Heather Waters Borthwick is a partner in the firm’s Bank Finance group in New York. Heather’s experience includes advising leading financial institutions, commercial and investment banks, direct lenders, private equity firms and corporate borrowers on a broad range of financing matters. These include syndicated and direct lending leveraged acquisition financings (both domestic and cross-border), asset-based financings and investment grade lending transactions, debtor in possession financings and exit financings.

Before joining Shearman & Sterling, Heather was a partner at White & Case LLP and she also previously served as assistant general counsel for an international media corporation.

• Representation of JPMorgan Chase Bank, N.A., as Administrative Agent,on a $645 million financing for One Rock portfolio company, CentroMotion, consisting of a $420 million term loan facility, a $125 million delayed draw term loan facility and a $100 million asset based revolving credit facility to finance the acquisition of Carlisle Brake & Friction
• Representation of Bank of America, N.A., as Administrative Agent, on a $1.12 billion financing for ConnectWise, LLC (a Thoma Bravo portfolio company) consisting of a $1.05 billion initial term loan facility and a $70 million multicurrency revolving credit facility to refinance its loans under a previous credit agreement
• Representation of UBS, as first lien and second lien Administrative Agent, on a $1,150 million financing for the acquisition of Medrisk by CVC, consisting of a $750 million first lien term loan facility, a $100 million first lien revolving credit facility and a $300 million second lien term facility
• Representation of Tikehau Capital, as lender, on a first lien term loan facility, for the acquisition of Prollenium Medical Technologies Inc. by Archimed through the acquisition of all the issued and outstanding equity interests of its parent
• Representation of Jefferies Finance LLC, as Administrative Agent as Administrative Agent, on a $935 million financing for Aspect Software Parent Inc., consisting of a $610 million first-lien term loan, a $75 million revolving credit facility and a $250 million second-lien term loan, to finance the acquisition of Aspect Software and Noble Systems Corporation by ABRY Partners
• Representation of UBS AG, Stamford Branch, as Administrative Agent, on a $215.0 million Term Loan facility, and subsequent amendment, for AHF Parent Holding, Inc. to finance the acquisition of AHF Parent Holding, Inc. by Paceline Equity Partners (Starboard Merger Company, LLC).
• Representation of Deutsche Bank as administrative agent in connection with the restatement of Neiman Marcus Group LLC’s $900 million asset-based revolving credit facility in September 2019, the documentation and negotiation of a $100 million first-in-last-out (FILO) provided by TPG under the restated credit agreement and various restructuring transactions in connection therewith.  Following Neiman’s filing for Chapter 11 bankruptcy protection in May 2020, representation of Deutsche Bank and the ABL lenders with respect to a debtor-in-possession (DIP) facility and a cash collateral order*
• Representation of a consortium comprising Brookfield Infrastructure and its institutional partners and GIC, as private equity sponsors, in the financing of the $8.4 billion leveraged acquisition of Genesee & Wyoming Inc.  The transaction resulted in G&W becoming a privately held company.  This deal was awarded “Private Equity Deal of the Year” by IFLR for 2019*
• Representation of Oaktree Capital Management with respect to the provision of a $2.45 billion DIP facility to Latam Airlines Group, S.A.*
• Representation of Riverstone Credit Partners in connection with a secured term loan to a UK private limited liability company*
• Representation of Deutsche Bank as lead arranger in connection with a $2.8 billion senior secured credit facility for ON Semiconductor Corporation to support the acquisition of Fairchild Semiconductor International, Inc.*
• Representation of Calpine Corporation in connection with its revolving credit facility and multiple senior secured term loan facilities*
• Representation of Deutsche Bank as lead arranger in connection with Trans Union LLC’s $1.9 billion senior secured term loan facility and its senior secured revolving credit facility*
• Representation of Deutsche Bank as lead arranger in connection with a $3.0 billion multicurrency revolving facility for Ball Corporation to support the acquisition of Rexam PLC.*

*Denotes prior firm experience