Syndicated credit transactions and “club deals” involve significant and unique issues not present in typical bi lateral credit arrangements.  These issues affect both borrowers and lenders, as well as the various arrangers, agent banks and other persons (such as swing line lenders and letter of credit fronting banks) party to these transactions.

The Team regularly advises arrangers, agent banks, lenders and borrowers in connection with a wide variety of syndicated credit transactions and “club deals” both within the United States and abroad.  Our engagements typically commence at the term sheet stage, followed by the commitment letter stage, formal documentation, and closing, and continue on through administrative and compliance matters.  In addition to advising on the legal issues involved, the Team provides added value in the form of advice regarding the “market” and market practices for various credit products and facilities.

Set forth below is a list of engagements that illustrate our experience:

  • Represented The Bank of New York Mellon, as administrative agent, in connection with side by side $1,250,000,000 five year and $500,000,000 364 day senior unsecured syndicated revolving credit facilities for CVS Caremark Corporation, a large national retail pharmacy and pharmacy benefit management company. These facilities were for general corporate purposes and to support commercial paper and acquisitions.
  • Represented Monsanto Company as the borrower in a $2,000,000,000 unsecured syndicated revolving credit facility agented by JPMorgan Chase Bank, N.A. and Citibank, N.A.  The purpose of the facility was for general corporate purposes, including working capital, acquisitions, capital expenditures, refinancing and commercial paper backstop.
  • Represented JPMorgan Chase, as administrative agent, in connection with a $1,000,000,000 syndicated credit facility for The Allstate Corporation, Allstate Insurance Company and Allstate Life Insurance Company.
  • Represented The Bank of Nova Scotia, as administrative agent, in connection with a $600,000,000 senior secured revolving credit facility to Aberdeen Asia-Pacific Income Fund, Inc.  The purpose of the facility was to redeem outstanding auction rate securities issued by the fund.
  • Represented the borrower in connection with a $440,000,000 senior and subordinated syndicated credit facility to fund the acquisition and renovation of a major office building in New York City.  The transaction was one of the largest property acquisitions in New York City in 2008.
  • Represented The Bank of New York Mellon, as administrative agent, in connection with a $300,000,000 multi-currency senior unsecured syndicated revolving credit facility for Tiffany & Co. The purpose of this facility was to provide global credit availability in multiple currencies for general corporate use.
  • Represented a U.S. bank, as administrative agent, in connection with $292,000,000 of first lien/second lien senior secured credit facilities for a privately held cable television company.
  • Represented private equity investors Starwood Energy Group and Tyr Capital in the leveraged acquisition of a 250 MW portfolio of five electric generating facilities in California through a $123,400,000 syndicated senior secured revolving credit and term loan credit facility with Sumitomo Mitsui Banking Corporation. Transaction was awarded “North American Portfolio Financing Deal of the Year 2006” by Project Finance Magazine.
  • Represented Terex, a manufacturer and distributor of heavy construction equipment, in connection with a $900,000,000 senior secured credit facility.
  • Represented institutional asset management firm, as administrative agent, in a $9,500,000 senior secured construction and term loan facility for a landfill gas to natural gas project facility located in Georgia.
  • Represented a U.S. bank, as administrative agent, in connection with a committed $250,000,000 senior syndicated letter of credit facility for a nationally recognized investment manager.  The purpose of this facility was to rescue a troubled money market fund with significant SIV (structured investment vehicle) exposure.
  • Represented Sigma Aldrich as the borrower in connection with a $600,000,000 senior unsecured syndicated credit facility.
  • Represented a U.S. bank, as administrative agent, in connection with a committed $225,000,000 senior unsecured syndicated revolving credit facility for over 80 registered mutual funds in a large, nationally recognized fund complex. The purpose of this facility was to provide liquidity.
  • Represented the portfolio company of a leading hedge fund in connection with an $80,000,000 syndicated secured credit facility led by a major U.S. bank.  The purpose of this facility was to purchase class III gaming devices and to finance the costs of constructing a hotel.
  • Represented a U.S. bank as administrative agent in connection with a committed $300,000,000 senior unsecured syndicated revolving credit facility for 20 pooled investment funds, including registered funds, domestic unregistered funds, and UCITS, in each case advised by internationally recognized affiliated fund managers. The purpose of this facility was to provide liquidity for redemptions.
  • Represented Compass Minerals as the borrower in connection with a $550,000,000 senior secured syndicated credit facility.
  • Represented a major timberland REIT in connection with a $212,000,000 senior secured syndicated loan and a $160,000,000 secured mezzanine loan to finance a timberland acquisition.
  • Represented a U.S. bank as administrative agent in connection with a $300,000,000 syndicated secured term loan facility to  a major  homebuilder, condominium developer and real estate services company.
  • Represented a U.S. bank, as administrative agent, in connection with a $29,000,000 senior secured syndicated term loan and a $100,000,000 senior secured syndicated revolving credit facility to finance a residential development.
  • Represented a U.S. bank, as administrative agent, in connection with the senior secured syndicated revolving credit facilities totaling $60,000,000 to a second-home residential developer.
  • Represented a U.S. bank, as administrative agent, in connection with a $465,000,000 syndicated revolving and term loan credit facility for a company in the timber, mineral rights and residential/mixed use real estate development business, to finance its corporate spin-off and to provide working capital.
  • Represented a U.S. bank, as administrative agent, in connection with a $100,000,000 senior secured syndicated revolving credit facility to an urban residential developer.
  • Represented a U.S. bank, as administrative agent, in connection with a $100,000,000 senior secured revolving credit facility and a $125,000,000 senior secured term loan to a residential development company.
  • Represented a multinational technical paper and specialty products manufacturer in connection with its $210,000,000 senior secured syndicated revolving credit facility.
  • Represented a leading carpet and flooring manufacturer in connection with its $400,000,000 unsecured syndicated credit facility.

If you would like more information about Bryan Cave’s Syndicated Lending Team, please call one of our the team leaders, Matt D’Amico at 212-541-1270.