Our Approach

Lawyers in our Leveraged Finance Group represent financial institutions, underwriters, borrowers and issuers in all types of financing transactions, including LBOs and other leveraged and investment-grade acquisition financings, margin loans, first- and second-lien loans, recapitalizations, workouts, amend and extends, debtor-in-possession and exit financings, as well as working capital or general-purpose financings. One of the principal operating tenets of the Leverage Finance Group is that breadth of practice and experience is essential to providing our clients the best representation.

The Leveraged Finance Group draws on the core strength and experience of our credit, capital markets and M&A lawyers to advise on all aspects of leveraged finance transactions, and each partner in the group has devoted a substantial amount of his or her practice to work in insolvency and restructuring, project finance, structured finance and related disciplines. As a result, we are frequently called on by our lender/underwriter and borrower/issuer clients alike to represent them in their most important and complex transactions.

Awards and Rankings

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
Davis Polk ranked in the 1^st tier among New York law firms in banking and finance, according to Chambers USA 2011:
- “This practice has a long-established international reputation for its high-calibre advice on the most complex of investment-grade lending and leveraged finance matters, for both marquee bank clients and corporate borrowers.”
In 2009, despite the challenging credit environment, Davis Polk worked on the largest and most challenging acquisition financing projects, including IFR’s 2009 “Leveraged Loan Deal of the Year” (Warner Chilcott/Procter & Gamble).

Leveraged Acquisition Financings

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 joint lead arrangers of a $315 million senior secured revolving credit and term loan facility, to be provided to an affiliate of TPG Capital, L.P. in connection with its $525 million leveraged buyout of Primedia, a targeted media company majority owned by KKR & Co. and listed on the New York Stock Exchange that engages in the production and distribution of consumer directories primarily for the apartment and other rental property sectors of the residential real estate industry.
We advised the lead arrangers in connection with a $975 million first-lien credit facility and a $350 million second-lien credit facility, to finance the acquisition of the capital stock of Advantage Sales & Marketing Inc. by Apax Partners LLP.
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.

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We advised the lead arrangers in connection with a $750 million senior secured term loan facility and a $115 million revolving credit facility for Axcan Intermediate Holdings, a leading global specialty pharmaceutical company, in connection with its tender offer under Dutch law for the outstanding shares of Eurand N.V, a specialty pharmaceutical company that develops, manufactures and commercializes enhanced pharmaceutical and biopharmaceutical products.
We advised CSG Systems International, a Colorado-based provider of outsourced customer care and billing solutions, in connection with its US$300 million senior secured credit facility to finance a portion of its proposed £236.7 million acquisition of Intec Telecom Systems, a U.K.-based application software and business support systems software company. The combination will create the second-largest specialist business support systems provider in the world.
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 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 managers on the €4.5 billion Rule 144A/Regulation S offering of secured senior notes by NXP in connection with its LBO by a private equity consortium. This is the largest-ever high-yield debt offering by a European issuer.
We advised the lead arrangers on the $525 million credit facility for the LBO of Axcan Pharma, a Montreal-based specialty pharmaceutical company, by an affiliate of TPG Capital. We also advised the initial purchasers on the $228 million Rule 144A/ Regulation S offering of high-yield senior secured notes by Axcan Pharma offered in connection with the acquisition.
We advised the joint lead arrangers on a $1.485 billion senior secured credit facility for the LBO of Education Management Corporation, a Pennsylvania-based provider of post-secondary education. We also advised the initial purchasers of a $760 million Rule 144A/Regulation S offering of high-yield senior notes and senior subordinated notes by Education Management offered in connection with the acquisition.
We advised the lead arrangers on a $1.45 billion bridge facility financing the LBO of Avaya Inc., a provider of communications systems and telephony and other software and services.
We advised Freeport McMoRan Copper & Gold, a New Orleans-based international copper, gold, and molybdenum mining and processing company, on its $17.5 billion in senior secured credit facilities to finance its acquisition of Phelps Dodge Corporation.
We advised the lead arranger on the $1.03 billion first- and second-lien senior secured credit facilities financing the LBO of Brand Energy, a U.S.-based international provider of construction services.
We advised the joint lead arrangers on the $1.115 billion first- and second-lien credit facilities for the LBO of Kronos Incorporated, a Massachusetts-based management solutions company.
We advised the joint lead arrangers on the $250 million senior secured credit facility for the LBO of Verso Paper, a Tennessee-based supplier of coated papers to catalog and magazine publishers. We also advised the initial purchasers of a $1 billion Rule 144A/Regulation S offering of high-yield senior notes by Verso Paper offered in connection with its LBO.
We advised Francisco Partners on the $560 senior secured credit facility in connection with its LBO of GXS Worldwide, a leading global provider of B2B e-commerce and supply chain integration services.
We advised the joint lead arrangers in connection with a $1.9 billion senior secured bridge loan agreement for the LBO of NXP, a Dutch semiconductor company that was formerly Philips Semiconductor.
We advised the joint lead arrangers on a $1.3 billion senior secured credit facility for Kinetic Concepts, a global medical technology company, in connection with its acquisition of LifeCell, the leading provider of innovative biological tissue matrix structures for soft tissue repair. We also advised the initial purchasers on $690 million Rule 144A offering of convertible senior notes and call spread transactions by Kinetic Concepts offered in connection with the acquisition.
We advised the lead arranger and administrative agent on $4.6 billion in senior secured credit facilities, including a $1.6 billion term loan, for Fidelity National Information Services, a Florida-based global provider of processing services, to finance its acquisition of eFunds Corporation.
We advised the lead arranger on a $100 million first-lien and a $30 million second-lien credit agreement for the LBO of Global Geophysical Services, a Houston, Texas-based company that provides seismic data acquisition services to the oil and gas industry.
We advised the lead arranger of $540 million credit facilities for the LBO of Keystone Automotive Holdings, a subsidiary of LKQ Corporation, the largest nationwide provider of aftermarket collision replacement products.
We advised Key Safety Systems, a Michigan-based manufacturer of air bags and air bag components for the automotive industry, on the $495 million first- and second-lean credit facilities in connection with its LBO.
We advised Symbion, a Nashville, Tennessee owner and operator of surgical facilities in 23 states, on its $350.0 million senior secured credit facility in connection with its $600 million LBO. We also advised Symbion on a $180 million Rule 144A/Regulation S offering of senior PIK toggle notes, used to repay the bridge credit facility it entered into in connection with its LBO.
We advised the lead arranger of $1.9 billion of credit facilities for the LBO of Warner Music, one of the world’s leading music publishing and recorded music businesses.

