Heather L. Emmel

Biography

HEATHER EMMEL
Heather Emmel is a partner in Weil’s Capital Markets practice and is based in New York. Heather primarily represents private equity and corporate clients globally in debt offerings (including high yield debt, mezzanine debt and investment grade debt), equity offerings (including IPOs and SPACs) and other capital markets transactions across a variety of industries. She has wide-ranging experience in acquisition and leveraged finance transactions and cross-border and other complex securities offerings. She also represents issuers and investment banks in structuring and executing innovative liability management transactions.
In addition, Heather has represented underwriters in a variety of securities offerings and has represented bidders, target companies and private equity funds in connection with public and private mergers, acquisitions and dispositions in both a private sale and auction context (including leveraged buyouts), venture capital financing and proxy contests.

Recent Representations

  • Ad Hoc Holders of 2019 Notes Issued by Cobalt International Energy, in Cobalt's $617 million exchange of convertible senior notes for new second lien senior secured notes and common stock and its $500 million issuance of new first lien senior secured notes.
  • AI Candelaria S.L.U. (a portfolio company of Advent International Corporation), a holding company the sole asset of which is a 22% stake in Oleoducto Central S.A. (Ocensa), in a $50 million 144A senior secured notes add-on offering.
  • American International Group, Inc. in its $1.4 billion secondary offering of common shares of Springleaf Holdings, Inc. (n/k/a OneMain Holdings, Inc.) (a subsidiary of Fortress Investment Group).
  • American Securities in a $500 million offering of senior 144A notes by Air Methods Corporation, to finance in part American Securities' $2.5 billion take-private acquisition of Air Methods.
  • Berkshire Partners and OMERS Private Equity in a $570 million senior unsecured notes offering to finance the acquisition of Husky Injection Molding Systems (n/k/a Husky IMS International Ltd.).
  • Blackboard, Inc. (a portfolio company of Providence Equity Partners LLC) in its $365 million senior notes offering; its $378 million offering to exchange second lien senior secured notes for any and all senior notes of an earlier maturity; and its $250 million offering of second lien 144A notes to refinance existing indebtedness.
  • Brookfield Property REIT Inc., a public security that offers economic equivalence in a U.S. REIT stock to its parent, Brookfield Property Partners, L.P., in a $1 billion senior secured 144A notes offering to repay borrowings under existing credit facilities.
  • CCMP Capital Advisors in a $330 million senior notes offering to finance its acquisition of The Hillman Group; a $200 million senior notes offering to finance its acquisition of Eco Services; and a $275 million senior secured notes offering to finance its acquisition of Milacron.
  • Centerbridge Partners in a $225 million senior notes offering to finance its substantial minority investment in syncreon Holdings Limited.
  • ChampionX Corporation (f/k/a Apergy Corporation) in its tender offer to purchase up to $100 million of its senior secured notes.
  • Citi, as sole book-running manager, in the $345 million initial public offering of ScION Tech Growth II, a SPAC sponsored by an affiliate of ION Group.
  • GameStop Corporation in its $415 million private senior secured notes exchange offer and related consent solicitation.
  • General Growth Properties (n/k/a GGP, Inc.) in its historic $2.3 billion equity offering to fund its emergence from bankruptcy, one of the largest equity offerings by a REIT and the only such offering effectively undertaken while the issuer was in chapter 11.
  • General Growth Properties (n/k/a GGP, Inc.) and its subsidiary Rouse Properties, Inc. in its spinoff to its shareholders of 100% of the voting stock of Rouse. Rouse Properties, a newly formed REIT that held a portfolio of retail properties previously owned by GGP, became an independent corporation listed on the New York Stock Exchange.
  • Getty Images Inc. in its $300 million senior secured 144A notes offering to refinance existing indebtedness.
  • The Gores Group in the $750 million initial public offering of Gores Guggenheim, Inc., a SPAC sponsored by sponsored by affiliates of Gores and Guggenheim Capital.
  • Gores Guggenheim, Inc., a SPAC sponsored by affiliates of The Gores Group and Guggenheim Capital, in its pending $20 billion business combination with Polestar Performance AB.
  • Gores Holdings III, Inc., a SPAC sponsored by The Gores Group, in its $400 million initial public offering.
  • Gores Holdings III, Inc., a SPAC sponsored by The Gores Group, in the $220 million private placement of common shares of Pacific Architects and Engineers, Inc. (PAE) to finance the business combination of Gores Holdings III and PAE.
  • Gores Holdings IV, Inc., a SPAC sponsored by The Gores Group, in its $425 million initial public offering.
  • Gores Holdings IV, Inc., a SPAC sponsored by an affiliate of The Gores Group, in its $16.1 billion business combination with United Wholesale Mortgage, LLC (UWM).
