Adam D. Summers 

Partner – New York
T.+1 212 504 5760
adam.summers@cwt.com
200 Liberty Street
New York, NY 10281 V-CARD

Adam Summers’ practice focuses on credit and capital markets transactions. Adam advises investment banking clients throughout the deal process, from the early stages through closing and funding. He represents banks and commercial lenders in syndicated credit facilities in connection with leveraged buyouts and other acquisition financings and provides ongoing counsel to agents and arrangers under such facilities. Adam also advises sponsors, companies and investments banks on the entire commitment letter process and provides counsel to his clients on securing financing commitments in connection with acquisitions.

Adam’s capital markets experience includes counseling issuers and underwriters in high yield and investment grade debt offerings. He also has a wide range of experience advising on equity capital markets transactions including shelf take-downs, private placements, warrant sales and “at-the-market” offerings.

Adam, who was recently named a 2016 New York Business & Corporate Rising Star by Super Lawyers, received his J.D., cum laude, from Fordham University School of Law, and his B.A., cum laude, from Yeshiva University. He is admitted to practice in New York and New Jersey.

Adam has advised clients on numerous high-profile transactions, including representation* of

Notes Offerings

  • The Medicines Company in connection with the public offering of $402.5 million of convertible senior notes, due 2023.
  • J.P. Morgan Securities and other lead book-running managers and underwriters in connection with the public offerings by E*TRADE Financial Corporation of $540 million of 5.375% Senior Notes due 2022, $435 million of 6.75% Senior Notes due 2016, $505 million of 6% Senior Notes due 2017 and $800 million of 6.375% Senior Notes due 2019.
  • BofA Merrill Lynch, Credit Suisse, and J.P. Morgan as joint book-running managers and SunTrust Robinson Humphrey and Wells Fargo Securities as co-managers in connection with the Rule 144A offering of $550 million of 5.50% Senior Notes due 2024 by Rayonier A.M. Products Inc., one of the largest private timberland owners in the United States.
  • Barclays, Wells Fargo Securities, BofA Merrill Lynch, and Morgan Stanley as joint book-running managers in connection with the Rule 144A offering of $350 million of 6.625% Senior Notes due 2019 by Ocwen Financial Corporation.
  • BofA Merrill Lynch, Wells Fargo Securities and other joint book-running managers in connection with the Rule 144A offering of $700 million of 5.75% Senior Notes due 2023 and $575 million of its 8-7/8% Senior Notes due 2017 by Ingles Markets, Incorporated, a leading supermarket chain that operates supermarkets across six states in the Southeastern United States. Representation of Dealer Manager in substantially concurrent cash tender offer with the proceeds of the offering to purchase its 8-7/8% Senior Subordinated Notes due 2011.
  • Deutsche Bank Securities as sole book-running manager and the co-managers in connection with the public offering of $350 million of 9.75% Senior Secured First Priority Notes due 2017 by Thompson Creek Metals Company Inc.
  • Wells Fargo Securities, BofA Merrill Lynch, Citigroup, Deutsche Bank Securities and J.P. Morgan as joint book-running managers and the co-managers in the Rule 144A/Reg S offering of $325 million of 6.625% Senior Notes due 2020 by Atlas Pipeline Partners, and Wells Fargo Securities and BofA Merrill Lynch as joint book-running managers and BNP PARIBAS, Citigroup, Deutsche Bank Securities, and J.P. Morgan as co-managers in the Rule 144A/Reg S offering of $150 million Senior Notes due 2018 by Atlas Pipeline Partners, L.P. and Atlas Pipeline Finance Corporation.
  • Deutsche Bank Securities, Credit Suisse, and BofA Merrill Lynch as joint book-running managers in connection with the Rule 144A/Reg S offering of $530 million 7% Senior Notes due 2022 and subsequent $100 million add-on offering by H&E Equipment Services, Inc., one of the largest integrated equipment dealerships in the United States. Also represented the dealer manager in connection with the consent solicitation and tender offer for any and all of H&E's outstanding 8.375% Senior Notes due 2016.
  • BofA Merrill Lynch and the other arrangers in connection with M*Modal's $250 million offering of 10.75% Senior Notes due 2020, the proceeds of which helped finance the acquisition of M*Modal, a leading provider of clinical documentation solutions and narrative capture services for the healthcare industry, by One Equity Partners, an affiliate of JPMorgan, in a going private transaction.
  • J.P. Morgan, Deutsche Bank Securities, Morgan Stanley, RBC Capital Markets and UBS Investment Bank as joint book-running managers in connection with the Rule 144A/Reg S offering of $725 million 11.5% Senior Secured Notes due 2020 by Cengage Learning Acquisitions, Inc.
  • Deutsche Bank, Banc of America Merrill Lynch and JPMorgan Securities LLC as initial purchasers in connection with International Automotive Components Group S.A.'s $300 million offering of Senior Secured Notes due 2018.
  • BofA Merrill Lynch, Barclays Capital, Citigroup Global Markets Inc. and J.P. Morgan as well as certain other joint book-running managers and co-managers in the Rule 144A/Reg S offering of $850 million of 8.375% Senior Notes due 2019 by IASIS Healthcare LLC and IASIS Capital Corporation.
  • Morgan Stanley & Co. Incorporated and Barclays Capital Inc. as joint book-running managers and FBR Capital Markets & Co. as co-manager in connection with the Rule 144A/Reg S offering by CNO Financial Group, Inc. of $275 million 9.00% Senior Notes due 2018.
  • Citigroup Global Markets and Deutsche Bank Securities Inc. as joint book-running managers in the Rule 144A/Reg S offering of $250 million 8.25% Senior Notes due 2020 by Graham Packaging Company L.P. and GPC Capital Corp. I to partially fund the acquisition of Liquid Container and the Rule 144A/Reg S Offering of $253 million of 8.25% Senior Notes due 2017.
  • Bank of America Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, and Deutsche Bank Securities Inc. as joint book-running managers in the Rule 144A/Reg S offering of $275 million 10.0% Senior Notes due 2018 to partially finance the acquisition of inVentiv Health, Inc. by Thomas H. Lee Partners.
  • Initial Purchasers, lead arrangers and dealer manager in recapitalization of Reddy Ice Holdings, Inc. which included a private exchange offer by Reddy Ice Corporation to exchange new 13.25% Senior Secured Notes due 2015 for certain outstanding debt securities of Reddy Ice Holdings, Inc. and a $300 million Rule 144A/Reg S offering of 11.25% Senior Secured Notes due 2015 and a $35 million Revolving Credit Facility.

