Frank R. Adams

He is a core member of the Firm’s Liability Management and Strategic Capital Solutions team, and represents issuers, creditors and investment banks in structuring and executing innovative liability management transactions. He is engaged in multiple, ongoing confidential representations of public companies, private companies (including portfolio companies), sponsors, creditors and other stakeholders in their evaluation of liability management options and capital structure solutions.

He also regularly represents U.S. public companies in securities law compliance and disclosure matters and is a member of the Firm’s opinion committee.

Frank is recognized as a “Highly Regarded” lawyer for Capital Markets: Debt & Equity in the U.S. by IFLR1000. He was also recommended for Capital Markets: High-Yield Debt and Debt Offerings by Legal 500 US, where clients note he “has proven to be an established individual in the market, who knows the best course of action and who skillfully navigates all processes. He demonstrates a strong level of sophistication and commercial awareness.”

Frank’s transactional experience includes:

• Fossil Group, in its widely publicized, innovative cross-border restructuring, which involved a senior secured revolving credit facility refinancing, a targeted U.K. Part 26A restructuring plan addressing a tranche of maturing unsecured notes, launched concurrently and “stapled” to an SEC registered exchange offer, consent solicitation and capital raising transaction, enabling the company to restructure its debt capital while maintaining the Nasdaq listing of its common equity and avoiding a traditional Chapter 11 process.
• A lender in connection with a $2.5 billion new money financing at an SPV of DISH DBS, DISH Network’s pay-TV business, the sale of DISH DBS to DirecTV and comprehensive $9.75 billion exchange offer of five series of DISH DBS notes for new DirecTV notes in connection with the acquisition of DISH DBS by DirecTV.
• HPS Investment Partners, acting as existing term lender to Envision Healthcare Corp, one of the nation’s largest medical group management services organizations, and new first- and second-lien lender to Amsurg, the ambulatory surgery division of Envision, in connection with Envision's out-of-court recapitalization transactions.
• Acacia Research Corporation in a comprehensive recapitalization of its Series A Warrants, Series B Warrants, Preferred Stock and Senior Notes, and a concurrent Common Stock rights offering.
• Tidewater Inc. in a strategic tender offer and consent solicitation to modify terms of negotiated high yield senior secured notes.
• An ad hoc group of noteholders of Ascent Resources Utica Holdings, a natural gas exploration and production company, in its offer to exchange $925 million of senior notes for a combination of second lien term loans and new senior notes.
• Six Flags Entertainment Corporation, in the unique financing structure and related notes consent solicitation, for the merger of equals of Six Flags and Cedar Fair, that preserved intact seven separate series of high yield notes previously issued by the predecessor entities.
• Six Flags Entertainment Corporation, North America's largest regional amusement park operator in its offering of $1.0 billion aggregate principal amount of 8.625% senior notes due 2032, to refinance existing indebtedness.
• Neogen Corporation, a developer, manufacturer and marketer of a diverse line of products and services dedicated to food and animal safety, in a $350 million offering of high yield notes, issued as part of the financing for the $5.3 billion combination of Neogen with the Food Safety business of 3M in a Reverse Morris Trust transaction.
• Johnson & Johnson, a multi-national manufacturer of pharmaceutical, diagnostic, therapeutic, surgical and biotechnology products, in multiple offerings of US-dollar and euro denominated senior notes exceeding $35.0 billion aggregate principal amount, to finance acquisitions, to refinance existing indebtedness and for other general corporate purposes, and in its U.S. and euro-commercial paper programs.
• The Campbell’s Company, a manufacturer and marketer of high-quality, branded food and beverage products, in multiple offerings of notes exceeding $10.0 billion aggregate principal amount, to finance acquisitions, to refinance existing indebtedness and for other general corporate purposes, in a $1.2 billion waterfall tender offer for repurchase of certain senior notes to reduce outstanding indebtedness and in its commercial paper program.
• Iron Mountain Incorporated, a REIT and provider of records management, digital solutions, data center operations and asset lifecycle management solutions, in multiple offerings of US-dollar, euro and sterling denominated high yield notes exceeding $9.0 billion aggregate principal amount, to finance acquisitions, to refinance existing indebtedness and for other general corporate purposes.
• Fidelity National Financial, Inc., in multiple offerings of senior notes exceeding $1.5 billion aggregate principal amount, to finance acquisitions, to refinance existing indebtedness and for other general corporate purposes.
• Talen Energy, a power generation and infrastructure company, in its Chapter 11 plan of reorganization, including its issuance of $1.2 billion of senior secured notes due 2030 as part of its exit financing.
