Heather Waters Borthwick

Partner, New York

Biography

Overview

Heather Waters Borthwick is a partner in the Firm's Debt Finance group in New York. Heather's experience includes advising leading financial institutions, commercial and investment banks, private equity sponsors and corporate borrowers on a broad range of debt financing matters. These include domestic and cross-border leveraged acquisition financings, asset-based financings, investment grade lending transactions, debtor-in-possession and exit financings.

Before joining White & Case, Heather worked for a number of years as assistant general counsel for an international media corporation.

Bars and Courts
New York State Bar
Education
JD
New York University School of Law
BS
The Johns Hopkins University
Languages
English

Experience

Neiman Marcus Group
Representation of Deutsche Bank AG New York Branch as administrative agent, in connection with the restatement of Neiman Marcus Group LLC's US$900 million asset-based revolving credit facility (ABL) in September 2019, the documentation and negotiation of a US $100 million first-in-last-out (FILO) provided by TPG under the restated credit agreement and various restructuring transactions in connection therewith. Following the company's filing for Chapter 11 bankruptcy protection in May 2020, representation of Deutsche Bank AG New York Branch and the ABL lenders with respect to a debtor-in-possession (DIP) facility and a cash collateral order.

Brookfield Infrastructure
Representation of a consortium comprising Brookfield Infrastructure and its institutional partners and GIC, as private equity sponsors, in the financing of the US$8.4 billion leveraged acquisition of Genesee & Wyoming Inc. (NYSE:GWR) (G&W). The transaction resulted in G&W becoming a privately held company. This deal was awarded "Private Equity Deal of the Year"by IFLR for 2020.

ON Semiconductor
Representation of Deutsche Bank AG New York Branch as administrative agent and collateral agent, and Deutsche Bank Securities Inc., Merrill Lynch, BMO Capital Markets, HSBC Securities and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners, in connection with a US$2.2 billion term loan facility and a US$600 million revolving facility for ON Semiconductor Corporation in connection with its acquisition of Fairchild Semiconductor International, Inc.

Calpine
Representation of Calpine Corporation in connection with a US$1.7 billion senior secured revolving credit facility.

Representation of Calpine Construction Finance Company, L.P. in connection with the repricing of its existing US$1 billion term loan facility maturing in January 2025.

Representation of Calpine Corporation in amending its senior secured revolving credit facility to increase its borrowing capacity by US$326.5 million to US$2.0157 billion.

Representation of Calpine Corporation in connection with a US$550 million senior secured term loan.

Trans Union LLC
Representation of Deutsche Bank as lead arranger in connection with the amendment and restatement of Trans Union LLC’s US$1.9 billion senior secured term loan facility and US$190 million senior secured revolving credit facility.

Ball Corporation
Representation of Deutsche Bank as lead arranger in connection with a US$3 billion multicurrency revolving facility for Ball Corporation to support the acquisition of Rexam PLC.

Berlin Packaging
Representation of Morgan Stanley Senior Funding Inc., Jefferies Finance LLC and Goldman Sachs Lending Partners LLC as joint lead arrangers and joint bookrunners in respect of the refinancing of the US$900 million first lien term and revolving credit facility provided to packaging supplier, Berlin Packaging.

HFG Finance Limited
Representation of Riverstone Credit Partners II, L.P. in connection with a US$100 million secured term loan to HFG Finance Limited, a UK private limited liability company.

Censeo Health and Advance Health
Representation of UBS AG, Stamford Branch, as administrative agent, collateral agent and a lender in connection with structuring and negotiating of a US$260 million term loan facility and a US$35 million revolving credit facility for the acquisition of Censeo Health and Advance Health, leaders in health assessment services, by New Mountain Capital.