Credit Facilities

  • Citigroup and other lead arrangers in connection with a $4 billion senior secured credit facility to finance the $8.3 billion leveraged buyout of Avaya, Inc. by TPG and Silver Lake Partners and the subsequent $1 billion term loan add-on to fund the acquisition by Avaya, Inc. of certain assets of Nortel Communications. Representation of the administrative agent and lead arrangers in multiple subsequent amend-and-extend transactions, refinancing transactions and intercreditor arrangements.
  • Citigroup and other lead arrangers in connection with an approximately $6 billion senior secured multi-jurisdictional credit facility to finance the acquisition of VNU (owner of AC Nielsen and Billboard magazine) by a sponsor consortium including AlpInvest, Blackstone, The Carlyle Group, Hellman & Friedman, KKR and Thomas H. Lee Partners. Representation of the administrative agent and lead arrangers in connection with subsequent additional term loans and subsequent maturity extensions.
  • BofA Merrill Lynch, as administrative agent and the lead arrangers in connection with the approximately $14.8 billion leveraged buyout of HCA, Inc. by Bain Capital Partners, Kohlberg Kravis Roberts & Co. and Merrill Lynch Global Private Equity and multiple subsequent financing transactions including maturity extensions, replacement revolving facilities and intercreditor arrangements in connection with subsequent first lien notes offerings.
  • JPMorgan Chase Bank, N.A., as first lien administrative agent, Bank of America, N.A., as second lien administrative agent and J.P. Morgan Securities LLC, BofA Merrill Lynch and the other joint lead arrangers for the $1.15 billion first lien credit facilities and $460 million second lien term facility, in each case for Checkout Holding Corp., to finance the leveraged buyout of Catalina Marketing Corp. by affiliates of private equity sponsor Berkshire Partners.
  • Bank of America as administrative agent and lead arranger, and RBC Capital Markets, Deutsche Bank Securities, Morgan Stanley Senior Funding, Jefferies Finance, and Guggenheim Corporate Funding as arrangers in connection with the $825 million First Lien Term B loan, the $420 million Second Lien Term B loan, the $395 million incremental First Lien Term B loan, and the $125 million revolving credit facility of Opal Acquisition, Inc. to fund the leveraged buyouts by affiliates of private equity sponsor Apax Partners of One Call Care Management, Align Networks and Genex Services.
  • Barclays Bank PLC as administrative agent in connection with $575 million of Term Loans to Ocwen Financial Corporation under a senior secured credit facility to finance the acquisition of all the outstanding partnership interests of Litton Loan Servicing LP and subsequent refinancing with $1.3 billion of Term Loans to finance the purchase by Ocwen of mortgage servicing rights and related assets from ResCap and other subsidiaries of Ally Financial Inc. pursuant to a plan under Chapter 11 of the Bankruptcy Code.
  • Financing sources in the $2.2 billion leveraged buyout of Univar NV by CVC Capital Partners Bank of America, N.A. as U.S. Administrative Agent and ABL Administrative Agent, Bank of America, N.A. (acting through its Canada Branch) as Canadian Administrative Agent and the joint lead arrangers and joint bookrunners for a $1.1 billion asset based loan credit facility for Univar, Inc. and Univar Canada Ltd. and a $1.0975 billion and £75 million term loan facility for Ulixes Acquisition BV, Univar, Inc. and Univar UK Ltd. Also represented the financing sources and arrangers in connection with subsequent incremental facilities to finance acquisitions by Univar of additional portfolio companies and refinancings and maturity extensions.
  • Administrative agent and lead arrangers in connection with a $182.5 million First Lien Term B loan, a $35 million first lien revolving credit facility and a $65 million Second Lien Term B loan for Capstone Logistics Acquisition, Inc. to finance the leveraged buyout of Capstone Logistics, Inc. by affiliates of private equity sponsor The Jordan Company.
