Jennifer McWhaw
Partner
Debt Finance
Overview
Jennifer McWhaw is a debt finance partner in the New York office of Kirkland & Ellis LLP. Jennifer represents borrowers, sponsors, direct lenders, distressed investors and creditors in a wide range of corporate finance transactions, including secured borrowings, private credit transactions, high-yield issuances, liability management transactions, rescue financings, restructurings, DIP and exit financings and other special situations matters.
Experience
Representative Matters
Since joining Kirkland, Jennifer's representative experience has included:
- Centerbridge portfolio company Medical Solutions, a provider of healthcare staffing services, in a consensual liability management transaction involving over $1.8 billion of funded debt effectuated through dropdown and exchange transactions
- Revelstoke portfolio company Upstream Rehabilitation, a physical therapy platform company, on a complex junior capital raise and consensual liability management transaction involving $1.1 billion of debt
- Multi-Color Corporation, a leading global provider of prime label solutions, on its Chater 11 filing and debtor-in-possession and exit financings
- Quest Software, a global leader in data management, identity security, and platform modernization, in a drop-down and double-dip financing that resulted in over $200 million of discount capture
- Apax Partners portfolio company Tosca Services, LLC, a leader in reusable plastic packaging, in an opportunistic transaction described by a prominent commentator as a novel “capital raising ‘A&E with LME technology’” that extended $700 million of debt and raised $100 million of new liquidity
- Ardagh Group S.A. (AGSA), one of the world’s largest metal and glass packaging companies, in a liability management transaction which addressed AGSA’s near-term senior secured bond maturity
- ABRY portfolio company Alvaria, a multinational software company selling call center and customer experience software technology, in a liability management transaction involving a dropdown of intellectual property into a non-guarantor restricted subsidiary and an exchange of existing first lien and second lien debt into newly issued secured debt of the non-guarantor restricted subsidiary, further backed by a double dip secured intercompany loan
- Partners Group portfolio company Eyecare Partners, LLC, a leading national provider of clinically integrated eye care, in a liability management transaction that significantly enhanced the company’s liquidity, deleveraged its balance sheet, reduced annual debt interest expense and extended debt maturities. The transaction included a $275 million new-money investment into a super senior debt tranche and an uptier exchange of more than 98% of existing first lien term loans, 100% of existing revolving commitments and more than 91% of existing second lien term loans that captured significant debt discount
- Telesat, a leading Canadian satellite operator, in connection with a distribution of a portion of the equity in its LEO satellite business
- Oaktree Capital in connection with a borrowing base loan to B Riley
- L Catterton portfolio company West Marine, a leading retailer of boating and related products, in connection with liability management transactions and its in-court restructuring
- Red Robin Gourmet Burgers, Inc. in connection with various financings
- QualTek Services Inc., a provider of infrastructure services and renewable energy project solutions to the North American telecommunications and power industries, in connection with its Chapter 11 debtor-in-possession financing and first lien term loan, second lien term loan, third lien term loan and ABL exit credit facilities
- David’s Bridal, the nation’s largest provider of wedding gowns and other special occasion apparel, in its Chapter 11 cases with approximately $260 million of funded debt
- Anywhere Real Estate Inc. in an “up-tier” bond exchange of approximately $800 million of existing unsecured notes for approximately $640 million of new 7.00% senior secured second lien note
- Nielsen & Bainbridge, LLC (d/b/a NBG Home), supplier of home décor and home good, in its prearranged Chapter 11 restructuring
- CURO Group Holdings Corp. (NYSE: CURO), in a liability management transaction that effectuated an uptier exchange of 68.2% or $682.3 million of its 7.5% second-lien notes into new 7.5% 1.5-lien notes and a contemporaneous $150 million new money first-lien term loan financing provided by noteholders that participated in the exchange
- BasePoint Capital, a New York-based diversified specialty finance group, as DIP financing providers to NextPoint Financial Inc., the ultimate parent
Prior to joining Kirkland, Jennifer’s representative experience included:
- An ad hoc group of term loan lenders in connection with a $806 million exit financing in the prearranged chapter 11 case of Covia Holdings Corporation, a leading provider of diversified mineral-based and material solutions for the global energy and industrial markets
- Canopy Growth Corporation, a publicly traded leading cannabis products company, in its $750 million senior secured term loan, provided by funds advised by King Street Capital Management, L.P., which also provides for up to an additional $500 million of incremental senior secured debt
- Red Robin, a national restaurant chain in the casual dining space, in connection with a $225 million first lien term loan borrowed from a leading direct lender
- Goodlife Fitness Centres, the leading fitness club operator in Canada, in connection with a refinancing of all of its existing debt facilities with a senior secured term loan, provided by funds advised by King Street and Centerbridge
- Glass Mountain, the owner of a 450-mile pipeline providing crude oil transportation and storage services, in a comprehensive restructuring with its equity sponsor and secured lenders that resulted in a reduction of over $230 million in debt
- Certain investors of Lime, a transportation company that runs electric scooters, bikes and mopeds in various cities around the world, in connection with the company's $418 million convertible notes offering
Prior Experience
Associate, Paul, Weiss, Rifkind, Wharton & Garrison LLP
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Memberships & Affiliations
New York State Bar Association
Credentials
Admissions & Qualifications
- 2019, New York
Education
- McGill University Faculty of LawB.C.L. / LL.B.2014
- London School of Economics and Political ScienceM.Sc.2010
- McGill UniversityB.A.First Class Honours2009