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MoFo Represents Beach Point Capital Management and Bardin Hill Investment Partners in Private Placement by the Scenic Group 

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Morrison & Foerster represented global investment managers Beach Point Capital Management and Bardin Hill Investment Partners in connection with the private placement by Columbus Finance B.V., a finance subsidiary of the Scenic Group, of €55 million senior secured notes due 2024. Scenic Group is a leading, privately-owned luxury river tour, land tour, and ocean cruise operator.

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Morrison & Foerster represented global investment managers Beach Point Capital Management and Bardin Hill Investment Partners in connection with the private placement by Columbus Finance B.V., a finance subsidiary of the Scenic Group, of €55 million senior secured notes due 2024. Scenic Group is a leading, privately-owned luxury river tour, land tour, and ocean cruise operator.The MoFo deal team was led by London Finance partners Matthew Dunlap and Christopher Kandel, and London Finance associates Rebecca DeLong, Amber Pledge, and Clara Hutchison, with support from Finance partner Geoffrey Peck, Finance associate John Tawadrous, Tax partner Tony Carbone, and Tax associate Philip Jaworskyj (all New York).

MoFo Represents Beach Point Capital Management and Bardin Hill Investment Partners in Private Placement by the Scenic Group

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Geoff has extensive experience in representing investment banks, private debt funds, hedge funds, business development companies, asset managers, specialty finance companies, borrowers, and issuers in large-cap, middle-market, and mezzanine financings and restructurings.Geoff works with clients on domestic and international financing matters, particularly cross-border transactions, including:<ul><li>Acquisition financings</li><li>Asset-based financings</li><li>Bridge financings</li><li>First/second liens financings</li><li>Hybrid debt/equity financings</li><li>Preferred equity financings</li><li>Private placements</li><li>Project and infrastructure financings</li><li>Trade financings</li><li>Subordinated financings</li><li>Subscription-backed financings</li><li>Unitranche financings</li><li>Warehouse financings</li></ul>Geoff also regularly represents creditor committees, ad-hoc committees, creditors, and debtors in connection with insolvency matters, including complex workouts and restructurings, DIP financings, exit financings, secondary trading of debt and equity, and analysis of special situations trading opportunities.Clients regularly retain Geoff to develop new products and form documents.Geoff maintains an active pro bono practice and is the president of the board of trustees of GAIA, a non-profit organization providing health services in sub-Saharan Africa. He is also an active speaker and regularly writes on finance trends and issues.Before joining Morrison Foerster, Geoff worked at a global investment bank, where he provided legal advice and transaction management services to the bank’s proprietary and special situations investment groups, which included par and distressed trading groups.<h4>Representative Experience</h4><ul><li>Represented Alter Domus (f/k/a Cortland Capital Market Services) as loan agent related to the refinancing and amendment and extension of certain loan facilities of borrower Moran Foods, LLC (also known as Save A Lot). The refinancing includes a new $200 million asset-based lending credit facility and an extended maturity with respect to approximately $377 million of existing first and second lien loans.</li><li>Represented ResCap in its $1.45 billion DIP financing, a hybrid leveraged loan and securitization. International Financing Review named the transaction a 2013 restructuring of the year.</li><li>Represented the lead arranger and commercial lenders in $847 million of financings extended to Ecopetrol, the Colombian petroleum company. The loans were guaranteed by an export credit agency. Trade Finance magazine recognized the transaction as a 2013 deal of the year.</li><li>Represented Cerro de Aguila in its $595 million financing of a 525 MW hydroelectric power plant in Peru. Project Finance magazine recognized the transaction as a 2013 Latin American power deal of the year.</li><li>Represented the lead arrangers in connection with a $3.250 billion syndicated loan financing extended to finance the corporate reorganization of a global real estate company.</li><li>Represented the lead arrangers in connection with $785 million of trade financings extended to a Brazilian exporter.</li><li>Represented the lead arrangers in connection with a $357.5 million first/second lien bankruptcy exit financing extended to Rotech Healthcare.</li><li>Represented the lead arrangers in connection with a $160 million mezzanine financing extended to a Caribbean and Latin American telecommunications and media company.</li><li>Represented the lead arranger in connection with a $150 million subscription-backed financing extended to a global infrastructure fund.</li><li>Represented a business development company in connection with a $125 million syndicated debt capital raise.</li><li>Represented the administrative agent and lender in connection with a $116 million first/second lien financing extended to a chain of residential behavioral and addiction health treatment centers.</li><li>Represented the lead arrangers in connection with $24 million and £24 million of unitranche acquisition financings extended to affiliated U.S. and UK technologies companies.</li><li>Represented an infrastructure private equity fund in financing the acquisition of a 97 MW wind farm located in the Pacific Northwest.</li><li>Represented the lead arrangers in connection with an out-of-court restructuring of loans extended to a large chain of Mexican retail stores.</li><li>Represented Circuit of the Americas in connection with a syndicated loan and mezzanine financing used to construct a motor sports and multi-purpose entertainment venue in Austin, Texas, which hosts, among other events, the Formula 1 United States Grand Prix.</li></ul>

