Debt
Weil represents private equity sponsors, financial institutions, and corporate issuers on their most complex and challenging debt securities offerings.
Weil advises both issuers and underwriters in their most significant matters, with substantial experience on all types of public and private debt transactions, including:
- High yield debt
- Investment grade debt
- Private placements
- Acquisition financing
- Tender/exchange offers
We frequently collaborate with lawyers in our Banking & Finance, Private Equity and M&A practices to advise clients on bridge financings backed by bond offerings in the context of both leveraged and investment grade acquisition financings.
Selected Representations
High Yield
AMC Entertainment Holdings, Inc.
- AMC Entertainment Holdings, Inc. in its $950 million issuance of first lien 144A / Reg S senior secured notes to refinance existing indebtedness.
- AMC Entertainment Holdings, Inc., in offering of $414 million of 6.00% / 8.00% cash / payment-in-kind (PIK) toggle senior secured exchangeable notes due 2030 by a subsidiary of AMC.
Avolon Holdings Funding Limited
Avolon Holdings Funding Limited in a $2 billion exchange offer for senior unsecured notes.
AYR Wellness Inc.
AYR Wellness Inc., as issuer, in connection with its plan of arrangement, which included the issuance $243 million of 13.0% Senior Secured Notes due 2026, 34,988,120 subordinate voting shares and 23,046,067 warrants to purchase subordinate voting shares.
CBL & Associates Properties
CBL & Associates Properties (d/b/a CBL Properties) in its $455 million senior secured notes and $150 million senior secured exchangeable notes in connection with its emergence from chapter 11.
Clarios Global LP
The initial purchasers, in connection with Clarios Global LP (a subsidiary of Brookfield Business Partners and Brookfield Asset Management) upsized $750 million offering of 6.750% senior secured notes due 2028.
Clayton, Dubilier & Rice
Carestream Dental Technology Parent Limited (a portfolio company of Clayton, Dubilier & Rice) in its $185 million offering of senior unsecured payment-in-klnd (PIK) convertible notes due 2031 in connection with restructuring its debt.
Core Scientific, Inc.
Core Scientific, Inc. in the issuance of its $150 million senior secured notes offering due 2028 and its $260 million secured convertible notes offering due 2029 in connection with its emergence from Chapter 11.
Diversified Healthcare Trust
Diversified Healthcare Trust in a $941 million offering of zero coupon senior secured notes due 2026.
Dye & Durham Corporation
Goldman Sachs, as representative of the initial purchasers, in a $555 million senior secured notes offering by Dye & Durham Corporation to refinance existing indebtedness and repurchase some or all of Dye & Durham's outstanding 2026 debentures.
Howden Group Holdings Ltd
Howden Group Holdings Ltd in its debut offering of $1 billion 7.250% senior secured notes and $500 million 8.125% senior notes to refinance existing indebtedness.
Iron Mountain Incorporated
Iron Mountain Incorporated in its $1.2 billion offering of senior unsecured 144A / Reg S notes to repay existing indebtedness.
KIK Consumer Products Inc
KIK Consumer Products Inc. (a portfolio company of Centerbridge Partners, L.P.) in a 144A / Reg S offering of $550 million 8.25% senior secured notes due 2031 and $450 million of 10.75% senior notes due 2032, to repay existing indebtedness and to pay a dividend to equityholders.
Occidental Petroleum Corporation
- TD Securities, HSBC, JPMorgan, MUFG Securities and another financial institution, as lead dealer managers, in a $4.6 billion tender offer for certain outstanding fixed rate senior notes of multiple series of Occidental Petroleum Corporation
- A financial institution, as a joint-lead dealer manager, in a $2.8 billion tender offer for certain outstanding fixed rate senior notes of multiple series of Occidental Petroleum Corporation
Talen Energy Corporation
Talen Energy Corporation and Talen Energy Supply, LLC in a $1.2 billion 8.625% senior secured notes due 2030 and $1.4 billion common stock rights offering to finance the restricting of their debts and emergence from Chapter 11 bankruptcy.
Royal Caribbean Cruises Ltd.
- A financial institution, as representative of several initial purchasers, in a $2 billion 144A/Reg S offering of senior notes due 2033 by Royal Caribbean Cruises Ltd.
- Morgan Stanley, as representative of the several initial purchasers, in a $1.5 billion 144A/Reg S offering of senior notes by Royal Caribbean Cruises Ltd. to repay existing indebtedness.
- A financial institution, as representative of several initial purchasers, in a $1.25 billion 144A/Reg S offering of senior unsecured notes by Royal Caribbean Cruises Ltd.
Investment Grade
Avolon Holdings Limited
- Avolon Holdings Limited in a $1.15 billion 144A offering of senior notes by Avolon Holdings Funding Limited, a direct wholly owned subsidiary of Avolon.
- Global Aircraft Leasing Co., Ltd., an affiliate of the Bohai and the parent of Avolon Holdings Limited, in its $1.1 billion senior secured 144A / RegS notes offering to refinance existing indebtedness.
