I N S I D E T H E M I N D S

Analyzing VC Deal Terms

Leading Lawyers on Structuring Term Sheets, Developing Negotiation Strategies, and

Assessing Risks

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Debt Financing Commitments in Private Equity Acquisitions

LizabethAnn R. Eisen Partner

Cravath, Swaine & Moore LLP

Inside the Minds – Published by Aspatore Books Counsel to Debt Financing Sources in Private Equity Transactions The role of counsel to the debt financing sources for an acquisition by a private equity firm generally is to represent the financial institutions entering commitments for the debt financing that will provide a significant portion of the funds needed to pay the cash consideration in the acquisition. Typically, these financing commitments are made to newly formed shell companies owned by the acquiring private equity firm. In some cases, however, the financing commitment is made to an existing portfolio company of a private equity firm. Each of these scenarios raises different issues in developing the financing structure and analyzing the deal terms. Counsel to debt financing sources in a private equity transaction works with their clients to document a commitment by the financing sources to provide the debt financing on a set of particular terms for a particular deal. Although the form of that commitment may vary, a typical “commitment paper package” often includes a commitment letter to which term sheets for each tranche of debt (e.g., senior revolving and term loan facilities and bridge loans) to be included in the commitment are attached, a fee letter and an engagement letter. The commitment paper package sets forth the terms pursuant to which the debt financing sources are willing to commit to provide funding for a specific acquisition, but this package is not the definitive documentation pursuant to which the funding will be provided. A typical financing for a private equity transaction might involve commercial loans in the form of senior revolving and term loan facilities with maturities in the five-to seven-year range. This often is referred to as a typical commercial bank financing. Although one or more institutions will typically commit to provide the entire amount of the commercial loans, it is understood that these institutions will market (or “syndicate”) the loans to other lenders. The second tranche of a typical private equity financing may consist of a bridge loan to be funded by the debt financing sources in the event a high-yield capital markets transaction cannot be completed in a timely manner prior to the time the proposed acquisition will be completed. The bridge loan is intended to be a backstop to a high-yield debt securities offering and, absent difficult market or other conditions, is not expected to be funded upon closing of the proposed acquisition. The bridge commitment is meant to give the target company and the acquirer certainty

Debt Financing Commitments in Private Equity Acquisitions

that, in the event the high-yield capital markets deal is not available to finance the deal at the time of the proposed acquisition, the debt funds necessary to complete the acquisition will be available. If the bridge loan is funded, the terms of the bridge loan often require the borrower to assist in refinancing it through a high-yield debt offering and require that any proceeds of such offering be used to repay the bridge loan. Thus, the general idea is that the bridge loan will remain outstanding only until a high-yield debt offering can be completed. This chapter focuses on three phases common to financing private equity acquisitions based on the typical structure described above: (1) pre-commitment structuring analysis; (2) documenting the debt financing commitment; and (3) executing the financing transaction. The chapter is not meant to be an exhaustive analysis of each phase of a proposed acquisition and financing thereof, but rather focuses on some common issues encountered during the applicable phase of the transaction. The first stage involves doing legal due diligence and understanding the business of the target company (and the acquirer if an existing portfolio company of the private equity firm), in particular the capital structure and any limitations on financing the proposed acquisition as a result of the covenants in the existing debt and the existence of any prior claims to the assets or cash flow (so-called “priming” liens). During this process, counsel to the debt financing sources may review outstanding and threatened litigation, tax liabilities, and under or unfunded pension obligations, in each case to the extent relevant. This also is a time to develop a financing structure, a process that is discussed in more detail below. The second phase, which is documenting the debt financing commitment, happens during the final stages of negotiation of the proposed acquisition, as the debt financing commitments are often signed simultaneously with the execution of the proposed acquisition. During this phase, counsel likely will be drafting the documents that constitute the commitment paper package. Counsel focuses particularly on the terms of the proposed acquisition and the debt financing and how they will work together. Specific areas of interest for target companies, acquirers, and debt financing sources include conditionality of the debt financing commitment (often referred to as whether there is certainty of funding), the definition of a “material adverse

