Christopher W. Kirkham

Partner

Christopher Kirkham is a partner in O'Melveny's San Francisco office and a member of the firm's Corporate Finance Practice. His practice concentrates on the representation of private equity sponsors, commercial borrowers and financial institutions in secured and unsecured senior and mezzanine debt financing transactions, and related workouts and restructurings. Christopher has significant experience in leveraged acquisition transactions and cross-border financings as well as in negotiating credit facilities for investment funds and structuring distressed acquisition financings. In addition, Christopher has represented both underwriters and U.S. and foreign private issuers in connection with capital markets transactions involving U.S. registered and privately placed debt and equity offerings. Christopher's experience also has included the representation of buyers, targets and financial advisers in public and private mergers and acquisitions transactions. Christopher is listed in Chambers as one of the leading bank finance lawyers in California.

Illustrative Professional Experience

Private Equity Representations

• Represented a leading technology-focused private equity sponsor in connection with $50.0 million senior secured loan facilities used to finance the February 2009 $160.0 million acquisition of Aladdin Knowledge Systems, Ltd., an Israeli maker of information security products
• Represented a private equity sponsor portfolio company in connection with $140 million loan facilities used to finance the June 2008 acquisition of a pool of residential mortgages and to provide a line of credit for similar future acquisitions
• Represented a leading technology-focused private equity sponsor in connection with $460 million first and second lien loan facilities used by Mitel, a leading IP business communications provider, to finance the August 2007 $723 million acquisition of InterTel
• Represented a leading technology-focused private equity sponsor in connection with AU$159.5 million senior and subordinated secured debt facilities used to finance the April 2007 AU$315 million acquisition of Mincom, an Australian-based leading global software and services provider to asset-intensive industries
• Represented a private equity sponsor in connection with $400 million first and second lien senior secured credit facilities used to finance the sponsor’s successful April 2007 $650 million tender offer for SafeNet, Inc., a leading global information security provider
• Represented a leading technology-focused private equity sponsor and one of its portfolio companies in connection with $340 million first and second lien senior secured credit facilities used to refinance certain indebtedness and finance the portfolio company’s February 2007 leveraged acquisition of GenTek, Inc.’s Noma wire harness business
• Represented two private equity sponsors and their jointly owned portfolio company in connection with $130 million first and second lien senior secured credit facilities used to refinance certain existing indebtedness and to partly finance the portfolio company’s December 2006 acquisition of Prosight, Inc., a leading provider of enterprise investment management software and related services
• Represented a leading technology-focused private equity sponsor in connection with $135 million senior secured credit facilities used to finance the sponsor’s November 2006 leveraged acquisition of Hover-Davis, Inc., a leading manufacturer of feeder equipment for electronic assembly platforms, and certain of its affiliates
• Represented a leading technology-focused private equity sponsor in connection with $250 million first and second lien senior secured credit facilities used to finance the sponsor’s May 2006 $320 million leveraged acquisition of Wire Harness Industries, Inc., a leading global provider of wire harnesses, subassemblies, and value-added assembly services to manufacturers of white goods, commercial and industrial products, and transportation equipment

Public Company Representations

• Represented a leading post-secondary education company in connection with its $280.0 million senior credit facility to be used in part to help finance the company’s $395.0 million acquisition of a competing academic institution announced in October 2009
• Represented one of the leading aircraft lease finance companies in connection with an $85.0 billion Federal Reserve Bank bailout loan to its parent company in September 2008
• Represented one of the storage industry's pioneers and long-time leaders in connection with a $1.25 billion bridge facility used to finance its September 2007 acquisition of Komag, Incorporated, a leading supplier of thin-film disks (the primary high-capacity storage medium for digital data), as well as in connection with the borrower's February 2008 $750 million senior facility used, together with cash on hand of the borrower, to refinance the bridge facility
• Represented a leading flash memory solutions provider in connection with a March 2007 $400 million senior secured asset-based equipment finance facility to be used by a Japanese subsidiary to finance a $1.2 billion wafer fabrication facility in Japan