- Avolon Holdings Limited, in a $1 billion 144A offering of senior notes by Avolon Holdings Funding Limited, a direct wholly owned subsidiary of Avolon.
The Estée Lauder Companies Inc.
The Estée Lauder Companies Inc. in its $650 million offering of investment grade senior unsecured notes.
Hasbro, Inc.
J.P. Morgan Securities LLC, Scotia Capital, Inc., and other financial institutions, as representatives of the underwriters, in a $500 million offering of senior unsecured notes by Hasbro, Inc. to redeem or repay outstanding indebtedness.
Keurig Dr Pepper Inc.
Goldman Sachs, J.P. Morgan Securities, Mizuho, and another financial institution as representatives of the underwriters, in a $3 billion investment grade senior notes offering for Keurig Dr Pepper Inc., consisting of: (i) $350 million aggregate principal amount of floating rate senior notes due 2027; (ii) $750 million aggregate principal amount of senior notes due 2027; (iii) $750 million aggregate principal amount of senior notes due 2029; (iv) $500 million aggregate principal amount of senior notes due 2031; and (v) $650 million aggregate principal amount of senior notes due 2034.
The Kroger Co.
The Kroger Co. in a $10.5 billion offering of 4.600% Senior Notes due 2026, 4.700% Senior Notes due 2027, 4.650% Senior Notes due 2029, 4.900% Senior Notes due 2031, 5.000% Senior Notes due 2034, 5.500% Senior Notes due 2054 and 5.650% Senior Notes due 2064 to finance a portion of the merger between The Kroger Co. and Albertsons Companies Inc.
McCormick & Company, Inc.
Truist, Wells Fargo, and another financial institution as representatives of the underwriters, in $500 million offering of senior notes by McCormick & Company, Inc. to repay previous indebtedness.
Occidental Petroleum Corporation
J.P. Morgan, MUFG, SMBC Nikko and another financial institution, as representatives of the underwriters, in a $5 billion offering of 5.000% senior notes due 2027, 5.200% senior notes due 2029, 5.375% senior notes due 2032, 5.550% senior notes due 2034 and 6.050% senior notes due 2054 by Occidental Petroleum Corporation.
Owens Corning
- Morgan Stanley, Wells Fargo Securities, and other financial institutions as representatives of the underwriters, in a $2 billion offering of 5.500% senior notes due 2027, 5.700% senior notes due 2034 and 5.950% senior notes due 2054 by Owens Corning.
- Morgan Stanley and Wells Fargo Securities, as dealer managers, in Owens Corning’s tender offer and related consent solicitation in connection with its acquisition of Masonite International Corporation and offer to purchase of $500 million of Masonite’s 5.375% senior notes due 2028.
Sensata Technologies, Inc.
Goldman Sachs, Morgan Stanley, Mizuho Securities USA, RBC Capital Markets, and other financial institutions as initial purchasers, in a $500 million offering of senior unsecured notes by Sensata Technologies, Inc.
S&P Global Inc.
Goldman Sachs, J.P. Morgan, Mizuho Securities and the other initial purchasers, in a $5.5 billion issuance of senior unsecured 144A / Reg S notes by S&P Global Inc. to refinance existing indebtedness.
TE Connectivity plc
- TE Connectivity plc (f/k/a TE Connectivity, Ltd.), through its wholly owned subsidiary Tyco Electronics Group S.A., as issuer, in a $1.25 billion commercial paper program.
- TE Connectivity Ltd., through its wholly owned subsidiary Tyco Electronics Group S.A., as issuer, in a $350 million issuance of senior notes due 2030.
TPG Inc.
- TPG Inc. in its $600 million senior unsecured notes offering to repay existing indebtedness.
- TPG Inc. in its $400 million junior subordinated notes offering to repay existing indebtedness.
Tyson Foods, Inc.
Morgan Stanley & Co. and another financial institution, as representatives of the underwriters, in a $1.5 billion offering of 5.400% Senior Notes due 2029 and 5.700% Senior Notes due 2034 by Tyson Foods, Inc.
The Williams Companies, Inc.
- Truist, Wells Fargo, and other financial institutions, as representatives of the underwriters, in a $2.1 billion offering of senior notes by The Williams Companies, Inc.
- Deutsche Bank, J.P. Morgan, Mizuho and Morgan Stanley, as joint book-running managers and representatives of the underwriters, in a $1.5 billion investment grade bond offering of The Williams Companies, Inc.
- PNC, RBC, SMBC, and another financial institution as representatives of the underwriters, in a $1.5 billion offering of 4.800% senior notes due 2029, 5.150% senior notes due 2034 and 5.800% senior notes due 2054 by The Williams Companies, Inc.
Willis Towers Watson PLC
Willis North America Inc. (a subsidiary of Willis Towers Watson PLC) in its $750 million senior unsecured notes offering to repay existing indebtedness.