New York
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+1 212 848 8703
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+1 646 848 8703
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Joshua
W.
Thompson
Partner
Education
University of New South Wales, LL.B., summa cum laude
University of New South Wales, B.A.
Practice Joshua W. Thompson, deputy practice group leader of the Finance Group Americas, is resident in the New York office. He focuses his practice on complex financings, including acquisition financings and other leveraged lending (including leveraged buyouts, tender offers and other going private transactions), structured financings, second lien financings and mezzanine investments. In addition, he has extensive experience representing debtors, creditors, management and investors in complex restructurings, work-outs, bankruptcies and acquisitions of troubled companies. As counsel for lead arrangers and private equity sponsors, he is involved in all aspects of deal structuring, negotiation and documentation.
Josh also is the former general counsel of Jefferies Finance.
Experience
Josh has handled major transactions for financial institutions such as Bank of America Merrill Lynch, BNP Paribas, Credit Suisse, Deutsche Bank, Jefferies, Morgan Stanley, The Royal Bank of Canada, and The Royal Bank of Scotland, and for major private equity sponsors such as Veronis Suhler Stevenson. Some examples include his representation of:
- Jefferies Finance LLC as left joint lead arranger, co-book manager, administrative agent, collateral agent and swingline lender in connection with a $100 million term loan and a $25 million revolving credit facility for a leveraged equity sponsor acquisition of Physiotherapy Associates Holdings, Inc.
- Credit Suisse Securities (USA) LLC, as “left” joint lead arranger and joint bookrunner and as administrative agent, in connection with a complex refinancing (and related recapitalization) for DS Waters of America, Inc (DS Waters). This financing included a $365 million first lien term loan facility and $100 million second lien term loan facility. Both term loan facilities included delayed draw term mechanics. Additionally, a complex triple-layer intercreditor structure was negotiated among the first and second lien term loan secured parties as well as with the secured parties under a separate new asset-based revolving credit facility
- Credit Suisse Securities (USA) LLC, as sole lead arranger and as administrative agent, in connection with a $300 million term loan for Hawaiian Telcom Communications, Inc.
- Credit Suisse AG, Cayman Islands Branch, as sole lead arranger and as administrative agent, in connection with an amendment related to an $80 million tack-on term loan facility for Hyland Software, Inc.
- Jefferies Finance LLC, as administrative agent and co-lead arranger, in connection with a $280 million first lien financing, consisting of a $250 million term loan and $30 million revolver, and a $75 million second lien financing related to the merger of National Healing Corporation and Wound Care Holdings, leading providers of wound healing management and related products and services
- The Dow Chemical Company as borrower under a $5 billion senior unsecured revolving credit facility arranged by Citigroup Global Markets Inc. and HSBC Securities (USA), Inc.
- Jefferies Finance LLC as arranger, book manager, co-syndication agent, administrative agent and collateral agent in connection with $182.5 million first lien financing and a $105 million in second lien notes offering for El Pollo Loco, Inc.
- Bank of America, N.A. as administrative agent in connection with a $650 million asset-based revolving credit facility pursuant to an amendment of the amended and restated revolving credit agreement for Berry Plastics Group, Inc., Berry Plastics Corporation and the other subsidiaries of Berry Plastics Corporation
- Credit Suisse Securities (USA) LLC as lead arranger in connection with a $300 million five-year revolving credit facility for Rayonier Inc. and some of its principal subsidiaries
- Jefferies Finance LLC as lead arranger and administrative agent in connection with a $360 million senior secured financing for the acquisition of Sprouts Farmers Market, a privately owned chain of specialty grocery stores, by Apollo Global Management
- Jefferies Finance LLC as arranger, administrative agent, syndication agent, collateral agent and book manager in connection with a $240 million amended and restated first lien credit facility and a
$90 million second lien credit facility for Vision Solutions, Inc.
- Jefferies Finance LLC, as administrative agent, collateral agent and lead arranger, and Jefferies & Company, Inc., as sole lead arranger and sole bookrunning manager, in connection with the $425 million acquisition financing provided to BioScrip, Inc. to complete its acquisition of Critical Homecare Solutions Holdings, Inc., a leading provider of home infusion and home nursing products
- Jefferies Finance LLC as Lead Arranger in connection with senior secured credit facilities made available to PDGI Acquisition Corp. in order to consummate the two-step tender offer acquisition of all outstanding shares of PharmaNet Development Group, Inc., a global drug development services company providing a comprehensive range of services to the pharmaceutical, biotechnology, generic drug and medical device industries
- Jefferies Finance LLC, as administrative agent, collateral agent and lead arranger, in connection with the $200 million debt restructuring of Pegasus Solutions, Inc., a leading provider of technology and services to hotels and travel distributors
- Henry Schein, Inc., the largest provider of health care products and services to office-based practitioners, in connection with its new $400 million private placement shelf facilities with two insurance companies
- Veronis Suhler Stevenson (VSS) and its portfolio company, Advanstar Communications, in its agreement with lenders to eliminate approximately $385 million in second lien and mezzanine debt, in one of the largest voluntary cancellation of indebtedness out-of-court “workouts” completed in this economic cycle
- BNP Paribas and The Royal Bank of Scotland, as the Mandated Lead Arrangers, and Calyon, as Co-Arranger, in connection with the $2.9 billion international senior bridge facilities made available to Clayton, Dubilier & Rice, Inc., The Carlyle Group and Merrill Lynch to help finance their $16.7 billion acquisition of The Hertz Corporation from the Ford Motor Company
Selected Professional & Business Activities
- Clerkship: High Court of Australia, Justice W.M.C. Gummow
- Member, International Bar Association (Former Vice-Chair of Corporate Counsel Forum)
Bar Admissions/Qualifications
New York
New South Wales, Australia
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