Justin Wagstaff
Partner, New York
Biography
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
Overview
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 Equity team.
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.
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. 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.
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.
Bars and Courts
New York State Bar
Supreme Court of New South Wales, Australia
Education
Bachelor of Laws
University of New South Wales
Bachelor of Commerce
University of New South Wales
Languages
English
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;
- the financing of its acquisition of ExamWorks Group, Inc. and its subsidiaries, a wide portfolio of innovative medical services. The financing comprised 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;
- 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;
- the financing of its acquisition of a controlling stake in MedRisk, the largest US managed care organization for injured workers. The financing comprised both a first and second lien credit facility providing for US$1.05 billion in term loans, along with a US$100 million revolving facility;
- 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; and their US$250 million ABL Credit Agreement.
- 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;
- 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; and
- 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.
- Representation of Talen Energy Supply, LLC, one of the largest competitive power generation and infrastructure companies in North America, including:
- 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.
- 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.
- 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 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 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 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, in connection with the senior secured financing to support its acquisition of DTG Recycle, Washington State's leading independent vertically integrated non-municipal solid waste recycling business;
- Macquarie Infrastructure Partners, Inc. as sponsor, in connection with an incremental amendment for DTG Recycle 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 IFM Investors and its portfolio company Buckeye Partners, on various financings including IFM Investors' US$2.85 billion acquisition of Buckeye Partners and a US$600 million amendment to Buckeye Partners' existing credit agreement.
- Representation of Natgasoline LLC, a US-based methanol producer, and its shareholders, OCI N.V. and Consolidated Energy Limited AG, in connection with a US$625 million term loan B and revolving credit facilities and a US$336 million notes issuance.
- Representation of Consolidated Energy Finance S.A., a financing subsidiary of Switzerland-based leading international methanol and fertilizer manufacturer Consolidated Energy Limited AG, in connection with:
- a US$600 million term loan B, a US$225 million revolving credit facility and a US$525 million notes issuance; and
- a US$92 million incremental term facility.
- 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 and the financing of the acquisition of 360biolabs Pty Ltd by Bio18 Borrower LLC, a Cobepa portfolio company;
- 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
- the financing of its acquisition of WernerCo, a Switzerland-based international manufacturer and distributor of ladders, secure storage systems and light duty construction equipment, and the extension of WernerCo's ABL credit facility.
- 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 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 a third amendment 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.
Awards and Recognition
Leading Lawyers, Legal 500 US 2022 - Finance
Legal 500: Leading Lawyer, Legal 500 US (2020 & 2021), Commercial Lending – Advice to Borrowers
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."
"His technical expertise is superior and is able to provide broader context regarding what is considered industry norms and how to apply past learnings to current topics/issues."
