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5.23.24
Wilson Sonsini Advises SkyHive on Acquisition by Cornerstone
On May 22, 2024, Cornerstone OnDemand Inc., a leader in Workforce Agility solutions, announced the acquisition of workforce skills intelligence capabilities and a team of highly specialized domain experts from SkyHive Technologies Holdings Inc. SkyHive's AI-powered skills intelligence platform and services help customers build skills-based organizations, providing visibility into the capabilities of employees and enabling organizations in their transformation efforts. Wilson Sonsini Goodrich & Rosati represented SkyHive Technologies Holdings in the transaction.
Alerts
3.25.24
Revenue Purchase or Predatory Loan? New York Attorney General Targets Merchant Cash Advance Providers
On March 5, 2024, the New York Attorney General (AG) Letitia James sued Yellowstone Capital LLC (Yellowstone) and various affiliates, accusing them of running a predatory lending operation by disguising the loans as purchases of merchants’ future revenues.
Client Highlights
11.02.23
Firm Advises Sunrun on over $1 Billion in Non-Recourse Financings in Third Quarter of 2023, including Record-Setting Securitization
On September 26, 2023, Sunrun, the nation’s leading home solar, battery storage, and energy services company, completed its latest asset-backed securitization of solar leases and power purchase agreements. The securitization consists of $715 million in A- rated Class A-1 and Class A-2 notes and $80 million in BB+ rated Class B notes for an aggregate $795 million initial balance. The notes are secured by tax-equity and wholly-owned funds of rooftop solar and energy storage systems distributed across various states and utility service territories. Deutsche Bank acted as the sole structuring agent and served as joint bookrunner along with ATLAS SP Securities, BofA Securities, and MUFG Securities Americas, with Credit Agricole Securities, Citigroup Global Markets, ING Financial Markets, J.P. Morgan Securities LLC, SG Americas Securities, TD Securities, and Truist Securities as co-managers for the securitization. The $440 million Class A-1 notes were publicly marketed and the $275 million Class A-2 notes were privately placed. At closing, the asset-backed securitization was both the largest ever in Sunrun’s history and across the entire residential solar industry. Combined with a senior portfolio term-out financing closed in July 2023, the Class A-1 and Class A-2 notes collectively represent over $1 billion of senior term debt financing raised by Sunrun in the third fiscal quarter of 2023.
Client Highlights
1.17.23
Firm Advises Sunrun on $835 Million Non-Recourse Financings
On December 23, 2022, Sunrun closed a $600 million non-recourse syndicated bank facility, including a $575 million amortizing loan and a $25 million debt service reserve letter of credit supporting a 335 MW portfolio of leases and power purchase agreements distributed across various states and utility service territories, with KeyBanc Capital Markets and Silicon Valley Bank acting as coordinating lead arrangers. The facility was oversubscribed among a syndicate of nine lenders and is the largest senior tranche for a term financing since Sunrun’s inception.
Alerts
7.26.22
Fifth Circuit Vacates FERC Orders, Reaffirming Contract Rejection Powers in Bankruptcy
On July 19, 2022, the U.S. Court of Appeals for the Fifth Circuit added to a stream of recent decisions upholding a debtor's right to "reject" regulated energy contracts in bankruptcy, even over the objection of the Federal Energy Regulatory Commission (FERC). With its decision, the court vacated a pair of FERC orders entered prior to the actual bankruptcy proceeding that sought to require a natural gas producer to continue performing under agreements even if they were to be rejected in a bankruptcy case.1
Alerts
5.11.20
Delaware Bankruptcy Court Rules Shareholder “Blocking Right” to Prevent Corporate Bankruptcy Subordinate to Federal Public Policy
In the first decision by a Delaware court to address this issue, a Delaware bankruptcy judge denied a shareholder's motion to dismiss a Chapter 11 bankruptcy case based on the shareholder's contractual blocking right. While the decision focused on the particular facts and circumstances of the case, it serves as an indicator that the public policy surrounding bankruptcy may override negotiated shareholder protections in a company's governing documents.
Bylined Articles
4.30.20
Principal Tax Issues in Debt Restructurings
As a result of the current difficult economic environment, many debtors and lenders find themselves in the position of having to renegotiate and restructure their debt obligations and entitlements. Without careful upfront tax planning, these restructurings may result in adverse tax consequences that can exacerbate the economic pain that the parties are already suffering. For the distressed debtor, the principal consideration is to avoid cancellation of indebtedness (COD) income or the loss of valuable tax attributes such as net operating loss carryforwards (NOLs). For the lender, the principal consideration is to avoid restructuring the debt in a manner that results in the deemed issuance of a new debt that includes original issue discount (OID) and, consequently, taxable income in advance of receiving cash. It should be noted that recent changes in tax law have made these rules more relevant to debt restructurings of “controlled foreign corporations” (CFCs). The following discussion summarizes the key federal income tax issues at play which should be kept in mind by the parties in implementing any such restructuring.
Client Highlights
4.09.20
Firm Advises Savara in Collaboration with Grifols
On April 2, 2020, Savara Inc., an orphan lung disease company, announced the company has entered into an exclusive license and collaboration agreement with Grifols for Apulmiq (inhaled liposomal ciprofloxacin) after Grifols had acquired the assets in a bankruptcy process. Wilson Sonsini Goodrich & Rosati represented Savara in the transaction.
Alerts
12.17.19
Sixth Circuit Affirms Bankruptcy Courts’ Jurisdiction over Rejection of Energy Contracts, Subject to Certain Constraints
On December 12, 2019, a divided panel of the U.S. Court of Appeals for the Sixth Circuit ruled that the bankruptcy court in the bankruptcy proceedings of FirstEnergy Solutions Corp. (FES) has jurisdiction to decide whether FES may reject certain power purchase agreements.1 However, the appellate court found that the bankruptcy court's jurisdiction is not exclusive, holding that while the bankruptcy court had some limited authority to enjoin the Federal Energy Regulatory Commission (FERC) from issuing any order requiring FES to continue performing under the contracts, the bankruptcy court had acted improperly in enjoining FERC from conducting any proceedings related to the contracts. The Sixth Circuit also concluded that the bankruptcy court must consider the impact of the rejection of these contracts on the public interest and may only authorize rejection if the "equities balance in favor of rejecting the contracts."