Inside the Minds – Published by Aspatore Books change” (or “MAC”) in the business and who has a right to assert that it has occurred, the imposition of a minimum equity condition, the provision of financial and other information customarily used in marketing debt, the time required to market the debt before the debt financing sources are required to fund their commitments, the flexibility to change the terms of the debt financing in light of then-current market conditions, and the right to require the refinancing of bridge loans if such loans are funded. Each of these areas is discussed in more detail below. In the third phase, counsel to the debt financing sources is focused on actually executing the debt financing, which means drafting and negotiating the definitive documents pursuant to which the actual debt will be governed, conducting often extensive covenant negotiations with the private equity firm and its counsel, participating in the preparation of the related marketing and disclosure documents, and closing the debt financing. During each of the foregoing deal phases, it is essential for counsel to the debt financing sources to understand both the acquisition objectives and the debt financing objections. Often these objectives compete with each other. For example, a target company may want limited conditions to the obligation of the acquirer to complete the transaction (which corresponds to limited conditions on the obligation of the debt financing sources to fund), while the debt financing sources may have specific credit criteria to be satisfied prior to funding. Understanding the sometimes competing objectives of acquirers, target companies, and debt financing sources enables counsel to the debt financing sources to work with their clients to facilitate commitment to a transaction without undue risk. This involves balancing the desire for certainty of funding on specific terms with the need for the financing sources to have flexibility to change terms to meet market conditions, particularly if they are making a commitment that may remain outstanding for a long period of time. Counsel to the debt financing sources can be an important participant in developing the financing structure. To the extent counsel can be creative in assessing the limitations and opportunities inherent in the target company’s existing capital structure, it offers the potential to unlock value for both the debt financing sources and the private equity firms during the first stage of the transaction. In the second stage, counsel to the debt financing sources

Debt Financing Commitments in Private Equity Acquisitions

provides value to their clients by explaining the acquisition deal terms to them, understanding the risks associated with the acquisition and related financing, trying to mitigate those risks in the commitment paper package, and trying to balance the competing objectives of the various parties. In the third stage (executing the deal), value comes from understanding the covenants included in the debt financing, how they work, and the current market conditions. In negotiating the covenants for the financing, understanding current market dynamics is a way for counsel to the debt financing sources to provide value to their clients. Phase I: Pre-Commitment Structuring Analysis For counsel effectively to represent debt financing sources, it is important to analyze the existing capital structure of the target company, particularly what, if any, debt instruments are outstanding and what limitations they may place on a particular acquisition structure or desired financing structure. This is perhaps the area in which counsel to the debt financing sources provides the most value. Undertaking this type of analysis involves reviewing the capital structure of the target company and determining what, if any, debt it may be desirable and possible to keep outstanding. This, in the first instance, is an exercise in reviewing the cost of the existing debt and the cost of refinancing such debt. There often is significant up-front work that goes into assessing whether a transaction is able to be financed on desirable terms. Once that analysis is complete, counsel to the debt financing sources needs to review the terms of each tranche of outstanding debt to determine whether the proposed transaction would be permitted by the terms of such debt and whether such transaction, even if permitted, would trigger any offer to purchase requirements (e.g., the so-called “change of control” put at 101 percent of par that is a common feature in high-yield debt indentures). In addition, counsel often reviews whether the debt is prepayable or redeemable, the cost of such prepayment or redemption, and the process by which such prepayment or redemption may be achieved. The prepayment or redemption mechanics are important in circumstances where a transaction would not be permitted under the terms of a particular tranche of debt because the ability to timely prepay or redeem debt could impact the timing of completion of the transaction. Analysis of the terms of outstanding debt is an area where counsel to the debt financing sources devotes time to analyzing covenants and potential

Inside the Minds – Published by Aspatore Books limitations on financing the proposed acquisition. One covenant in the outstanding debt that may limit the ability to achieve the desired structure for the new debt is the negative pledge covenant. This covenant may limit the ability of the target and certain of its subsidiaries to incur additional secured debt to finance the proposed acquisition. For example, if the target company is an investment grade company and there is existing debt outstanding that it is desirable to leave in place for rate, term, or other reasons, counsel to the debt financing sources likely would spend a lot of time determining how to structure the proposed acquisition such that the investment debt could be left outstanding without limiting the financing options available for the proposed acquisition. The analysis done during this phase is particularly important if the proposed acquisition involves combining two companies. This would happen when a private equity firm uses an existing portfolio company to acquire another company. Portfolio companies of private equity firms are likely to have existing debt dating from the time such company was acquired by the private equity firm. Depending on the circumstances and timing, the existing debt may or may not be redeemable and the cost associated with such redemption may be so high that it renders the transaction uneconomic. In most cases there is a substantial cost to having to refinance debt, particularly if that refinancing occurs shortly after the debt is issued. One aspect of the analysis on the commercial banking side is whether the borrower and its subsidiaries have a business sufficient to provide adequate credit support for the senior credit facilities that are the subject of the debt financing commitment. This generally involves working with the debt financing sources and the target company to review the scope of the upstream guarantees from both domestic and, to the extent available, foreign subsidiaries. In addition, if there are foreign subsidiary guarantors or pledges of foreign assets, the target company may be subject to local law procedures, sometimes referred to as “whitewash” procedures, that may limit the guarantees and upstream credit support from foreign subsidiaries. It is important to take into account the timing aspects of obtaining any necessary credit support when structuring the transaction.

