David I. Bower

Biography

David I. Bower

David Bower joined Weil, Gotshal & Manges’ Washington DC office in 1994.

Mr. Bower represents clients in international taxation matters. His practice focuses on joint ventures, private equity funds, and a variety of international transactions. His practice areas include financing structures, the application of US anti-deferral regimes to international restructurings, and foreign investment in the United States.

As a result of his prior experience with the Internal Revenue Service, Mr. Bower is familiar with the regulatory and legislative process involving tax issues.

Key Representations

  • Macquarie Capital (USA) Inc.
    Term and Multicurrency Revolving Facilities for Sonneborn, LLC – Represented Macquarie Capital (USA) as joint bookrunner/book manager and joint lead arranger in $270 million term and multicurrency revolving facilities for Sonneborn, maker of high-purity specialty hydrocarbons for use in medical and personal products, to finance the acquisition of Sonneborn and related companies by One Equity Partners from Sun Capital Partners.
  • American Securities;AZ Chem US Inc.
    Term and Revolving Facilities for AZ Chem US – Represented leading biorefiner of pine chemicals, AZ Chem US, and its sponsor, American Securities, in $610 million term and revolving facilities for AZ with proceeds to be used, among other things, to finance a dividend recapitalization.
  • Syndicate of Lenders
    Dollar & Euro Revolving Facilities for CSLB and CSL – Represented Bank of America, Citi, Commerzbank London Branch, Deutsche Bank London Branch, HSBC Bank USA, HSBC Bank Plc, and Wells Fargo Bank in $430 and €155 revolving facilities for US and UK biopharmaceutical companies CSLB Holdings and CSL UK Holdings.
  • Providence Equity Partners LLC;Blackboard Inc.
    Acquisition Financing for Blackboard – Represented Providence Equity Partners and Blackboard in $1.23 billion first and second lien credit facilities in connection with Providence Equity's take private of Blackboard, a developer and licensor of e-learning, transaction processing, e-commerce and online community software applications and related services to education institutions in more than 60 countries.
  • Sumitomo Corp. of America
    Acquisition Financing for Arrow Aluminum – Represented Sumitomo Corp. of America as consortium member parent of Arrow Aluminum Acquisition (a consortium of Japanese companies, including Sumitomo, Furukawa Sky, Sumitomo Light Metal and ITOCHU) in its $430 million term and revolving financing related to Arrow’s acquisition of US-based Arco Aluminum, a supplier of rolled aluminum sheet used mainly in the production of beverage cans.
  • Medpace, Inc;CCMP Capital Advisors, LLC
    Acquisition Financing for Medpace – Counsel to CCMP Capital Advisors and Medpace, a full-service global clinical research organization, in $335 million term and revolving facilities for Medpace in support of its acquisition by CCMP.
  • Nordco Inc.
    Amendment & Restatement of Acquisition Financing – Represented railroad maintenance equipment manufacturer Nordco in an amendment and restatement of prior term, revolving and mezzanine financing in connection with its acquisition by OMERS Private Equity.
  • Falconhead Capital LLC;Extreme Fitness, Inc.
    New Term Financing for Extreme Fitness – Represented Canada-based fitness center owner/operator Extreme Fitness (a portfolio company of Falconhead Capital) in a new term credit facility for refinancing and other uses.
  • Oak Hill Advisors
    Investment in Avolon Aerospace – Represented Oak Hill Advisors in, together with other investors, a $250 million investment in Avolon Aerospace Limited, an Ireland-based aircraft leasing firm.
  • Darling International Inc.
    Acquisition Financing – Counsel to food processing by-products recycler Darling International in its $625 million term and revolving credit facilities to finance the acquisition of Griffin Industries, a recycler of cooking oil and bakery byproducts.
  • General Electric
    Tender Offer for Wellstream Holdings – US counsel to General Electric in its $1.3 billion cross-border tender offer for all outstanding shares of Wellstream Holdings, a UK provider of oil and gas transportation products and services for the subsea production industry.
  • American Securities LLC
    Acquisition Financing for Arizona Chemical – Represented American Securities, as sponsor, in term and revolving credit facilities in connection with its acquisition of a majority stake in Arizona Chemical, a leading biorefiner of pine chemicals.
  • Irving Place Capital Partners
    Senior Secured Notes Offering – Represented affiliates of Irving Place Capital Partners in the offering of $260 million of 9% Senior Secured Notes due 2017, the proceeds of which, along with an equity contribution of approximately $185 million, were used to finance the acquisition of Thermadyne Holdings Corporation, a manufacturer and marketer of metal cutting and welding products and accessories.
