Laurence S. Hughes

Areas of Practice

• Commercial Finance
• Corporate Law
• Mergers and Acquisitions
• Securities Law
• Corporate Finance
• Financial Restructuring
• Leveraged Finance
• Private Equity/Venture Capital
• Services for Investors
• Service for Private Companies
• Services for Public Companies
• Services for Shareholders

Representative Matters

• Represented American Racing and Entertainment, the owner and operator of Tioga Downs Casino Resort and Vernon Downs Casino Hotel, in its $175 million sale and leaseback of the real estate assets of Tioga Downs to Gaming and Leisure Properties, Inc. (NASDAQ: GLPI), a real estate investment trust focused on owning real estate property that is leased to gaming operators.

• Represented Armstrong World Industries, Inc. (NYSE: AWI), an international designer and manufacturer of commercial and residential ceiling, wall and suspension system solutions, in obtaining $950 million in credit facilities ($500 million revolver and $450 million term loan).

• Represented MLP Ventures and real estate developer J. Brian O’Neill in the closing of a $144.6 million debt and equity financing to fund MLP Ventures’ purchase of the former GlaxoSmithKline Research & Development Center in Upper Merion, Pennsylvania, and to fund future operating costs, renovations, and leasing costs for prospective tenants moving into the center.

• Represented an affiliate of Deerfield Management Company, L.P. in a $540 million acquisition financing for the purchase of an office building at 345 Park Avenue South, New York, New York and for the redevelopment of the building as office building with lab space; financing included three mortgage loans and a mezzanine loan.

• Represented StoneMor Partners (NYSE: STON), a leading owner/operator of cemeteries and funeral homes in multiple states and Puerto Rico, in its $447.5 million recapitalization transaction, consisting of a $385 million private placement of 9.875% Senior Secured PIK Toggle Notes to various noteholders and concurrent private placement of $62.5 million of liquidation value of Series A Convertible Preferred Units of the Partnership to Axar Capital Management.

• Represented Voxx International Corporation and a majority of its U.S. and foreign subsidiaries in a $155 million syndicated, secured, asset-based loan facility extended by Wells Fargo, Citibank, Key Bank and HSBC.

• Represented a specialty food importer and certain of its affiliates in a $250 million syndicated, secured revolving credit facility (which included a $50 million accordion feature) extended by Citibank and certain other lenders.

• Represented a specialty chemical company in closing a $175 million credit facility, comprised of revolving credit, term loan, swing line and letters of credit sub-facilities. The credit agreement contains an accordion feature affording the client the right to increase the revolving credit facility size by $50 million.

• Represented Diamond Offshore Drilling, Inc. (NYSE: DO) in the $1 billion public offering of its senior notes.

• Represented affiliates of American Energy Partners, LP in a private equity-backed equity investment of approximately $1.7 billion, including a subordinated debt investment of $450 million. The investment proceeds will be used to acquire and develop energy assets.

• Represented Quanta Services, Inc. (NYSE: PWR) in negotiating and documenting an amended and restated credit agreement with a syndicate of lenders led by Bank of America, N.A., increasing the capacity under the senior secured revolving credit facility from $700 million to $1.325 billion, adding certain U.S. and foreign subsidiaries as co-borrowers and providing for up to $400 million in loans in certain non-U.S. currencies.

• Represented Hill International Inc., a global leader in managing construction risk, in a $165 million debt refinancing transaction.

• Represented a state power organization in certain municipal finance matters.

• Represented Koch Foods Incorporated in closing a $450 million loan transaction that involved 28 parcels of real estate in Ohio, Illinois, Tennessee, Alabama, Georgia and Mississippi.

• Represented Hill International in raising $75 million in gross proceeds ($71.5 million net) in a four-year, second lien term loan pursuant to a credit agreement entered into with funds managed by Tennenbaum Capital Partners, LLC. The company also amended its $100 million senior credit facility with a consortium of banks led by Bank of America, N.A.

• Represented a provider of offshore contract drilling services in a $750 million financing transaction with a syndicate of banks.

• Represented the agent and lead lender in a syndicate of eight financial institutions providing a $250 million multicurrency revolving credit facility to a publicly-held distributor of healthcare products and services.

• Represented one of the United Kingdom's largest publicly-held conglomerates in a series of acquisitions which established for such entity a significant United States presence in the rail flaw detection and maintenance business. These transactions involved a myriad of business and legal issues, including a Justice Department (antitrust) investigation, acquisition financing, and environmental, labor, ERISA and tax considerations.

• Represented a major east coast food distributor in simultaneous financing transactions involving an equity investment by a major Wall Street investment banking firm, an asset-based credit provided by a major U.S.-based financial institution and a mezzanine debt facility provided by a major U.S.-based investment firm.

• Represented the founder and senior executive officer of a telecommunications company (one of the seminal providers of air-to-ground radio-telephone communications and related technologies and services to the airline industry) in a corporate restructuring/change of control transaction involving complex corporate, tax and regulatory issues.

• Represented the purchaser (an affiliate of a Middle Eastern government) in the acquisition of a major hotel in Bermuda. The terms and timing of the transaction's consummation were structured to comport with Bermudian laws restricting foreign ownership.

• Represented the purchasers of a controlling interest in a major United States sports team. This representation included the formation of investment limited partnerships, all aspects of the partnerships' private securities offerings, the refinancing of the acquired entity's credit facility, and obtaining league approval for the ownership change.

• Represented the senior lender in a secured credit facility extended to a well-known entertainment industry company and in the restructuring and intercreditor aspects relating to the borrower's mezzanine debt investor/lender (a well-known investment company).

• Reviewed and negotiated syndicated loan transaction documents on behalf of a lender committing to a portion of a $700 million revolving credit and term loan facility.

• Represented the agent and lead lender in a syndicate of seven financial institutions providing a $74 million term loan facility to a privately-held affiliated group of real estate holding companies, secured by 10 real estate properties located throughout the United States (which properties were leased to an affiliated group of operating companies that distribute food products, health and beauty aids, household goods and other related products).

Admissions

• New York

Education

• Brooklyn Law School, J.D., 1981
• Fordham University, B.A., 1977

Professional Activities

• New York State Bar Association

Board Memberships

• Center for Human Options, Inc.

Selected Speaking Engagements

• Speaker, "Responsible Re-Opening," Marcum, Webinar, May 27, 2020