  • Barclays Bank and BofA Merrill Lynch as lead arrangers in connection with financing the acquisition by RCS Capital Corporation, a NYSE-listed company that operates and grows businesses focused on the direct investment industry, of Cetera Financial. The financing included a $575 million First Lien Term Loan and $25 million First Lien Revolving Credit Facility, and a $150 million Second Lien Term Loan.
  • Bank of America as administrative agent and BofA Merrill Lynch, J.P. Morgan and RBC Capital Markets as lead arrangers in connection with a $650 million amended and restated credit facility and the original $375 million credit facility for Rescare, Inc., the nation's largest provider of services to people with disabilities and largest privately-owned home care company. The amended and restated facility included a $200 million term A loan, a $250 million revolving credit facility, and a committed delayed draw term loan of up to $200 million.
  • J.P. Morgan Chase Bank as administrative agent and JPMorgan Securities LLC and Morgan Stanley Funding, Inc. as lead arrangers in connection with the $200 million revolving credit agreement for E*TRADE Financial Corporation and subsequent $75 million incremental facility to increase total facility size to $275 million.
  • JPMorgan Chase Bank as administrative agent and the lead arrangers in connection with $1.4 billion of new credit facilities for Live Nation Entertainment, Inc., consisting of a $335 million revolving credit facility, a $950 million Term "B" Loan, and a $115 million Term "A" Loan.
  • JPMorgan Chase Bank as administrative agent and J.P. Morgan Securities and Wells Fargo Securities as lead arrangers in connection with the $350,000,000 Term B Loan for Home Loan Servicing Solutions, Ltd.
  • Bank of America as administrative agent and Bank of America and Credit Suisse as lead arrangers in connection with the $290 million Term A loan for Seminole Hard Rock.
  • JPMorgan Chase Bank and Jefferies Finance as lead arrangers in connection with a $225 million first lien term loan, $50 million revolving credit facility and $120 million second lien term loan for Reddy Ice Corporation.
  • Citibank, N.A. as administrative agent and Citigroup Global Markets Inc. and other lead arrangers in connection with the $975 million credit facility for SRA International, Inc. to partially finance Providence Equity Partners L.L.C.'s buyout of SRA International.
  • Bank of America as agent for the $175 million asset-based revolving credit facility to provide Neff LLC with debtor-in-possession financing and the $175 million asset-based revolving credit facility to finance Neff's subsequent exit from bankruptcy. Further representation of the agent in connection with the restatement and upsize of Neff's credit facility to fund dividends to its equity holders and to accommodate the initial public offering of the parent company of Neff.
  • Bank of America, N.A., as administrative agent and collateral agent, and the joint lead arrangers and joint bookrunners, in connection with a $720 million credit facility to partially fund the acquisition of Dyncorp International Inc. by affiliates of Cerberus Capital Management, L.P.
  • BofA Merrill Lynch and Jefferies Finance as Joint Lead Arrangers and Bank of America, N.A. as Administrative Agent in connection with a $400,000,000 credit facility for Hanger Orthopedic Group, Inc. to finance the acquisition of Accelerated Care Plus Corporation.
  • Wells Fargo Bank, National Association, as administrative agent and Wells Fargo Securities, LLC, as sole lead arranger, in connection with the $350 million Senior Secured Revolving Credit Facility to Atlas Pipeline Partners, L.P.
  • XOMA (US) LLC., as borrower in an amended loan facility under which it borrowed $55 million. The loan was secured by the royalty revenues the company was entitled to receive.
  • Bank of America as administrative agent and BofA Merrill Lynch and the other arrangers in connection with a $225 million incremental credit facility for Toys "R" Us, a portfolio company of Bain Capital, KKR and Vornado.