  • ISOLA USA Corp.
    Senior Secured Credit and Mezzanine Facilities – Represented ISOLA USA, leading maker of foundation materials for printed circuit boards, in its $385 million senior secured credit and mezzanine facilities and in the $60 million sale to the mezzanine lenders of 60% of the outstanding equity interests in TPG Hattrick Holdco, the indirect parent of ISOLA USA.
  • American Securities LLC
    Acquisition of Arizona Chemical – Represented American Securities in its acquisition of a majority stake in Arizona Chemical, a leading biorefiner of pine chemicals, from Rhone Capital.
  • TI Automotive Limited
    Term and Asset-Based Revolving Facilities – Counsel to TI Automotive Limited in the $200 million term and asset-based revolving facilities for TI Group Automotive Systems, manufacturer of automotive fluid storage and delivery systems.
  • Summit Partners
    Minority Acquisition of Acturis Limited – Advised Summit Partners on its acquisition of a minority stake in Acturis Limited, an award winning provider of insurance technology solutions to general insurance brokers, underwriters and affinity networks in the UK and abroad.
  • Chr. Hansen Holding A/S
    Initial Public Offering – Advised Chr. Hansen Holding, a global supplier of bioscience-based ingredients to the food, health and animal feed industries, on its $824 million initial public offering of shares and listing on the Nasdaq OMX Copenhagen. The offering was made by way of Danish and international institutional offerings (including a US private placement under Rule 144A) and a Danish retail offering.
  • THL Partners;Providence Equity Partners LLC;CCMP Capital Advisors LLC;Caisse de dépôt et placement du Québec;GE Private Equity;Quadrangle Group;others
    Senior Credit Facility Refinancing and PIK Investment for ONO and Cableuropa – Represented private equity sponsors THL Partners, Providence Equity Partners, CCMP Capital Advisors, Caisse de dépôt et placement du Québec, GE Private Equity and Quadrangle Group in, together with other shareholder vehicles, the €200 million PIK investment into Grupo Corporativo ONO and the €3.6 billion senior credit facility refinancing for ONO and its subsidiary, Cableuropa, Spain-based cable television and telecommunications providers.
  • OMERS Private Equity
    Acquisition Financing – Represented OMERS Private Equity in certain financings related to its acquisition of United States Infrastructure Corporation, a provider of locating and marking services for underground utilities.
  • Goldman Sachs Credit Partners L.P.
    Acquisition Financing – Represented Goldman Sachs Credit Partners in $175 million senior secured revolving and term and $90 million senior subordinated term credit facilities for Ability Acquisition to fund acquisition of ATI Enterprises Inc., provider of post high school vocational training, by private equity firm BC Partners.
  • General Electric Capital Corporation
    Asset-Based Revolving Facility – Represented General Electric Capital Corporation in a $300 million asset-based revolver for commodity chemical and building and home improvement products manufacturer Georgia Gulf Corporation and its subsidiary, Royal Group, for working capital, capital expenditures and expenses in connection with the financing and the issuance of new senior secured notes.
  • Brookfield Properties Corporation
    Acquisition of San Francisco Office Building – Represented Toronto-based real estate investment trust Brookfield Properties in its foreclosure on 333 Bush St., a 543,000-square-foot office building in San Francisco.
  • Brookfield Asset Management Inc.; Brookfield Infrastructure Partners L.P.
    Restructuring of Babcock & Brown Infrastructure – Represented Brookfield Asset Management and Brookfield Infrastructure Partners in their $1.1 billion investment in Babcock & Brown Infrastructure (now Prime Infrastructure), owner of transportation and utility assets worldwide, as part of a recapitalization of Babcock & Brown Infrastructure which also included purchase of a 49.9% economic interest in Dalrymple Bay Coal Terminal, in Queensland, Australia, and assumption of 100% of PD Ports, a leading ports business in northeast England.
  • IFCO Systems N.V.
    High Yield Bond Issue – Advised logistics services provider IFCO Systems on its launch of a new €200 million high yield bond issue, the proceeds of which will be used to refinance IFCO’s €110 million senior secured notes and roll over its €65 million revolving credit facility.
  • OMERS Private Equity
    Private Equity Acquisition – Represented OMERS Private Equity in its acquisition of railroad track and maintenance equipment manufacturer Nordco Inc. from affiliates of The Riverside Company.
  • Providence Equity Partners LLC
    Acquisition of eTelecare Global Solutions – Represented Providence Equity Partners in its approximately $263 million acquisition, with Ayala Corporation, by tender offer of dual-listed eTelecare Global Solutions, a Philippine company focusing on business process outsourcing solutions listed in both the US and the Philippines.
