit facility in connection with its IPO and spin-off of Suncoke
- Bankrate in a revolving credit facility established in connection with its IPO
- Sears in refinancing its ABL facility and a $1.25 billion secured note offering and Sears Canada in connection with a senior secured ABL facility of CAN$800 million