Equity Financings

  • Symplicity Corporation in its sale to an affiliate of H.I.G. Capital.
  • Citigroup as sole-underwriter in connection with the secondary sale of 27,394,448 shares of common stock of E*Trade Financial Corporation by Citadel.
  • BofA Merrill Lynch as placement agent in connection with multiple "at-the-market" common stock offerings for E*Trade Financial Corporation.
  • BofA Merrill Lynch and Stephens Inc., as underwriters in the secondary offering by Libbey Inc.of 4,400,001 common shares (including 573,913 shares constituting the full exercise of the underwriters' option to purchase additional shares) of Merrill Lynch PCG, Inc.
  • J.P.Morgan as sole book-running manager; and JMP Securities, Lazard Capital Markets, and Merriman Curhan Ford as co-managers, in connection with the public offering of 10,350,000 shares of common stock of biopharmaceutical company VIVUS, Inc. consisting of an initial offering of 9,000,000 shares of common stock and the underwriters' exercise of their option to purchase an additional 1,350,000 shares of common stock.
  • XOMA, Ltd., in connection with "at-the-market" common stock offerings and related registration statements.
  • XOMA Ltd., in connection with two "registered direct" offerings to partially fund the continued development of its XOMA 052 product candidate. XOMA sold 11,764,706 units, each consisting of one common share and a warrant to purchase 0.50 of a common share to a single institutional investor. Subsequently, XOMA sold 10,434,782 units, each consisting of one common share and a warrant to purchase 0.50 of a common share, to certain other institutional investors.

*Note: certain representations occurred prior to Adam's association with Cadwalader.

Adam D. Summers 

Admissions

  • New Jersey
  • New York

Education

  • Fordham University, School of Law
    J.D., 2006
  • Yeshiva University
    B.A., 2003

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