Alborz Tolou

Since joining Kirkland, Alborz has been involved in the following matters:

Debt Offerings

• WeWork Inc. (NYSE: WE) in connection with a $250 million private placement offering of senior secured notes
• Marriott Vacations Worldwide Corporation (NYSE: VAC) in connection with a $575 million 144A convertible notes offering and related hedge and warrant transactions
• Lone Star in connection with a $500 million 144A/Reg S high-yield senior notes offering issued to finance the acquisition of SPX FLOW, Inc. 
• Macy’s, Inc. (NYSE: M) in connection with a dual-tranche $850 million 144A/Reg S senior notes offering  
• Covanta Holding Corporation in connection with a $465 million 144A/Reg S high-yield sustainability-linked senior notes offering 
• WeWork Inc. (NYSE: WE) in connection with a secondary offering of $550 million of senior notes from a selling noteholder affiliated with SoftBank 
• Covanta Holding Corporation (NYSE: CVA) in connection with a $300 million sustainability-linked senior notes offering issued as part of the leverage buyout by EQT Partners, the first ever sustainability-linked LBO financing in the U.S.
• Lone Star in connection with a $350 million 144A/Reg S high-yield senior notes offering issued to finance the acquisition of AOC Resins
• Restaurant Brands International Inc. (Burger King) in connection with a $800 million 144A/Reg S high-yield first lien senior secured notes offering
• Allied Universal, a Warburg Pincus portfolio company, in connection with a $4.5 billion 144A/Reg S high-yield senior secured notes offering in five tranches denominated in USD, Euro and sterling to finance the acquisition of G4S plc 
• Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. in connection with their $500 million 144A/Reg S high-yield senior notes offering
• Macy’s, Inc. (NYSE: M) in connection with a $500 million 144A/Reg S senior notes offering of its operating subsidiaries 
• Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. in connection with their $600 million 144A/Reg S high-yield senior notes offering 
• Rocket Software, Inc. in connection with a $575 million 144A/Reg S high-yield senior notes offering in part to finance the acquisition of Uniface 
• Radiology Partners, Inc. in connection with a $800 million 144A/Reg S high-yield senior secured notes offering for the acquisition of Mednax Radiology Solutions 
• Restaurant Brands International Inc. (Burger King) in connection with a $750 million 144A/Reg S high-yield first lien senior secured notes offering
• Restaurant Brands International Inc. (Burger King) in connection with a $1.5 billion 144A/Reg S high-yield second lien senior secured notes offering
• Restaurant Brands International Inc. (Burger King) in connection with a $1.4 billion 144A/Reg S high-yield second lien senior secured notes offering 
• Nexstar Broadcasting, Inc. in connection with its $1.0 billion 144A/Reg S high-yield senior notes offering
• Windstream Holdings, Inc. in connection with the issuance of $1.4 billion 144A/Reg S high-yield senior first lien notes issued by Windstream Escrow LLC and Windstream Escrow Finance Corp. as part of Windstream Holdings’ exit financing transactions for emergence from Chapter 11
• Avis Budget Car Rental, and Avis Budget Finance, Inc. in connection with their $350 million 144A/Reg S high-yield senior notes offering
• Jefferies, LLC, as initial purchaser, in connection with Powdr Corp.’s $300 million 144A/Reg S high-yield senior secured notes
• Macy’s, Inc. in connection with its $1.3 billion 144A/Reg S high-yield senior secured notes offering
• Avis Budget Car Rental, LLC and Avis Budget Finance, Inc. in connection with their $500 million 144A/Reg S high-yield senior secured notes offering
• Restaurant Brands International Inc. (Burger King) in connection with a $500 million 144A/Reg S high-yield first lien senior secured notes offering
• Allied Universal Holdco LLC and Allied Universal Finance Corporation, in connection with their $540 million 144A/Reg S high-yield senior secured offering
• Aveanna Healthcare LLC in connection with its $560 million 144A/Reg S high-yield first lien notes offering
• Univar Solutions USA Inc. in connection with its $500 million 144A/Reg S high-yield senior notes offering issued in order to refinance its existing notes

