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Practice Overview

Debt Finance

Cravath’s international debt finance practice is one of the most highly regarded in the world. Since 2006, Bloomberg has ranked Cravath in the top three for issuer’s legal advisor in Global Bond Offerings, based on total deal value. We represent corporate issuers, investment banks and financial sponsors across a range of investment grade and high‑yield bond, senior bank financings and other financings. We have a reputation for devising creative solutions while at the same time focusing on the key commercial and practical aspects of each deal.

In Europe, we regularly advise on a wide range of investment grade, high‑yield, bridge and other debt financings, including many offerings by first‑time issuers and some of the most complex or novel transactions. For example, we advised British American Tobacco and Bacardi Limited on their debut bond offerings in the United States and also represented Unilever on its recent US$15 billion bond offering which was listed on the London Stock Exchange. Additionally, since January 2013, Cravath has acted as issuer’s counsel to the European Investment Bank in connection with 27 of its SEC‑registered debt offerings totaling US$96 billion. The notes were listed on the Luxembourg Stock Exchange. Since January 2013, we have completed 165 bond financings in Europe, generating total proceeds of over US$296 billion.

Cravath has broad experience in high‑yield bond offerings. According to the 2016 edition of Chambers Global: The World’s Leading Lawyers for Business, the Firm’s “greatly respected” securities practice is “known globally for its high‑quality advice on equity and debt capital markets and high‑yield debt.” Our lawyers have handled many of the initial high‑yield bond financings in Europe in the mid‑ to late‑1990s, and then helped devise the structural enhancements on the Brake Bros. high‑yield bond offering in 2002 and 2003 that were demanded at that time by high‑yield investors. More recently, we have helped introduce other innovations, such as the standard intercreditor provisions used in Europe, loan options in lieu of bond financings, “all‑bond” structures and the first toggle notes used in Europe. We have handled many other significant transactions, such as the first large buyouts in France and Italy (Rexel and Seat) and the first buyouts in Europe for Lindsay Goldberg and Ripplewood. The Firm has also advised on the first “holdco” bond for a regulated business in Europe (BAA) and on ONO’s groundbreaking pass‑through SPV structure. We have also been involved in a number of other novel pay‑in‑kind (PIK) high‑yield bond offerings and loan facilities, such as those by Global Closure Systems, New Look, Sunrise Communications and Unilabs.

As the high‑yield market has reopened in 2009 following the financial crisis, the Firm has been involved in many of the key transactions, including Sappi’s debut high‑yield bond offering. We also represented the initial purchasers in connection with the senior secured high‑yield bond offering by CEVA Group Plc, one of the world’s largest integrated logistics companies. The London office also handled benchmark senior secured bond financings for Smurfit Kappa and Kerling and the innovative bond offering and concurrent rights and convertible offerings by Petroplus, as well as Infinis’ bond offering (the first dividend recap after the financial crisis). We structured on behalf of Akerys the first out‑of‑court restructuring of high‑yield bonds issued by a European company, and advised Yell plc in connection with its refinancing.

In 2016, Cravath has worked on high‑yield bond offerings for, among others, Atalian, BlueScope Steel, Braas Monier, Centene, INOVYN, LeasePlan, Lennar, Parex Group, Sappi and Verallia. The Firm also completed debt offerings for Credit Suisse, European Investment Bank, Shell, State of Israel and The State Treasury of the Republic of Poland. Moreover, Cravath also advised on the high‑yield bond financing for the leveraged buy‑out of SMCP by Shandong Ruyi and are advising on the high‑yield bond financing for the acquisition of the Sisal Group by CVC Partners.

In 2015, we advised on high‑yield bond offerings for, among others, AA Group, AerCap, Allegion, Cabot, Goodyear, Fiat Chrysler, Heidelberger Druckmaschinen, INEOS, Labco, Paternoster, Picard, Sappi, Smurfit Kappa, Sunrise Communications and Wagamama. The Firm also completed debt offerings for Actavis, Casa Cuervo, Credit Suisse, European Investment Bank, Mylan, Naspers, Pentair, Rogers Communications and Shell. Additionally, Cravath advised on the high‑yield bridge and bond financings for the leveraged buy‑outs of Hurtigruten by TDR Capital, Wittur by Bain Capital, Douglas by CVC, Verallia by Apollo, LeasePlan by TDR Capital, the combination of GFKL Financial Services and Lowell Group and a consent solicitation for Picard Groupe. We also advised Gala Coral on the financing aspects of the merger of its Coral business with Ladbrokes.

In 2014, we undertook high‑yield bond offerings for AerCap, ALAIN AFFLELOU, Birds Eye Iglo Group, Cabot Financial, CE Energy, CGG Veritas, C.M.C., Consolidated Minerals, Darty, EnQuest, Fiat Chrysler, GHD, HEMA, INEOS, Inmarsat, Inversiones CMPC, Johnston Press, Kaufman & Broad, Lowell, Mattamy Group, Ocean Rig, Ovako, Paroc Group, Pfleiderer, Premier Foods, Safari Holding, Smurfit Kappa, Taylor Morrison Communities, THOM Europe and Xella. We also completed debt offerings for AXIS Specialty Finance, Celulosa Arauco y Constitución, Colbún, Credit Suisse, DHT Holdings, E.CL, the European Investment Bank, Rogers Communications, Seaspan, The State Treasury of the Republic of Poland, Unilever and UTi Worldwide, and have advised Gala Coral on amendments to its senior credit agreement. We also advised on the high‑yield bridge and bond financings for the leveraged buy‑outs of CABB by Permira, ParexGroup by CVC, GEA’s Heat Exchanger business by Triton, IMO Car Wash Group by TDR Capital and Keepmoat by TDR Capital and Sun Capital.

In 2013, we completed high‑yield bond offerings for The AA Group, Atalian, BlueScope Steel, Cable Communications Systems, Cabot, CMA CGM, Empark, EWOS, FTE Automotive, Global Closure Systems, Heidelberger Druckmaschinen, INEOS, Infinis, ista, Labco, Lowell, Marlin, Naspers, New Look, NH Hoteles, Nuance Group, OdigeO, Office Depot de México, ONO, Picard Groupe, Reynolds Group, Sisal Holding, Smurfit Kappa, Sunrise Communications, Takko Fashion, TMM, Ultrapetrol, Unilabs, Verisure and Xella, among others. We were also involved in structuring the new paradigm for PIK secured deals in the European market in New Look, Unilabs and Global Closure Systems.