Frank Adams is a partner in Weil's Capital Markets practice and is based in New York. He has wide-ranging experience in acquisition and leveraged finance transactions and high yield debt, cross-border and other complex securities offerings. He also represents issuers and investment banks in structuring and executing innovative liability management transactions. He regularly represents U.S. public companies in corporate governance and other board level matters, securities law compliance and disclosure matters.
Frank is recognized as a “Highly Regarded” lawyer for Capital Markets: Debt & Equity in the U.S. by IFLR1000. He is also recommended for Capital Markets: High-Yield Debt by Legal 500 US, where clients note he is “intelligent, commercial and practical in negotiations” and he “knows the market and is able to guide on the best course of action in any given situation.”
Frank's transactional experience includes:
- Iron Mountain Incorporated, a REIT and provider of storage and information management services, in private offerings aggregating $3.5 billion pursuant to Rule 144A of senior unsecured notes to repay existing indebtedness and its $750 million offering of senior unsecured 144A / Reg S notes to finance its acquisition of ITRenew, Inc.
- Black Knight, Inc. (BK), 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 pursuant to Rule 144A of senior unsecured notes by its subsidiary, Black Knight InfoServ, LLC, to finance BK's acquisition of Optimal Blue Holdings, LLC.
- Campbell Soup Company in its $5.3 billion senior unsecured fixed and floating rate notes offering to, in part, finance its $6.1 billion acquisition of Snyder’s-Lance, Inc.; its $1.2 billion waterfall tender offer for repurchase of certain senior notes and $500 million redemption of certain other senior notes to reduce outstanding indebtedness; and its $1 billion senior unsecured notes offering to reduce outstanding indebtedness.
- Johnson & Johnson, a multi-national manufacturer of pharmaceutical, diagnostic, therapeutic, surgical and biotechnology products, in numerous offerings, including a multi-tranche $7.5 billion senior unsecured notes offering to, primarily, finance its acquisition of Momenta Pharmaceuticals, Inc.; a multi-tranche $4.5 billion senior notes offering; and its U.S. and euro-commercial paper programs.
- 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.
- Fidelity National Financial, Inc. (FNF) in a $650 million senior notes offering to repay, primarily, debt incurred in connection with an acquisition; a $600 million senior unsecured notes offering to repay, primarily, debt incurred in connection with FNF's $2.7 billion acquisition of FGL Holdings; and a $450 million senior unsecured notes offering.
- 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 public company backed by an investor consortium led by THL Partners, Cannae Holdings, Black Knight and CC Capital), 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 unsecured 144A / Reg S notes offering by its subsidiary, Dun & Bradstreet Corporation, to redeem in full certain of its senior first lien notes.
- Arrival Ltd., a manufacturer of lightweight commercial electric vehicles, in its $320 million offering of senior unsecured 144A/Reg S green convertible notes, concurrently with its $354 million follow-on offering of ordinary shares, to generate operating capital.
- ChargePoint Holdings, Inc. in a $324 million underwritten secondary offering of 13.8 million 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 both predecessor shares of common stock and of convertible notes claims, all pursuant to a Weil-led pre-packaged plan of reorganization under chapter 11 that eliminated approximately $800 million of corporate debt.
- Johnson & Johnson Innovation - JJDC, Inc. (the strategic venture capital arm of Johnson & Johnson), an investor in emerging health care, life science and technology businesses, as the selling shareholder in a $51 million secondary offering of shares of Achillion Pharmaceuticals Inc., a biopharmaceutical company that develops solutions for infectious diseases.
- Basic Energy Services, Inc., a provider of well site services to oil and natural gas drilling and producing companies, in an exchange of $775 million aggregate principal amount of unsecured notes due 2019 and 2022 for new common shares in Basic, as reorganized, and a $125 million rights offering of mandatorily convertible PIK notes which, under the terms of their issuance, were automatically converted into new common shares in Basic.
- ATI Physical Therapy Inc. (a publicly traded company backed by Advent International), an outpatient physical therapy provider, in its $165 million private issuance of preferred shares and warrants, to refinance existing indebtedness.
- Tidewater Inc. in its $125 million tender offer for repurchase of senior secured notes and related consent solicitation.
- 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, pursuant to which up to $230 million of 7.00% senior notes due 2021 may be exchanged for shares of common stock, and in related governance arrangements and shareholder approvals.
- Morgan Stanley and Citi, as joint book running managers, in the $2.4 billion notes offering by Harris Corporation, a maker of communications equipment for defense, government, broadcast and wireless applications, to finance in part its proposed $4.75 billion acquisition of Exelis, Inc., a developer of information systems for aerospace, defense, surveillance, air traffic and cyber security applications.
- The Walt Disney Company in numerous offerings, including its $1.3 billion senior notes offering; its $4 billion U.S. and Euro medium term notes and commercial paper programs; and its $1 billion senior notes offering on September 17, 2001, which re-opened the U.S. capital markets after the September 11 tragedies.
- Citi, Goldman Sachs, Morgan Stanley and other major financial institutions, as joint book running managers, in a $525 million high yield bond offering for HealthSouth Corporation, an owner and operator of inpatient rehabilitative hospitals.
- 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.
Awards and Recognition, Speaking Engagements, Guides and Resources, Latest Thinking, Firm News & Announcements
Awards and Recognition
- Frank Adams Recognized as a “Highly Regarded” Lawyer for Capital Markets: Debt & Equity in the U.S. Award Brief — IFLR1000
- Frank Adams Recommended for Capital Markets: High-Yield Debt Award Brief — Legal 500 US
- Form 8-K Triggering Events Alert — PDF — November 2022
- SEC Proposes Changes to Shareholder Proposal Rule 14a-8 Alert — Governance & Securities — By Adé Heyliger and Bianca Lazar — PDF — July 22, 2022
- SEC Proposes Broad Changes for SPACs and De-SPACs Alert — Governance & Securities — By Frank R. Adams, James R. Griffin, Adé Heyliger, Alexander D. Lynch and Steven Bentsianov — PDF — April 08, 2022
Firm News & Announcements
- Weil Advised NEOGEN Corporation in its $5.3B Combination with the Food Safety Business of 3M Deal Brief — September 01, 2022
- Weil Advises ChargePoint Holdings, Inc. on Acquisition of has-to-be GmbH Deal Brief — July 23, 2021