Alborz Tolou
Overview
Alborz Tolou is a corporate partner in the New York office of Kirkland & Ellis LLP. Alborz has a broad transactional practice and represents private equity sponsors and issuers in public and private financing transactions, including high-yield debt offerings, initial public offerings and other equity offerings. He also regularly advises on private debt and alternative and hybrid capital financings, including preferred equity and holdco notes financings. Alborz also has extensive experience with liability management exercises, recapitalizations, restructuring and others special situation transactions and has been actively involved in some of the most complex, cutting-edge and novel liability management exercises and private credit financings completed in recent years, including Macy’s, WeWork, Bed Bath & Beyond, Finastra, Global Medical Response, Alkegen, Radiology Partners, Spring Window Fashions, Guitar Center and EagleView Technologies. Alborz also advises U.S. and international companies with respect to corporate and securities laws matters, including corporate governance and SEC, NYSE and Nasdaq disclosure and reporting and compliance obligations. He also assists private equity firms and public and private companies in Chapter 11 cases, restructuring transactions and mergers and acquisitions transactions, including leveraged buyouts, stock and asset purchases and dispositions and spin-offs.
Alborz earned his U.S. law degree from Harvard Law School. He also graduated summa cum laude from the University of Fribourg, Switzerland, with a Ph.D. in Law, a Master of Law and a Bachelor of Law. He is qualified in New York, England and Wales, and Switzerland.
Experience
Representative Matters
Hybrid Capital
Represented private equity funds in numerous hybrid capital transactions, preferred and holdco notes financing transactions, including:
- Bain Capital and Vista Equity Partners-backed CentralSquare Technologies’ $330 million preferred equity financing
- Bain Capital’s preferred equity investments in Virgin Voyages
- Bain Capital-backed ITP Aero’s €375 million preferred equity financing
- Blackstone’s $600 million convertible preferred investments in APi Group Corporation (NYSE: APG)
- Clearlake and Vista Equity Partners-backed EagleView’s $200 million preferred equity financing
- Cinven-backed Netceed’s €325 million preferred equity financing
- Daseke, Inc.’s (NASDAQ: DSKE) $68 million preferred equity financing
- GI Partners-backed Togetherwork’s $180 million preferred equity financing
- GI Partners-backed Togetherwork’s $53 million preferred equity financing
- Guitar Center’s holdco notes financing
- Hg Capital and TA Associates-backed insightsoftware in numerous preferred equity financings
- KKR-backed Global Medical Response’s $950 million preferred equity financing
- Sterling Partners-backed Black Rifle Coffee Company’s $150 million preferred equity financing
- Stone Point Capital-backed Kestra Holdings’ $300 million preferred equity financing
- StubHub in numerous preferred equity financings for more than $500 million
- Vista Equity Partners-backed Finastra’s hybrid capital financings
- Vista Equity Partners-backed LogicMonitor’s $800 million equity and strategic financing
- Warren Equity-backed Meridian Waste’s $135 million holdco notes financing
Liability Management Exercises and Comprehensive Refinancing Transactions
Represented private equity funds and corporate issuers in some of the most complex, cutting-edge and novel liability management exercises and private credit financings completed in recent years, including:
- Associated Materials’ recapitalization transactions
- Bed Bath & Beyond’s equity derivatives financing transaction
- Clearlake Capital and Vista Equity Partners-backed EagleView Technologies’ comprehensive refinancing transaction
- Clearlake Capital-backed Alkegen’s comprehensive refinancing transaction
- Clearlake Capital-backed Springs Window Fashions’ comprehensive refinancing transaction
- Invacare Corporation’s (NYSE: IVC) refinancing transactions and liability management exercise
- KKR-backed Global Medical Response’s comprehensive liability management exercise
- Macy’s Inc.’s COVID financing transactions and exchange offers
- Radiology Partners, Inc.’s comprehensive liability management exercise
- Vista Equity Partners-backed Finastra’s comprehensive refinancing transaction
- WeWork Inc.’s (NYSE: WE) comprehensive restructuring and liability management exercise
High Yield Bond Offerings
Represented private equity funds and corporate issuers in more than 50 high-yield senior notes, senior secured notes and convertible notes offerings, including:
- Avis Budget Group, Inc. (NASDAQ: CAR)
- Bain Capital’s Aveanna Healthcare LLC
- Bain Capital’s Rocket Software Inc.