Geoffrey R. Peck

Partner

John Tawadrous’ practice focuses primarily on the representation of investment banks, private credit funds, corporate borrower clients, and private equity sponsors in leveraged and acquisition finance transactions. John helps these clients structure, negotiate, and document complex financing transactions (both secured and unsecured) in jurisdictions across the world. He also counsels clients through leveraged buyout transactions, project financings, investment grade deals, restructuring exercises, and the refinancing and repricing of existing credits.Prior to joining Morrison & Foerster’s Finance & Projects group, John was an associate at another major law firm in New York. Before that, he gained experience as an associate in the finance group of global law firms in Australia.<h4>Representative Experience</h4><h5>Finance Transactions</h5><ul><li>Represented the joint lead arrangers and administrative agent in connection with a $150 million syndicated term loan, a $20 million revolving credit facility, and a $40 million syndicated delayed draw term facility to a portfolio company of a bulge bracket private equity fund.</li><li>Represented the joint lead arrangers and administrative agent in connection with a $535 million senior secured first-lien term loan and a $125 million senior secured second-lien term loan for a corporate borrower.</li><li>Represented the joint lead arrangers and administrative agent in connection with the repricing of a $1.32 billion term loan facility and a $75 million revolving loan facility for a public company. </li><li>Represented the administrative agent and private credit funds, as lenders, in connection with commitments for a $120 million incremental term loan for a corporate borrower. </li><li>Represented the administrative agent and lender in connection with an unsecured $220 million term loan to an investment grade utility company.  </li><li>Represented the administrative agent in connection with an amendment to a public company’s $1 billion five-year revolving credit facility.</li><li>Represented a corporate borrower in relation to a $56 million bilateral term loan facility provided by a commercial bank. </li></ul><h5>Restructuring Transactions</h5><ul><li>Represented a private credit fund, as administrative agent and lender, in connection with the successful restructuring of the approximately $90 million outstanding debt under a corporate borrower’s $117 million senior secured term loan facility. </li><li>Represented a private credit fund, as administrative agent and lenders, in connection with the successful restructuring of approximately $65 million of $95 million in principal and interest outstanding under the corporate borrower’s senior secured term loan facility.</li></ul>

John Tawadrous

Associate

Anthony J. Carbone is a partner in our New York office and chair of the Tax practice. His practice focuses on tax planning strategies and the tax consequences of a wide range of business, investment and capital markets transactions in the U.S. and internationally.He advises clients on all forms of mergers and acquisitions, reorganizations, fund formation and leveraged buyouts representing private equity funds, deal sponsors, investment banks, commercial banks and hedge funds, as well as venture capital, real estate and other funds (foreign and U.S.), acquiring target companies, and management groups.Tony has extensive experience on the tax aspects of bankruptcy matters and has been involved in many high-profile matters. He also has extensive experience in the tax aspects of corporate finance transactions representing both financial institutions and their customers and clients. He advises banks and other offshore clients on the tax aspects of their U.S. and offshore business activities, and their offerings of securities and other financial products into the U.S. His experience includes foreign investments in the U.S. and abroad, international joint ventures and international finance transactions.Tony also has extensive experience in a wide variety of securities offerings, including complex debt securities, securitization transactions and derivatives. His expertise includes debt securities that contain an embedded derivative, including finance instruments with returns linked to various types of reference assets.Tony handles federal, state and local tax controversies involving both administration proceedings and litigation in federal and state courts. Tony has also been involved in a number of cases challenging the applicability and/or constitutionality of certain New York State and city tax provisions and has successfully had such proceedings transferred from the State Tax Administration Tribunal to the New York state courts.Prior to joining Morrison Foerster, Tony was a tax partner at a large, international law firm based in New York and prior to that he was a partner at Bingham McCutchen LLP, where he was co-leader of the Tax Group, a former deputy chair of the corporate area, and co-managing partner of Bingham’s New York office. Tony is a member of the American Bar Association (Tax Section) and the New York State Bar Association (Tax Section). He is the former President of the New York Chapter of the Indiana University Kelley School of Business Alumni Association and has served as a member of the Board of Directors of the university’s alumni organization.Tony is a Certified Public Accountant.

Anthony Carbone

Chair of the Tax Practice

Phil advises clients on U.S. federal income tax considerations in connection with domestic and cross-border transactions, including mergers and acquisitions, reorganizations, capital markets transactions, derivatives, and other financial products. He regularly represents clients in a wide variety of industries, including foreign and domestic banks, financial institutions, technology and Fintech companies, investment funds, and companies in the consumer and hospitality industries.Phil’s practice also includes advising on all U.S. federal income tax aspects of formation, ongoing operations, and compliance matters for public and private REITs and real estate funds, private equity funds, and joint ventures. This broad experience allows him to provide commercially minded advice and deliver practical solutions to the firm’s clients. In addition to transactional tax matters, Phil enjoys helping clients navigate and successfully resolve administrative matters with the IRS, as well as complex tax controversies. Phil regularly contributes to MoFo’s pro bono and community engagement initiatives, including education policy and advocacy matters.

Philip Jaworskyj

Private Equity Investments + Buyouts

Capital Markets