Initial Public Offerings and Other Equity Offerings

• Shoals Technologies Group, Inc. (NASDAQ: “SHLS”) in connection with a block trade secondary registered offering of $605 million of Class A common stock
• Bed Bath & Beyond Inc. (NASDAQ: BBBY) in connection with an underwritten public offering of equity derivatives securities providing initial gross proceeds of approximately $225 million and an additional $800 million of gross proceeds in future installments (subject to certain conditions)
• Shoals Technologies Group, Inc. (NASDAQ: “SHLS”) in connection with a primary and secondary registered offering of $578.5 million of Class A common stock
• Daseke, Inc. (NASDAQ: “DSKE”) in connection with the issuance of $67.6 million Series B Preferred Stock
• viagogo in connection with its issuance of $365 million of senior preferred stock
• Aveanna Healthcare Holdings, Inc., a Bain Capital portfolio company, in connection with its $450 million initial public offering on Nasdaq 
• viagogo in connection with its issuance of $65 million of senior preferred stock 
• Avis Budget Group, Inc. (NASDAQ: CAR) in connection with its “at-the-market” offering program of 10 million shares of common stock 
• Wynn Resorts, Limited (NASDAQ: WYNN) in connection with a $860 million registered primary offering of common stock 
• Togetherwork in connection with the issuance of $52.5 million of senior preferred stock to finance a portion of the acquisition of Fonteva 
• A Sterling Partners-backed private company, in connection with the issuance of $150 million of Series A Preferred Units and Class B Common Units
• viagogo in connection with its issuance of $50 million of senior preferred stock
• viagogo in connection with its issuance of $400 million of senior preferred stock to finance part of its $4.05 billion acquisition of StubHub from eBay

Mergers and Acquisitions

• Galaxy Digital Holdings Ltd. (TSX: GLXY), a financial services and investment management innovator in the digital asset, cryptocurrency and blockchain technology sectors, on its acquisition of the Helios bitcoin mining facility and its related operations from Argo Blockchain plc (LSE: ARB; NASDAQ: ARBK)
• Nestwave SAS in connection with its sale to NextNav Inc. (NASDAQ: NN)
• Special committee of the board of Safehold Inc. (NYSE: SAFE) in connection with Safehold’s tax-free, strategic combination with its controlling shareholder iStar Inc. (NYSE: STAR)
• EW Healthcare Partners in its proposed cash tender offer to acquire TherapeuticsMD, Inc. (NASDAQ: TXMD) for an enterprise value of $177 million 
• Black Rifle Coffee Company, a premium coffee company and lifestyle brand with a mission to better the lives of veterans, active-duty military and first responders, on its $1.7 billion business combination (SPAC) with SilverBox Engaged Merger Corp I (NASDAQ: SBEA)
• Bain Capital Private Equity on the c. €1.7 billion acquisition of ITP Aero, an aero engine and gas turbine manufacturer, from Rolls-Royce 
• Blackstone on a combined $800 million investment in perpetual preferred equity, along with Viking Global Investors, in the combination of APi Group Corporation (NYSE: APG) with the Chubb Fire & Security Business for an enterprise value of $3.1 billion
• Wynn Resorts on the proposed $3.2 billion business combination of Wynn Interactive with Austerlitz Acquisition Corporation I (SPAC)
• GlobalLogic Inc., a leading digital engineering services company and a Canada Pension Plan and Partners Group portfolio company, on its sale to Hitachi, Ltd. (TS: 6501) for an enterprise value of $9.5 billion 
• SK Capital Partners, LP, a private investment firm focused on the specialty materials, chemicals and pharmaceuticals sectors, on its definitive agreement with Huntsman Corporation (NYSE: HUN) to purchase Huntsman’s shares in Venator Materials PLC (NYSE: VNTR) for approximately $100 million cash
• Collier Creek Holdings (SPAC) on its agreement to combine with Utz Quality Foods, LLC, a leading U.S. manufacturer of branded salty snacks, to form Utz Brands, Inc.
• Bristol Myers Squibb on its $90 billion acquisition of Celgene Corporation and its related $13.4 billion divesture of Celgene’s OTEZLA® program to Amgen

