Our team operates where complexity meets possibility, partnering with clients to structure tailored solutions in moments defined by opportunity and challenge. We deliver strategic capital solutions across the investment lifecycle — from growth capital to restructurings — helping our clients optimize outcomes amid complication.
The group’s practice is centered on complex capital structure events, including recapitalizations, exchange transactions, distressed M&A, amend-and-extend deals, rights offerings, issuances of preferred and hybrid securities, drop-down and asset-transfer strategies, and comprehensive out-of-court restructurings. We evaluate governance considerations, debt capacity, asset separation strategies, claims waterfall positioning, collateral mobility and enforcement scenarios to craft solutions that maximize results for our clients, while reducing risk. We pride ourselves in having developed numerous first-of-kind structures and instrument hybridity to solve problems that traditional market approaches cannot.
Milbank’s finance and capital markets teams help engineer next-generation capital structures, combining technical precision with creativity. Our special situations M&A team combines market-leading restructuring experience with strategic deal execution. We’ve advised on some of the most significant restructurings, guiding clients through Section 363 and other distressed sales, joint ventures, and complex governance structures. For companies with solid underlying fundamentals that traditional actors in the market have overlooked, we advise on opportunistic growth capital transactions effected through structures calibrated to the specific cash flow, collateral, and governance needs of the situation.
Our multidisciplinary team draws on deep experience across restructuring, corporate, capital markets, and finance to deliver seamlessly integrated, end-to-end execution — from scenario modeling and counterparty mapping through transaction design, negotiation, and documentation. Following closing, we guide boards and investors through the critical post-transaction phase, often serving as outside general counsel when representing companies. In these situations, we provide strategic counsel on governance considerations, exit/disposition planning and execution, IPOs, refinancings, and tax matters.
Our capabilities are broad. In addition to wholly novel transactions, we routinely advise clients on the following, among others:
- Liability management transactions, including tiering structures, drop-down and collateral-migration structures, non-pro rata priming and superpriority credit, and “amend-and-extend” transactions
- Complex recapitalizations
- Distressed M&A and joint ventures
- High-stakes corporate governance situations
- Preferred and hybrid securities issuances
- Structured equity issuances
- Distressed investing and risk arbitrage
- Structured liquidity backstops and warrant-enhanced financings
- Asset-level SPV financings and holdco facilities
- Bridge facilities
- Rescue financings
- Unitranche, last-out, and second-lien solutions
- Convertible and PIK-toggle instruments
- Debtor-in-possession (DIP) facilities
- Exit financings
- Mezzanine financings
- Deleveraging exchange and tender transactions, including debt-for-equity swaps and debt-for-debt swaps
- Post-restructured M&A, financings and corporate governance
- Crisis litigation and crisis management
- Impact litigation
