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Sam Badawi’s practice focuses on capital markets and securities transactions and workouts, with an emphasis on distressed and special situations.
Sam advises investment funds, financial institutions and issuers in connection with public and private debt and equity investments, offerings and liability management transactions, including initial public offerings, Rule 144A/Regulation S offerings, 4(a)(2) private placements, high-yield transactions, and tender, consent solicitation and exchange offers, as well as general corporate and regulatory matters under securities laws and stock exchange regulations. He also advises creditors and issuers in connection with financial restructuring matters, including out-of-court and in-court (Chapter 11) restructurings, debt equitizations, amend and extend transactions, and rights offerings. Sam’s industry experience includes energy, drilling, telecommunications, gaming and retail, among others.
Experience
- Represented a group of convertible noteholders in connection with an additional funding agreement with Biora Therapeutics in the form of a $16 million multi-draw payment priority notes issuance coupled with amendments to Biora’s existing convertible notes and warrants.
- Represented a group of noteholders in connection with the provision of $100 million of new first lien debt financing and the exchange of $420 million of convertible notes into second lien secured convertible notes with Luminar, a global automotive technology company, reducing Luminar’s debt by $148 million and providing it with a maturity extension.
- Represented a group of existing securitization bondholders in connection with a secured bond refinancing and exchange transaction for Centerline Logistics, dismantling the securitization and replacing with a new multi-tranche secured bond.
- Represented Davidson Kempner Capital Management and Highbridge Capital Management in a convertible note exchange and purchase transaction with biotech company, Biora Therapeutics Inc., reducing Biora’s debt by 60%, coupled with a maturity extension and the provision of $16.7 million in new capital to Biora.
- Represented a pharmaceutical diagnostics testing company in connection with an incremental secured note and private placement equity issuance.
- Represented a global alternative investment firm as an existing 4.50% noteholder in Avadel Pharmaceuticals (NAS: AVDL) in connection with exchanging its $35 million of existing notes for newly issued 6.00% notes in Avadel.
- Represented an ad hoc group of senior secured noteholders and convertible noteholders of Quotient Limited, a publicly-listed European-based diagnostics company, with respect to, among other things, its chapter 11 case and recapitalization involving more than $250 million of secured and unsecured debt.
- Represented an investment fund with over $35 billion AUM in its $75 million purchase of Series A Preferred Stock in Mondee (NAS: MOND), a travel technology company and marketplace with a portfolio of leisure and corporate travel sectors.
- Represented a west coast asset manager in connection with its investment in the $401 million offering of convertible notes by a cybersecurity company.
- Represented an ad hoc group of bondholders of Exela Technologies, Inc. with respect to, among other things, an out of court exchange involving approximately $1.0 billion of first lien bond debt, and a subsequent exchange of $1.3 billion of first lien bond debt.
- Represented Cencosud in the international IPO of its subsidiary Cencosud Shopping, the largest IPO in the history of Chile and LatinFinance’s “Deal of the Year 2019.”*
- Represented MGM Resorts International in the initial public offering of its subsidiary MGM Growth Properties LLC (the largest IPO of 2016 at the time) and concurrent high-yield debt offering.*
- Represented investment banks and issuers in numerous high-yield debt offerings, including issuances for Sterigenics, Unifrax, Vistajet, and Tenet Healthcare.*
- Represented investment banks and issuers in high grade corporate and sovereign transactions, including issuances for the Government of Bermuda, ITC Holdings, Arrow Electronics, NTT, and Kimberly-Clark de Mexico.*
- Represented issuers, investment banks, and selling shareholders in equity, ADR and tender and rights offerings, including U.S. Steel, BRE Properties, Cencosud, Compañía Cervecerias Unidas and Inversiones y Rentas.*
- Represented debtors and creditors in Chapter 11 bankruptcy restructurings, including Eagle Bulk Shipping, Momentive Performance Materials, Vantage Drilling, Vanguard Natural Resources, Linn Energy, Genco Shipping, Internap Technology Solutions, American Commercial Lines, Hornbeck Offshore Services, and Freedom Group (Remington Outdoor).*
- Represented issuers and creditors in out-of-court restructurings involving debt extensions, equitizations and exchanges, including for Trailer Bridge, J. Crew, Natural Resource Partners, Inn of the Mountain Gods, and One Call Corporation.*
- Represented sponsors and other stakeholders in restructuring matters, including in connection with the restructurings of Neiman Marcus, Goodrich Petroleum, and the Puerto Rico Sales Tax Financing Corporation.*
- Represented SPAC sponsors in connection with SPAC and de-SPAC transactions, including the IPOs of Hudson Executive Investment Corp II and Hudson Executive Investment Corp III, the merger of Hudson Executive Investment Corp with Talkspace, and the de-SPAC transaction of Cerberus Technology Acquisition Corp with KORE Wireless.*
- Represented investment banks in connection with multiple EETC transactions, including for Jet Blue and Alaska Airlines.*
*Experience prior to joining Ropes & Gray