Nicholas Schwartz, P.C.

Leveraged Buyouts / Private Company Financings

• Apax Partners and its portfolio companies in multiple financing transactions, including:
  
  • the take-private of Trade Me, the largest internet auction and classified website operating in New Zealand;
  • the acquisition of Lexitas, a leading provider of high-quality services to the legal market, as well as Lexitas in its subsequent acquisition of Registered Agent Solutions Inc. 
  • the sale of AssuredPartners to an investor group led by GTCR via a transaction including a “portable” capital structure that will not require GTCR to refinance the existing indebtedness of the company;
  • the acquisition of Paycor, a human capital management company;
  • the acquisition of ECi Software Solutions and concurrent combination of ECi with the Macola, JobBOSS and MAX businesses of existing Apax portfolio company Exact Software;
  • the acquisition of Kinetic Concepts, Inc., as well as KCI in its subsequent acquisition of Systagenix Wound Management and successor company Acelity, L.P. Inc. in its global refinancing in conjunction with the sale of its LifeCell business to Allergan plc;
  • the simultaneous acquisitions of Epicor Software Corporation and Activant Solutions, Inc., as well as Epicor in its subsequent dividend recapitalization and sale to an investor group led by KKR via a transaction including a “portable” capital structure that did not require KKR to refinance the existing indebtedness of the company;
  • the spinoff of the retail solutions group of Epicor (n/k/a Aptos, Inc.) and Aptos in multiple subsequent acquisitions and later global refinancing;
  • the simultaneous acquisitions of OC Medical Holdings, Inc. and Align Networks (n/k/a One Call Care Management), as well as One Call in its subsequent financing activities, including multiple debt exchanges and incremental financings;
  • the acquisition of Kepro, a quality improvement and health care management organization;
  • the acquisition of Genex, a medical managed care services provider, and Genex in multiple subsequent acquisitions;
  • the acquisition of Paradigm Geophysical Ltd., a developer of exploration and production geoscience software services for the oil and gas industry; and
  • the acquisition of FullBeauty Brands, a leading plus size apparel and home goods holding company.
• Clearlake Capital in multiple financings, including:
  • its take-private of Endurance International Group, a leading provider of cloud-based platform solutions; and
  • its acquisition of the Technology Division of nThrive.
• Apax Digital Fund in its acquisition of MetaMetrics, developer of the widely adopted Lexile Framework® for Reading and Quantile Framework® for Mathematics.
• CC Capital and Motive Partners in the the financing for its acquisition of Wilshire Associates.
• 3G Capital in the financing for its acquisition of:
  
  • along with Berkshire Hathaway, H. J. Heinz Company; and
  • Burger King Corporation, as well as Burger King in its subsequent refinancing.
• Advent International in the financing for multiple acquisitions, including:
  
  • inVentiv Health, Inc., a biopharmaceutical outsourcing provider;
  • Fort Dearborn Company, a supplier of high impact decorative labels; and
  • CCC Information Services Inc., a leading Software as a Service provider to the automotive, insurance, and collision repair industries.
• The Blackstone Group and its portfolio companies in the financing for:
  
  • the acquisition of Aon plc’s technology-enabled benefits and human resources platform (n/k/a Alight Solutions);
  • the acquisition by Lonestar Generation of the Twin Oaks power plant and the Walnut Creek lignite mine; and
  • the spin-off and recapitalization of Frontera Generation, the owner of a 524-megawatt (MW) combined-cycle natural gas-fired power plant in Mission, Texas.
• Pamplona Capital Management in the financing for its acquisition of Loparex, the leading global manufacturer of silicone release liners.
• Klöckner Pentaplast Group in the financing for its acquisition of LINPAC and concurrent global refinancing.
• Utz Quality Foods in the financing for its acquisition of Inventure Foods and concurrent refinancing.
• Taminco Corporation, a portfolio company of Apollo Global Management, in the financing for its acquisition of the formic acid business of Kemira Oyj.
• KKR in the financing for its acquisition of The Crosby Group and Acco Material Handling Solutions.
• Madison Dearborn Partners in the financing for its acquisition of Things Remembered, Inc.
• Bain Capital in the financing for its acquisition of Air Medical Group Holdings.
• Bankrate, Inc. in connection with the financing for its acquisitions of NetQuote, Inc. and CreditCards.com, Inc.

Public Company Financings

• Restaurant Brands International Inc. (NYSE: QSR), a multinational fast-food holding company comprised of Burger King, Popeyes Louisiana Kitchen and Tim Hortons, in its $1.4 billion offering of second lien senior secured notes.
• Charter Communications, Inc. in the financing for its merger with Time Warner Cable Inc. and acquisition of Bright House Networks, LLC. Previously represented Charter in connection with numerous financings, including for its acquisition of Bresnan Communications.
• H.J. Heinz Company in connection with the merger of Heinz with Kraft Foods Group, Inc.
• Burger King Worldwide in the financing for its acquisition of Tim Hortons, Inc.
• Prestige Brands Holdings, Inc. in the financing for multiple acquisitions, including certain over-the-counter brands of GlaxoSmithKline, Insight Pharmaceuticals Corporation, and C.B. Fleet Co. Inc.

Liability Management / Restructuring Transactions

• iHeartMedia, Inc. in its Chapter 11 cases, including its DIP credit agreement and pending exit financing facilities. Previously represented both iHeartMedia and its subsidiary Clear Channel Outdoor, in their financing activities, including multiple amend and extend, debt exchange and refinancing transactions.
• FullBeauty Brands in its Chapter 11 cases and prior financing activities, including complex multiparty negotiations with the company’s creditors in the months leading up to the commencement of the Chapter 11 cases and various liability management financing transactions.
• Paradigm in its sale to Emerson and concurrent negotiations with the company’s creditors to obtain forbearance agreements under the company’s various debt agreements which enabled the sale process to proceed.
• Things Remembered in its out-of-court restructuring and subsequent Chapter 11 proceedings.
• Ad hoc group of first lien lenders to Ocwen Financial in connection with an amendment of the company’s $1.3 billion senior secured term loan.
• HiT Entertainment, Inc. in connection with its out-of-court amend and extend transaction.

Simpson Thacher & Bartlett LLP, Associate 2008–2010