We work on financings for hostile tender offers, first-lien/second-lien financings, bridge financings and asset-based lending transactions. Working with our high-yield and subordinated debt practices, we are a one-stop shop for bank/bond financings. We bring to our clients much industry experience, including our market-leading experience in energy, insurance, mining, real estate and pharmaceuticals.
Our lending lawyers work, and counsel clients, in the Americas, Asia, and Europe. We have a long history of working on some of the world’s most significant cross-border loans – with particular expertise in Latin American and other emerging markets.
Asset-based Lending and Receivables Financing
Mayer Brown has one of the leading international practices in asset-based lending (ABL). We represent a wide range of asset-based lenders and borrowers and are highly skilled in documenting and structuring the most complex ABL and receivables financings, and are deeply knowledgeable about all types of collateral. Our representative transactions range from middle-market club deals to widely syndicated multi-billion dollar financings. We have particular experience with first lien/second lien transactions and have been involved in complex intercreditor issues around the world. Our experience across jurisdictions has given us an understanding of the issues surrounding the granting and perfection of security interests and recoveries on insolvency in the many jurisdictions in which ABL lenders operate. We have extensive experience using asset-based financing techniques to maximize leverage on acquisition finance transactions, particularly in cross-border European deals.
Distressed Debt and Non-Performing Loans
We are recognized as one of the leading law firms in the European distressed debt and non-performing loans (NPL) market. We regularly represent sellers and buyers in major NPL transactions as well as in their day-to-day trading activities. Documents created by our firm have established market standards, particularly in Germany, and are used by a variety of participants. Our experience includes financing NPL transactions by means of leveraged loans and securitizations.
Companies that explore for, develop, produce, store, market, transport, process and use energy resources are among the most capital-intensive in the world. Our lawyers have extensive experience representing energy clients and lenders to such companies, including commercial and investment banks, in all aspects of the capital-raising process. Our lawyers are experienced in financing the purchase, development and sale of energy production, transportation and storage and other energy infrastructure projects, structuring reserve-based financing of oil and gas assets, financings for refineries, petrochemical-related properties, pipelines, plants and other assets as well as the financing of LNG vessels and related export/import facilities. We are experienced in reserve-based productions loans, volumetric production payments, master limited partnerships, leveraged lease financings, mezzanine financings, tax credit monetizations, export credit and other financial products.
Mayer Brown has the preeminent subscription finance practice in the US, and the top handful of subscription finance practices in the world, and represents arrangers and lenders in subscription credit facilities for many of the world’s largest and most sophisticated real estate and private equity funds. We have working relationships with nearly every major lending player in the US market and the majority of active lenders in the UK and European markets. We also have vast experience in representing a broad range of fund sponsors as subscription credit facility borrowers.
Latin American Lending
We have more lawyers working on Latin American lending transactions than almost any other global law firm. Mayer Brown is recognized as one of the most prominent law firms representing borrowers and lenders in Latin American loans. For many arrangers of credit facilities for Latin American borrowers, Mayer Brown is their first choice
Workouts and Restructuring.
We represent secured and unsecured creditors—both individual creditors and creditor committees—in many workouts of loans and in insolvency proceedings of debtors with syndicated credit facilities. We cover every phase of in the life of a distressed credit: the structuring of workouts, documenting consensual arrangements, foreclosing on collateral and preparing for and advocacy during insolvency proceedings in the Americas (including cases under chapter 11, chapter 7 and chapter 15 of the US bankruptcy code), Asia and Europe (including debtor-in-possession financings in the U.S. and other financings for companies in insolvency proceedings).
- Global Integrated Metals Company/US$1 billion. We represented a global integrated metals company in relation to a US$1 billion inventory-based ABL revolving syndicated credit facility led by a leading global bank.
- International Bank/€150 million financing for Bibby Group. We represented an international bank in the €150 million financing of certain European operating subsidiaries of the Bibby group of factors domiciled in Ireland, Germany, the Netherlands, Poland, the Czech Republic and Slovakia. The financing structure constitutes primarily of a back-to-back receivables purchase structure in relation to acquired trade receivables but also includes a revolving loan facility in relation to loan receivables advanced by Bibby.
