Yair Y. Galil is of counsel in the New York office of Gibson Dunn, where he is a member of Gibson Dunn’s Global Finance Practice Group and Business Restructuring and Reorganization Practice Group, as well as of the firm’s Environmental, Social and Governance (ESG) Practice Area.

He has represented a variety of clients – including sponsors, issuers, financial institutions and investment funds – in complex financing transactions. The business contexts for these transactions have ranged from corporate finance (including sustainability-linked credit facilities), to leveraged acquisitions and dividend recaps, to debt buybacks and other out-of-court capital restructuring transactions, to debtor-in-possession and bankruptcy exit financings. Yair also frequently performs credit analyses on a borrower’s debt instruments and advises on vulnerabilities and potential restructuring approaches.

Yair earned his Juris Doctor in 2004 from Columbia Law School, where he was a James Kent Scholar and an Alexander Hamilton Fellow, and served on the editorial board of the Columbia Business Law Review. He received his M.B.A. from Columbia Business School in 2004 and was elected to Beta Gamma Sigma. Prior to commencing his graduate studies, Yair served from 1996 to 2000 in the Israeli Defense Forces, in which he holds the rank of captain. He graduated from Columbia College as Salutatorian of the class of 1996, with a Bachelor of Arts degree, summa cum laude, in Economics and Political Science, and was elected to Phi Beta Kappa. Prior to joining Gibson Dunn, Yair was an associate in the New York office of Jones Day.

He is admitted to the New York Bar. He is fluent in Hebrew.

Recent Representative Transactions Include:

Private Equity Representations

• MidOcean Partners: Represented MidOcean Partners in numerous financings, including financing for the leveraged acquisitions of Questex and Florida Food Products.
• Littlejohn & Co.: Represented Littlejohn & Co. in connection with credit facilities to finance its leveraged acquisitions of PlayPower and Brown Jordan International.
• Investcorp: Represented Investcorp in numerous financings, including financing for its leveraged acquisitions of Paper Source and Health Plus Management, and refinancing for portfolio company Polyconcept.
• Center Oak Partners: Represented Center Oak Partners in connection with acquisition financing for Wetzel’s Pretzels.
• Evergreen Coast Capital Partners: Represented Evergreen Coast Capital Partners in connection with financing for the take private acquisition of Gigamon and financing for portfolio company ASG Technologies.
• Trilantic Capital Partners: Represented Trilantic Capital Partners in connection with senior secured credit facilities to finance its acquisition of United Subcontractors.
• J.H. Whitney Capital Partners: Represented J.H. Whitney Capital Partners in connection with senior secured credit facility to finance its acquisition of C.J. Foods.

Public Company Representations

• Merck: Represented Merck in connection with financing related to the successful spinoff of Organon & Co.
• Xylem: Represented Xylem in connection with a multi-billion dollar financing package for its acquisition of Sensus, and in connection with a first-of-its-kind sustainability-linked $800 million revolving credit facility.
• Marriott International: Represented Marriott in connection with a $3.5 billion bridge loan commitment incurred to support its acquisition of Starwood Hotels & Resorts, and with subsequent corporate financings.
• Textron: Represented Textron in connection with a $700 million bridge facility and a $500 million term loan facility to finance its acquisition of Beechcraft.
• MetroPCS Wireless: Represented MetroPCS Wireless in connection with its issuance of $3.5 billion senior notes in advance of its business combination with a national mobile phone carrier, the issuance by the combined company of an additional $11.2 billion of senior notes to Deutsche Telekom, and the incurrence by the combined company of a $500 million working capital facility.
• Huntington Ingalls Industries: Represented Huntington Ingalls Industries in connection with its $1.225 billion senior credit facilities and $1.2 billion of senior notes incurred in conjunction with its spinoff from Northrop Grumman, and with subsequent corporate financings, including $1.05 billion term loan facilities in connection with its acquisition of Alion Science and Technology.

Distressed/Restructuring Representations

• Technicolor, S.A.: Represented secured lenders holding over $600 million in debt issued by French media company Technicolor S.A. in its successful cross-border restructuring.
• Brookstone: Represented Brookstone Holdings Corp. in debtor-in-possession financing for its Chapter 11 bankruptcy proceeding; the Brookstone bankruptcy was recognized as the 2018 “Restructuring Deal of the Year” at the inaugural The Deal Awards Middle Market.
• iHeart Communications: Represented an ad hoc group of bondholders representing approximately $2 billion of debt issued by iHeart Communications, Inc.
• Travelport Holdings Limited: Represented holdco lenders in connection with the out-of-court restructuring of a $715 million loan to Travelport Holdings Limited.

Selected Publications:

• Co-Author, “INSIGHT: The Next Big Thing in Green Finance – Sustainability-Linked Loans,” Bloomberg Law (May 16, 2019).
• Co-Author, “New Guidelines Boost Sustainability-Linked Lending,” Law360 (March 27, 2019).
• Co-Author, “Mezzanine Financing – Payment Subordination Agreements,” Bloomberg Law (April 17, 2018).
• Co-Author, “‘All Assets’ First-Lien/Second-Lien Intercreditor Agreements,” Bloomberg Law (March 2018).
• Co-Author, “Loan Covenant Checklist:  Restricted Payments,” Practical Law Company (January 2015).
• Co-Author, “Letter of Credit Migration,” Practical Law Company (July 2011).
• Co-Author, “Lien Subordination and Intercreditor Agreements,” 25 Review of Banking & Financial Services No. 5, at 49 (May 2009).
• Author, “MAC Clauses in a Materially Adversely Changed Economy,” 2002 Columbia Business Law Review, 846 (2002).

Selected Speaking Engagements:

• “The Role of ESG in Capital Markets,” Gibson Dunn CLE Webinar (May 19, 2022).
• “Evaluating Key Intercreditor Arrangements: First Lien/Second Lien, Split Collateral, Senior/Mezzanine, Unitranche,” Strafford Live CLE Webinars (January 13, 2022).
• “Sustainability-Linked Loans and Sustainability-Linked Bonds – Trends and Perspectives,” LSTA Webinar (July 29, 2021).
• “Investment Grade Versus Leveraged Loans: Overview and Structuring,” Thomson Reuters Practical Law (June 1, 2020).
• “Investment Grade Versus Leveraged Loans: Covenants and Pricing,” Thomson Reuters Practical Law (June 1, 2020).
• “Lender Protections in Purchase Agreements,” Strafford Live CLE Webinars (August 8, 2019).
• “Intercreditor Claims and Agreements In and Out of Bankruptcy,” Lorman Education Services – Live Webinar (March 19, 2018).
• “Secured Lending: Negotiating and Interpreting Best Efforts, Ordinary Course of Business, and Anti-Assignment Provisions,” Strafford Live CLE Webinars (March 2, 2017).