• The Home Depot, Inc. in its multi-tranche, $2 billion notes offering, to repay commercial paper issued to finance Home Depot's acquisition of GMS Inc.
• CPPIB Credit Investments III Inc., as an investor, in a private placement of $1 billion aggregate principal amount of Senior Notes due 2031 issued by Blackstone Private Credit Fund.
• Black Knight, Inc., a provider of integrated software, data and analytics solutions to the mortgage and consumer loan, real estate and capital markets verticals, in a $1 billion private offering of senior unsecured notes by its subsidiary, Black Knight InfoServ, LLC, to finance BK's acquisition of Optimal Blue Holdings, LLC.
• WPX Energy, Inc., an oil and gas E&P company with operations in the Permian Basin in Texas and New Mexico and the Williston Basin in North Dakota, in its $900 million senior unsecured notes offering to finance in part its acquisition of Felix Energy, LLC.
• Vantage Drilling International, a provider of offshore oil and natural gas well drilling services, in its private offering to existing creditors of $76 million senior secured second lien notes and $750 million step-up senior subordinated secured third lien convertible notes, as part of a pre-packaged plan to emerge from bankruptcy.
• General Electric Capital Corporation in a $36 billion issuance by GE Capital International Funding Company (a finance subsidiary of GECC) of senior unsecured dollar- and pounds sterling-denominated notes pursuant to a private exchange offer for more than 120 series of outstanding GECC debt securities – the largest corporate debt exchange offer in history.
• Dun & Bradstreet Holdings, Inc., a supplier of data and analytics solutions and insights that are used in making commercial credit and other business decisions, in a $460 million senior notes offering by its subsidiary, Dun & Bradstreet Corporation, to redeem in full certain of its senior first lien notes.
• ChargePoint Holdings, Inc. in a $324 million underwritten secondary offering of shares of ChargePoint common stock.
• Ditech Holding Corporation (f/k/a Walter Investment Management Corp.), a diversified mortgage banking firm, in its issuance of $250 million in new second lien notes and $100 million in mandatorily convertible preferred stock to holders of senior notes claims and its issuance of warrants and shares of successor common stock to holders of shares of common stock and of convertible notes claims, all pursuant to a pre-packaged plan of reorganization under chapter 11.
• Carestream Dental Technology Parent Limited in its $185 million offering of senior unsecured PIK convertible notes due 2031 in connection with an out-of-court restructuring its debt.
• Approach Resources Inc., an independent energy company focused on the exploration, development, production and acquisition of unconventional oil and gas reserves in the Midland Basin of the greater Permian Basin in West Texas, in a unique private debt for equity exchange and exempt public debt for equity exchange offer for outstanding senior notes, and in related governance arrangements and shareholder approvals.
• The Walt Disney Company in numerous offerings, including its $1 billion senior notes offering on September 17, 2001, which re-opened the U.S. capital markets after the September 11 tragedies.
• Polkomtel S.A., one of the largest mobile telecommunications operators in Poland, and affiliated companies in numerous financings, including a dual tranche offering of high yield notes, comprising €543 million and $500 million senior notes, an offering of $200 million PIK notes and the related bridge and permanent loan facilities – these financings constituted part of the financing for the $6 billion acquisition of Polkomtel by Spartan S.A., for which the finance deal team was selected Finance Team of the Year at the 2012 UK Legal Business Awards.
• CET 21 spol. s r.o. and its parent, Central European Media Enterprises Ltd., a leading media and entertainment company in Central and Eastern Europe, in CET 21’s €170 million senior notes offering and a concurrent senior secured revolving credit facility to refinance existing indebtedness – the first secured high yield bond issued from the Czech Republic.
• Central European Distribution Corporation, an integrated spirit beverages business, in numerous equity, equity-linked and debt offerings, including $1.2 billion concurrent equity and senior notes offerings, to finance, among other things, the acquisition of the Russian Alcohol Group; and in the company’s dual listing on NASDAQ and the Warsaw Stock Exchange and initial public offering – the first-ever U.S. SEC-registered and European Union Prospectus Directive compliant equity offering.
• Lottomatica S.p.A., the Italian lottery operator and gaming company, in its €1.4 billion equity rights offering and its issuance of €750 million interest deferrable step-up capital securities, which constituted part of the financing for Lottomatica’s acquisition of GTECH Holdings Corporation – at the time, the largest-ever acquisition in the United States by an Italian company.
• Weather Investments, Wind and affiliated companies in the €2 billion bridge, high-yield and PIK financing for the €12 billion leveraged buyout of Wind, an Italian telecommunications provider – the transaction was named “European Debt & Equity-Linked Deal of 2005” by International Financial Law Review.