- Swift Worldwide Resources and Air Energi/US$305 million credit facilities. We represented Swift Worldwide Resources and Air Energi, as borrowers, and Wellspring Capital Management, as sponsor, in the refinancing of US$305 million worth of working capital facilities comprising a syndicated UK receivables finance facility, a US revolving receivables facility, a syndicated US term loan facility, a Korean receivables facility and local working capital facilities in Australia, Canada, Indonesia, Malaysia, Papua New Guinea and Singapore. Financing was provided by PNC Financial Services UK Ltd. and HSBC Invoice Finance (UK) Ltd., PNC Bank N.A. (US ABL), GSO Blackstone and Tosca Debt Capital (US term), HSBC Bank PLC (Korean ABL) and local HSBC bank entities (local working capital facilities). The refinancing was in connection with the merger of the Swift group and the Air Energi group to form Airswift, a US$1.2 billion turnover recruitment service specializing in the energy sector.
- White Oak ABL/£265 million British Steel Limited financing. We advised White Oak ABL LCC as FILO lender in relation to its £90 million FILO loan to British Steel Limited as part of a wider £265 million facility to British Steel, led by PNC. This is one of the first times that a FILO loan has been incorporated into a significant signed UK/facility.
- Wire Manufacturer/US$1 billion refinancing. We represented a wire manufacturer and certain of its subsidiaries, as borrowers, in connection with the refinancing of a US$1 billion asset-based revolver with an international bank, as administrative agent.
- Financial Institution/Harvest Midstream I, LP. We represented a financial institution, as administrative agent, in a US$600 million revolving and US$400 million term loan credit agreement for Harvest Midstream I, L.P., a Texas limited partnership, with oil and gas midstream assets in Colorado, Louisiana, New Mexico and Texas.
- Financial Institution/Amplify Energy. We represented a financial institution in the negotiation of a new credit facility with Amplify Energy.
- Financial Institution/Comstock Resources, Inc. We represented a financial institution in the amendment and restatement of an existing credit facility with Comstock Resources, Inc.
- Financial Institution/Talos Production Facility. We represented a financial institution, as administrative agent, in an up to US$1 billion senior secured borrowing base revolving credit agreement for Talos Production, with offshore oil and gas exploration and production assets in the Gulf of Mexico, in connection with its merger with Stone Energy Company, a publicly traded offshore oil and gas company. Through this merger transaction between Stone and Talos, Talos Energy became a publicly traded company. In addition to its domestic offshore activities in the Gulf of Mexico, Talos is one of a handful of US companies with active operations in the newly opened Mexican federal offshore oil and gas exploration and development market.
- SunTrust Bank/Midstates Petroleum Company LLC. We represented SunTrust Bank, as administrative agent and lead arranger, in connection with a US$500 million senior secured revolving credit facility for Midstates Petroleum Company LLC, the operating subsidiary of Midstates Petroleum Company, Inc., a Texas-based oil and gas company with operations in Louisiana, with an initial borrowing base of US$200 million.
- Borchers Inc./US$155 million acquisition financing of The Vectra Co. We represented Borchers Inc., a portfolio company of The Jordan Company, in a term and revolving loan facility in connection with the company's acquisition of the coating additives, catalysts and tire businesses of the Vectra Co. and its subsidiaries.
- Oasis Outsourcing Holdings, Inc./$470 million credit facilities. We represented Oasis Outsourcing Holdings, Inc., a portfolio company of Stone Point Capital and Kelso & Company and the nation’s largest privately held professional employer organization, as the borrower in connection with a US$385 million first lien credit facility and a US$85 million second lien credit facility provided by Royal Bank of Canada and other lenders. Proceeds of the facility were used to refinance the borrower’s existing credit facility, fund a dividend and acquire DHR Services Holdings, LLC.
- Stirling Square Capital Partners/Acquisition financing of The Magnum Corporation. We represented Stirling Square Capital Partners on the financing of its acquisition of The Magnum Corporation and its subsidiaries in the United States and France, an industry-leading manufacturer of thermostatic and pressure control devices.
- The Jordan Company/US$555 million acquisition financing of DuBois Chemicals. We represented The Jordan Company in connection with a US$555 million financing of the merger of an acquisition vehicle with and into DuBois Chemicals, Inc., a chemical producer for the manufacturing industry, consisting of a US$300 million first lien term loan B, a US$75 million delayed draw first lien term loan B, a US$50 million first lien revolver and a US$130 million second lien term loan B.
- The Jordan Company/Repricing loan facility. We represented The Jordan Company, L.P. and its portfolio company, Dimora Brands, Inc., in connection with a repricing of its US$254 million first lien term loan B facility.
- The Jordan Company/US$190 million acquisition financing of Grand Worldwide Logistics Corporation. We represented AFF, Inc., (a portfolio company of firm client The Jordan Company), in the increase of a first and second lien term loan facility, in connection with the company's acquisition of Grand Worldwide Logistics Corporation and subsidiaries.
