Justin Wagstaff
Justin Wagstaff
Justin Wagstaff
Justin Wagstaff

Justin Wagstaff “is fantastic – will work as hard as needed to get the job done, strong negotiator in a transaction and easy to work with.”

Legal 500, 2021

Biography

Justin Wagstaff is a partner in White & Case's Debt Finance practice, based in New York. Justin serves as Head of Americas Debt Finance section and Global Head of the Firm's Borrower Finance pillar. He is also a member of the Private Capital Industry Group.

Justin's practice focuses primarily on representing corporate borrowers and major private equity sponsors and their portfolio companies on a variety of complex financing transactions. He also has extensive experience with liability management transactions and financial restructurings, including debtor-in-possession and exit financings.

In his role as the Global Head of the White & Case's Borrower Finance practice, Justin works seamlessly alongside the Firm's M&A, debt and equity capital markets and financial restructuring teams in order to achieve his clients' desired outcomes and goals.

Justin is highly valued for his domestic and cross-border New York law expertise. In particular, he is able to provide clients with a unique perspective, having worked in White & Case's London office from 2014 to 2018, where, in addition to continuing to represent US-based borrowers in domestic transactions, he often represented European-based borrowers looking to access the US debt markets.

Clients look to Justin to provide creative and commercially supportive solutions to their most novel challenges. He is well-recognized for consistently delivering tailored advice throughout a company's life cycle.

Experience

Representation of CVC Capital Partners and its portfolio companies on various financing matters, including:

  • the financing of its acquisition of Mediaocean, the leading global omnichannel advertising platform. The financing comprised of a US$925 million first lien facility, US$125 million second lien facility, and a US$75 million revolving facility;
  • various financings for ExamWorks Group and its subsidiaries, a wide portfolio of innovative medical services, including the financing of its US$2.49 billion acquisition comprised of a US$1.7 billion senior secured first lien term loan facility, a US$540 million senior secured second lien term loan facility and a US$250 million senior secured revolving credit facility; and subsequent US$800 million incremental term loan facility and a US$1.66 billion refinancing term loan facility;
  • various financings for MedRisk, the largest US managed care organization for injured workers, including the financings of its acquisition comprised of a first and second lien credit facility providing for US$1.05 billion in term loans, along with a US$100 million revolving facility; and in connection with the acquisition of the equity interests of Conduent Workers Compensation Holdings, Inc., Conduent Casualty Claims Solutions LLC and Conduent Care Solutions LLC involving financing involved further Incremental Term Loans in aggregate amount equal to US$445 million;
  • financing advice in connection with its minority investment in Authentic Brands Group LLC, a brand management company and owner of portfolio of brands including Forever 21, Brooks Brothers, Barneys New York, Lucky Brand and Juicy Couture;
  • various financings for ConvergeOne, Inc., a NASDAQ-listed global IT/managed services, including the financing of its US$2.2 billion acquisition, subsequent issuance of US$75 million in secured notes, an incremental amendment of US$150 million, used to finance acquisitions; their US$250 million ABL Credit Agreement; and a superpriority facility involving a term loan and delayed draw term loan in an aggregate principal amount equal to US$50 million;
  • the financing of a recapitalization of UnitedLex, a leading alternative legal services provider;
  • the US$130.5 million financing of its acquisition of a controlling stake in Vitech Systems Group, a global provider of cloud-based benefit and investment administration software, and in connection with the refinancing of its existing term loan facility and revolving credit facility;
  • the financing of its US$1.425 billion acquisition of PDC Brands, one of the fastest growing wellness and personal care companies in the world, and the amendment of a first lien credit agreement for a US$183 million incremental term loan to PDC Brands, along with an extension of the maturity of the Company's existing term loans totaling US$665 million;
  • various financings for the Alvogen Group, including a US$350 million incremental term loan facility and an increase to an existing ABL facility for Alvogen Pharma US; an amendment to a term loan credit agreement to incur refinancing facilities of more than US$1.013 billion; and an amend and extend transaction related to Alvogen Pharma US's term loan and ABL facilities;
  • various financings for Anchor Glass Container Corporation, as Borrower, including the early stages of its comprehensive recapitalization transaction involving a US$25 million senior secured bridge term loan facility; and in connection with its comprehensive recapitalization including a new term loan facility and an amendment to the Company's existing ABL facility, and as part of the recapitalization, the company's first and second-lien holders became the majority owners of the business.

