Paul H. Zumbro is a partner in Cravath’s Corporate Department. His practice focuses principally on leveraged finance transactions.
Mr. Zumbro has extensive experience in leveraged finance, having represented the arranger banks in several multibillion-dollar LBO financings, including for Freescale Semiconductor, Neiman Marcus and Warner Chilcott, to name a few. Mr. Zumbro’s leveraged finance expertise is complemented by his significant experience in all phases of capital raising and balance sheet restructurings, including out-of-court debt exchanges and debtor-in-possession financings. In addition to financing transactions, Mr. Zumbro has represented buyers in distressed M&A transactions, including both regular-way Bankruptcy Code Section 363 sales and “credit bid” transactions.
Representative recent matters include representing:
- Credit Suisse AG, as arranger, in connection with ATP Oil & Gas Corp.’s US$617.6 million debtor-in-possession loan facility. This facility, which provides US$250 million in “new money” and a roll-up of US$367.6 million of pre-petition first-lien debt, is one of the largest DIP facilities announced in 2012.
- Citibank Global Markets and Credit Suisse Securities as arrangers of US$1 billion in incremental term loans issued by Freescale Semiconductor in exchange for various series of Freescale’s existing outstanding notes, and J.P. Morgan Securities, Citibank Global Markets and Credit Suisse Securities in connection with Freescale’s “amend and extend” transaction pursuant to which the maturity date of approximately US$2.25 billion of Freescale’s outstanding term loans was extended. In connection with Freescale’s IPO, representing Citibank, Credit Suisse and J.P. Morgan in connection with a US$500 million replacement revolving credit facility and, most recently, representing J.P. Morgan and Citibank in connection with a US$500 million incremental term loan. Including the 2006 LBO transaction, a total of over US$6.25 billion in loan market transactions representing the arrangers to Freescale financings.
- Barnes & Noble, Inc. in connection with credit facility amendments relating to Microsoft’s US$300 million strategic investment in the Digital and College businesses of Barnes & Noble. This transaction required close coordination with Cravath’s M&A team to ensure a seamless execution.
- Credit Suisse AG in connection with a US$2.06 billion refinancing/“amend and extend” transaction for luxury goods retailer Neiman Marcus, Inc. In addition to extending the maturity date of the vast majority of the Company’s senior secured debt, the transaction included provisions giving the Company significant flexibility to make future favorable capital structure modifications. Mr. Zumbro represented the arranger banks in connection with the original public-to-private LBO transaction of Neiman Marcus in 2005.
- Credit Suisse International ( “CSI”) in connection with a complex restructuring involving the conversion of an interest rate swap provided by CSI to Entegra Power Group, LLC into a second lien loan with modifications to the payments waterfall. The transaction required close coordination between Cravath’s restructuring and litigation departments to reach a negotiated resolution and a global restructuring solution in a complex multiparty setting.
- Barnes & Noble, Inc. in connection with its acquisition of substantially all the intellectual property assets, including all trademarks and the database of approximately 48 million customers, from the Borders Group, Inc. bankruptcy estate. The transaction was effected pursuant to a Bankruptcy Code Section 363 sale, and involved complex interaction of bankruptcy and non-bankruptcy privacy law issues.
Mr. Zumbro is a member of the International Bar Association (IBA) and the American Bankruptcy Institute, and is a member of the Reorganization and Workout Sub-Committee of the IBA’s Section on Insolvency, Restructuring and Creditors’ Rights. He co-authored the United States country section in the Practical Law Company’s Cross-Border Finance Handbook (2006/07; 2008/09 and 2011). In 2010, Mr. Zumbro authored a chapter, entitled “An Overview of Debtor-in-Possession Financing,” that appeared in the Inside the Minds™ publication, Debtor-in-Possession and Exit Financing: Leading Lawyers on Securing Financing and Analyzing Recent Trends in Bankruptcy Financing and a Law360 article entitled “Majority Rules: Impact of Bankruptcy ‘Credit Bid’ Rulings.” His paper “Cross-Border Insolvencies and International Protocols - An Imperfect but Effective Tool” appeared in the May 2010 issue of the IBA’s Business Law International. He recently authored a chapter, entitled “The Impact of Recent Litigation and Trends on Bankruptcy Lawyers and Their Clients,” in the book Bankruptcy and Financial Restructuring Law 2011: Top Lawyers on Trends and Key Strategies for the Upcoming Year (Aspatore Thought Leadership), published by Aspatore Books, a division of Thomson Reuters.
Mr. Zumbro has been recognized as a leading lawyer in banking and finance by The Legal 500 in 2009 and 2012 and IFLR1000: The Guide to the World’s Leading Financial Law Firms in 2013. He has also been cited by The Legal 500 for his skill in corporate restructuring from 2010 through 2012.
Mr. Zumbro was born in Bethesda, Maryland. He received a B.A. cum laude and with Distinction in the Major, from Yale College in 1992 and a J.D. from Columbia Law School in 1997, where he was a Stone Scholar. Mr. Zumbro joined Cravath in 1997 and became a partner in 2005.
Mr. Zumbro can be reached by phone at 212-474-1036 or by email at email@example.com.