- Vitruvian Partners/£250 million acquisition financing of Travel Counsellors. We represented Vituvian Partners on the financing of its acquisition of UK-based travel agents network Travel Counsellors for approximately £250 million. The transaction involved a £115 million facilities agreement with Pemberton EMMDF II Holdings S.à r.l., Pemberton Debt Holdings UK S.à r.l and Lloyds Bank plc as arrangers and Global Loan Agency Services Limited as agent.
- Vitruvian Partners/Acquisition financing of OAG. We represented Vitruvian Partners on the financing of its acquisition of OAG, the world’s leading provider of flight information, using a unitranche facility provided by two alternative lenders.
- Core real estate fund/US$500 million unsecured unencumbered asset pool-based facility. We represented a core real estate fund in connection with a US$500 million unsecured unencumbered asset pool-based facility which included separate revolving and term loan facilities; represented core real estate fund in connection with subsequent issuance of unsecured note as part of a private placement transaction.
- International lender/US$1.25 billion revolving subscription-backed credit facility. We represented an international lending institution, as administrative agent, with six other lenders in a syndicated revolving subscription-backed credit facility with a leading private equity fund, valued at up to US$1.25 billion.
- U.S. investment bank/US$2.5 billion syndicated credit facility. We represented a U.S. investment bank, as administrative agent, in a syndicated credit facility with a broad syndicate of lenders valued up to US$2.5 billion.
- U.S. investment bank/Term credit agreement. We represented a U.S. investment bank in connection with a term credit agreement provided to a private equity fund. The term loan was used to finance the borrower’s purchase of a portfolio investment. The collateral included a pledge of the borrower’s limited partnership interest in the portfolio investment and in certain collateral accounts, and the borrower and general partner’s capital call rights with respect to capital commitments to the borrower.
- Various non-US lenders/Term loan agreements. We represented various non-US lenders in connection with term loan agreements to both U.S. and offshore special purpose vehicles holding private equity investments that are guaranteed by the ultimate parent private equity funds, wherein the lenders received an equity pledge of the special purpose holding vehicle and a security interest in the deposit accounts to which distributions from underlying private equity investments are directed and fund equity capital contributions are provided by the fund guarantors.
- Various funds/US$650 million unsecured financings. We represented various funds sponsored by a leading real estate fund manager with respect to multiple unsecured financings at the fund level totaling over US$650 million of revolving capacity.
- Australian Bank/US$50 million Letter of Credit Facility. We represented an Australian bank in a US$50 million multicurrency letter of credit facility to a Bermuda reinsurance company.
- Financial Institution/US$150 million Credit Facility. We represented a major financial institution, as administrative agent in a US$150 million letter of credit facility with a US-based insurance company for the issuance of several letters of credit
- Financial Institution/US$100 million Credit Facility. We represented a financial institution in a US$100 million credit facility with an option for secured and unsecured revolving loans to a Bermuda reinsurance company.
Latin American Lending
- Banco Sabadell/MXN$1 billion loan facility. We represented Banco Sabadell, as administrative agent, security agent, arranger and lender, and Scotiabank Mexico, as lender, in a MXN$1 billion loan facility provided to Mexico Tower Partners, S.A.P.I. de C.V. (MTP). MTP is a Mexican telecommunications tower company controlled by a JV between Digital Bridge and Macquarie. Proceeds of the loan will be used to purchase telecommunication towers.
- BNP Paribas/US$750 million financing for Suzano Pulp and Paper. We represented BNP Paribas as administrative agent in a US$750 million financing for Suzano Pulp and Paper Europe S.A. The borrower is a subsidiary of Suzano Papel e Celulose S.A. of Brazil, the largest pulp and paper company in Latin America.
- Consortium of banks/US$1.5 billion financing for Cerro Verde. We represented a consortium of international banks in connection with the amendment and extension of the US$1.5 billion credit facility of Sociedad Minera Cerro Verde S.A.A.
- Global bank/US$240 million Finsa Real Estate credit facility. We represented a global bank as arranger of a US$240 million financing for special purposes entities managed by Finsa Real Estate Management. Finsa manages one the largest real estate portfolios in Latin America.
- Global Bank/US$163 million credit facility arranged by Citi, Mizuho and a global financial institution. We represented Global Bank Corporation, the second largest private bank in Panama, on a US$163 million syndicated loan facility arranged by Citigroup Global Markets Inc., Mizuho Bank, Ltd. and a global financial institution.