Representation of Haveli Investments, as Sponsor, Debt Merger Sub, LLC, as Initial Borrower and Accommodations Plus Technologies LLC, as Borrower in connection with a US$325 million Initial Term Loan Facility and US$50 million Revolving Credit Facility, used to finance the acquisition of Accommodations Plus Technologies LLC.

Representation of Triton Investment Management on various financing matters, including:

  • the financing of its acquisition of ACRE Operating Group, a leading end-to-end security solutions provider and the financing of the acquisition of Feenics, Inc., an access control as a service (ACaaS) platform, by ACRE Operating Group, LLC and various amendments to the Credit Agreement, to make additional term loans available for the purpose of acquiring certain assets; and
  • the refinancing of the capital structure for Wener Finco LP and Werner Finco, Inc., of the Werner Group. The financing included a US$764 million senior secured term loan B facility and a concurrent amendment to the company's existing ABL facility.

Representation of Entrepreneurial Equity Partners on various financing matters, including:

  • the financing of its acquisition of Ya YA Foods Corp, a Canadian beverage and liquid foods manufacturer and co-packer, and various amendments to the Credit Agreement, to make additional term loans available for the purpose of acquiring certain assets;
  • the financing of its acquisition of Kronos Foods, a leading Mediterranean food manufacturer and distributor; and
  • the financing of its acquisition of Daniele International Inc., a US charcuterie manufacturer and distributor.

Representation of Macquarie Group and its subsidiaries, in connection with various matters including:

  • Macquarie Infrastructure and Real Assets Inc., as sponsor, and RF Merger Sub Inc., as initial borrower, in a US$150 million term loan facility and a US$275 million revolving credit facility financing for the acquisition of Cincinnati Bell Inc., a regional telecommunications service provider based in Cincinnati, Ohio;
  • Macquarie Infrastructure Partners, Inc., as sponsor, with various financings for DTG Recycle, Washington State's leading independent vertically integrated non-municipal solid waste recycling business, including the senior secured financing to support its acquisition; and in connection with an incremental amendment for to upsize their existing term loan facility by US$17.7 million and their revolving credit facility by US$22.2 million; and
  • Macquarie Infrastructure Partners, Inc. as sponsor, in connection with the First Amendment to the Credit Agreement for Mill Creek Recycle Holdings, LLC, to establish a new revolving credit commitments in the form of an incremental revolving credit in an aggregate principal amount of US$25 million to acquire the company Recycling Park LLC.

Representation of I Squared Capital Advisors on various financing matters, including:

  • the financing of the acquisition of Star Leasing Company, LLC, a leading US trailer lessor. The financing comprised of an asset-based revolving credit facility, primarily based on trailers and related receivables; and
  • the financing of a controlling interest in Flexi-Van Leasing, a leading US trailer lessor, and an incremental amendment to increase Flexi-Van's existing revolving credit facility equal to US$150 million.

Representation of Talen Energy Supply, LLC, one of the largest competitive power generation and infrastructure companies in North America, on various financing matters including:

  • a US$290 million term loan financing, which was structured as incremental term loans under Talen's existing credit facility. The term loan financing facilitated the repayment of the project financing debt of Talen's Lower Mount Bethel and Martins Creek power plants; and
  • the consummation of the strategic financing transactions contemplated by its chapter 11 plan of reorganization, including the portion of the Exit Financing comprised of a US$700 million senior secured revolving credit facility, a US$580 million senior secured Term Loan B credit facility, a US$470 million senior secured Term Loan C credit facility and a US$75 million senior secured stand-alone bilateral letter of credit facility.

