Rachel L.Rawson

Partner

Boston + 1.617.449.6904 Cleveland + 1.216.586.7276

Rachel Rawson has represented top tier clients in over $20 billion in financing transactions in 25 years in practice. She represents lenders and borrowers in asset-based secured loans, investment-grade company financings, private placements, and subordinated debt placements, many with multijurisdictional and multicurrency components, and advises private equity funds and their portfolio companies in connection with complex leveraged buyout financings and ongoing financing transactions.

Rachel's practice also includes representing lenders and borrowers in connection with workouts and restructurings of troubled credits, including out-of-court restructurings and debtor-in-possession financings and exit financings. Recently she has been advising a variety of clients on intercreditor issues, helping them navigate through transactions with multiple debt tranches and multiple lien priorities.

Clients for which Rachel has worked on substantial matters include Bank of America, KeyBank, PNC Bank, Citizens Bank, Santander Bank, The Riverside Company, Sprint Corporation, Horizon Global Corporation, Ferro Corporation, Blue Point Capital Partners, and Kirkland Capital Partners.

Rachel has spoken at numerous professional conferences and seminars on commercial financing and restructuring topics. She is an officer of the Cleveland Chapter of the Association for Corporate Growth and is active in community and charitable affairs.

Experience

  • Morgan Stanley Capital Partners acquires Nivel Parts & ManufacturingJones Day advised Morgan Stanley Capital Partners in the acquisition and financing of Nivel Parts & Manufacturing Co., LLC, a global manufacturer, distributor, and seller of aftermarket parts and accessories for niche vehicles and heavy-duty equipment.
  • The Toledo Edison Company issues $150 million Senior Secured Notes and First Mortgage BondsJones Day represented The Toledo Edison Company, an electric public utility subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with a Rule 144A and Regulation S offering of $150 million aggregate principal amount of 2.65% Senior Secured Notes due 2028 (the “Senior Secured Notes”) and concurrent issuance of an equal aggregate principal amount of its First Mortgage Bonds, 2.65% Series of 2021 due 2028, which were delivered to the trustee to be held as collateral security for the Senior Secured Notes.
  • Morgan Stanley Capital Partners portfolio company acquires Target Labels & Packaging LLCJones Day represented Morgan Stanley Capital Partners in connection with the acquisition by portfolio company, PPC Flexible Packing LLC, of North Salt Lake, Utah-based Target Labels and Packaging LLC.
  • KeyBank provides $60 million credit facility to Full Circle Fiber OperatingJones Day represented KeyBank National Association, as administrative agent, in connection with a $60 million credit facility consisting of a $52.5 million initial term loan facility and a $7.5 million revolving credit commitment, including a $3.5 million sub-facility for the issuance of letters of credit, provided to Full Circle Fiber Operating LLC, a provider of communication infrastructure and related products and services.
  • Bank of America amends asset-based revolving credit facility for Commercial Vehicle GroupJones Day represented Bank of America, N.A., as agent and a lender, in connection with an amendment to its asset-based revolving credit facility provided to Commercial Vehicle Group, Inc., a manufacturer of innovative component systems to improve performance, and certain of its subsidiaries.
  • Ferro Corporation sells its global Tile Coatings Business to Lone Star Funds for $460 millionJones Day advised Ferro Corporation, a leading global supplier of technology-based performance materials, in the sale of its global Tile Coatings Business to Pigments Spain, S.L., a portfolio company of Lone Star Funds, for $460 million in cash, with potential earnout payments of up to $32 million in cash based on the performance of the business pre-closing, subject to customary adjustments.
  • Riverside portfolio company acquires Think Tech Labs (Rethink)Jones Day represented The Riverside Company in connection with the acquisition by portfolio company Buildout, Inc. of Think Tech Labs (Rethink), a SaaS-based CRM software serving Commercial Real Estate (CRE) brokerages and brokers.
  • LeBaronBrown Industries acquires NPS Holdings Inc.Jones Day advised LeBaronBrown Industries LLC in its acquisition of a majority interest in the NPS Towel & Tissue Division of NPT Holdings Inc., a leading towel & tissue and specialty packaging converter.
