Shearman And Sterling

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Special Situations & Capital Solutions

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Shearman & Sterling’s Special Situations and Capital Solutions team of partners works across practice groups to develop innovative solutions to capital structure and other complex problems. Each member of our special situations interdisciplinary team—including Capital Markets, Leveraged Finance and Direct Lending, Restructuring, Litigation, Mergers & Acquisitions and Tax—has the expertise to address the issues that arise in this unique context and spends a substantial amount of their time working with many of the world’s leading hedge funds, private equity funds, direct lenders, CLOs and other institutional investors.

This dedicated special situations team provides our clients with solutions supported by our legal expertise in many jurisdictions where we practice across the globe, including financial centers of the U.S., Europe and Asia. Our global footprint enables us to serve clients worldwide and uniquely positions us to handle cross-border issues.

Examples of the types of representations that benefit from our approach to special situations include:

  • Liability management exercises to reduce or modify indebtedness through exchange offers and debt buybacks
  • Out of court balance sheet restructurings
  • New money capital raises, including through private loans, note offerings and equity rights offerings
  • Acquisitions of distressed companies and assets
  • Equity-linked transactions, including preferreds, convertibles and PIPE transactions
  • Leveraged recapitalizations
  • Rescue Financings
  • Litigation risk assessments and mitigation

Our team analyzes the nuances of complex credit structures to help our clients structure creative solutions. Clients benefit from our global expertise and 360-degree approach, which ensures that our clients have a command of the legal rights that drive each special situation. We identify opportunities to enhance securities and other investments and help our clients maximize recoveries, protect their interests and make informed investment decisions.

Capital solutions often involve multiple investors with differing and sometimes conflicting interests. Our team advises clients on litigation risks and, where needed, provides full-service litigation and trial advocacy services to resolve disputes arising in the context of a special situation or capital solution transactions.

The special situations team is led by a partner that is a former investment banker and hedge fund professional and includes members of our Financial Restructuring & Insolvency, Leveraged Finance, Capital Markets, M&A, Tax and Litigation practices.

Loans & Private Credit 

Our Banking & Finance practice is among the most active of all law firms in the U.S. market. We represent lenders in syndicated loans, direct loans and other private credit transactions. 

Clients turn to us for our in-depth understanding of the business and legal considerations involved in leveraged credits, opportunistic credits and distressed situations so that they can successfully navigate challenging matters and meet their commercial objectives.

We are fluent in all forms of financing transactions and have experts around the world who are creative in structuring solutions that meet the differing goals, sensitivities and business objectives of each client.

Our interdisciplinary team can provide the full suite of transactional and advisory support through the life cycle of a special situations deal, including new financings, amendments, bespoke refi and rescue financings, forbearance agreements and restructurings.

Direct Lending & Private Capital

  • Representation of leading alternative lenders, including hedge funds and alternative capital providers
  • Specialty finance lending by public and private companies, including BDCs
  • Club direct lender deals

Leveraged Finance

  • Acquisition Financings
  • Leveraged Buyouts
  • Secured Financings
  • First, Second, Mezzanine and Other Multi‑Tranche Lien Structures
  • Complex Intercreditor Issues
  • Asset‑Based Financings
  • Hedge Fund Finance
  • Merger and Tender Offer Financings
  • Leveraged Recapitalizations
  • DIP Financing
  • Exit Financing
  • Equity Bridges
  • Complex Debt Restructurings
Financial Restructuring 

We represent a broad range of clients, such as financial institutions, BDCs/direct lenders, hedge funds, corporate debtors in various industries, ad hoc committees and buyers and sellers of distressed assets, on all aspects of financial restructuring matters related to special situations.  In addition to our cross-border capabilities, we provide local financial restructuring advice on matters specific to the jurisdictions in which our lawyers practice.

Our team has deep experience with pre-bankruptcy liability management transactions, such as exchange offers, addressing coercive or dilutive transactions, including asset transfers to unrestricted subsidiaries, non-pro rata transactions and other attempts to divide creditors, financing for distressed companies both in court (DIP financing and exit financing) and out-of-court (e.g., superpriority rescue financing and defensive financings), distressed M&A and 363 sales, and crafting transactions that preserve business relationships with key stakeholders.

We also have experience with a wide range of remedies, including Article 9 foreclosure, deed-in-lieu of foreclosure, ABCs, receivership and, if needed out-of-court restructuring and bankruptcy.

Mergers & Acquisitions 

Our Special Situations M&A team members work with investors seeking to acquire stressed or distressed businesses through loan-to-own, preferred equity, acquisitions, 363 sales and other investment strategies.  We regularly advise acquirors, sellers and financial sponsors and their respective financial advisors on transactions of all sizes and degrees of complexity.

Our clients benefit from unmatched advice and client service through focused structuring, negotiation and execution and we draw upon our experience to deliver strategic, tactical and technical advice.  From complex cross-border transactions to exclusively local deals, clients leverage our technical expertise, local knowledge and international network to help accomplish their business goals.

Spectrum of advice

  • Stressed/Distressed M&A: Distressed M&A transactions present unique opportunities, risks and deal terms.Our clients leverage our expertise in both restructuring and M&A to support them on due diligence, structuring and negotiations through the closing of distressed M&A transactions.
  • Special Situations: Some transactions involve unique complexity, special financing structures, atypical risks or other features that make the consummation of a regular way M&A transaction difficult to achieve. Our breadth of experience in all forms of M&A and creative problem solving gives us a strong toolbox to facilitate successful special situation M&A transactions.
  • 363 Sales: Our team has extensive experience advising acquirors, including stalking horse purchasers, at all stages of section 363 sale transactions in bankruptcy. We are particularly focused on helping our clients strategically position themselves in the bidding and auction process, negotiating bid protections for stalking horse purchasers that are effective within the confines of the in-court process, and seeking appropriate termination rights.
Litigation 

Capital solutions are often implemented in layered capital structures with investors holding conflicting interests. Risk of conflict is high.

We assess litigation risks and costs in complex, multi-party disputes and help our clients make informed judgments.

Our team works to bridge negotiation gaps and develop transaction frameworks that facilitate the settlement of disputes, folding the resolution of disputes into the transactional process as much as possible.

Sometimes, however being prepared with a credible litigation alternative is necessary, either to avoid litigation and facilitate a transactional solution or to execute a litigation alternative.

Where needed, we provide the full suite of litigation and trial advocacy services to our clients in special situation and capital solution transactions. 

Cross-Border & Non-US Transactions 

We Have A Deep Bench of Experts in London Who Are Dedicated to Complex Financial Restructurings and Distressed Investments

Our London Financial Restructuring & Insolvency practice has many years of experience representing a wide range of clients, both on the debtor and the creditor side, on the full spectrum of complex cross-border restructuring matters and special situations investments.

Our London team works closely with lawyers in the U.S., U.K., France, Germany, Italy and the Middle East, leveraging expertise across products, sectors and industries, to deliver creative and effective solutions for our clients and to preserve value.

We work in partnership with our clients, combining a commercial approach, our technical expertise and our understanding of the legal, political and business landscapes in which our clients operate.

Our Top-Tier London Finance Practice Means We are Uniquely Placed to Assist in Implementing the Most Complex Liability Management and Restructuring Matters

Our Financial Restructuring & Insolvency team works closely with our market-leading Finance and Capital Markets practices.  We have extensive experience across debt products, including high-yield bonds, derivatives, structured products, leveraged finance structures and private credit.  We apply that expertise to create and deliver practical solutions to the issues that our clients face in distressed scenarios and special situations.