Steven C. Schnitzer is head of the Washington, D.C. Corporate Practice. He concentrates his practice primarily on mergers and acquisitions, private equity, corporate and equipment finance, strategic alliances and general corporate counseling.
Mr. Schnitzer represents clients in a wide array of corporate transactional matters and has been involved in numerous mergers and acquisitions, private equity investments and joint venture transactions. He has represented large energy companies, major high-tech companies and domestic and international defense industry companies in auction-style acquisitions and divestitures, including leveraged buyouts, involving both strategic and financial parties. He also regularly represents private equity funds in structuring, negotiating and documenting their investments in early-stage and growth-stage companies and provides general corporate advice in connection with their ownership or restructuring of portfolio company investments. Mr. Schnitzer has substantial experience in advising boards of directors and investment committees of private equity funds on corporate governance matters, including business judgment rule, “entire fairness” doctrine and controlling stockholder principles.
In financial transactions, Mr. Schnitzer has represented major commercial banks, hedge funds, private equity funds and borrowers in a wide variety of corporate finance transactions, including syndicated revolving credit facilities, letter of credit and surety bond facilities or programs, credit-enhancement transactions, hedging arrangements, mezzanine debt financings and intercreditor arrangements. He has also represented lessees, lessors, major equipment manufacturers, developers and institutional investors in a variety of domestic and cross-border project finance transactions and “big-ticket” equipment finance transactions, including leveraged lease financings of aircraft and railroad rolling stock in both the public and private debt markets through the issuance of derivative securities, including enhanced equipment trust certificates. Mr. Schnitzer has also represented borrowers and other finance parties in general corporate finance transactions, including tax-driven transactions and pre-delivery finance programs, and has represented both issuers and institutional investors in the sale or purchase of privately placed senior notes.
Representative M&A, private equity and joint venture transactions include the following:
- Represented large regional banking institution in transactions involving the acquisition of (i) over $1.2 billion of deposit liabilities, $300 million of loan portfolio assets and 27 branch properties, and (ii) an asset-based lending business.
- Represented bank and publicly traded bank holding company in the sale of all of its assets in a transaction mandated by the Office of Thrift Supervision.
- Represented one of the largest US-based coal companies in various coal company acquisitions and dispositions and other transactions, including the sale for $300 million of various mining companies and coal reserves.
- Represented private equity firm in various preferred stock investments, tender offers, bridge loans and warrant transactions involving early-stage and growth-stage companies and portfolio companies, including “down-round” investments.
- Represented London-based investment bank in the stalking-horse acquisition of coal assets from a bankrupt debtor in the debtor’s Section 363 asset sale to form a US-based coal company, along with the contemporaneous financing of such acquisition and the immediate sale of the acquired assets to a new investor group.
- Represented mid-size publicly traded coal company in numerous acquisitions and dispositions and other corporate transactions, including the representation of management in the original leveraged buyout of the coal company from its parent company for approximately $250 million.
- Represented AIM-listed renewable energy company in a variety of acquisitions and preferred stock and common stock investments, including the two-step acquisition of a British Columbia, Canada, corporation engaged in the wood pelletization industry.
- Represented one of the largest worldwide integrated industrial companies in connection with numerous acquisitions and dispositions on behalf of its US-based division engaged in the postal presort sector.
- Represented minority shareholder in the sale of a financial services company for approximately $100 million.
- Represented major satellite and telecommunications company in the divestiture of its satellite business for approximately $116 million.*
- Represented United Kingdom conglomerate in numerous defense industry acquisitions in the United States.*
- Represented United Kingdom conglomerate and its Canadian subsidiary in an international joint venture for the development of real-time television and internet service for transoceanic flights.*
- Represented one of the largest worldwide chemicals companies in a joint venture with other major chemical companies to develop and exploit remediation technology.*
Representative corporate and equipment finance transactions include the following:
*Denotes transaction from a prior law firm affiliation.
- Represented publicly traded master limited partnership engaged in coal mining in a $950 million syndicated revolving credit facility with J.P. Morgan Securities LLC, Wells Fargo Securities LLC and Citigroup Global Markets Inc. as joint lead arrangers.
- Represented hedge fund in a debt and equity investment in a Utah-based precious metals mining company.
- Represented publicly traded master limited partnership engaged in coal mining in the sale of $350 million of 7 and 10 year senior notes to institutional investors placed by J.P. Morgan Securities LLC and Citigroup Global Markets Inc.
- Represented publicly traded master limited partnership engaged in coal mining in a $250 million syndicated revolving credit facility with J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. as joint lead arrangers.
- Represented hedge fund in structuring and documenting a secured $425 million subprime credit facility used to import “grey-market” SmartCars from European vendors.
- Represented publicly traded master limited partnership engaged in coal mining in a series of transactions designed to monetize over $1 billion in synthetic fuel tax credits.
- Represented holding companies in a series of letter of credit facilities used to secure a surety bond program.
- Represented a major airframe manufacturer, as owner participant, in connection with the public offering of approximately $414 million of enhanced equipment trust certificates used to finance the acquisition of aircraft, which certificates were supported by a liquidity facility from a major Paris-based commercial bank.
- Represented holding company in the negotiation of interest rate and collar swap agreements involving $200 million of notional indebtedness.
- Represented one of the largest US commercial banks in numerous revolving credit facility transactions made available to a variety of public and private company borrowers, the proceeds of which were used for general working capital purposes, acquisitions or leveraged ESOP buyouts.*
- Represented one of the largest US airlines in numerous leveraged lease financings and operating leases of aircraft, including cross-border “double-dip” financings and pass-through trust certificate financings.*
- Represented major worldwide aircraft engine manufacturer in a pre-delivery finance program created to facilitate an airline’s purchase of its engines.*
- Represented institutional purchasers of senior notes in various project finance transactions, including the financing of a co-generation facility and a waste-to-energy facility.*
- Represented lender in the financing of the automated people mover at Newark International Airport.*
Mr. Schnitzer joined Katten in 2001. He began his career at Debevoise & Plimpton LLP in New York, where he was an associate in the Corporate Finance Department from 1988 to 1994. In 1994, Mr. Schnitzer joined Crowell & Moring LLP in Washington, D.C., where he was a partner in the Corporate Group. Mr. Schnitzer earned his BA from the University of Maryland and his JD from Touro College Jacob D. Fuchsberg Law Center, where he graduated with honors and served as editor-in-chief of the Law Review
. He is a member of the bars of New York, Connecticut and the District of Columbia.