Austin Witt, P.C.

Since joining Kirkland, Austin’s representative experience includes:

• Warner Brothers Discovery in the design and implementation of the largest liability management transaction in history, which included a successful tender offer and consent solicitation involving more than $37 billion in debt. The successful tender offer and consent solicitation resulted in more than $3 billion of discount capture and the elimination of substantially all covenants in the remaining debt and was funded with a $17 billion secured bridge facility
• L Catterton portfolio company Real Truck, a leading provider of aftermarket vehicle accessories, in a comprehensive “uptier” liability management and refinancing transaction, refinancing and extending more than $2.6 billion of term loans and senior notes
• 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
• Kinderhook Industries portfolio company Better Health Group, a primary care physician group and managed service organization, in the first post-Serta decision “uptiering” transaction. This transaction featured an “extend and exchange” structure, which was dubbed as the first post-Serta innovation
• 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
• ABRY portfolio company Alvaria, a multinational software company selling call center and customer experience software technology, in an innovative multiphase “double-dip” liability management transaction involving approximately $800 million of debt. Coined “At Home plus J. Crew,” it involved 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, a leading national provider of clinically integrated eye care, in an “uptiering” liability management transaction involving approximately $2 billion of debt that significantly enhanced the company’s liquidity, deleveraged its balance sheet, reduced annual debt interest expense and extended debt maturities
• The Lycra Company in connection with a liability management transaction resulting in a comprehensive debt refinancing, including a refinancing of its existing senior secured notes, revolving credit facility and associated transactions
• American Securities portfolio company Vibrantz Technologies, a global, diversified technology leader in advanced materials, color solutions and performance coatings, in connection with a comprehensive liability management transaction
• Bain and ADIA portfolio company Merchants Fleet, a fleet management company, in connection with a sponsor-provided rescue financing
• Harvest Partners portfolio company Affordable Care, a leading dental care provider, in connection with an out-of-court restructuring
• Partners Group portfolio company Careismatic, a leading provider of clothing and uniforms in the medical space, in connection with DIP financing for its Chapter 11 restructuring
• KKR portfolio company Optiv, a leading provider of cybersecurity programs, in connection with a liability management transaction that extended maturities
• 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
• Eurazeo portfolio company Worldstrides, a leading provider of student travel and tours, in connection with a discounted exchange of its holdco debt and an extension of its secured operating company facilities
• Oaktree Capital in connection with a borrowing base loan to B Riley
• QVC Group, a leading retailer selling through television and online channels, in connection with its in-court restructuring
• Summit Partners portfolio company 48forty, a leading provider of pallets, in connection with an out-of-court restructuring
• Telesat, a leading Canadian satellite operator, in connection with a distribution of a portion of the equity in its LEO satellite business
• Trilantic and Cornell Capital in connection with liability management transactions for portfolio company, Ingenovios, a leading medical staffing firm
• Zips Car Wash, a national car wash player, in connection with its Chapter 11 restructuring
• KKR portfolio company, Marelli Automotive, one of the largest “Tier 1” automotive components suppliers, in connection with its Chapter 11 restructuring
• Lovell Minnick portfolio company Xactus, a leading provider of solutions to the mortgage industry, in connection with various amendment transactions
• Partners Group portfolio company Form Technologies in connection with its out-of-court restructuring
• SK Capital portfolio company Ascend Performance Materials, a leading provider of specialty chemicals in connection with its DIP financing and Chapter 11 restructuring
• Warburg portfolio company Consolidated Precision Products, a leading manufacturer of highly complex components for the commercial aerospace market, in connection with a refinancing of its existing secured debt and issuance of preferred equity as part of an amend and extend transaction
• Warburg portfolio company, Sweeping Corporation of America, a leading provider of street sweeping services, in connection with a new money investment and out-of-court recapitalization
• Red Robin Gourmet Burgers, Inc. in connection with various financings
• KKR portfolio company Genesis Care Pty Ltd, one of the world’s largest integrated oncology organizations, in the roll-up DIP financing for its Chapter 11 restructuring
• Rhone Portfolio company Wahoo Fitness, a global leader in smart fitness and training for athletes and fitness enthusiasts, in an out-of-court recapitalization that provided significant liquidity and fully eliminated all of Wahoo's existing debt
• David’s Bridal, the nation’s largest provider of wedding gowns and other special occasion apparel, in a rescue financing and its subsequent Chapter 11 cases with approximately $260 million of funded debt
• Blackstone portfolio company Center for Autism and Related Disorders, LLC (CARD), one of the largest treatment providers for individuals diagnosed with autism spectrum disorder, in its Chapter 11 cases
• Sycamore portfolio company Nielsen & Bainbridge (d/b/a NBG Home), supplier of home décor and home good, in its prearranged Chapter 11 restructuring
• BasePoint Capital, a New York-based diversified specialty finance group, as DIP financing providers to NextPoint Financial Inc., the ultimate parent company of Liberty Tax and Community Tax

