Frank R. Adams
Partner
Frank Adams is chair of the firm’s Europe, Middle East and Africa corporate finance practice and a member of the Firm’s Executive Committee. The firm’s EMEA corporate finance practice comprises lawyers practicing in the major financial and commercial centers throughout the region, including London, Frankfurt, Milan, Rome, Paris, Dubai, Riyadh, Moscow and Warsaw.
Mr. Adams practices primarily in corporate finance and mergers and acquisitions, and has extensive experience in acquisition finance, high yield debt and cross-border and other complex securities offerings. He also represents several public companies on an ongoing basis in corporate governance and other board level matters, securities law compliance and disclosure matters. He regularly represents issuers and investment banks in structuring and executing innovative liability management transactions, including the first ever bond tender and consent solicitation on the Polish market and a series of secured convertible notes exchanges that won the Treasury Today 2011 award for Best Corporate Debt Solution.
Representative Matters
Representation of Polkomtel S.A. in multiple financings, including a dual tranche offering of high yield notes, comprising €543 million 11.75% senior notes due 2020 and $500 million 11.625% senior notes due 2020, an offering of $200 million 14 ¼% PIK notes due 2010, and the related bridge financings. These financings constituted part of the financing for the $6 billion acquisition of Polkomtel by Spartan S.A., for which the firm was selected Finance Team of the Year at the 2012 Legal Business Awards;Representation of Cyfrowy Polsat S.A. in an offering of €350 million 7.125% senior secured notes due 2018 and a concurrent senior secured credit facility;
Representation of Johnson & Johnson in its offering of $4.4 billion senior notes, comprising seven tranches of fixed and floating rate notes with maturities ranging from 2013 through 2041;
Representation of CET 21 spol. s r.o. and its parent, Central European Media Enterprises Ltd., in CET 21’s offering of €170 million 9.00% senior secured notes due 2017 and a concurrent senior secured revolving credit facility;
Representation of the underwriters for HealthSouth Corporation’s $525 million dual-tranche offering of high-yield notes, comprising $275 million 7.25% senior notes due 2018 and $250 million 7.75% senior notes due 2022;
Representation of Central European Distribution Corporation in concurrent equity and senior secured high-yield notes offerings, aggregating $1.2 billion in proceeds, comprising 10.25 million shares of common stock, $380 million 9.125% senior secured notes due 2016 and €380 million 8.875% senior secured notes due 2016, to finance, among other things, the acquisition of the Russian Alcohol Group;
Representation of LifePoint Hospitals, Inc. in its offering of $400 million 6.625% senior notes due 2020, the company’s inaugural high-yield notes offering;
Representation of the underwriters for offerings aggregating $2.0 billion in principal amount of senior notes issued by Staples, Inc., which refinanced short-term indebtedness incurred to finance its acquisition of Corporate Express N.V.;
Representation of Lottomatica S.p.A. in its €1.4 billion equity rights offering and its issuance of €750 million interest deferrable step-up capital securities, which constituted part of the financing for Lottomatica’s acquisition of GTECH Holdings Corporation, the largest-ever Italian acquisition in the United States;
Representation of Weather Investments, Wind and affiliated companies in the €2 billion bridge, high-yield and PIK financing for the €12 billion leveraged buyout of Wind, an Italian telecommunications provider. The Wind transaction was named “European Debt & Equity-Linked Deal of 2005” by International Financial Law Review; and
Representation of Burns, Philp & Company Limited in a series of high-yield offerings and other financings, including an offering of high-yield notes during the pendency of its unsolicited takeover offer on the Australian Stock Exchange for Goodman Fielder Ltd.
Mr. Adams has advised clients in many domestic and cross-border securities offerings, and regularly represents The Walt Disney Company, LifePoint Hospitals, Inc. and Johnson & Johnson in securities and finance matters, including in numerous offerings of convertible and investment grade notes and in US and European medium term note and commercial paper programs.
Selected Activities
American Bar Association
Association of the Bar of the City of New York
Contributor, Model Negotiated Covenants and Related Definitions, by the Committee on Trust Indentures and Indenture Trustees, American Bar Association Section of Business Law, 2006
Contributor, Report of the American Bar Association Business Law Section Task Force on Delivery of Document Review Reports to Third Parties, 2011
Education
New York University School of Law, 1993, J.D., cum laude
Boston University, 1984, B.A., magna cum laude
Bar Admissions