- Global Bank/Grupo Mexico US$175 million drilling rig financing. We represented a global bank in the US$175 million refinancing of four drilling rigs operating in the Gulf of Mexico and owned by Mexico Proyectos y Desarrollos, S.A. de C.V., a subsidiary of Grupo Mexico.
- Otay-Tijuana Venture, L.L.C./US$70 million syndicated loan agreement. We represented Otay-Tijuana Venture, L.L.C. as borrower in a US$70 million syndicated loan agreement entered into with lenders Banco Invex, Institución de Banca Múltiple, Invex Grupo Financiero and Banco Nacional de Comercio Exterior. The transaction financed the construction of a pedestrian bridge connecting Tijuana International Airport with a terminal in San Diego, California, allowing passengers to cross between Mexico and the United States without having to use the current international border. The bridge was the first of its kind worldwide, connecting one of the busiest international borders in the world.
Leveraged Finance, Acquisition Finance and Corporate Lending
- Bank of China/€10.1 billion acquisition of Akzo Nobel. We represented the Bank of China, Luxembourg Branch as sole China lead arranger, bookrunner, mandated lead arranger and lender in the approximately US$4.3 billion and €1.8 billion term loan and US$900 million revolving loan facility transaction for the €10.1 billion acquisition of 100% of Akzo Nobel’s specialty chemicals business by The Carlyle Group and GIC. The transaction will transform Akzo Nobel into a more focused supplier of paints and coatings. Carlyle, which has extensive experience investing in chemicals and unlocking long-term potential and creating value in its portfolio companies, has a global presence and the financial capacity to help Akzo Nobel’s specialty chemicals business achieve its full potential.
- Bank of China/US$14 billion financing for Ant Financial. We represented Bank of China Limited, Macau Branch on the financing to a major private equity firm for its investments in Ant Financial, the affiliate of Alibaba Group Holding Ltd. China’s Ant Financial raised approximately US$14 billion in the aggregate in this series of financing with various private equity firms in what market watchers called the biggest-ever single fundraising globally by a private company, as it accelerated the expansion of Alipay globally and developed new technology. The financing made Ant Financial the largest fintech firm in the world and equipped it with enormous resources for expansion.
- Caterpillar/US$11 billion financing. We represented Caterpillar Inc. and certain of its subsidiaries, as borrowers, in a US$3.15 billion 364-day credit facility, the extension of a US$2.73 billion three-year credit facility and the extension of a US$4.62 billion five-year credit facility from Citibank, N.A., Citibank Europe PLC, UK Branch and the MUFG Bank, Ltd. as agents, and various financial institutions as lenders.
- Global investment bank/US$145 million financing for San Jose Water Company. We represented a global investment bank as lender on three credit facilities totaling US$145 million to SJW Corp. and its water utility and land company subsidiaries San Jose Water Company, SJW Land Company and SJWTX Inc.
- Multinational Manufacturer/US$2.5 billion financing. We represented a multinational manufacturer of home appliances, as borrower, and several of its subsidiaries, as borrowers, in connection with a US$2.5 billion long-term senior revolving credit facility arranged by a global financial institution.
- Multinational Manufacturer/US$1 billion financing. We represented a multinational manufacturer of home appliances in connection with a US$1 billion 364-day term loan to finance a tender offer for the company's common stock.
- Scotiabank/US$1.35 billion finance for Ingram Micro. We represented Scotiabank in connection with a syndicated unsecured US$1.35 billion revolving facility for Ingram Micro Inc. and Ingram Micro Luxembourg SARL.
- Tenneco/US$4.9 billion financing. We represented Tenneco Inc. and its affiliates, as borrowers, in connection with a US$1.5 billion revolving credit facility, a US$1.7 billion term loan A credit facility and a US$1.7 billion term loan B credit facility with a global financial institution as administrative agent.
- Yum! Brands, Inc./US$3.5 billion financing. We represented parent Yum! Brands, Inc., as guarantor, and its subsidiaries Pizza Hut Holdings, LLC, KFC Holding Co. and Taco Bell of America, LLC, as borrowers, in connection with a US$3.5 billion senior secured credit facility consisting of a US$2 billion term loan B, a US$500 million term loan A and a US$1 billion revolving credit facility.
- Yum! Brands, Inc./US$1.5 billion financing. We represented Yum! Brands, Inc., and several of its subsidiaries, in connection with a US$1.5 billion senior unsecured bridge term loan arranged by Goldman Sachs.
