- Chapter 11 Section 363 Sale
Chapman served as bankruptcy co-counsel to Avadim Health, Inc., a health care and wellness company, in the sale of substantially all of its assets to a European-based private credit alternative asset management firm in a section 363 sale process accomplished through a chapter 11 plan of reorganization. Prior to entering bankruptcy, Chapman also represented the Restructuring Committee of Avadim Health’s Board of Directors.
- First-of-Its-Kind Green Bond Financing
Chapman served as counsel to the underwriter in a $297 million first-of-its kind tax-exempt green bond financing of a senior living facility. The Zen-inspired life plan community is designed to achieve net zero energy status, will be built using sustainable construction materials, and will feature food recycling and other sustainability-minded upgrades. In addition to market-rate independent living apartments, the community will incorporate low- and moderate-income housing, as well as assisted living and memory support units.
- Acquisition of Measurement and Control Business of Emerson Electric
Chapman represented Turnspire Capital Partners LLC, a special situations-focused private investment firm, in its acquisition of Daniel Measurement and Control, a global leader in providing measurement technologies and services for the energy industry, from Emerson Electric Co.
- Innovations in Broadband Access
Chapman served as underwriter’s counsel in a series of bond transactions that financed the expansion of business and residential broadband access in Utah, particularly in underserved rural areas, by a community-owned open access fiber optic network. The bond financings provided the community-owned network with the funds to build the fiber infrastructure, which is then accessed by independent internet service providers in a competitive marketplace. This innovative open access network model helps new service providers enter the market, lowers high-speed internet costs for users, and promotes economic development. Future expansion within Utah is planned.
- Restructuring of Tel Aviv Stock Exchange Traded Bonds
Chapman has been selected and is serving as counsel to the bond trustee in connection with a restructuring of approximately US$750 million (NIS 2.4 billion) of bonds traded on the Tel Aviv Stock Exchange issued by All Year Holdings Limited, a British Virgin Islands issuer whose US subsidiaries are engaged in the acquisition and development of real estate projects located in New York.
- Social Impact Fund Formation
Chapman served as counsel to a social impact fund managed by Local Initiatives Support Corporation that provides project loans to acquire, preserve, and improve affordable housing in the Detroit metropolitan area. Chapman assisted in the formation of the fund, which involved raising capital through multiple credit facilities with local, regional, and national financial institutions.
- The Bond Buyer’s 2020 P3 Deal of the Year
Chapman served as counsel to the underwriter in connection with a first-of-its-kind $236 million tax-exempt “gap” financing of the Lincoln South Beltway public-private partnership (P3) project, which was named The Bond Buyer’s 2020 P3 Deal of the Year. The transaction involved an innovative contractor-led build finance structure and is the largest single-contract project in the history of the project grantor, the Nebraska Department of Transportation. Chapman also served as underwriter’s counsel for the Fredericksburg toll road extension P3 financing in Virginia that was named The Bond Buyer’s inaugural P3 Deal of the Year in 2019.
- Acquisition of High-Precision Metal Components Supplier
Chapman represented Turnspire Capital Partners LLC, a special situations-focused private investment firm, in its acquisition of the assets of MPI Holdings, LLC, a leading supplier of formed metal products to the North America automotive industry.
- Unique Private Placement Involving a Bank Direct Purchase
Chapman represented the note purchaser in a $45 million private placement to finance construction of a new water intake system at The Claude “Bud” Lewis Carlsbad Desalination Plant, the first-plant-of-its-kind in California and the largest desalination facility in the Americas. The transaction was unique in that the initial phase of this project was financed with a senior secured bank direct purchase, as opposed to a more traditional tax-exempt bond issue, expediting the access to capital and the start of construction on the new system.
- Acquisition of Commercial Vehicle Suspension Component Supplier
Chapman represented Turnspire Capital Partners LLC, a special situations-focused private investment firm, in its acquisition of Infinity Engineered Products, a leading provider of premium air springs for trucks, trailers, buses, and specialty vehicles.
- The Bond Buyer’s 2019 Deal of the Year
Chapman served as counsel to the banks and swap providers on a $6.5 billion financing that was named The Bond Buyer’s 2019 Deal of the Year. The deal involved the merger of Dignity Health and Catholic Health Initiatives into one system, CommonSpirit, which now operates approximately 140 hospitals and health care facilities across 16 states. The financing consisted of both a complex debt restructuring of nearly 50 series of debt and new money reimbursement, generating the largest ever order book for a municipal not-for-profit transaction. Chapman represented each of the banks that provided letters of credit, liquidity facilities, and direct purchase facilities for twenty of the series, as well as a bridge loan. Chapman also represented the swap providers in the related swap amendments. See this article and this video from The Bond Buyer for more information.