Debt Financing Commitments in Private Equity Acquisitions

Phase II: Documenting the Debt Financing Commitment During this phase, counsel will be drafting the documents that constitute the “commitment paper package.” It is also during this phase that the sometimes competing goals of the private equity firm, target company, and debt financing sources will be negotiated and the resolutions documented as part of finalizing the commitment paper package. As a result, understanding the relationship between the proposed acquisition terms and the debt financing commitment terms is an important part of assessing the appropriate balance in each of the key areas described below. For example, one thing that happens, particularly in public-to-private acquisitions, is that the private equity firms will want the conditions to their obligation to complete the acquisition and the conditions to the obligation of the debt financing sources to fund the debt commitment to mirror each other. This approach generally is driven by whether the acquisition agreement includes a so-called “financing” condition (i.e., does the private equity firm have to complete the transaction if its debt financing is not available). If the private equity firm forgoes a financing condition, it does not want to find itself in a situation where it may have to complete an acquisition transaction without its debt financing sources also being obligated to fund their debt commitments. In light of the private equity firm’s desire to have the conditions to the debt financing commitment mirror the conditions to the acquisition, one area where counsel to the debt financing sources can add value is to discuss with those financing sources whether, based on their understanding of then-current market conditions and expectations about future market conditions, the commitment paper package provides protection appropriate for the particular transaction to allow them not to have to fund if it does not make good credit sense at the time the acquisition is completed. Another area where counsel to the debt financing sources can add value is to discuss the need for flexibility to change the deal terms in the event the market changes and to work to include such flexibility in the commitment paper package.

Inside the Minds – Published by Aspatore Books Some of the key areas of negotiation in the commitment paper package include the following: Certainty of Funding. Once a proposed acquisition has been announced, a target company does not want to find itself left at the altar. As a result, certainty of funding is important to target companies. In a deal with a private equity firm, the target company wants to know that the private equity firm (who, unlike the typical strategic bidder, cannot pay the acquisition price without incurring debt) will have the funds necessary to complete the acquisition. In the debt financing context, the desire for certainty of funding results in the target company’s seeking to have the conditions precedent to funding match the conditions precedent to closing in the acquisition agreement. Target companies and private equity firms tend to object to closing or funding conditions that are subjective or the satisfaction of which is outside the control of the parties. From the private equity perspective, certainty of funding also includes certainty of obtaining the funds at a reasonably identifiable cost and within a predetermined set of parameters. For example, if market or other conditions would require a private equity firm to accept covenants that hamper its ability to run the acquired business in the way it wants, such limitations may have an impact on the desirability of the proposed acquisition. Accordingly, there is a tension between the desires of the private equity firm to have the debt financing sources commit to a particular set of covenants and the desires of the financing sources to achieve the flexibility to modify those covenants to obtain acceptance in the debt market. Navigating the negotiation over certainty of funding can seem like walking on a tightrope, particularly for acquisitions that have a long regulatory horizon requiring that the debt funding commitment remain outstanding for a substantial period (sometimes in excess of a year). During that time, market and industry conditions can change dramatically, as can the target company’s business. There is a tension between limiting conditionality in a manner that results in certainty of funding and the length of time that the commitment may be required to remain outstanding. The length of the commitment to provide debt financing on a particular set of terms may impact the willingness of the debt financing sources to specify the terms. For example, if the debt financing sources “underwrite” a particular set of covenants by including them in the commitment papers,