  • Peabody Energy completes comprehensive exchange transactionJones Day represented Peabody Energy Corporation (the "Company"), a large private-sector coal company, in connection with a series of recapitalization transactions to, among other things, provide the Company with maturity extensions and covenant relief, while allowing it to maintain sufficient operating liquidity and financial flexibility, including: (i) an offer to exchange any and all of its outstanding $459 million aggregate principal amount of 6.000% Senior Secured Notes due 2022 (the "Existing Notes") for (a) new 10.000% Senior Secured Notes due 2024 to be co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Peabody ("AU HoldingsCo"), and PIC AU Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Peabody ("AU HoldingsCorp" and, together with AU HoldingsCo, the "Co-Issuers"), and (b) new 8.500% Senior Secured Notes due 2024 to be issued by Peabody; and (ii) a restructuring of the revolving loans under the Company's existing credit agreement (the "Existing Credit Agreement") by (a) making a pay down of revolving loans thereunder in the aggregate amount of $10 million, (b) the co-issuers incurring $206 million of term loans under a credit agreement, dated as of January 29, 2021, (c) the Company entering into a letter of credit facility, and (d) the Company amending the existing credit agreement.
  • Riverside acquires USA InsulationJones Day advised The Riverside Company in the acquisition by its home services platform of USA Insulation, which provides residential and commercial insulation services and manufactures, distributes, and sells insulation and insulation-related products.
  • KeyBank amends senior secured credit facility for Congruex GroupJones Day advised KeyBank National Association, as administrative agent, collateral agent, and lender, in connection with an amendment to its senior secured credit facility provided to Congruex Group LLC, a provider of computer programming services on a contract or fee basis.
  • Riverside sells Sunrise Windows & DoorsJones Day represented The Riverside Company in connection with the sale of Sunrise Windows & Doors, a leading manufacturer and seller of replacement vinyl windows and sliding doors, to MI Windows and Doors.
  • Morgan Stanley Capital Partners invests in AWT Labels & Packing and Citation Healthcare LabelsJones Day advised Morgan Stanley Capital Partners in their investment in Advanced Web Technologies Holding Company, which operates as AWT Labels & Packaging and Citation Healthcare Labels, from Mason Wells, a Midwest-based private equity firm.
  • Riverside sells Camelot Education to Specialized Education Services, Inc.Jones Day represented The Riverside Company in connection with the sale of portfolio company CHG Alt Ed Holding Company, Inc. d/b/a Camelot Education, a private educational service provider, to Specialized Education Services, Inc.
  • Morgan Stanley portfolio company acquires Custom Poly Bag, Inc.Jones Day represented Morgan Stanley Capital Partners in connection with the acquisition and financing by portfolio company PPC Flexible Packaging, LLC of Custom Poly Bag, LLC, a leading manufacturer of custom flexible packaging for bakery, protein, medical, and specialty consumer markets, based in Alliance, Ohio.
  • Riverside portfolio company acquires Geroline Inc.Jones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company SureWerx of Geroline Inc., a virtual manufacturer of footwear traction aids serving diverse industrial end-markets in Canada and the U.S.
  • KeyBank provides secured credit facility to NextEdge NetworksJones Day advised KeyBank National Association, as administrative agent, in connection with a secured credit facility provided to NextEdge Networks, a leading provider in turnkey small cell services for outdoor and in-building solutions.
  • Riverside portfolio company acquires Parker Products, LLCJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Parker Products, LLC of Creative Food Ingredients, Inc., a provider of baked food ingredients and inclusions.
  • Riverside portfolio company acquires SonruJones Day represented The Riverside Company in connection with the acquisition by portfolio company Modern Hire of Sonru, a provider of automated video interviewing technology in EMEA and Asia Pacific.
  • Riverside portfolio company acquires Advanced FireJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company CertaSite, LLC of Advanced Fire Company, Approved Fire Protection, and Advanced Fire and Security to form Advanced Fire, a provider of fire and life safety system inspection, monitoring, repair, and maintenance and installation services.
  • Speaking Engagements

    • May 2, 2012
      PLI’s Leveraged Financing 2012
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