- Israel’s First Internationally-Issued CoCo Notes
Chapman served as US counsel to the indenture trustee in the first international issuance of contingent convertible (CoCo) notes by an Israeli bank. The transaction involved a US$750 million (NIS 2.6 billion) issue of CoCo deferred notes, the proceeds of which will be used to refinance existing deferred debt and manage exposure to foreign currency.
- The Bond Buyer’s Inaugural P3 Deal of the Year
Chapman served as underwriter’s counsel for a public-private partnership (P3) toll road financing that was named The Bond Buyer’s inaugural P3 Deal of the Year (2019). The Commonwealth of Virginia partnered with Transurban, an Australian toll road operations company, to finance the construction of the Fredericksburg Extension, an extension of the I-95 HOV/HOT Lanes (Express Lanes) in Stafford County, VA. The project is financed in part by $262 million of tax-exempt private activity bonds issued by the Virginia Small Business Financing Authority. See this video from The Bond Buyer for more information.
- Bitcoin Custody Business Acquisition
Chapman served as co-counsel to Xapo Inc. and its parent Xapo Holdings Limited, a global cryptocurrency wallet and custody platform, in the $55 million sale of its institutional bitcoin custody business to Coinbase Custody Trust Company. Chapman advised on a variety of regulatory, operational, and subject matter issues relating to the transaction.
- Innovation in Exchange-Traded Funds
Chapman serves as fund counsel to the Syntax Stratified LargeCap ETF (SSPY), a first-of-its-kind ETF that tracks the performance of a uniquely designed equity market index, which is a stratified-weighted version of the S&P 500. The fund’s methodology, an alternative to market cap weighting, is designed to control exposure to business related risks across the entire S&P 500 Index. The ETF was structured to carry-forward performance of its existing private fund’s portfolio of securities, thus launching with four years of prior performance history.
- Stadium Financing for Tottenham Hotspur
Chapman served as counsel to institutional investors in a £525 million (US$659 million) refinancing for Tottenham Hotspur Stadium in London. Home to Tottenham Hotspur, a Premier League soccer club, the stadium refinancing included the issuance of private placement notes to US investors.
- Illinois’s First C-PACE Financing
Chapman served as special counsel to an Illinois county in the state’s first transaction under a commercial property assessed clean energy (C-PACE) financing program, which allows property owners to obtain upfront financing from private capital providers for energy efficiency and renewable energy projects in new and existing buildings. Funding is secured by a special assessment lien on the property and is repaid as a line item on the owners’ property tax bill. The financing, which closed on August 30, 2019, provided for a roof replacement and solar installation for a commercial property in DuPage County.
- Synthetic Lease for a Railroad’s Corporate Headquarters
Chapman served as counsel to the arranger and bank lessor in a $550 million synthetic lease for a US railroad’s new corporate headquarters. The to-be-constructed headquarters comprises approximately 750,000 square feet of office space and related ancillary services for employees.
- Crypto-Collateralized Loans
Chapman represented a financial services firm that serves as a third-party key agent for digital asset/crypto-collateralized loans, including bitcoin- and ether-backed loans, originated by a decentralized platform operated by a financial technology company.
- First US Pay for Success Financing Supporting Veterans with PTSD
Chapman represented three investors in the first US pay for success financing that supports unemployed or underemployed veterans with post-traumatic stress disorder (PTSD) in attaining competitive and compatible employment. The $5.1 million Veterans Coordinated Approach to Recovery and Employment (Veterans CARE) initiative is a partnership of Social Finance, the US Department of Veterans Affairs, local governments, and impact investors, and is the first multi-state project of its kind. Click here for more information.
- Acquisition of Health Care Leases and Loans
Chapman served as counsel to a commercial bank in its $1.5 billion acquisition of a portfolio of health care equipment leases and loans involving 1,100 hospitals and 3,600 physician practices and diagnostic and imaging centers across the US. The transaction includes a five-year vendor finance program agreement.
- Common Stock Accelerated Share Repurchase Transaction
Chapman represented a US railroad in a $3.6 billion common stock accelerated share repurchase transaction with two financial institutions. This was the first step of an expected three-year accelerated share repurchase program to repurchase an aggregate of $20 billion of the company’s common stock.
- Marketplace Lending Facility for Solar Panels
Chapman represented a US investment bank, as lender and agent, in a $150 million senior secured marketplace lending facility in connection with consumer loans to finance the acquisition of solar panels.
