Linens 'N Things Completes Asset-Based Loan Facilities

On February 14, 2006, an investor group led by Apollo Management, LP, Silver Point Capital, LP and National Realty & Development Corp. completed their acquisition of Linens 'N Things, one of the leading, national, large-format retailers of home textiles, housewares and decorative home accessories. As a part of the going-private transaction, the investor group completed a US$600 million cross-border, asset-based, working capital financing. The new ABL facilities were provided by a syndicate of lenders led by UBS AG, Stamford Branch, as administrative agent and US co-collateral agent, Wachovia Bank, National Association, as US co-collateral agent, Wachovia Capital Finance Corporation (Canada), as Canadian administrative agent and Canadian co-collateral agent, and UBS AG Canada Branch, as Canadian co-collateral agent. Bear, Stearns & Co. Inc. and the CIT Group/Business Credit, Inc. were co-syndication agents.

Latham & Watkins LLP was US counsel to the agents and lending syndicate with a team led by Donald Schwartz that included Frederick Fisher, Robert Drobnak and Laura Bauer in the Chicago office, and David Prince and Jenny Ho in the New York office. McMillan Binch Mendelsohn LLP was Canadian counsel to the agents and lending syndicate with a team that was led by Vickie Wong that included Stephanie Robinson, Edward Ra and Greg Walters (financial services) and Todd Miller (tax). Wachovia was represented in the US by David Morse and Matthew Miller of Otterbourg, Steindler, Houston & Rosen, PC, and in Canada by Jean Anderson of Goodmans LLP.

Morgan, Lewis & Bockius LLP was US counsel to the borrower with a financing team led by Richard Petretti that included Sean Hayes, Justin Smith, Ellen Snare and Patrick Egan. The Morgan, Lewis team handling the acquisition itself was led by Robert Robison and included Alec Dawson, Robert Dickey and Ajay Ayyappan (M&A/private equity), Richard Zarin (tax), Harry Robins (competition) and Gary Rothstein and Cynthia Ruback (employee benefits). Borden Ladner Gervais LLP was Canadian counsel to the borrowers with a team that included Stephen Redican, Gus Karantzoulis, David Whelan and Don Bird (financial services), Stephen Heller (tax), Adam Fanaki (competition) and Andrew Harrison (pensions).