Our Approach

Our Credit Group is consistently ranked among the world’s best. The lawyers in our group represent financial institutions and borrowers across a broad spectrum of corporate finance transactions, including leveraged and investment-grade acquisition finance, project finance, structured finance, bankruptcy, insolvency and restructuring and other bank financings.

Our Credit Group has been intricately involved in the most significant “credit-crisis” financings among financial and industrial institutions and federal agencies, including complex matters involving AIG, Citigroup, the Ford Motor Company, and have worked with the U.S. Treasury and the Federal Reserve Bank of New York in connection with the creation and administration of the TALF program.

Awards and Rankings

Davis Polk ranked in the 1^sttier nationwide and among New York law firms in credit matters, according to Chambers USA 2011: “A very strong firm with breadth and quality. It has a terrific bench of banking partners.”
In ranking Davis Polk in the 1^sttier among New York law firms in banking and finance matters in 2011, The Legal 500 U.S. commented: “The group’s breadth of expertise and balanced client base of borrowers and lenders ensured that it won a steady stream of non-traditional assignments, including some top-end mandates. …This expertise coupled with a strong regulatory focus has proved a winning combination in the midst of the financial crisis.”
According to Reuters’ LPC final 2010 league tables, we ranked:
- 2^nd in overall acquisition financing transactions by volume
- 2^nd in lender-side acquisition financings by volume
- 3^rd in borrower-side acquisition financings by volume
1^st tier in banking transactions (Chambers USA 2010, 2011; Legal 500 U.S. 2010, 2011)
“Chambers USA Award for Excellence – Finance” (Chambers USA 2011)
“Banking and Finance Law Firm of the Year in New York” (Corporate INTL 2010)

Notable Matters

We are advising the lead arranger and bookrunning manager of multiple facilities aggregating $2.05 billion to finance the $2.35 billion acquisition by Diamond Foods, a San Francisco-based packaged and snack food company, of the “Pringles” business from Proctor & Gamble, a global consumer packaged goods company. The combined company is expected to generate annual revenue of approximately $2.4 billion.
We are advising the lead arrangers of a £3.6 billion unsecured, investment-grade bridge facility to PPL Corporation, a Pennsylvania-based electric utilities company, in connection with its acquisition of all of the equity interests of Central Networks Limited and Central Networks East, wholly owned subsidiaries of E.ON UK.
We advised the administrative agent in connection with the $8.6 billion senior bridge term loan credit facility for Caterpillar Inc., a leading manufacturer of construction and mining equipment, to finance the acquisition of all of the equity interests of Bucyrus International, a world leader in the design and manufacture of high productivity mining equipment.
We advised Warner Chilcott, a leading specialty pharmaceutical company currently focused on the women’s health care, on the refinancing of its existing credit facility with a new $3.25 billion credit facility, comprised of $3 billion senior-secured term loan A and B facilities and a $250 million revolving facility.
We are advising the agent bank under Tribune’s $8.5 billion prepetition senior credit facility in connection with Tribune’s efforts in Chapter 11 to restructure $13.5 billion of debt, including indebtedness incurred in connection with its 2007 leveraged recapitalization. Tribune is America’s largest employee-owned media company and owner of the Chicago Tribune, the LA Times, The Food Network, and other newspapers and broadcast properties.
We advised Delta Air Lines, an Atlanta-based global airline, in connection with a new $2.6 billion senior secured credit facility, consisting of a $1.225 billion revolving credit facility and a $1.375 billion term loan facility. The facilities are secured by certain aircraft and aircraft-related assets, take-off and landing slots, international route authorities, accounts receivable and real property.