Prior to joining Kirkland, Austin’s representative experience included:

Direct Lending, Creditor and Distressed Investor

• Carlyle in connection with liability management and exchange transactions involving Incora
• KKR, alongside other investors, in connection with a $2.5 billion preferred equity issuance commitment to support the acquisition of Citrix
• Centerbridge and Oaktree in a $1.25 billion direct loan to OTG, a leading operator of airport concessions
• KKR and KSL as equity sponsors of Apple Leisure and purchasers of $200 million of first lien notes issued by the company in a rescue financing
• 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
• HPS in connection with various amendments to the first lien and second lien credit facilities of American Stock Transfer, with such amendments facilitating a successful orderly sale of the company
• 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
• Brookfield Asset Management, Inc. and Simon Property Group in their acquisition of certain assets of J.C. Penney Company, Inc., including the $520 million takeback first lien credit agreement, in connection with J.C. Penney’s Chapter 11 case
• TOMS Shoes’ term loan lenders in their acquisition of TOMS Shoes, a California-based maker of casual footwear, in connection with the conversion of approximately $300 million of secured term debt into equity and takeback secured debt and the investment of new capital in the company by certain term loan lenders
• David’s Bridal’s largest creditor in connection with the company’s successful prepackaged plan of reorganization and related exit financings
• Oaktree Capital Management:
  • in its $200 million senior secured term loan to Ashford Hospitality Trust, Inc. and its subsidiaries, a real estate investment trust investing predominantly in upscale hotels
  • in its $369 million investment in debt, warrants, and preferred equity of TechStyle and warrants of Savage X Holdings
  • in its $105 million investment in senior notes and warrants of Exantas Capital Corporation
  • in its $500 million unsecured loan to United Mortgage, a leading mortgage originator and servicer
  • alongside Oak Hill Advisors, in connection with a $375 million second lien loan to Immuncor, a TPG portfolio company in the pharmaceutical space
  • alongside Piper Jaffray in connection with a second lien direct loan to U.S. Well Services, a leading provider of hydraulic fracturing services
  • in connection with certain backleverage loans for its investment funds
• Citadel, as the largest creditor, in connection with Ultra Petroleum’s bankruptcy
• KKR, as agent and lender, in NPC International’s bankruptcy cases, which included the court-approved sales of the debtor’s Wendy’s and Pizza Hut businesses to Flynn Restaurant Group and a consortium of Wendy’s franchisees for a combined purchase price of approximately $801 million
• Highbridge and other convertible noteholders, in connection with multiple out-of-court debt for equity conversions and financings of A.M. Castle
• An ad hoc group of noteholders, in connection with a debtor-in-possession financing for Hi-Crush’s bankruptcy
• A joint venture of Simon Property Group and Authentic Brands, in connection with a debtor-in-possession financing for Brooks Brothers’ bankruptcy
• An ad hoc group of prepetition second lien lenders in the Chapter 11 cases and related exit financings of FULLBEAUTY Brands and certain affiliates, which restructured more than $1.2 billion of prepetition debt through a prepackaged plan of reorganization that was approved less than 24 hours after the company filed for Chapter 11 protection
• HPS Investment Partners in connection with all aspects of the Chapter 11 cases of LBI Media and its affiliates, including in connection with providing debtor-in-possession financing and exit financing
• The first lien creditors of Affinion Group (n/k/a cxLoyalty), a leading global provider of loyalty and customer engagement solutions, in connection with the company’s successful out-of-court recapitalization that included restating the existing first lien debt facilities
• The first lien creditors of Affinion Group (n/k/a cxLoyalty), a leading global provider of loyalty and customer engagement solutions, in connection with the company’s successful out-of-court recapitalization that included restating the existing first lien debt facilities
• An ad hoc committee of debtholders in the Chapter 11 cases of Pacific Drilling S.A., a leading international offshore drilling contractor with approximately $3 billion in indebtedness, including in connection with providing debtor-in-possession financing and fist and second lien note exit financings totaling approximately $1 billion
• The first lien lender of Willbros Group, a global engineering and contractor company, in connection with the company’s restructuring and sale
• Certain funds managed by Neuberger Berman in connection with out-of-court restructurings of Drive Medical, a provider of durable medical equipment, including initially in connection with an exchange of the existing second lien debt and subsequently in connection with an exchange of the 1.5 lien debt
• An ad hoc group of unsecured noteholders in connection with the prepackaged Chapter 11 cases of Battalion Oil (f/k/a Halcón Resources Corporation) including in connection with providing debtor-in-possession financing
• An ad hoc group of first lien noteholders of Egalet Corporation, a specialty pharmaceutical company, in the company’s prearranged Chapter 11 cases
• An ad hoc committee of revolving lenders of Syncreon Group Holdings, a logistics-services provided, in refinancing its first lien revolving credit facility and later in connection with its restructuring through a scheme of arrangement and various parallel proceedings