- Commercial Finance and Leasing Company Financings
Chapman represented the structuring agent, joint bookrunners, and initial purchasers in a $685 million term securitization backed by a portfolio of large-ticket commercial equipment loans and leases involving a variety of asset classes, including rail, aviation, marine transportation, energy, real estate, and manufacturing. In a second transaction for the same commercial finance and leasing company, Chapman represented the facility agent in a $500 million revolving securitization facility involving a similarly diverse group of assets, and Chapman represented the facility agent when the facility was later extended and amended to $1 billion.
- P3 Financing — I-95/I-395 Express Lanes Project
Chapman represented the solicitation agent and the lead underwriter in the solicitation of consents from the Series 2012 Bondholders to permit the extension of the I-95 Express Lanes project in Arlington County, VA and the issuance of tax-exempt Series 2017 Bonds, on a parity with the outstanding Series 2012 Bonds, to finance the I-395 segment improvements. The $475 million project will extend high occupancy vehicle and high occupancy toll lanes along the I-395 corridor to the Pentagon pursuant to a long-term concession between the Virginia Department of Transportation (VDOT) and an entity owned by affiliates of the operator.
- Sale of Racetracks and Casinos
Chapman represented Centaur Holdings LLC in a $1.7 billion sale to Caesars Entertainment Corporation. Centaur is the owner of two Indiana racetracks and casinos – Hoosier Park Racing and Casino and Indiana Grand Racing and Casino. The sellers included Clairvest Group Inc. and West Face Capital. The Chapman deal team was led by Michael Friedman, Larry Halperin, and Cathy Rossouw with the assistance of Craig Cohen, Kristin Parker, Gary Polega, and Aaron Krieger. For more information, click here for the Clairvest press release, and click here for the Caesars press release.
- Securitization of Marketplace Consumer Loans
Chapman represented the initial purchasers in connection with a $500 million securitization of a portfolio marketplace consumer loans using an innovative financing structure. The transaction was the first securitization of consumer loans purchased by a consortium of investors from an online lender in connection with a $5 billion purchase program.
- Acquisition of Railcar Leasing Business
Chapman represented a bank-owned leasing firm in its $2.8 billion acquisition of a railcar leasing business from an investment group. The acquisition included 29,000 railcars and a three-year option to purchase an additional 4,800 railcars for $585 million.
- SEC Registered Marketplace Lending Fund
Chapman represents the sponsor in the organization and offering of a new publicly offered closed-end investment company focused on marketplace loan investments. The product is among the first to provide retail investors an opportunity to invest in an SEC registered fund investing in marketplace loans.
- Debt Facility for Biopharmaceutical Company
Chapman served as counsel to a health care and life sciences hedge fund in a $10 million debt facility for a biopharmaceutical company. The debt facility will be used to repay an existing debt facility and support the company's build out of its manufacturing facility.
- Term Loan for a Molecular Diagnostics Company
Chapman served as counsel to a life sciences hedge fund in connection with a $15 million term loan facility for a molecular diagnostics company. The term loan facility includes an initial $15 million tranche and a second $10 million tranche that is available at the company’s option over the next year.
- Acquisition of Manufacturer of Engineered Components
Chapman represented Turnspire Capital Partners LLC, a New York-based private investment firm, in the acquisition of the business of United Plastics Group, Inc., a global manufacturer of precision injection molded plastic components for the data center, automotive, energy, industrial/consumer, and health care markets.
- 2017 Southeast Region Deal of the Year
Chapman served as bond counsel on a $473 million bond issue for the benefit of Kentucky-based Owensboro Health, which was named the 2017 Southeast Region Deal of the Year by The Bond Buyer. The transaction marked the first use of bond insurance and a surety bond in place of a funded debt service reserve fund by a health care financing since the credit crisis. See this video from The Bond Buyer for more information.
- The Bond Buyer's 2016 Deal of the Year
Chapman was special counsel to the underwriters in connection with the issue of San Diego Unified School District 2016 General Obligation Bonds (Dedicated Unlimited Ad Valorem Property Tax Bonds), which was named the The Bond Buyer's 2016 Deal of the Year after being nominated as the 2016 Far West Region Deal of the Year. The bond issue was the culmination of an effort to improve the ratings associated with California General Obligation Bonds for all school and community college districts, cities, counties, and other local governments that issue them. As a result of these efforts, this bond issue received a rating upgrade to “AAA,” resulting in significant savings to the school district. See this article and this video from The Bond Buyer for more information.