Debt Financing Commitments in Private Equity Acquisitions

those covenants may be market standard at the particular time that the commitment papers are executed. In reality, however, it is possible that the debt financing will not be consummated for a substantial period of time, say twelve months. This type of a commitment can cause difficulty for the debt financing sources if they do not have the flexibility described below to make necessary changes to address current market conditions at the time the debt is actively being marketed. From the perspective of the debt financing sources, the downside of committing to underwrite covenants that the market may not accept is that it may impede the ability of the debt financing sources to sell the debt at par. Another area of deal certainty is whether the borrower’s representations typically included in the definitive documentation must be correct at the time of initial funding of the debt (typically, the day of closing and the time at which the representations in the agreement governing the acquisition are also tested). Target companies and private equity firms want the representations in the acquisition agreement to be the standard for determining whether the lenders are required to fund their commitment (together with certain fundamental representations about the new debt, such as due authorization and enforceability). These acquisition agreement representations, however, often don’t cover all the areas of concern to the debt financing sources. Because private equity firms and target companies want certainty of funding, their interests are not aligned with the debt financing sources in this area. The Business MAC. The business MAC condition protects the acquirer from having to complete the acquisition in the event of changes in the target company’s business. In general, this condition requires that there not have occurred a material adverse change in the business of the target company (note that if a portfolio company of a private equity firm is making the acquisition, consideration should be given to whether the business MAC should also cover the acquirer’s business). This condition generally does not protect, however, against adverse changes in the industry, economy, or financial markets except sometimes to the extent those adverse changes disproportionately impact the target company’s business relative to comparable companies. Although the business MAC condition included in the commitment letter often is conformed to the business MAC condition included in the agreement governing the acquisition, it is included as a

Inside the Minds – Published by Aspatore Books separate condition in the commitment paper package. The definition of a “business MAC” often includes carve-outs that may have serious consequences for the creditworthiness of the target company. These carve-outs deem a business MAC not to have occurred (and therefore do not cause a failure to satisfy the no business MAC condition) for events such as the effect of the announcement of the transaction on the target company or the effect of acts of war or terrorism. Counsel to debt financing sources serve the interests of their client by discussing the business MAC condition included in the agreement governing the acquisition and highlighting any exceptions to the business MAC. This is an area where the interests of the target company, the private equity firm, and the debt financing sources are likely to diverge. While carve-outs to the business MAC may represent a reasonable allocation of risk between the target company and the private equity firm who has “equity” upside, the debt financing sources may have a different view. Because the debt financing sources do not have any “equity” upside, whether the borrower is unable to service its debt as a result of the announcement of the deal or a downturn in its business may not be as relevant. Another area of negotiation with respect to the business MAC is the reference date for testing whether a business MAC has occurred. The reference date is often the date of the last audited financial statements of the target company or, in the absence of such financial statements, the date of the financial statements or information on which the debt financing sources are basing their credit decision. Minimum Equity Condition. Debt financing sources often seek to include a minimum equity contribution condition. This condition requires that the private equity firm contribute a minimum amount of equity to the acquirer in connection with the acquisition. This generally is a point discussed between the private equity firm and the debt financing sources and should not be a condition of great concern to the target company. A minimum equity condition is designed to ensure that if the purchase price is reduced, the private equity firm will not be able to reduce its equity contribution by the entire amount of such reduction. Marketing Information and Time Period. Debt financing sources want to know that the private equity firm and target company will provide them with the

Debt Financing Commitments in Private Equity Acquisitions

financial and other information they will need to syndicate their debt commitments and market a high-yield capital markets offering before the consummation of the acquisition. This information is sometimes difficult to compile, particularly pro forma financial information, and can be a significant lead-time item. If the marketing period does not commence until delivery to the debt financing sources of all such information, this may have timing implications for the transaction. The debt financing sources, however, cannot begin to market the debt until they have the appropriate information. One point of negotiation is how long the debt financing sources will have to market the debt after delivery of all the required information. Debt financing sources typically want to know they will have a sufficient amount of time to market the debt prior to being required to fund it (e.g., 30 days). Flexibility to Change Debt Financing Terms. Most debt financing commitments grant the financing sources some flexibility to restructure the debt to achieve a successful syndication of the debt. This language most often appears in the fee letter. Private equity firms often want the “flex” language to be drafted in a way that specifies an exclusive list of the changes that can be invoked by the debt financing sources. These provisions are often highly negotiated and tailored to the particular circumstances of the transaction. The private equity firms are focused on the total cost of the debt, assuming the debt financing sources exercise all the flexibility that they have to change the terms. The debt financing sources are focused on providing enough flexibility to change terms to enable them to sell the debt at par. In general, the target company’s interests are not impacted by the “flex” provisions because those provisions typically do not impact certainty of funding. Right to Refinance Funded Bridge Debt. If a bridge loan is funded, the debt financing sources want to know that they have the right to cause the borrower to refinance this funded bridge. In general, this is achieved through the so-called “securities demand” provision. The securities demand provision provides that the borrower will cooperate with and assist in completing a high-yield debt offering to refinance the funded bridge loans. Some of the key negotiation points include when and for what time period the securities demand will be available, the economic and other terms of the

