With a reputation for capital markets prowess
and First Amendment excellence, Cahill Gordon & Reindel LLP is
the picture of an effective-and conservatively managed-firm. With
around 350 attorneys, Cahill focuses on a pool of practice areas
ranging from bankruptcy and restructuring to crisis advisory and
Cahill was founded in 1919, and from the
start, it proved itself as a player in corporate law and finance.
Its best-known name partner was John T. Cahill, a former U.S.
attorney for New York's Southern District in Manhattan-an office
that The New York Times dubbed "one of the city's
most powerful clubs." Cahill led a period of growth and expansion
after World War II; over time, the firm welcomed partners and
attorneys with stints at the U.S. Department of Justice, the
Federal Trade Commission, the SEC and the Treasury Department.
Today, in addition to its financial services and banking clients,
Cahill represents clients in a variety of practice areas, from real
estate to government investigations.
Keeping up with firms more than ten times its
size, Cahill consistently ranks among the most profitable
operations in the country on a per-partner basis. With global debt
and equity capital markets and bank financing deals as the firm's
forte, Cahill represents numerous leading banks and multinational
companies. In recent times, Cahill has advised the underwriters in
the IPO of Ally Financial (formerly known as GMAC) in a move by the
company to improve its financial program and to repay T.A.R.P.
funds allocated to it by the U.S. Treasury following the financial
crisis and in the IPOs of HCA, Inc., Nielsen and Aramark-all among
the largest U.S. private-equity backed IPOs. Cahill also helped NBC
in its recent $7.75 billion acquisition of the exclusive broadcast
rights to the Olympic Games through 2032. Turning to LBOs, the firm
has counseled the financiers behind the recent leveraged buyouts of
Dell, H.J. Heinz, Dole Foods, Active Network, BMC Software and
DuPont Performance Coatings, as well as in eight of the ten largest
buyouts completed in the 2006-07 buyout boom. In a testament to
Cahill's transactional track record, the firm has won many honors
and topped many rankings thanks to its corporate finance
That's not to say Cahill's a one-trick pony,
though. The firm has also forged a reputation as a formidable house
for litigation. Some of Cahill's notable recent clients include
Credit Suisse, McGraw-Hill Financial, Inc. (and its subsidiary
Standard & Poor's Financial Services LLC) and Time Warner
Cable. Partner Floyd Abrams, considered by many to be the foremost
First Amendment advocate of his time, has played key roles in a
number of defining free-speech decisions, including his defense of
The New York Times in the Pentagon Papers case and his
subsequent representation of reporters Matt Cooper and Judith
Miller as the federal government tried to pressure them to divulge
the identities of anonymous Capitol Hill sources. Recently, Abrams
appeared before the Senate Judiciary Committee in a hearing on
campaign finance addressing the proposed constitutional amendment
to limit campaign spending by outside groups. In 2010, Cahill
prevailed on behalf of Sen. McConnell in the landmark Supreme Court
decision in Citizens United v. Federal Election
Commission, in which the U.S. Supreme Court ruled in a 5-to-4
decision that government may not ban political independent
expenditures by groups such as corporations, associations, and
labor unions in candidate elections.
Underwriters Find "Ally" in Cahill
Cahill represented the lead underwriters in connection with the
Initial Public Offering of 95,000,000 shares of common stock of
Ally Financial, Inc. (NYSE: ALLY), the former financing arm of
General Motors. The deal, which generated gross proceeds of $2.375
billion, was one of the largest U.S.-listed IPO completed in 2014.
The common stock will be made available through a sale by the U.S.
Treasury Department, reducing the government's stake from 37
percent to 17 percent.
Credit Suisse turns to Cahill
Cahill is representing Credit Suisse Group and its subsidiaries in
all U.S. litigation with respect to alleged manipulation of the
global foreign exchange markets during the financial crisis.
Cahill is representing Teva Pharmaceuticals in expansive global
investigations by the U.S. Department of Justice and the Securities
and Exchange Commission in connection with possible violations of
the Foreign Corrupt Practices Act (FCPA). In 2013, Cahill was
selected as one of Law360's top ten FCPA Powerhouse firms,
described as "an elite group of 10 firms that have emerged as true
leaders in the fast-growing field, earning them a spot on
Law360's inaugural list of FCPA Powerhouses."
The Power to do More, Leveraged Finance
Cahill represented the lead banks in bank and bond transactions to
fund the buyout of Dell Inc. by Michael Dell and Silver Lake
Cahill represented BofA Merrill Lynch as
administrative agent and the lead arrangers in connection with a
$4,660,000,000 Term B loan, a $1,600,000,000 revolving asset based
credit facility, a $1,500,000,000 Term C loan, a €700,000,000 Euro
Term loan, a €300,000,000 revolving asset based credit facility and
a CAN$100,000,000 asset based credit facility for Dell
International. Proceeds from the loans were used to partially
finance the acquisition.
Cahill also represented Barclays and Credit
Suisse as lead joint book-running managers and the other bank
managers connection with the Rule 144A offering of $1,500,000,000
aggregate principal amount of 5.625 percent Senior First Lien Notes
due 2020 by Denali Borrower, Denali Finance Corp. and Denali
Acquiror Inc., to be merged with and into Dell Inc. Proceeds of the
offering were also used in connection with the acquisition.
Valued at $24.9 billion, the transaction is
reported to be the largest leveraged buyout completed since 2007
and one of the largest buyouts in history. Prior to the
private transaction, Dell had been a publicly traded company for
more than a quarter century. Dell stockholders received $13.75 in
cash for each share of Dell common stock they held. That is in
addition to a special cash dividend of 13 cents per share for total
consideration of $13.88 per share in cash.
A Clean Sweep
Cahill represented the second lien agent and the second lien
lenders in the Oreck Corporate bankruptcy cases, advising in
Oreck's 363 sale of its assets to the owners of Hoover Vacuums and
related brand, in which the second lien lenders were paid in full.
The transaction has been named Retail Manufacturing/Distribution
Deal of the Year by The M&A Advisor in its Annual
M&A Advisor Turnaround Awards 2014.
Cahill won a libel action for Yale University Press brought against
the publisher (and other defendants including The New
Yorker magazine) by a forensic art authenticator who claimed
he was defamed by a passage in a Jackson Pollock biography. The
U.S. District Court for the Southern District of New York dismissed
the suit in its entirety, ruling that the plaintiff was a limited
purpose public figure and, as such, failed to meet his burden of
adequately alleging that Yale University Press acted with actual
malice in publishing the Pollock biography.