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Jenner & Block has an extensive and broad-based corporate finance practice, with specific proficiency in acquisition and leveraged finance, commercial finance, secured and unsecured lending, structured finance and asset securitization, cross-border finance, public and private debt placements (including medium-term note and commercial paper programs), debtor in possession and exit financings, and workouts and restructurings. We regularly represent sophisticated domestic and international commercial and investment banks, finance companies, corporations, investment funds and equity sponsors in complex financing transactions. Working closely with the Firm's Bankruptcy, Workout and Corporate Reorganization Practice, our lawyers have also played a key role in many reorganizations.
We provide one-stop shopping for our corporate and finance clients. Our lawyers have substantial experience in a multitude of complex transactions, including large syndicated financings, cross-border financings, transactions involving security interests in unusual types of collateral and foreign collateral, multiple currency transactions, off-balance sheet financings, hedging and derivatives transactions and highly structured financings. We provide advice to our financial and corporate clients in many capacities including analyzing collateral and insolvency risks, implementing innovative finance products and identifying and analyzing legal, regulatory, tax and accounting issues relevant to their financing activities. Our lawyers are supported by attorneys from the Firm's tax, employee benefits, environmental, litigation, intellectual property and real estate practice groups, each of whom provide assistance as required during the due diligence and documentation stages of any transaction.
Representative Recent Transactions
- Represented Brown Jordan International, Inc. and its subsidiaries in a recapitalization and restructuring consisting of the following transactions:
- Private placement exchange offer converting $105 million of public bonds into equity.
- $200 million in revolving, first lien term and second lien term secured, syndicated credit facilities.
- Represented second-lien lenders, including DDJ Capital in a financing for Grede Foundaries; LaSalle Bank as second lien agent in Comcar, Russ Berrie and Company, Baker & Taylor Corporation; GE Capital in an exit financing for Farmland Dairies; and Delaware Street Capital in its mezzanine financing of Alpine Confections, Inc. and its subsidiaries, including Fannie May Confections.
- Represented the portfolio companies of KPS Special Situations Fund in connection with the following transactions:
- $57 million senior and second lien credit facilities to Jernberg Industries, Inc.
- $41 million secured acquisition credit facility to Impact Forge, Impact Precision Forge and Omni Forge.
- Represented Pac-West Telecomm, Inc. in connection with the following transactions:
- $24 million senior secured credit facility restructuring existing note facility.
- $40 million senior secured note to Deutsche Bank AG - London along with warrants to acquire 26.7 million shares of common stock, the proceeds of which were used to fund a cash tender offer for a portion of its outstanding senior note indebtedness .
- Represented LaSalle Bank in a number of large, syndicated secured credit facilities for public and private borrowers Russ Berrie and Company, Cloyes Gear and Products, Arnold Transportation, DiGiorgio Corporation, Baker & Taylor Corporation, AAR Corp., UTi, Renaissance Mark, Holden Industries (formerly CRL Industries), Safety Kleen, Superior Bulk Logistics, the Indianapolis Colts and Gas City, Inc.
- Represented General Motors Corporation and several of its subsidiaries, including GMAC, in its $17.9 billion global debt offerings—what is believed to be the largest corporate issuance of debt securities in history. The offerings involved a global syndicate of underwriters and included registered sales and offshore placements, straight debt and convertible securities, and tranches denominated in U.S. dollars, euros and pounds sterling.
- Represented General Dynamics in connection with the following transactions:
- $1.2 billion acquisition loan facility for the purchase of General Motors’ defense business.
- $3 billion shelf offering.
- $7 billion commercial paper program.
- $3 billion standby credit facility.
- $1 billion 364-day Eurocurrency Credit Agreement.
- $975 million 5-year Eurocurrency Credit Agreement.
- Represented GE Capital in connection with a number of finance and restructuring transactions including its DIP and second-lien exit financings for Farmland Dairies, Inc., the U.S. subsidiary of Parmalat, the refinancing of its loans to Omega Polymer Technologies, the restructuring of several aircraft leases in connection the United Airlines bankruptcy and the restructuring of several financings to middle-market manufacturing companies.
- Represented Amalgamated Investments Company in connection with a private equity placement, a pooled trust preferred securities issuance and a bank credit facility, the proceeds of which were used to fund a self-tender of its shares from its existing shareholders.
- Represented John B. Sanfilippo & Son in a $100 million private note placement.
- Represented United Stationers in a $150 million trade receivables securitization.
- Represented Viskase Companies in the exit financing from its Chapter 11 bankruptcy and a $90 million 144A note offering and a working capital facility.
- Represented Patriarch/Zohar in connection with the financing of acquired target companies, including Zohar Waterworks, Ark II Manufacturing, and Global Automotive Services.
- Represented Sterling Capital Partners in connection with the financing of Ameritox, Ltd. and Safety Systems Corporation.
- Represented US Advisors in connection with financings for a number of its real property acquisitions and tenancy in common offerings.
- In the bankruptcy and workout arena, our finance lawyers continued to work closely with the Bankruptcy, Workout and Reorganization Practice to assist with a variety of workouts, DIP financings and exit financings, including facilities for Brown Jordan Company, Protocol Services, Inc., Jernberg Industries, Inc., the Unsecured Creditors' Committee in Keystone Consolidated, Inc. and Hirsch Industries.
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