Lender Representations

• Represented a leading German bank in connection with the May 2009 arrangement of $300.0 syndicated senior secured credit facilities for Hexcel Corporation
• Represented an investment fund manager as lead investor in connection with $100.0 million second lien subordinated mezzanine notes issued in October 2008 by NextWave Wireless Inc., a public technology company based in San Diego.
• Represented a leading U.S. commercial bank in connection with a January 2007 $1.8 billion bridge loan facility for McKesson Corporation to be applied to finance the company’s acquisition of Per-Se Technologies, Inc., as well as in connection with the June 2007 refinancing of a $1.3 billion revolving credit facility for McKesson Corporation and McKesson Canada Corporation
• Represented a leading investment fund as lead arranger in connection with a $150 million private placement of unsecured mezzanine notes used to finance Leonard Green & Partners’ January 2007 $750 million leveraged acquisition of Federated Department Store’s David’s Bridal and Priscilla of Boston bridal wear businesses
• Represented a leading investment fund as lead arranger in connection with a $350 million private placement of unsecured mezzanine notes used to finance Leonard Green & Partners’ May 2006 $1.3 billion leveraged acquisition of The Sports Authority, Inc., a major national sporting goods retailer
• Represented a leading German bank and two leading U.S. commercial banks in connection with the June 2005 establishment of a $1.6 billion revolving credit facility for Safeway Inc. and Canada Safeway Limited
• Represented a leading French bank in its capacity as lead arranger of $150 million in senior first and second lien financing in connection with the November 2004 $230 million leveraged acquisition of Tinnerman Palnut Engineered Products, LLC, a manufacturer and distributor of automotive parts
• Represented a leading U.S. commercial bank in connection with the financing of $1.2 billion in senior secured credit facilities for Fisher Scientific International Inc. in connection with Fisher’s August 2004 $4 billion merger with Apogent Technologies Inc.
• Represented a leading U.S. commercial bank in connection with the September 2003 arrangement of $1.1 billion in senior secured credit facilities for Levi Strauss & Co. including a $650 million asset-based revolving credit facility and a $550 million term loan facility

Workout Transactions

• Represented a public apparel, lifestyle and personal care products company in connection with the March 2009 renegotiation of its $275.0 million senior credit facility
• Represented private equity funds and portfolio companies in negotiations with stakeholders relating to numerous workout and restructuring transactions, including the negotiation of DIP and exit loan facilities
• Represented a variety of agent banks in connection with workout and restructuring transactions for public and private companies in a broad range of industries

Capital Markets Transactions

• Represented one of the leading broadcasting groups in Europe in connection with a June 2001 offering pursuant to Rule 144A and Regulation S of Euro 135 million 12% Senior Notes due 2008
• Represented advisors in connection with the Bank of Scotland’s £25.8 billion September 1999 hostile bid to acquire all outstanding shares of National Westminster Bank
• Represented a NYSE-listed leading Swiss watch manufacturer in connection with its September 1999 $850 million public acquisition by LVMH
• Represented the principal telecommunications services provider in Hungary in connection with a June 1999 U.S. registered public secondary offering of $300 million of its ordinary shares and ADSs

Professional Activities

Clerkship, The Honorable David A.O. Edward, Court of Justice of the European Communities, Luxembourg
Author, “Busting the Administrative Trust: An Experimentalist Approach to Universal Service Administration in Telecommunications Policy,” Columbia Law Review (April 1998); “Book Review: Michael Walzer, Thick and Thin: Moral Argument at Home and Abroad,” The Journal of International Affairs (Winter 1995); numerous reviews of E.U. legislation published in The Columbia Journal of European Law
Co-Author, "Working Through a Workout: A Practitioners Guide from the Perspective of Private Equity Sponsors, Venture Capital Funds and Other Significant Equity Investors," 5 Hastings Bus. L.J. 101 (2009)
Languages, German; French