Inside the Minds – Published by Aspatore Books high-yield debt securities to be offered, and the number of times the borrower can be required to participate in the offering process. Phase III: Executing the Financing Transaction The third phase of a private equity financing involves actually executing the financing transaction (i.e., “doing the deal”). During this third phase of the transaction, the definitive documentation for all the new debt is drafted and negotiated, the marketing and disclosure documents are drafted, and the marketing period for the debt occurs. This phase is typically the time when the affirmative, negative, and financial covenants to be included in the definitive documentation are drafted and negotiated. Negotiating debt covenants often involves understanding the borrower’s business and its legitimate business aims in order to draft the covenants in a way that will protect the financing sources while providing adequate flexibility for the borrower to conduct its business. This is an area where counsel to the debt financing sources plays an important role in synthesizing the information learned during the legal due diligence process with the need for flexibility in the covenants. It is also important to analyze covenants in light of current market conditions. One way to do this is to compare them to comparable transactions (e.g., industry, rating, business size) being done in the then-current market. One of the most important things for counsel to the debt financing sources to do in reviewing financings and financing terms is understanding where the market was when a particular commitment was being made, and what, if any, particular circumstances led to the making of a commitment. The “commitment paper package” and the definitive documents governing the new debt are just that—a “package”—and it is important to understand how all of the provisions of a particular transaction work together. Cherry-picking certain provisions from a variety of deals may not result in favorable debt market reaction to the covenant package and may not ultimately provide the target company the flexibility it seeks. In addition, to the extent the covenant package is tailored to address specific business concerns, it may be more acceptable to the market even if it includes so-called “off-market” provisions. Management, together with the private equity firm, has an important role to play during the covenant negotiations, particularly with respect to the covenants in any high-yield debt securities. Members of management who will operate the target company’s business after the closing usually are knowledgeable about plans

Debt Financing Commitments in Private Equity Acquisitions

and projections of the target company. As a result, management offers valuable insight into the flexibility needed in the covenants to allow the target company’s business to be conducted in the ordinary course after closing of the financing. This is particularly important with respect to the high-yield covenants because often it is expensive and time consuming to obtain amendments and waivers from bondholders. Another aspect of covenant negotiations relates to whether any existing debt of the target company will remain outstanding. If so, counsel to the debt financing sources also needs to review the covenants in the new debt with a view to ensuring that they do not violate the terms of the outstanding debt. Since the specific terms of the new debt is often not negotiated until this third phase, it is important to return to the analysis done in the first phase in drafting and negotiating the covenants. Another important part of the analysis done during this phase is the solvency analysis. This generally is undertaken by the private equity firm to establish that the target company, upon consummation of the acquisition and debt financing, will be solvent. Typically, delivery of a solvency certificate from a member of senior management or a solvency opinion given by an independent third party is a condition to completion of the debt financing. During this phase, the U.S. Federal securities laws also play a larger role than in the earlier phases. One aspect of any high-yield debt offering is compliance with the applicable U.S. Federal securities laws and market custom. High-yield offerings are most often done as Rule 144A offerings (allowing private sales to “qualified institutional buyers”) and under Regulation S outside the United States to non-U.S. persons. In addition, high-yield debt offerings almost always include registration rights, which means that the issuer of the debt securities would be obligated within a specified period of time after closing to undertake a registered exchange offer of the Rule 144A/Reg. S debt securities for registered securities with the same terms. This is known as an “A/B exchange offer.” In some cases, the issuer of the high-yield debt securities would also be obligated to put up a shelf registration statement to allow resales of the securities. One of the current issues facing the high-yield market is how the amendment of Rule 144 under the Securities Act of 1933 will impact the registration and