Representation of Alpha Generation, LLC on its inaugural financings, consisting of a US$2 billion senior secured term loan, US$1 billion of senior notes, and a US$700 million senior secured revolving credit facility.

Representation of Lightning Power, LLC, a leading independent power producer with 11 GWs of grid-enhancing, flexible, quick-start natural gas generation located in PJM, ISO-NE and NYISO, as borrower in its inaugural financings consisting of a US$1.75 billion senior secured term loan, US$1.5 billion of senior secured notes and a US$600 million senior secured revolving credit facility.

Representation of Maxum Enterprises LLC d/b/a Pilot Thomas Logistics as borrower in connection with a refinancing of the company and its subsidiaries previous credit facilities and subordinated notes.

Representation of Delivery Hero SE, one of the world's largest local delivery platforms, as counsel to the Borrowers, in connection with:

  • a Term Loan B comprising of a US$825 million term facility and a €300 million term facility, each with a maturity of 5.25 years, and a new €375 million revolving credit facility, which will have an initial maturity of three years and two one-year extension options; and
  • a €425 million revolving credit facility, with an amendment to its existing credit facility to increase its revolving credit facility by €25 million, for a total of €450 million in aggregate revolving commitments.

Representation of Ali Group North America Corp. in connection with a US$1.75 billion refinancing of existing debt incurred during 2022 for the acquisition of US-based Welbilt Group. The refinancing includes two credit facilities, a US$1.65 billion term loan and a US$100 million revolving credit facility.

Representation of Masimo Corporation, as Borrower and Masimo Americas, Inc., as Guarantor, in connection with the refinancing of Masimo's existing credit facilities. The financing involved a new 5-year US$250 million term loan facility and 5-year US$750 million revolving credit facility.

Representation of Cathexis Holdings, LP, the family office / private investment holding company of William Bruce Harrison, as Borrower, in connection with the refinancing of its existing indebtedness with Goldman Sachs by way of a US$575 million revolving bridge loan facility.

Representation of Swissport, the world's leading provider of airport ground services and air cargo handling, on its comprehensive restructuring and recapitalization. The financing was comprised of amendments to existing credit documents to facilitate a restructuring, a super senior facilities agreement to provide a €300 million interim facility, and a €500 million term loan facility incurred in connection with the completion of the restructuring. The restructuring provided Swissport with a delevered and strengthened balance sheet by addressing approximately €1.9 billion of existing debt, and left the business with improved liquidity with which to withstand the ongoing challenges posed by the coronavirus pandemic.

Representation of Cobepa on various financing matters, including:

  • the financing of its acquisition of BioAgilytix Labs, a leading provider of large molecule bioanalytical testing services;
  • the financing of the acquisition of 360biolabs Pty Ltd by Bio18 Borrower LLC, a Cobepa portfolio company; and
  • the financing for Ned Stevens, a leading provider of exterior home services, involving an upsize of the existing delayed draw term loan, an upsize of the revolving credit facility and the extension and repricing of certain other existing facilities under the existing credit agreement.
New York
Bachelor of Laws
University of New South Wales
Bachelor of Commerce
University of New South Wales
English

Ranked Individual, Chambers USA Banking & Finance – New York, 2024 - 2025

"He is very commercial and very practical."

"Justin provides outstanding technical and legal advice and is very commercial and always available."

"I wish I had even 1% of the knowledge he has of how things work in a credit agreement. He just seems to always know the answer."

"He's a great partner who provides top strategic insight."

"He knows what is going on in the market and is sharp on strategy."

Leading Lawyer, Legal 500 US (2020-2025) Commercial Lending – Advice to Borrowers

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