- 2016 Healthcare Financing Deal of the Year
Chapman was bond counsel for the Illinois Finance Authority’s $1 billion bond issue on behalf of Presence Health Network, which was named the 2016 Healthcare Financing Deal of the Year by The Bond Buyer. As one of the largest high-yield not-for-profit health care bond issues in recent years, the transaction enabled Presence Health to refinance all of its outstanding debt and provided significant interest savings that Presence Health will reinvest in services as part of its turnaround plan. See this video from The Bond Buyer for more information.
- 2016 Southeast Region Deal of the Year
Chapman served as counsel to a bank syndicate that purchased $200 million in bonds in connection with the restructuring of Vanderbilt University Medical Center into a fully independent not-for-profit entity. The complex transaction involved a $1.13 billion financing vehicle involving both taxable and tax-exempt debt and was named the 2016 Southeast Region Deal of the Year by The Bond Buyer. See this video from The Bond Buyer for more information.
- University of Kansas P3
Chapman represented the underwriters of a $326 million tax-exempt P3 bond transaction for the University of Kansas. The proceeds fund a new central campus development on over 40 acres, including academic science facilities (260,000 square feet), student union space (105,000 square feet), two housing facilities (1,200 beds), and a power plant, as well as additional parking and infrastructure to support the new facilities on the University’s Lawrence campus.
- Commercial Lending Litigation
Obtained dismissal for lender in multimillion-dollar federal racketeering lawsuit involving allegations of commercial lending fraud.
- Community Solar Project Financing
Chapman represented community solar energy developer United States Solar Corporation (US Solar) in a project financing to support the development of a 100+ MW portfolio of solar assets. Alliance Fund II, LP, an affiliate of North Sky Capital, invested in the project that will initially focus on the community solar market in Minnesota. US Solar is a developer, owner, operator, and financier of solar generation projects with a focus on emerging Midwestern regional markets and community solar programs. For more information, see PV Magazine.
- Stadium Financing for the Atlanta Falcons
Represented institutional investors in two series of refinancings totaling $555 million for the new Mercedes-Benz Stadium in Atlanta.
- Bond Counsel for Milwaukee Infrastructure Development Financing
Chapman served as co-bond counsel to the City of Milwaukee in a $37.4 million financing for a parking structure and public plaza connecting the new 17,500-seat Milwaukee Bucks Arena to a proposed entertainment district.
- Credit Facility for Online Business Lender
Chapman represented an investment bank in structuring a $100 million credit facility for an online lender to expand partnerships with regional and community banks that extend loans to small businesses.
- Marketplace Loan Securitization
Chapman represented the securities purchaser and placement agent in a $900 million securitization of a portfolio of online consumer loans. We were able to complete the transaction on an accelerated schedule due to our deep experience in developing securitization structures for marketplace lending platforms.
- Receivables Purchase Facility
Chapman served as counsel to the administrative agent and syndicate in connection with the structuring and documentation of a receivables purchase facility for a major wireless telecommunications company. The $800 million revolving facility allows the telecommunications company to monetize its portfolio of wireless equipment installment contracts, including the financing of cash flows from customer device upgrades. The facility achieved accounting deconsolidation under both GAAP and IFRS.
- Hydroelectric Private Placement
Chapman served as investors’ counsel in a $140 million private placement of senior secured notes to finance a portfolio of thirteen hydroelectric plants located in New York, Pennsylvania, Virginia, and West Virginia with a total capacity of 106 megawatts. Click here for more information.
- Hydroelectric Facilities Project Financing
Chapman served as investors' counsel in a $140 million project financing for the owner of nine hydroelectric generation facilities.
- Israeli Distressed M&A Transaction
Chapman served as counsel to the purchaser of minority equity interests in a limited liability company that is the owner/operator of a chain of convenience stores located along the Atlantic seaboard. The transaction was unique in that it involved the purchase of equity interests from an insolvent Israeli public company as part of a court supervised process. Chapman, working with local Israeli counsel, assisted the client in negotiations with the insolvent public company and its bondholders. In addition, after the majority equity holder commenced suit against the sellers in Delaware Chancery Court seeking to block the transaction, Chapman assisted in negotiating a settlement and new operating agreement with the majority equityholder.
- Water Desalination Plant Private Placement
Chapman served as investors' counsel on a US$310 million and A$100 million private placement of senior notes by the operator of the Victorian Desalination Plant in the State of Victoria, Australia.
