Orrick Advises Japan-based Subordinated Second Lien Lenders in $3.4 Billion Sale-Leaseback Transaction for Sprint Corporation

April.15.2016

Orrick represented the Japan-based subordinated second lien lenders in a $3.4 billion sale-leaseback transaction for Sprint Corporation. The transaction, announced on April 6 by Sprint and funded on April 12, involved the sale by Sprint of certain existing wireless network assets to several bankruptcy remote entities for $3.4 billion and the concurrent leasing back of those assets to Sprint. The sale yielded to Sprint cash proceeds of approximately $2.2 billion, with the balance of the $3.4 billion purchase price paid with an unsecured subordinated promissory note issued to Sprint by the bankruptcy remote entities.  
 
This complex transaction included multiple tranches of secured debt that were used to finance the sale-leaseback, as well as an agreement by a third party to purchase the assets from the bankruptcy remote entities if an event of default occurs under the lease. Orrick’s clients provided subordinated second-lien loans used to finance a portion of the $2.2 billion cash purchase price paid to Sprint for the assets.
 
The Orrick team was led by Zach Finley in San Francisco and Hiroki Sugita in Tokyo and included Bill Haft and Christina Lee (Banking & Finance, New York), Doug Mintz and Thomas Mitchell (Restructuring, Washington, D.C. and San Francisco, respectively) and Harry Clark and Greg Hume (International Trade & Compliance, Washington, D.C.).