More >

We acted as lead counsel to the Federal Reserve Bank of New York and the U.S. Treasury on a series of financing and capital management transactions for AIG, including the:
- Fed’s original $85 billion credit facility and subsequent revisions
- Fed’s participation in securities lending transactions with AIG’s life insurance subsidiaries
- Creation of Maiden Lane II to address RMBS exposure ($62.1 billion) and Maiden Lane III to address CDS exposure ($35 billion)
- Issuance of AIG preferred shares representing a 79.9% interest in AIG to a trust established for Treasury
- Issuance of $40 billion of AIG preferred shares to Treasury under TARP and their subsequent exchange
- Exchange by the Fed of $25 billion of AIG debt under the Fed credit facility for preferred interests in two AIG subsidiaries
We acted as counsel to Ford Motor Company in connection with:
- $5.9 billion in loans in the first transaction under the Advanced Technology Vehicles Manufacturing Incentive Program arranged by the Department of Energy to finance a portion of the cost of retooling Ford's U.S. plants more quickly to produce fuel efficient vehicles and help meet new, more rigorous federal fuel-economy requirements
- Ford’s conversion offer for any and all of its outstanding convertible debt and tender offers for Ford’s outstanding unsecured bonds and senior secured term loans, which resulted in the retirement of $9.9 billion of Ford debt
- An amend-and-extend amendment of Ford’s senior-secured credit facility pursuant to which (i) $9.8 billion of outstanding revolving commitments were reduced to $7.9 billion and extended from 12/2011 to 11/2013 and (ii) $700 million of such extended commitments were converted into a new tranche of term loans
We advised the joint lead arrangers in connection with a $2 billion unsecured revolving credit facility for DIRECTV, a leading provider of direct-to-home digital television entertainment services in the United States.
We are advising the lead arrangers and agent bank of $1.7 billion in secured credit facilities provided to an investor group comprised of, among others, Maju Investments (Mauritius), a wholly owned investment holding company of Temasek Holdings, Chesapeake Energy Corporation and Senja Capital, in connection with their $3.662 billion acquisition of Frac Tech Services, a Texas-based leading independent provider of oil and natural gas well stimulation services.
We advised the agent and the joint lead arrangers in connection with a $1.3 billion unsecured term loan credit facility provided to Grupo Bimbo, one of the largest providers of baked goods in the world, encompassing over 7,000 products and 150 prestigious brands and with a presence in 17 countries in the United States, Latin America and Asia.
We advised Banco de Bogotá, Colombia’s second-largest bank by assets and a part of the Grupo Aval banking group, with respect to a $1 billion unsecured senior bridge loan facility to finance Grupo Aval’s acquisition of BAC Credomatic GECF Inc., a Central American banking group.
We advised the joint lead arrangers in connection with a $820 million term loan facility for Bain Capital Partners in connection with its $1.8 billion acquisition of The Gymboree Corporation, a specialty retailer operating stores selling apparel, accessories and play programs for children.
We advised the joint lead arrangers in connection with a $700 million first-lien term loan financing for Spectrum Brands, a global consumer products company, to finance the acquisition of Russell Hobbs, a leading marketer and distributor of small household appliances. We also advised the initial purchasers of the $750 million Rule 144A/ Regulation S offering of high-yield senior notes by Spectrum Brands offered in connection with the acquisition.
We advised MSCI, a leading provider of investment decision support tools to investment institutions worldwide, on its $1.375 billion secured credit facility to finance the acquisition of RiskMetrics Group, Inc., a leading provider of risk management and corporate governance products and services to the global financial community.
We advised the joint lead arrangers of the $865 million bridge facility for Michael Foods, a leading food company, in connection with the $1.675 billion acquisition by GS Capital Partners VI Fund, L.P. of an approximately 80% ownership interest. We also advised the initial purchasers of the $430 million Rule144A/ Regulation S offering of senior notes by Michael Foods offered in connection with the acquisition.
We advised the lead arranger and administrative agent on the $11.1 billion exit financing for Lyondell Chemical Company, the U.S. subsidiary of Netherlands-based LyondellBasell Industries N.V., a global refiner of crude oil, manufacturer of chemicals and polymers. We also advised Citi as administrative agent in connection with the $8.5 billion debtor-in-possession financing for Lyondell. We also advised the lead arranger and agent in connection with a $2 billion refinancing and repricing amendment to Lyondell’s secured asset-based credit facility.
We advised Comcast in connection with a $9.85 billion credit facility, a portion of which was used to finance its $37 billion NBCUniversal joint venture with General Electric (GE).
We advised the agent bank under Delphi Corporation’s DIP facility in connection with a credit bid of $3.48 billion of DIP obligations for certain of Delphi’s assets on behalf of Delphi’s DIP lenders. We also advised the agent bank in connection with the $4.35 billion debtor-in-possession refinancing it provided to Delphi Corporation.
We advised Warner Chilcott, a leading specialty pharmaceutical company focused on women’s health care, on its $4.15 billion credit facility, to finance the acquisition of P&G’s global pharmaceuticals business. This deal won IFR’s 2009 “Leveraged Loan Deal of the Year.”
We advised the lead arranger on the $8.5 billion credit facility for Merck, a U.S. pharmaceutical company, to fund a portion of the $41.1 billion cash-and-stock acquisition of U.S. pharmaceutical company Schering-Plough.
We advised longtime client PepsiCo in connection with its definitive agreements to acquire its two largest anchor bottlers for approximately $7.8 billion, including on a $4 billion 364-day revolving bridge loan. We also recently advised PepsiCo on a $1.975 billion senior unsecured credit facility.
We advised the U.S. Treasury and the FRBNY in connection with the creation and implementation of the Term Asset-Backed Securities Loan Facility (TALF) (up to $1 trillion (initially $200 billion) aggregate program size), which was created to support and stimulate activity in the market for certain kinds of asset-backed securities, and also in connection with U.S. Treasury’s $250 billion bank capital purchase program.
We acted as lead counsel to Citigroup Inc. and its subsidiaries in connection with the January 15, 2009, Master Agreement with the U.S. Treasury, the FRBNY and the Federal Deposit Insurance Corporation, under which the federal parties agreed to share losses with Citigroup and its subsidiaries with respect to $301 billion of assets.

< Less

Areas of Experience

Investment Funds Litigation and Investigations

Project Finance

Structured Finance

Leveraged Finance