Overview

Mayer Brown represents financial institutions in the full range of transactional activities that require negotiation and documentation by sophisticated outside counsel. Few global law firms have as many lawyers focused on lending as does Mayer Brown, and few global law firms are involved in as many lending transactions as is Mayer Brown. We represent borrowers, arrangers and lenders in financings in all parts of a company’s debt capital structure. All principal arrangers of syndicated credit facilities, and almost all bank and non-bank participants in the lending market, call on us regularly for representation. The transactions on which we work involve major LBO sponsors and private equity firms.
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.

Energy Finance. 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.

Fund Financing. 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
for counsel.

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).
Highlights

Experience

  • ABL. We represented an international investment bank as the arranger on a complex asset-based lending transaction involving 17 jurisdictions for a global fashion designer and retailer and its subsidiaries.
  • ABL. We represented a global integrated metals company on a $1 billion five-year asset based (ABL) credit facility. Simultaneously, we represented the company on the restructuring and modification of its existing receivables securitization facility.
  • ABL. We represented a leading global bank as co-collateral agent and potential syndicate lender on the European component of a US$1 billion financing to Toys “R” Us, with assets located in England and Wales, France, Germany, Spain, Portugal and Switzerland, as well as Australia.
  • ABL. We represented a leading global financial institution as the agent and arranger of two related financings to different arms of a chemicals company in Germany, the United Kingdom and The Netherlands.
  • ABL. We represented a leading global financial institution as the agent and arranger of a 17 jurisdiction receivables and inventory secured ABL facility across Europe and the Far East for an automotive battery manufacturer. The facility was provided as part of debtor-in-possession financing arrangements in the United States and across the globe, relating to Chapter 11 proceedings.
  • ABL. We represented Office Depot group in the United States, United Kingdom, Holland, Ireland and Luxembourg on US$1.5 billion syndicated asset-based lending facilities led by JP Morgan Chase.
  • ABL and Acquisition Finance. We advised on a number of complex linked cross-border facilities in seven jurisdictions and a securitization-lite of German receivables for the acquisition of the emissions technologies arm of a group of companies. This deal merged asset-backed lending and securitization-lite acquisition finance facilities in order to provide a fully tailored and flexible solution to the borrower’s funding requirements across Europe and Canada.
  • Acquisition Finance/Aviation. We represented the mandated lead arranger in the US$1.85 billion acquisition financing for Avolon Holdings Limited, one of the world’s largest aviation leasing companies. The financing is also one of the largest international acquisition financing transactions of its kind.
  • Acquisition Finance/Borrower Representation. We represented Baxter International Inc., as borrower, in a US$3.1 billion bridge loan facility to finance an acquisition.
  • Acquisition Finance/Gaming. We represented a leading global bank as administrative agent and lead arranger in connection with an US$875 million senior secured financing, consisting of a US$50 million superpriority revolver and a US$825 million Term Loan B, for Boyd Acquisition Sub, LLC, a wholly-owned subsidiary of Boyd Gaming Corporation, in connection with its acquisition of Peninsula Gaming, LLC, a gaming company with casino resorts in Kansas, Louisiana and Iowa.
  • Agrifinance. We represented the administrative agent and joint lead arranger in a US$1.75 billion asset-based financing to Pilgrim’s Pride Corporation, the largest chicken processor in the United States. This financing was secured by assets located in the United States, Bermuda and Puerto Rico, and was entered into as part of an exit financing from a chapter 11 insolvency proceeding and acquisition by the Brazilian food conglomerate, JBS, Inc.
  • Borrower Representation. We represented Principal Enterprise Capital, LLC, a nearly US$2 billion private equity fund borrower, in connection with a twelve-bank, US$700 million, dual-tranche financing. The facility extended and expanded a prior facility on which Mayer Brown also advised.
  • Credit Facility. We represented Whirlpool Corporation, as borrower, in a $2.5 billion syndicated revolving credit facility under a long-term credit agreement with a leading global financial institution as administrative agent.
  • Credit Facility. We represented Packaging Corporation of America, as borrower, with respect to a $1.65 billion credit facility to finance the acquisition of Boise Inc.
  • Credit Facility. We represented Taco Bell of America, LLC, KFC Holding Co. and Pizza Hut Holdings, LLC, as borrowers and issuers, and their parent company, Yum! Brands, Inc., on a $3.5 billion senior secured credit facility consisting of a $2 billion term loan B, a $500 million term loan A and a $1 billion revolving credit facility. The team also advised the parties on a $2.1 billion senior unsecured notes offering, consisting of $1.05 billion of 5 percent senior notes due 2024 and $1.05 billion of 5.25 percent senior notes due 2026. These transactions mark the companies' first secured credit facility and first high yield notes offering.