- EQT Group’s Covanta Holding
- Invacare Corporation
- Lone Star’s AOC Resins
- Lone Star’s SPX Flow
- Lone Star’s Victra
- Macy’s, Inc. (NYSE: M)
- Marriott Vacations Worldwide Corporation (NYSE: VAC)
- Nexstar Media Group (NASDAQ: NXST)
- Powdr Corp.
- Radiology Partners, Inc.
- Restaurant Brands International Inc. (NYSE: QSR)
- Univar Solutions (NYSE: UNVR)
- Warburg Pincus’ Allied Universal
- WeWork Inc. (NYSE: WE)
- Windstream Holdings
Initial Public Offerings and Other Equity Offerings
Represented private equity funds and corporate issuers in numerous initial public offerings and other equity offerings, including:
- Avis Budget Group’s at-the-market offering programs (NASDAQ: CAR)
- Bain Capital-backed Aveanna Healthcare’s initial public offering (NASDAQ: AVAH)
- Shoals Technologies’ primary and secondary registered offerings of common stock (NASDAQ: SHLS)
- TotalEnergies Solar’s registered secondary offering of Maxeon Solar Technologies’ ordinary shares (NASDAQ: MAXN)
- WEBTOON Entertainment’s initial public offering (NASDAQ: WBTN)
- Wynn Resorts’ primary offering of common stock (NASDAQ: WYNN)
Chapter 11 Cases and Other Restructuring
Represented private equity funds and corporate issuers in numerous Chapter 11 cases and other restructuring transactions, including:
- Acosta, Inc.’s prepackaged Chapter 11 cases
- Bed Bath & Beyond’s Chapter 11 cases
- Honeywell International in connection with Garrett Motion’s Chapter 11 cases
- Intelsat S.A.’s Chapter 11 cases
- Invacare Corporation’s prearranged Chapter 11 cases
- Nordic Aviation Capital’s prearranged Chapter 11 cases
- WeWork’s Chapter 11 cases
Mergers and Acquisitions and Other Investments
Represented private equity funds and corporate issuers in numerous merger and acquisition transactions, spin-offs, de-SPACs and other investments, including:
- Advent International and Partner Group-backed GlobalLogic’s $9.5 billion sale to Hitachi
- Bain Capital’s €1.7 billion acquisition of ITP Aero from Rolls-Royce
- Bain Capital’s investment in Greenphire and Suvoda
- Bain Capital-backed Rocket Software’s $2.275 billion acquisition of the AMC Business of OpenText
- Black Rifle Coffee Company’s $1.7 billion business combination (SPAC) with SilverBox Engaged Merger Corp I
- Bristol Myers Squibb’s $90 billion acquisition of Celgene Corporation and $13.4 billion divesture of Celgene’s OTEZLA® program to Amgen
- CC Capital-backed Collier Creek Holdings’ (SPAC) business combination with Utz
- EW Healthcare Partners’ proposed acquisition of TherapeuticsMD, Inc. (NASDAQ: TXMD)
- Galaxy Digital Holdings’ (TS: GLXY) acquisition of the Helios bitcoin mining facility from Argo Blockhain PLC (NASDAQ: ARBK)
- Greenoaks Capital’s investment in Farfetch
- Nestwave SAS’ sale to NextNav Inc. (NASDAQ: NN)
- Safehold Inc.’s special committee (NYSE: SAFE) in connection with a strategic combination with iStar Inc. (NYSE: STAR)
- SK Capital Partners’ purchase of Huntsman’s shares in Venator Materials PLC (NYSE: VNTR)
- Wynn Interactive’s proposed $3.2 billion business combination with Austerlitz Acquisition Corporation I (SPAC)
Prior Experience
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Recognition
Landon H. Gammon Fellowship for Academic Excellence, Harvard Law School
Walter Hug Award, Top Ph.D. in Swiss Law, University of Fribourg
Prix d'Excellence, Top Ph.D. in Swiss Contract Law, SGHVR Foundation
Best Master of Law Student, University of Fribourg
Prix d'Excellence NKF, Best Master's Thesis in Corporate Law
Credentials
Admissions & Qualifications
- 2018, New York
- 2019, Admitted to practice as a Solicitor of England & Wales
- 2020, Switzerland (non-registered)
Languages
- English
- French
- German
- Farsi
Education
- Harvard Law SchoolLL.M.2017Landon H. Gammon Fellowship for Academic Excellence
- University of FribourgPh.D., Lawsumma cum laude2017
- University of FribourgLL.M.summa cum laude2015
- University of FribourgLL.B.summa cum laude2013