Restructuring and Liability Management Transactions

• WeWork Inc. (NYSE: WE) and its subsidiaries in connection with a comprehensive restructuring of its capital structure through a series of transactions with an ad hoc group of noteholders representing more than 60% of the company’s public notes, a third-party investor and affiliates of SoftBank Group Corp., which will be implemented through certain exchanges of $1.2 billion of WeWork’s existing unsecured notes for new debt and equity securities and the issuance of $675 million of new secured notes for cash
• Invacare Corporation (NYSE: IVC) and its subsidiaries in connection with their prearranged Chapter 11 cases filed in the U.S. Bankruptcy Court for the Southern District of Texas. Headquartered in Elyria, Ohio
• Invacare Corporation (NYSE: IVC) in connection with a series of transactions, including the issuance of $41 million in aggregate principal amount of Convertible Senior Secured Notes and 2.7 million of shares of common stock in exchange for certain existing convertible senior notes
• Nordic Aviation Capital and its subsidiaries in connection with their prearranged Chapter 11 cases in the U.S. Bankruptcy Court for the Eastern District of Virginia and the issuance of senior secured notes at emergence. Nordic Aviation Capital, an Irish company, is the largest regional aircraft lessor in the world with more than 475 aircraft. With over $7.7 billion of liabilities, Nordic Aviation Capital was the largest Chapter 11 filing in 2021 
• Honeywell International Inc., in connection with Garrett Motion Inc.’s Chapter 11 cases in the United States Bankruptcy Court for the Southern District of New York, and its participation to two rights offerings conducted in connection therewith 
• Associated Materials Group, Inc. in connection with several recapitalization transactions, including the exchange of senior secured notes for equity units of a newly formed parent entity and the issuance of $250 million of senior secured notes
• Macy’s, Inc. and certain of its subsidiaries, in connection with an exchange offer to exchange six series of outstanding senior notes for newly issued senior secured notes and a concurrent consent solicitation to amend certain covenants included in an existing indenture
• Intelsat S.A. and certain of its affiliates in connection with their Chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia. Intelsat had approximately $14.7 billion in funded debt as of its Chapter 11 filing and operates the world’s largest satellite fleet and connectivity infrastructure, and provides diversified communication services to many of the world’s leading media companies, telecommunications operators, Internet service providers, and the United States government and military
• Acosta, Inc., a multinational full-service sales, marketing and retail merchandising agency with 30,000 employees, serving 1,200 blue chip companies across the globe, in connection with the issuance of $325 million of shares of preferred stock through a rights offering and a direct investment as part of its Chapter 11 prepackaged restructuring of $3 billion of indebtedness

Tender Offers, Exchange Offers and Consent Solicitations

• Macy’s, Inc. (NYSE: M) in connection with a tender offer to repurchase second lien notes in connection with the release of the liens on the collateral securing such notes  
• Covanta Holding Corporation in connection with a tender offer to repurchase existing senior unsecured notes and a concurrent consent solicitation to amend the indenture governing such notes 
• Macy’s, Inc. (NYSE: M), in connection with a tender offer of six series of unsecured notes and a concurrent consent solicitation to amend an existing indenture 

Prior to joining Kirkland, Alborz was involved in the following matters:

Debt Offerings

• Goldman Sachs International and the other initial purchasers, in connection with the €300 million Reg S/144A high-yield senior secured notes offering of Inter Media and Communication S.p.A.,a first-time issuer and the sole manager and operator of the media, broadcast and sponsorship business of its parent company, F.C. Internazionale Milano S.p.A., a prominent European football club
• Credit Suisse Securities (Europe) Limited, BNP Paribas and the other initial purchasers, in connection with the €350 million Reg S/144A and £225 million Reg S/144A high-yield senior notes offering of La Financière Atalian S.A.S., a French leading player in the facility management market, in order to finance its acquisition of Servest Limited, a similar business active in the UK market
• J.P. Morgan Securities plc and the other initial purchasers, in connection with the €150 million Reg S/144A high-yield senior secured notes offering of Infopro, a leading player in the European market for B2B media and business information, in order to finance its acquisition of DOCUgroup, a similar business active in the DACH market
• J.P. Morgan Securities plc and the other initial purchasers in connection with a Reg S/144A high-yield senior notes offering of a French issuer for a dividend recapitalization
• A first time issuer in connection with a Reg S/144A high-yield senior secured notes offering in order to refinance its existing credit facilities extended in the context of its restructuring

EMTN Offerings

• J.P. Morgan Securities plc and the other dealers, in connection with the $65 billion and $25 billion Euro medium term note program of JPMorgan Chase & Co. and JPMorgan Chase Bank, NA
• J.P. Morgan Securities plc and the other managers, in connection with a €1.5 billion fixed-to-floating rate notes offering of JPMorgan Chase & Co
• J.P. Morgan Securities plc and the other managers, in connection with a €2 billion fixed-to-floating rate notes offering of JPMorgan Chase & Co

Equity Offering

• The underwriters in connection with a registered equity offering of series C preferred shares by a NASDAQ-listed business

Reporting

• Ferroglobe plc in connection with the filing of its annual report on Form 20-F
• Anglogold Ashanti Limited in connection with the filing of its annual report on Form 20-F