  • Cross-border Acquisition Finance. We represented Hospira, Inc., a global specialty pharmaceutical company, in the US$2.425 billion financing in connection with its US$2.2 billion acquisition of Mayne Pharma Limited, an international pharmaceuticals company listed on the Australian Stock Exchange. Morgan Stanley and Citibank
    were joint lead arrangers.
  • Cross-border Acquisition Finance. We represented Wilmington Trust as agent and security agent in relation to the combination of Vimpelcom and Wind Telecom, a deal worth around US$1.8 billion.
  • DIP Financing. We represented the joint lead arranger with respect to the debtor-in-possession (DIP) financing for Lyondell Chemical Company (the US division of LyondellBasell Industries) which was the largest DIP loan in history, comprising a US$1.54 billion ABL facility and a US$6.5 billion term loan facility.
  • Emerging Markets. We represented the joint lead arrangers on a US$235 million syndicated loan facility for Staatsolie Maatschappij Suriname N.V., the state petroleum company of Suriname, to finance the construction of a refinery expansion project near Paramaribo. This was the first large cross-border financing for a Suriname borrower.
  • Energy Finance. We represented a seismic technology company and its domestic and international subsidiaries in a multiborrower, multicurrency international revolving loan and term loan facility that refinanced and restructured existing indebtedness of this corporate family. The refinancing and restructuring was a critical component of a concurrent corporate restructuring that culminated in a first-of-its-kind Chinese joint venture between our client and a subsidiary of China National Petroleum Company.
  • Fund Financing. We represented Wells Fargo Bank, N.A. in a US$1.4 billion multicurrency capital call subscription facility with affiliates of a major investment bank.
  • Global Credit Facility. We represented Prologis and its subsidiaries in connection with a US$2.5 billion global credit facility refinancing involving multicurrency loans and letters of credit in the US, Canada, Europe, Japan and Korea that includes a recovery sharing arrangement with Prologis’ public debt holders.
  • Latin America. We represented BTMU, BNP Paribas, Citi and HSBC in a US$1.8 billion financing for the expansion of the Cerro Verde copper mine in Peru.
  • Latin America. We represented Bank of America, N.A., as lender, with respect to a US$500 million unsecured loan to Petrobras Global Trading B.V. - PGT, as borrower, and Petróleo Brasileiro S.A.‒ Petrobras, as guarantor.
  • Multicurrency. We represented Bank of America in connection with a complex US$1.2 billion senior secured credit facility for a US public company, which had a multicurrency option for borrowings in Euro, Japanese Yen, Pounds Sterling, Australian Dollars, Mexican Pesos, Canadian Dollars or Swedish Kronor.
  • Oil and Gas. We represented Société Générale, as administrative agent and collateral agent, in the refinancing of a US$350,000,000 secured syndicated credit facility, with an initial borrowing base of US$55,000,000, for Constellation Energy Partners LLC, as borrower, an oil and gas company focused on the acquisition, development and production of oil and gas natural properties primarily in Oklahoma and Kansas.
  • Oil and Gas. We represented Bank of Montreal, as administrative agent, with respect to a US$1 billion amended and restated senior secured revolving credit facility for Comstock Resources, Inc.
  • Pre-IPO Finance. We represented four major financial institutions on an HK$3.3 billion loan facility to Chow Tai Fook Jewellery Group Ltd. for the purpose of financing a pre-IPO dividend payment to its controlling shareholder.
  • Receivables Financing. We represented Barclays Bank PLC, as lead arranger, on a US$1.5 billion inventory and receivables financing arrangements provided to Essar Oil (UK) Limited.
  • Renminbi Lending. We represented Hang Seng Bank Limited as the mandated coordinating arranger in a multicurrency three-and-a-half year term loan facility for China Automation Group Limited, comprising a US Dollar tranche of US$40 million, a Hong Kong Dollar tranche of HK22 million and a Renminbi tranche of RMB50 million. This was Hong Kong’s first-ever Renminbi syndicated loan.
  • Restructuring. We represented Credit Suisse AG, Cayman Islands Branch as Co-Arranger with respect to a US$262 million dollar secured credit facility to Grupo HIMA San Pablo, Inc., the proceeds of which were used to pay off another credit facility in favor of Banco Popular de Puerto Rico.
  • Restructuring. We represented a major financial institution, as agent and lender, in the restructuring of a project finance loan made to Oklahoma ProCure Management, LLC.
  • Subscription Finance. We represented Wells Fargo Bank, N.A. as administrative agent, lead arranger, letter-of-credit issuer and as a lender in connection with a US$800 million subscription credit facility for PIMCO BRAVO Fund II, L.P.
  • Subscription Finance. We represented Wells Fargo Bank, N.A. and Natixis, New York Branch, as co-lead arrangers on an up-to-US$800 million subscription credit facility for Vintage VI private equity funds sponsored by a major investment bank. The deal included balance sheet and conduit lenders and was cross-border and multi currency in nature, with a team including lawyers from three offices and three practice groups.