- Goldman Sachs/Wine.com. We represented Goldman Sachs Asset Management’s Private Credit Group in connection with debt and equity financing to Wine.com. The borrower is in the highly regulated alcohol and beverage industry and the transaction involved review and analysis of various state laws on holding liquor licenses and was a highly negotiated transaction.
- Madison Capital Funding/Portfolio Group, Inc. We represented Madison Capital Funding, as administrative agent and joint lead arranger, in a US$183 million senior secured syndicated credit facility to support the recapitalization of Portfolio Group, Inc., an independent provider of finance and insurance products and services to automotive dealers owned by Z Capital Partners. The borrower is in the highly regulated insurance industry and the transaction involved review and analysis of insurance laws and was a highly negotiated transaction.
- Monroe Capital LLC/Inland Pipe Rehabilitation LLC. We represented Monroe Capital LLC, as administrative agent and sole lead arranger, in a senior secured loan to support the acquisition of Inland Pipe Rehabilitation LLC, a leading provider of trenchless pipe rehabilitation solutions and technology to the municipal wastewater and storm water markets, by J.F. Lehman & Company.
- Monroe Capital Management Advisors, LLC/Xponential Fitness. We represented Monroe Capital Management Advisors, LLC, as administrative agent and sole lead arranger, in connection with a senior secured loan to support the acquisition of Xponential Fitness, a curator of the best brands across the boutique fitness space, by TPG Capital and the subsequent financings to support the acquisition by Xponential Fitness of Club Pilates, CycleBar, StretchLab, Row House, AKT, Yoga Six and Pure Barre.
- Private Credit Fund/Continuum. We represented a private credit fund, as agent and joint lead arranger, in connection with a senior secured credit facility to support the acquisition of Continuum, a premier global IT management platform for Managed IT Service Providers, by Thoma Bravo LLC.
- Twin Brook Capital Partners, LLC/Twin Brook Capital Partners, LLC. We represented Twin Brook Capital Partners, LLC, as administrative agent and joint lead arranger, in a senior, syndicated credit facility that included a revolver, term loan and a DDTL with both US and Canadian dollar loans, to support the acquisition of Twin Brook Capital Partners, LLC, a leading value-added distributor of mission and business critical communications solutions, by Bertram Capital.
Receivables and Supply Chain
- Diversified global manufacturer/US$3 billion trade receivables. We represented a diversified global manufacturing company and its diversified global financial services subsidiary in two separate securitizations through a syndicate of banks and bank-administered commercial paper conduits of more than US$3 billion of trade receivables originated by more than 40 group businesses.
- Global bank/US$900 million syndicated receivables purchase facility. We represented a major global bank, as agent, in a US$900 million syndicated receivables purchase facility for a global pharmaceutical company.
- Global bank/Supply chain finance program documentation. We represented a major global bank in documenting and supporting a large supply chain finance program for the suppliers of a large multinational manufacturing company.
- Global bank/Monetization program. We represented a major global bank in monetizing accounts receivable subject to excess concentration limits in multiple trade receivables securitization programs.
- Synchrony Card Issuance Trust/US$1 billion worth of notes. We represented Synchrony Card Issuance Trust in connection with its issuance of US$1 billion worth of notes, the first tranche of notes publicly issued in the SynchronySeries.
- Triton International Ltd./Container ABS transactions. We have represented Triton International Ltd., the largest issuer in the container ABS space, in all of its container ABS transactions since the beginning of 2018.
Workouts and Restructurings
- BNP Paribas/Waypoint restructuring. We represented the agent for a syndicate of banks in connection with the workout, restructuring and potential multi-jurisdictional insolvency cases of Waypoint Leasing Holdings Ltd. and its various subsidiaries.
- China Merchants Bank/Acquisition of Takata Corporation assets. We represented China Merchants Bank in connection with its financing of the US$1.6 billion acquisition by Michigan-based Key Safety Systems of assets of Takata Corporation, the bankrupt air-bag manufacturer.
- Citibank/Vetra US$100 million restructuring. We represented Citibank, N.A., as administrative agent, in a complex multi-jurisdictional restructuring of over US$100 million of indebtedness of Vetra Exploracion y Produccion Colombia S.A.S., a Colombian oil and gas exploration and production company.
- Maybank/China Fishery Group/Pacific Andes. We represent Maybank, as lender, in connection with a series of bilateral loans to certain of the debtors and affiliates in the China Fishery Group/Pacific Andes bankruptcy cases.
- PNC/Peabody Energy Corporation. We represented PNC, as administrator, under the asset-backed debtor in possession (and exit) securitization and l/c facility in connection with the Chapter 11 cases of Peabody Energy Corporation and its affiliates.