Global Finance
High Yield and Mezzanine Debt
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A significant part of the Firm's global finance practice  involves the representation of underwriters, initial purchasers or issuers in high yield debt transactions. Our experience includes Rule 144A deals, publicly registered deals and secured and unsecured transactions. In addition to senior and subordinated high yield debt, the firm also has worked on transactions involving the issuance of exchangeable preferred stock.

Gibson Dunn lawyers that are part of the Firm's high yield group include approximately 35 attorneys, mostly located in the firm's New York, Los Angeles and London offices, as well as our other domestic offices. The group has handled high yield transactions in a wide range of industries, including gaming, telecommunications, consumer products, banking, printing, healthcare, REITs, retail and homebuilding. The collateral in the secured transactions the firm has handled has included real estate and personal property of various types, including hotels, ships and aircraft.

Unlike a number of other law firms active in high yield transactions, Gibson, Dunn & Crutcher LLP is active on both the issuer and the underwriter side. Our representation of issuers in these transactions is an outgrowth of our diversified client base, particularly buyout firms and a large number of medium-sized companies throughout the United States and abroad. These firms and companies tend to be growth-oriented and very active in mergers and acquisitions and capital markets transactions generally.

In recent years, a significant percentage of the high yield transactions the group has handled have included commitments from the lead initial purchasers or placement agents for high yield bridge facilities. While in the large majority of transactions definitive documentation for the bridge facility is never prepared (since the bridge is never drawn), we have experience with the negotiation and preparation of definitive documentation for these transactions. Our experience includes documenting the exchange of bridge loans for so-called "exchange notes" which are issued under high yield indentures.

During the last several years, a new market has developed for the placement of subordinated debt securities to a very limited number of institutional investors in "private private" transactions. The documentation for these "mezzanine" transactions differs substantially from the standard high yield. In addition, a market has been developing for so-called "PIPES" transactions, typically private placements of convertible securities issued by public companies. The firm has had significant experience with each of these types of transactions.

Gibson Dunn has been heavily involved in consent solicitations, tender offers and exchange offers involving high yield securities, both in the United States and in Europe. These transactions are often, although not always, part of an overall restructuring of the issuer's balance sheet. In several cases our group has handled, an exchange offer was executed as a substitute for a bankruptcy filing. Many of the U.S. transactions have been structured under Securities Act section 3(a)(9). In a notable recent deal, the Firm handled the first English-law governed transaction in Europe in which outstanding high yield notes were restructured pursuant to an agreement with an ad hoc committee of note holders.