  • Advent International Corporation
    Acquisition of Aeropuertos Dominicanos Siglo XXI, S.A. – Represented Advent International Corporation in the acquisition of Aeropuertos Dominicanos Siglo XXI, S.A.
  • Advent International Corporation
    Acquisition Financing for Advent Airports Dominicana, S.A. and Aeropuertos Dominicanos Siglo XXI, S.A. – Represented Advent International Corporation in financing the acquisition of Aeropuertos Dominicanos Siglo XXI, S.A.
  • GlobeOp Financial Services S.A.
    Initial Public Offering by GlobeOp Financial Services S.A. – Represented GlobeOp Financial Services S.A. in its initial public offering.
  • Formica Corporation
    Sale of Formica Corporation – Advised Formica Corporation (a portfolio company of Cerberus Capital Management and Oaktree Capital Management) in connection with its $700 million sale (excluding performance-based payments) to Fletcher Building Ltd.
  • Providence Equity Partners LLC; The Carlyle Group
    Acquisition of APN News & Media Limited – Advised Providence Equity Partners and The Carlyle Group, as part of a consortium comprising Providence, Carlyle and Independent News & Media PLC, on their proposed $2.95 billion acquisition of APN News & Media Limited, Australia’s fourth-largest media company.
  • Caisse de depot et placement du Quebec
    Acquisition of Laureate Education Inc. – Represented Caisse de depot et placement du Quebec, as a member of an investor group led by Douglas Becker (founder and CEO), in the $3.82 billion going private acquisition of Laureate Education Inc.
  • Lion Capital LLP
    Sale of Materne – Advised Lion Capital Partners LLP in the sale of Materne, a leading French manufacturer of compote, jams, and industrial preserves, to Activa Capital.
  • Lion Capital LLP
    Acquisition of American Safety Razor Company – Advised Lion Capital in connection with its $625 million acquisition of American Safety Razor Company Inc. from J.W. Childs Associates.
  • WL Ross & Co. LLC
    Acquisition of 6.8 Million Shares of Montpelier Re Holdings – Advised WL Ross & Co. LLC in connection with its $100 million investment in Bermuda reinsurer Montpelier Re Holdings Ltd.
  • PMC-Sierra, Inc.
    Acquisition of Passave Inc. – Represented PMC-Sierra, Inc. in its $300 million acquisition of Passave, Inc.
  • Collins Stewart Limited; Bear, Stearns International Limited
    IPO of Peach Holdings, Inc. – Represented Collins Stewart Limited and Bear, Stearns International Limited (as Joint Lead Managers) in the £120 million IPO of Peach Holdings, Inc.
  • EnergySolutions, LLC
    Acquisition of Duratek, Inc. – Advised EnergySolutions (a portfolio company of Lindsay Goldberg) in connection with its going private acquisition of Duratek, Inc.
  • Eton Park Capital Management
    Formation of Joint Venture Bermuda Reinsurer – Advised Eton Park Capital in establishing an alternative investment vehicle to establish a Bermuda reinsurer.
  • Alfa, S.A. de C.V.; Hylsamex, S.A. de C.V.
    Sale of Hylsamex, S.A. de C.V. – Represented Alfa and Hylsamex in the $2.25 billion sale of Hylsamex to Grupo Techint.
  • Providence Equity Partners LLC
    Acquisition of a Majority Interest in Survey Sampling International, LLC – Represented Providence Equity Partners in its $365 million acquisition of Survey Sampling International.
  • Summit Partners
    Acquisition of Actix Limited – Advised Summit Partners on its acquisition of Actix Limited.
  • Emergent Genetics; HM Capital Partners
    Sale of Emergent Genetics, Inc. – Represented HM Capital Partners LLC in the $300 million sale of Emergent Genetics, Inc. to Monsanto Company.
  • Activant Solutions Inc.
    Acquisition of Speedware Corporation Inc. – Represented Activant Solutions Inc. in the acquisition of Speedware Corporation Inc.
  • DLJ Merchant Banking; CCMP Capital Advisors LLC; THL Partners; Bain Capital
    Acquisition of Warner Chilcott – Represented a consortium including DLJ Merchant Banking, CCMP Capital Advisors LLC, THL Partners and Bain Capital in its £1.615 billion going private acquisition of Warner Chilcott Plc.
  • Applied Materials, Inc.
    Acquisition of Metron Technology – Represented Applied Materials, Inc. in its acquisition of Metron Technology.
  • Molson, Inc.
    Merger of Equals Between Molson, Inc. and Adolph Coors Company – Represented Molson, Inc. in its $6.7 billion merger of equals with Adolph Coors Company.
  • THL Partners
    Acquisition of Progressive Moulded Products Limited – Represented THL Partners in its acquisition of Canadian-based Progressive Moulded Products, manufacturer of dashboard components and other plastic injection molding products.
  • American Capital
    Acquisition of SynOdys Group SA – Represented American Capital in the acquisition of SynOdys Group SA from Acland Capital Investissement SAS. 

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