Company-Side and Sponsor-Side

• KKR, as sponsor, in connection with various liability management and unrestricted subsidiary financing transactions involving its portfolio company, Envision Healthcare
• Weatherford International plc, a leading multinational oil and gas company, in its upsize of its senior secured letter of credit agreement and the issuance of $2.6 billion in secured and unsecured notes in various issuances
• 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
• 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
• Foresight Energy, a leading coal producer, in connection with debtor-in-possession financing for its bankruptcy and $150 million in secured exit financing, and in connection with a prior $920 million refinancing of existing senior secured credit facilities and $400 million second lien financing
• 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
• Checker’s Drive-In Restaurants, a fast food restaurant chain, in connection with amendments to its approximately $300 million of first and second lien debt
• Templar, an exploration and production company, in connection with debtor-in-possession financing for its bankruptcy case
• TPG Partners, as sponsor to Cirque du Soleil, in connection with an unrestricted subsidiary financing and bid for assets of Cirque du Soleil in bankruptcy
• Bumble Bee Foods and its U.S. affiliates in a combined Chapter 11 and CCAA process, including in connection with two debtor-in-possession financings, totaling more than $275 million in commitments
• David’s Bridal, the nation’s leading bridal and special occasion retailer, in an out-of-court recapitalization transaction which provided for $55 million of new capital from existing lenders and the exchange of more than $275 million in existing term loan debt into new preferred and common equity securities. Additionally, after consummation of the out-of-court recapitalization, represented the company in connection with more than $100 million in super priority financings
• Expro Holdings, a leading international provider of well flow management services to the oil and gas industry, in its prepackaged Chapter 11 case, including in connection with debtor-in-possession financings
• Certain subsidiaries of CGG S.A. in their prenegotiated Chapter 11 cases by which the company and its subsidiaries equitized approximately $2 billion of unsecured debt through concurrent restructuring proceedings in France and the United States
• Lion Capital, as secured lender and equity sponsor, in the Chapter 11 cases of Alex and Ani, a customizable jewelry company. The restructuring plan allowed the company to reorganize its balance sheet, optimize its retail lease portfolio, resolve litigation involving the company’s founder, and convert the company’s $127 million of prepetition secured debt into 100% of the reorganized company’s equity
• 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

Acquisition Financings

• Funds affiliated with Apollo Global Management in a variety of transactions, including:
  • as sponsor, in its $2.9 billion senior secured credit facilities in connection with its acquisition of West Corporation, a Nebraska-based provider of communication and network infrastructure services
  • as sponsor, in its $1.175 billion senior secured first lien term facility and $175 million senior secured first lien revolving facility in connection with the acquisition of ClubCorp, a Texas-based owner-operator of private golf and country clubs and private business clubs
  • in the $625 million senior secured credit facilities in connection with the acquisition of Smart & Final, a chain of warehouse-style food and supply stores based in Commerce, California
• Talos Energy, a Texas-based independent oil and gas exploration and production company, in connection with financing the acquisition of Stone Energy Corporation, a Louisiana-based independent oil and natural gas exploration and production company, to create a company with an enterprise value of approximately $2.5 billion
• The Stars Group, a Canada-based provider of technology-based products and services in the global gaming and interactive entertainment industries, in connection with financing the acquisition of Sky Betting & Gaming, a UK-based provider of online sports betting, from CVC Capital Partners, for an enterprise value of approximately $4.7 billion
• Oak Hill Capital Partners, as sponsor, in connection with approximately $300 million senior secured credit facilities in connection with the acquisition financing of Checkers Drive-In Restaurants, a Florida-based drive-thru restaurant chain, from Sentinel Capital Partners