Malcolm Henderson’s practice focuses on corporate finance and bank lending. He has extensive experience representing lenders and borrowers in secured and unsecured debt financings, including syndicated senior bank credit facilities, first and second lien financings, asset-based (ABL) credit facilities, mezzanine and other subordinated debt financings, debtor-in-possession financings, public and Rule 144A debt offerings, and convertible debt transactions. He routinely handles debt and equity financings for acquisitions and leveraged recapitalizations. He has also advised lessees in sophisticated leveraged equipment lease transactions.
On the corporate side, Malcolm represents buyers and sellers in mergers and in stock and asset acquisitions, and advises private equity and investment fund clients on their investments. He also counsels companies on formation, capitalization and general corporate matters. Malcolm also advises clients on swaps and other hedging and derivatives transactions.
In addition, Malcolm represents family offices across a wide range of matters, including complex transactions involving investments, restructurings, credit facilities and other borrowings, and hedging. He has also helped family offices navigate governance and succession planning. He understands the unique challenges and opportunities that family offices face in managing their assets and preserving their legacy.
Before joining Foley Hoag, Malcolm was associated with Winthrop Stimson (now Pillsbury Winthrop Shaw Pittman) in New York City.
Apparel manufacturer in $375 million asset-based revolving credit facility
Sensata Technologies in multiple offerings of senior notes totaling $3.5 billion
Sensata Technologies in $1.45 billion syndicated senior secured revolving credit and term loan facilities
KVH Industries, Inc. in $46.5 million senior secured term loan and revolving credit facilities
AstroNova, Inc. in approximately $60 million senior secured term loan and revolving credit facilities
CRA International, Inc. in $125 million syndicated senior secured revolving credit facility.
Private equity firm in refinancing of $100 million senior secured term and revolving credit facilities for portfolio manufacturing company
Nortek, Inc. in syndicated $325 million senior secured asset-based credit facility
Private equity firm in senior secured term loan and revolving credit facilities for portfolio grocery chain company
Private equity firm in debt financing for leveraged buyout of public audio products company involving $85 million term loan and $40 million asset-based credit facility
Alere Inc. in $2.1 billion syndicated senior secured term loan and revolving credit facilities, and $1.95 billion refinancing of these facilities
Private equity firm in debt financing for leveraged buyout of public manufacturing company, involving $80 million first lien credit facility, $20 million second lien credit facility and $40 million ABL credit facility
Major car manufacturer in $130 million leveraged lease of railcars
Major defense contractor in syndicated $590 million senior secured revolver and term loan credit facilities to finance acquisition and provide working capital
A global consulting company in $125 million senior credit facility
Alere Inc. in syndicated $1.3 billion first lien and second lien senior credit facilities to finance tender offer acquisition of public company and provide working capital
Global media company in $100 million senior secured revolving credit facility
Alere Inc. in multiple offerings (both public and Rule 144A) of senior notes, senior subordinated notes and convertible senior subordinated notes totaling approximately $2.55 billion
Investment management firm Numeric L.P. in leveraged recapitalization transaction with leading national private equity firm TA Associates, involving $46.5 million senior syndicated bank credit facility and $30 million senior subordinated debt and $81 million junior debentures provided by the private equity firm
Major defense contractor in a Rule 144A offering of $300 million of convertible senior notes
Private equity firm in $46 million senior secured credit facilities to finance a going-private acquisition of a public restaurant chain company
Brown Brothers Harriman as agent and lead lender in syndicated $30 million ABL revolver and term loan senior credit facilities
Software company in a $50 million senior secured revolving credit facility
Pine Street Capital Partners in various mezzanine debt investments
Citizens Capital, Inc. (a former subsidiary of RBS Citizens, N.A.) in a variety of mezzanine debt and equity investments, including $15 million mezzanine debt investment in printing company
Various other SBIC and non-SBIC investment funds in numerous mezzanine debt and equity investments ranging from $3 million to $10 million
Organogenesis, Inc. in Chapter 11 debtor-in-possession financing
Bank in issuance of trust preferred securities to finance acquisition
Honors & Involvement Overview
HONORS
IFLR1000, Notable Practitioner (2019-2021)
Chambers USA: Banking & Finance (2010, 2008)
BTI, Client Service All-Star: Corporate Finance and Bank Lending (2023, 2022)
INVOLVEMENT
American Bar Association, Member
Speaking Engagements
New England M&A Forum, "Debt Financing for Acquisitions" (July 2019)
"Negotiating Credit Agreements," Law School for the CFO, CFO Roundtable (September 2010)
"Raising Debt in the Current Market" and "Financing Acquisitions with Debt," Panel Presentation on "Raising Capital in Troubled Times," Association of Corporate Counsel, New England (September 2010)
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