Inside the Minds – Published by Aspatore Books Securities Exchange Commission reporting aspects of the high-yield offering process. Because high-yield debt securities are “restricted securities,” they are subject to limitations on resale until the A/B exchange offer is completed. The amendments to Rule 144, although beyond the scope of this chapter, shorten substantially the period for resale of unregistered securities, particularly for reporting companies. As a result of the easing of the limitations on resales of restricted securities, market participants currently are assessing whether any change in the requirement for registration rights is warranted. Counsel to the debt financing sources has an important role to play in assessing this area because it could have both a marketing and pricing impact on the execution of the financing. In terms of resources to call upon during this phase of the transaction, the starting point might be to look at other comparable transactions that have been done in the market recently. Whether something is a comparable transaction may depend on a number of factors such as industry, credit rating, size, and leverage, among other things. In terms of analyzing private equity deals in recent years, the market is evolving, sometimes rapidly. Therefore it is important to understand, when you are looking at any potentially comparable transaction, when the particular transaction actually happened, so that you can put it in its proper historical context, understand where the market was at that time, and determine whether the terms of that deal would be palatable at the current time. This culmination of this phase is the completion of both the acquisition transaction and the debt financing. Conclusion This chapter focused on three phases common to financing private equity acquisitions: (1) pre-commitment structuring analysis; (2) documenting the debt financing commitment; and (3) executing the financing transaction. As described above, the participants in the transaction—the private equity firm, the target company, and the debt financing sources—may have competing goals. Understanding and balancing these competing goals is an important aspect of the role of counsel to the debt financing sources in any private equity transaction. To do so, counsel needs to be well-versed in the terms of the acquisition because those terms likely will play a significant role

Debt Financing Commitments in Private Equity Acquisitions

in the “commitment paper package” and definitive documents governing the debt. The private equity debt financing market evolves and changes rapidly. Accordingly, it behooves counsel to the debt financing sources to understand the then-current state of the market and its likely impact on the transaction. By doing so, counsel will be best-positioned to add value to the debt financing sources. LizabethAnn R. Eisen is a partner in the Corporate Department of Cravath, Swaine & Moore LLP. Ms. Eisen’s practice consists primarily of domestic and international corporate finance transactions, including public and private offerings of debt and equity securities. Since March 2006, she has represented Xerox in SEC-registered offerings of debt securities totaling more than $3.5 billion. Ms. Eisen also represents underwriters in IPOs, including for Eurand N.V., CommVault and SSA Global Technologies, and in high yield offerings, including most recently for Terex Corp., CEVA Group Plc, RBS Global, Metals USA, and Hexion Specialty Chemicals. In addition, Ms. Eisen advises Cravath’s corporate clients in their securities and other corporate transactions and with respect to their SEC reporting obligations. Ms. Eisen is a frequent speaker and author on securities laws. Her articles include “Securities Offerings - Completing Your IPO as Market Conditions Shift on Pricing Day,” published in the December 2007 issue of Bloomberg Corporate Law Journal, which discusses SEC rules and regulations for changing the price and size of an initial public offering. Recent speaking engagements include presentations at PLI’s “Securities Offerings 2007: Operating Under the New Rules” and Bloomberg Securities Law Symposium 2007. In addition, Ms. Eisen is one of the six partners who oversee the firm’s pro bono project with the Children’s Hospital at Montefiore and the Morgan Stanley Children’s Hospital of New York-Presbyterian through which free legal services are provided to patients and their families. She is a member of the board of directors of the Fresh Air Fund and Volunteers of Legal Service, Inc. Ms. Eisen is also a member of the Advisory Board of the Women in Law Empowerment Forum. Ms. Eisen was named a leading lawyer in U.S. High Yield Debt by the IFLR 1000. She was also named to the Lawdragon 500: New Stars New Worlds, Lawdragon magazine’s list of the nation’s top 500 up-and-coming talent and innovative seasoned professionals who are “carrying the legal profession to new frontiers.”

Inside the Minds – Published by Aspatore Books Ms. Eisen comes from Portland, Oregon. She received a B.A., magna cum laude, in 1994 from Cornell University and a J.D. in 1997 from the University of Pennsylvania. She joined Cravath in 1997 and became a partner in 2005. Ms. Eisen can be reached by phone at 212-474-1930 or by e-mail at lizann.eisen@cravath.com.

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