  • Gores Holdings V, Inc., a SPAC sponsored by The Gores Group, in its $525 million initial public offering.
  • Gores Holdings VI, Inc., a SPAC sponsored by The Gores Group, in its $345 million initial public offering.
  • Gores Holdings VII, Inc., a SPAC sponsored by The Gores Group, in its $620 million initial public offering.
  • Gores Holdings VIII, Inc., a SPAC sponsored by The Gores Group, in its $345 million initial public offering.
  • Gores Metropoulos, Inc., a SPAC sponsored by Gores Metropoulos Sponsor LLC, in its $400 million initial public offering.
  • Gores Metropoulos II, Inc., a SPAC sponsored by Gores Metropoulos Sponsor LLC, in its $450 million initial public offering.
  • Gores Metropoulos II, Inc., a SPAC sponsored by Gores Metropoulos Sponsor II LLC (an affiliate of The Gores Group and Dean Metropoulos), in its $2.2 billion business combination with Sonder Holdings.
  • Gores Technology Partners II, Inc., a SPAC sponsored by The Gores Group, in its $460 million initial public offering.
  • Gores Technology Partners, Inc., a SPAC sponsored by The Gores Group, in its $275 million initial public offering.
  • INC Research, LLC (n/k/a Syneos Health, Inc.) (a portfolio company of Avista Capital Partners and Ontario Teachers’ Pension Plan) in its $173 million initial public offering and Avista Capital Partners and Ontario Teachers’ Pension Plan, as selling shareholders, in aggregate $1.1 billion secondary offerings and buybacks of common shares of INC.
  • IQVIA Holdings Inc. in a $705 million underwritten secondary offering via block trade of approximately 5 million common shares, 1 million of which IQVIA repurchased and in a $745 million underwritten secondary offering via block trade of approximately 6 million common shares, 2 million of which IQVIA repurchased.
  • Kronos Acquisition Holdings Inc. (a portfolio company of Centerbridge Partners), as the parent of KIK Custom Products, Inc., in its $390 million senior notes offering to finance in part its acquisition by Centerbridge; its $1 billion 144A/Reg S offering of senior and senior secured notes, simultaneously with an amended $900 million senior secured term facility, to refinance existing indebtedness and for other corporate purposes; and KIK Custom Products, Inc. in $500 million of add-on senior secured notes offerings and its $235 million add-on senior 144A notes offering to refinance existing indebtedness.
  • Lantheus Holdings, Inc. (a portfolio company of Avista Capital Partners) in its initial public offering.
  • Maxim Integrated Products, Inc., in its $500 million offering of investment grade, senior unsecured notes.
  • Milacron Holdings Corp. (a portfolio company of CCMP Capital Advisors) in its $286 million initial public offering and in a $465 million senior notes offering to finance its acquisition of Mold-Masters Limited.
  • OMERS Private Equity in a $405 million offering of senior notes to finance its acquisition of The Kenan Advantage Group, Inc.
  • PQ Corporation (a portfolio company of CCMP Capital Advisors) in a $625 million senior secured 144A offering in connection with the reorganization and combination of PQ and Eco Group Services Holdings LLC (also a portfolio company of CCMP Capital Advisors).
  • Thomas H. Lee Partners in a $700 million senior notes offering to finance its acquisition of a majority stake in Party City.
  • Tops Markets, LLC, in, upon its emergence from bankruptcy, the issuance to its secured creditors of $100 million senior secured second lien PIK notes that, together with the issuance to such creditors by its new parent, Tops Markets Corporation, of 560,000 common shares, resulted in cancellation of $560 million of debt held by such creditors.
  • Trebia Acquisition Corp., a SPAC sponsored by affiliates of Trasimene Capital Management and Bridgeport Partners, in its $518 million initial public offering, together with a $75 million forward purchase agreement with an affiliate of Cannae Holdings, Inc.
  • Underwriter in the $300 million initial public offering of TS Innovation Acquisitions Corp., a SPAC sponsored by an affiliate of Tishman Speyer Properties, L.P.

Heather is recognized as a leading lawyer for Capital Markets: Debt & Equity by Chambers USA, where clients note “she is thorough, thoughtful and good to work with.” She is also recognized as a “Highly Regarded” lawyer for Capital Markets: Debt, Equity and High-Yield Debt in the U.S. by IFLR1000 and has been recommended for Capital Markets: Equity and High-Yield Debt by Legal 500 US. Heather was shortlisted in the “Best in Capital Markets: Equity” category for Euromoney Legal Media Group’s Americas Women in Business Law Awards for 2020.

Heather received her J.D., magna cum laude, from Southern Methodist University Dedman School of Law where she was an articles editor for the Southern Methodist University Law Review, an M.S.T. from San Jose State University, and a B.A. from the University of California - Santa Barbara. Prior to law school, Heather was a Certified Public Accountant in the State of California.

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