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Other Acquisition Financings

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 joint lead arrangers in connection with a $2 billion senior bridge term loan facility for Applied Materials, a global seminconductor equipment provider and servicer, to finance its $4.9 billion acquisition of Varian Semiconductor Equipment, a Massachusetts-based semiconductor equipment company.
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 the joint lead arrangers of a $1.5 billion bridge facility and a $1 billion three-year term facility to Aon Corporation, the world’s largest insurance broker, in connection with its $4.9 billion acquisition of Hewitt Associates, one of the world’s leading human-resources consulting and outsourcing companies. We also advised the lead managers on the $1.5 billion offering of senior notes by Aon Corporation in connection the acquisition.

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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 lead arrangers of a $6.5 billion bridge facility to PPL Corporation, a Pennsylvania-based electric utility company, in connection with its $7.625 billion acquisition of E.ON US, the parent company of Kentucky’s two major utilities, Louisville Gas & Electric Company and Kentucky Utilities Company. We also advised the lead managers in connection with the capital markets take-out of PPL’s bridge financing in connection with its acquisition of E.ON US, including the largest-ever equity-linked acquisition financing, secured mortgage bonds and unsecured debt.
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 Roche Group on its $16.5 billion Rule 144A/Regulation S issuance of senior fixed- and floating-rate notes. The proceeds of the sale of the notes are expected to be used to finance partly the Roche Group’s cash tender offer for the publicly held shares of Genentech. The offering is the largest corporate bond sale in history and was recognized by IFR as the best “US Dollar Bond” and “Investment-Grade Corporate Bond” of 2009.
We advised the joint lead arrangers on the $45 billion credit facility for InBev, a publicly traded global brewer managing a portfolio of more than 200 brands headquartered in Belgium, to acquire 100% of the outstanding stock of Anheuser Busch, the St. Louis-based brewer.
We advised the lead arranger of a $925 million bridge facility to Laboratory Corporation of America, which operates as an independent clinical laboratory company, in connection with its $925 million acquisition of Genzyme Genetics, a leading provider of complex reproductive and oncology testing services.
We advised the lead managers on the $1.5 billion offering of notes and $3.6 billion offering of common stock and mandatory convertible securities by Apache, a Texas-based oil and gas exploration and production company. The proceeds were used to partially finance its $7 billion acquisition of various oil and gas assets from subsidiaries of BP Plc.
We advised the joint lead arrangers of a $200 million senior unsecured bridge credit facility for Valmont Industries, an Omaha-based global producer of fabricated metal products, to acquire all the outstanding shares of Delta plc, a manufacturer of engineered and galvanized steel products and manganese materials. We also advised the lead managers on the $300 million offering of senior notes by Valmont Industries in connection with the acquisition.
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 CVS Caremark, a fully integrated pharmacy health care company, on a $1.5 billion credit facility that financed a portion of its acquisition of Longs Drugstore Corporation.
We advised the lead arrangers in connection with a $2.3 billion syndicated term and bridge financing for Grupo Bimbo, a Mexican-based bakery goods company, to finance its acquisition of certain assets of Weston Foods.

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