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Deal Maker of the Year Awards 2012 WINNER - USA


DEAL: Knoll Inc. $450 Million Multicurrency Credit Facility


NAME: William E. Hiller COMPANY: Willkie Farr & Gallagher LLP POSITION: Partner, Co-Chair of the Firm’s Banking and Institutional Finance Practice Group


ADDRESS: 787 Seventh Avenue, New York, New York 10019-6099 TEL: 212 728-8228 Email: Whiller@willkie.com


BIO:


William Hiller represents a wide array of borrowers and lenders, including The Bank of Nova Scotia in acquisition financings, Level 3 Communications, Inc. in connection with its financing for the acquisition of Global Crossing and its recent $1.2 billion refinancing, Teva Pharmaceuticals, and Bank of America and Wells Fargo in connection with their recent syndicated $500 million incremental loan facility to Host Hotels & Resorts, Inc.


The Firm’s Banking and Institutional Finance Practice Group advises the complete spectrum of capital providers as well as seekers of financing in connection with leveraged acquisition financings, commercial bank loans, mutual fund financings, subscription financings, publicly offered and privately-placed notes, traditional private placement transactions, debtor-in-possession and bankruptcy exit financing, in-court and out- of-court restructurings, project financings, securitizations (including whole-business


securitizations),


derivative and swap transactions and other financings.


46 DEAL OVERVIEW:


Willkie Farr & Gallagher LLP has long advised Knoll, Inc., commencing in 1996 with Knoll’s acquisition by Warburg Pincus LLC managed funds. Knoll’s 2012 $450 million multicurrency credit facility is typical of the types of transactions handled by the Willkie Farr Banking and Institutional Finance Group, co-chaired by William E. Hiller and Michael I. Zinder.


The Firm’s finance practice group represents a large array of private equity clients (including Warburg Pincus LLC and Platinum Equity Advisors, LLC) in connection with acquisition and leveraged financing. We see the trend in credit documentation to continue to include the borrower favorable terms and structures (for example, covenant lite structures, borrower favorable EBITDA add backs, loan buyback and equity cure provisions, dividend recaps, and certain funds and documentation principles provisions) seen prior to the commencement of the credit crisis. Our group monitors these developments closely in order to ensure our clients obtain market terms.


The challenge of successfully completing any international finance transaction is to achieve a balance between providing sufficient credit support for the transaction, on the one hand, and avoiding unnecessary legal documentation, on the other hand. Lenders typically want to structure the transaction to include credit support from every domestic and foreign subsidiary of the borrower while the borrower wants to minimize the array of guarantors in order to avoid the time and expense (and tax implications) of retaining counsel in multiple jurisdiction outside the United States. A productive approach focuses on the EBITDA generating/assets centers of the borrower in order to create a guarantee and collateral package that captures the lion share of the borrower’s consolidated EBITDA and assets constituting a compromise both sides of the transactions find acceptable. Willkie has completed numerous transactions in which this balance has been achieved, including, for example, secured multicurrency financings for Fairmont Raffles Holdings International and Cushman & Wakefield.


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