Casey T. Fleck

British satellite company Inmarsat plc announced today that it reached agreement on the terms of a recommended cash offer from a consortium of private equity firms Apax and Warburg Pincus and institutional investors Canada Pension Plan and Ontario Teachers’ Pension Plan Board. Milbank represented the debt financing sources, who are led by Bank of America, Barclays and UBS in their capacities as global coordinators, lead arrangers and bookrunners, in providing committed bank and bridge financing to support the takeover offer to Inmarsat shareholders in compliance with the City Code on Takeovers and Mergers. The consortium offer comprised cash consideration of US$7.21 per share, valuing the share capital of Inmarsat at approximately $3.4 billion, which together with debt of Inmarsat being repaid values Inmarsat at nearly $6 billion.~~Inmarsat is a leading mobile satellite communications company that owns and operates the world’s top global portfolio of satellite networks specifically designed for customer mobility, and it holds a multi-layered, global spectrum portfolio of solutions. The company's segments include Maritime, Government, Enterprise, Aviation and Central Services.~~The lead arrangers received advice from Milbank attorneys across a number of practice groups, including the Global Leveraged Finance, Global Capital Markets and Transportation and Space groups. The Milbank team is led by Marcus Dougherty and included New York partners Michael Bellucci, Lauren Hanrahan, Rod Miller, Peter Nesgos and Charles Stern, Los Angeles partner Casey Fleck, Washington DC partner Dara Panahy and London partners Suhrud Mehta and Mark Stamp and special counsel Miko Bradford, Meir Hornung and Alexis Sáinz.

Mar 25

1 min

Milbank successfully represented an ad hoc group of certain financial institutions (the “Ad Hoc Group”) holding legacy notes of Noble Corporation plc (together with certain of its affiliates, “Noble”) in Noble’s chapter 11 cases. Noble, a global operator of an advanced fleet of 24 offshore oil and gas drilling units, filed for chapter 11 bankruptcy protection on July 31, 2020, with approximately $4 billion in funded debt obligations and mired in litigation brought on by its 2014 spinoff from Paragon Offshore. Leading up to the bankruptcy filing, the Milbank team engaged in weeks of hard-fought negotiations and successfully entered into a restructuring support agreement (the “RSA”) on behalf of the Ad Hoc Group with Noble and an ad hoc group of holders of priority guaranteed notes. Pursuant to the RSA, Noble agreed to effectuate a consensual financial restructuring of its capital structure, reducing debt from approximately $4 billion to less than $450 million. Noble’s plan of reorganization implements the transactions contemplated by the RSA by equitizing over $3 billion of the legacy notes and priority guaranteed notes and providing Noble with a $675 million first-lien exit financing facility. In addition, holders of legacy notes and priority guaranteed notes were offered the opportunity to participate in a rights offering for $200 million of new second-lien notes partially backstopped by the Ad Hoc Group. The rights offering also provided participating noteholders with additional stapled equity. The plan was confirmed on November 20, 2020, after receiving nearly unanimous support from Noble’s stakeholders. The Milbank team was led by Financial Restructuring partners Evan Fleck and Matthew Brod and included partners Russell Kestenbaum and Russell Jacobs (Tax), Casey Fleck and Scott Golenbock (Corporate) and Fiona Schaeffer (Antitrust); and associates Justin Cunningham (Financial Restructuring), Alex Gefter (Capital Markets), Daniel Valenza and Alexandra Singer (Corporate), and Steven Quinn (Tax), among other Milbank attorneys.

Dec 8

1 min

Milbank LLP advised EIG on an up to €500 million holdco financing for ILOS Projects GmbH ("ILOS"). Milbank advised EIG as financing provider on the structuring and documentation of an up to €500 million holdco financing for ILOS, including legal due diligence on the group and its project pipeline. ILOS will issue registered notes which will be subscribed by EIG and other investors. The proceeds are expected to support ILOS’s plans to generate more than 2GW of power through solar and battery projects by 2026. The registered notes comprise an initial tranche of €250 million and includes an increase option that would increase the amount by an additional €250 million. EIG is a leading institutional investor in the global energy and infrastructure sectors with $23.1 billion under management as of September 30, 2022. EIG specializes in private investments in energy and energy-related infrastructure on a global basis. During its 40-year history, EIG has committed over $44.5 billion to the energy sector through 393 projects or companies in 42 countries on six continents. EIG’s clients include many of the leading pension plans, insurance companies, endowments, foundations and sovereign wealth funds in the U.S., Asia and Europe. EIG is headquartered in Washington, D.C. with offices in Houston, London, Sydney, Rio de Janeiro, Hong Kong and Seoul. ILOS was established with a focus on PV development within Europe, with Omnes Capital providing development capital as well as construction financing. The ambition is to develop a significant pipeline and become an IPP that operates PV assets in the core markets of Europe. Omnes Capital is a leading private equity and infrastructure investor. With over €5 billion in assets under management, it provides companies with the capital they need to fund their growth in three key areas: venture capital, growth & buyout capital and infrastructure. Omnes Capital is committed to ESG factors and has founded the Omnes Foundation to fund initiatives in favour of children and young people. It is a signatory to the United Nations Principles for Responsible Investment (PRI). The Milbank team was led by partner Barbara Mayer-Trautmann (Finance) and included partners Markus Muhs (Corporate/M&A), Thomas Kleinheisterkamp (Tax), Casey Fleck (Corporate/M&A, LA), Joel Krasnow (Benefits and Compensation, NY) and associates Alexander Lang, Susanne Baier (both Finance), David Schwenneker, Jana Kasakow (both Corporate/M&A) as well as Elisabeth Wöhrle (Tax).

Jan 10

2 min

Milbank, Tweed, Hadley & McCloy LLP advised Stellex Capital Management LP (“Stellex”) in connection with its strategic investment in Cisco Equipment (“Cisco”) in partnership with the Sibert family. Under the terms of the transaction, Cisco’s current management team, led by CEO Christopher “C.J.” Sibert, will continue to steer the company. Stellex is a global private equity manager with offices in New York and London that invests in corporate assets in both the US and Europe. The Odessa, Texas-based Cisco was founded in 1978 by Scott Sibert, and over the last four decades has become a nation-leading provider of equipment, services parts, and supplies to general construction, agriculture, and other industrial markets. The Milbank team was led by Corporate partner Robert Kennedy with associates Gabrielle DiBernardi and Robert Rosengarten and law clerk Mitchell Hoke; Real Estate associate Kieran Murphy; Executive Compensation and Employee Benefits partner Mike Shah with associates James Beebe and Kelly Bartley; Tax partner Max Goodman with associate Michael Goon; Employment of counsel Jane Hanson; Environmental partner Matthew Ahrens with associate Lindsay Hall; Trusts & Estates partner Austin Bramwell and Corporate partner Casey Fleck.~~The transaction closed on February 1, 2019.

Feb 11

1 min

Milbank LLP advised The Cordish Companies (“Cordish”) in connection with the definitive agreement for the sale-leaseback of the real estate assets of Live! Casino & Hotel Maryland, Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh to Gaming and Leisure Properties, Inc. (“GLPI”) for an aggregate purchase price of approximately $1.81 billion. The Maryland transaction is expected to close by year-end and the Pennsylvania transactions are expected to close in early-2022, subject to required regulatory approvals and the satisfaction of other customary closing conditions. The Milbank deal team was led by Real Estate partner Kevin O'Shea, with support from Real Estate associates Kieran Murphy, Nicole King and Christina Wing, Global Corporate partner Casey T. Fleck, and Tax partner Russell J. Kestenbaum and associate Archan J. Hazra.

Dec 8

1 min