- Structured Finance Facility
Chapman served as counsel in a $1.6 billion structured finance facility for a $2.5 billion acquisition. We represented a German bank and a Dutch bank as arrangers and joint lead agents as part of a syndicate of twelve US, European, and Asian financial institutions who structured this transaction to use securitization as acquisition finance for the purchase of a shipping container leasing company. This transaction involved coordination of two London law firms, two Barbados law firms and one Singapore law firm to handle the myriad unique international legal issues.
- Airport Financing
We represented the agent bank in the restructuring and refunding of $350 million aggregate principal amount of tax-exempt bonds for the Indianapolis International Airport. This transaction was unique because the original monoline insured transaction was refinanced through a private placement and loan syndication involving five other commercial banks. Since the pricing of the bonds was based on the LIBOR Index, the borrower was able to completely hedge its interest rate risk and, by way of the private placement, also able to avoid the necessity of an offering document.
- Straight-A Funding Program
Straight-A Funding was a federal government-sponsored student loan conduit program that provided $60 billion in support for U.S. student loans. The conduit was an issuer of asset-backed commercial paper worldwide and allowed continued access to loans for college students and their parents in the years following the financial crisis. The program was sponsored by the Department of Education, the Department of the Treasury, and the Office of Management and Budget; we acted as counsel to the program manager in the structuring of the program and in each of its transactions.
- Financing Infrastructure in Utah
We served as bond counsel to the State of Utah for the largest offering of bonds in the state’s history. $1.03 billion aggregate principal amount of general obligation bonds were issued to help finance, among other things, the I-15 corridor expansion, the construction of the Mountain View Corridor, and the construction of various buildings and improvements for certain of the state’s colleges and universities. The bonds mature in 15 years and have a true interest cost of approximately 2.1%.
- Restructured Commercial Paper Conduits
We served as lead US counsel to a major bank conduit sponsor in its acquisition of over $20 billion in asset-backed commercial paper conduit-funded transactions as part of its acquisition of the wholesale bank business of another major international bank. The engagement included both advising on high-level structural and regulatory issues and addressing all legal aspects related to transferring over 80 separate securitization transactions and transferring the administration and credit facilities related to each conduit.
- Rail Car Joint Venture
We represented a leader in leasing and managing fleets of transportation assets in its purchase of a 12.5% interest in a joint venture formed to acquire a portfolio of approximately 5,350 railcars, and in negotiation and documentation of its rights as investor in and manager of that portfolio. The railcar portfolio was acquired via foreclosure and the foreclosing lenders brought the large owner and lessor of railcars in to invest in and manage the portfolio.
- Horse Butte Wind Project
We acted as counsel to Utah Associated Municipal Power Systems (UAMPS) in connection with the Horse Butte Wind Project in Bonneville County, Idaho. The project is currently sized at 57.6 megawatts and may be increased up to 99 megawatts. UAMPS is the developer and committed power purchaser for the project and will resell the power to its participating members in Utah, California, Idaho, Nevada, and Wyoming.
- Start-Up Funding
We represented the agent and lead lender on a $150 million syndicated loan facility that is now providing warehouse financing to a start-up equipment finance company. This transaction, which represents the partnering of a seasoned management team, a knowledgeable private equity firm, and an experienced lender finance team, will create funding for other small and midsized businesses.
- Solar Initiatives
Our attorneys continue to advise lenders and tax equity investors on transactions that use state incentives and federal investment tax credits to fund solar-generated electric power projects in various locales around the country (including California, Florida, New Jersey, and Colorado).
- Leveraged Buy-out of a Technology Company
Counsel to a bank syndicate in securitization transactions financing a portion of the $25 billion leveraged buy-out of a technology company.
- Troubled Mortgage Loans
We acted as special tax counsel to a fund manager in connection with the structuring of several funds launched by it to acquire and restructure troubled mortgage loan portfolios.
- One of the Largest Private Placements to Date
Investors’ counsel for $1.2 billion private placement for French aerospace conglomerate, one of the largest to date.
- Aircraft Product Support Distribution Center
Counsel to lessor in the financing of a 400,000-square-foot product support distribution center for an aircraft manufacturer.
- Pleasure Boat Financing Company
Agent bank counsel in a $33 million secured revolving credit facility extended to a pleasure boat financing company.
- Equipment Leasing Company Finance
Counsel to an equipment leasing company in a $154 million first time issuance of asset-backed securities.
- American Airlines Bankruptcy
Representing the financers of approximately half of American Airlines' fleet in bankruptcy.
- State of Illinois
Chapman is Bond Counsel and Disclosure Counsel to the State of Illinois.
- Student Loan Securitization
Issuer’s counsel for an $8 billion student loan securitization transaction.