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Gary A. Brooks
PARTNER

212.701.3186 Phone
212.378.2406 Fax
gbrooks@cahill.com

Eighty Pine Street
New York, NY 10005-1702
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Practice:
Corporate

Education:
University of Florida, B.S., 1990, Hall of Fame graduate
New York University School of Law, J.D., 1993

Bar Admissions:
New York
   

Gary represents leading commercial and investment banks in financing commitments, leveraged lending, debt restructurings and securities offerings, including leveraged acquisition finance transactions. He has represented clients as lead counsel in numerous financings, raising combined proceeds in excess of $100 billion. He is named among the top banking and finance practitioners by Chambers USA (2007).

Gary represents corporations in various industries, including consumer products, gaming, healthcare, industrial manufacturing, mass media, technology and telecommunications.

Gary also represents corporate and private equity clients, including Ares Management and several of its portfolio companies, The Great Atlantic & Pacific Tea Company, MeadWestvaco Corporation and Trans World Entertainment Corporation in a variety of acquisition, divestiture, joint venture, investment and financing transactions.

 
SELECTED MATTERS:
  • Representation of Bank of America and Goldman Sachs in connection with Spectrum Brands’ exchange offer to restructure its then outstanding $350 million of 8 ½% Senior Subordinated Notes due 2013 as variable rate toggle Senior Subordinated Notes due 2013 with certain related covenant concessions.
  • Representation of JP Morgan Securities, Lehman Brothers and Goldman Sachs in connection with the exchange of approximately $210.5 million of bank debt of Windstream Corporation for $210.5 million of high yield debt of its subsidiary, Windstream Regatta Holdings, and the subsequent Rule 144A private placement of such notes to investors, all in connection with the tax free split off of Windstream Corporation’s yellow pages business to affiliates of Welsh, Carson, Anderson & Stowe.
  • Representation of Bank of America, Goldman Sachs Credit Partners and JPMorgan Chase Bank as lead arrangers in connection with $1.22 billion and €725 million of bank and high-yield financings supporting the acquisition of Varietal, a leading global laboratory supply company, by Madison Dearborn Partners.
  • Representation of Bank of America and Credit Suisse as lead arrangers in connection with $450 million of first and second lien bank financings supporting the acquisition of Institutional Shareholders Services by RiskMetrics.
  • Representation of Bank of America and Credit Suisse as lead arrangers in connection with $358 million of bank and high-yield financings supporting the acquisition of Sbarro by affiliates of MidOcean Partners.
  • Representation of Merrill Lynch and Bank of America in providing $8.2 billion of bank and bond financings for the break-up of Guidant’s agreement to be acquired by Johnson & Johnson and the acquisition of Guidant by Boston Scientific.
  • Representation of Bank of America and Citigroup in providing $510 million of high-yield financing for the acquisition of the Northern Department Stores Group of Saks Fifth Avenue by The Bon-Ton Stores, a retailer principally based in the Midwest.
  • Representation of Credit Suisse and Citigroup in providing $2.2 billion of bank financing for the acquisition of Priority Healthcare, a biopharmaceutical pharmacy and distribution company, by Express Scripts, a provider of pharmacy benefit management services.
  • Representation of Goldman Sachs, JPMorgan and Lehman Brothers in providing $500 million of high-yield financing for the acquisition of Verizon’s local telephone division in Hawaii, re-named Hawaii Telecom Communications, by The Carlyle Group.
  • Representation of Credit Suisse and Citigroup in providing $667 million of high-yield and bank financing for the acquisition of TXU Communications Ventures Company, a Texas facilities-based local telephone provider, by Consolidated Communications, an Illinois facilities-based local telephone provider owned by management, Providence Equity Partners and Spectrum Equity Investors, and in raising $234 million for Consolidated Communications and its stockholders in a subsequent initial public offering.
  • Representation of several initial purchasers over the course of four high-yield offerings totaling $1.39 billion to financially restructure Cincinnati Bell (f/k/a Broadwing, a Cincinnati based local telephone provider).
  • Representation of the Great Atlantic & Pacific Tea Company in connection with $1.465 billion aggregate principal amount of ABL, bridge and convertible notes financings in connection its acquisition of Pathmark Stores.
  • Representation of over the course of seven debt securities financings totaling $2.85 billion raised by MeadWestvaco, a manufacturer of paper and packaging products.
  • Representation of Trinsic in connection with the exchange of its common stock for $158.4 million aggregate liquidation preference of its then outstanding preferred stock held by over 30 parties and in the related successful defense of its listing on Nasdaq.
  • Representation of US Unwired in connection with the exchange of its common stock for $75 million aggregate principal amount of its then outstanding high-yield debt securities in a series 12 privately negotiated bondholder transactions.

Gary joined Cahill upon graduation from New York University School of Law. He became a partner in 2002.