ABOUT
ELIZABETH TABAS CARSON (Partner) represents alternative lenders, investors, asset managers, hedge funds, traditional banks, and investment banks, as well as corporate borrowers, financial sponsors and their portfolio companies on a wide range of complex domestic and cross-border leveraged finance and special situations transactions. Liz has extensive experience in structuring and negotiating private financings, secured and unsecured lending transactions, cash flow and asset-based leverage facilities, merger and acquisition financing, mezzanine and second lien financings, debt restructurings and workouts, recapitalizations, SPAC and de-SPAC support transactions, fund financings, private debt, and financings of alternative assets, including structuring financings and liquidity solutions for investment funds and asset managers, public and private companies, and not-for-profit institutions. Liz earned her J.D. from Fordham University School of Law, where she was a member of Phi Alpha Theta.
Liz’s practice focuses on distressed debt, regulated and complex debt offerings in private and public markets with a particular focus on asset managers, healthcare, life sciences, technology, intellectual property, concentrated NAV financings, and other transactions involving regulated and esoteric asset classes. She has in-depth experience with deals of all sizes, from bi-lateral domestic financings and “club” deals for emerging growth and middle-market companies to more broadly syndicated credit facilities for large publicly traded companies, as well as private sponsor-owned businesses with cross-border operations.
Liz has been recognized by several industry publications, including IFLR 1000 (2020–2021) and Chambers USA (2021–2023).
Prior to joining Sidley, Liz was a partner at another global law firm.
Experience
- Advised an international asset manager in connection with its intellectual property-backed guidance financing for a multi-national 4G/5G wireless network hardware and software provider and its subsequent passu-secured convertible notes issuance to support a subsequent de-SPAC transaction
- Represented a European lender in a US$1.75 billion new money financing and global restructuring and debt exchange of a multinational energy, metal, mining, and infrastructure conglomerate
- Represented an international asset manager in connection with a US$52 million NAV loan, with a US$30 million accordion to provide liquidity to a premier emerging markets private equity fund with clean energy and transportation infrastructure investments in South East Asia
- Represented a Mexican shipping and transportation conglomerate in the US$2.1 billion acquisition and financing arrangements for the acquisition of a railroad
- Represented an international investment company in connection with a financing, tax-driven equity recapitalization and sale of a majority stake in its U.S. dairy processing business
- Represented a clinical diagnostics company in connection with its growth financing, balance sheet restructuring, and de-SPAC merger
- Represented a publicly held leading lifestyle brands collective in connection with the acquisition of a significant portfolio of consumer brands, including the negotiation of a US$150 million senior-secured asset-based revolving credit facility, a US$645 million senior-secured term loan credit facility, a US$668 million second lien term loan facility credit agreement and a US$450 million trade receivables securitization facility
- Represented middle-market private equity sponsor in the financing aspects of its US$315 million acquisition of a leading North American manufacturer of high-quality pipe fitting and system components business and subsequent bolt-on acquisitions
- Represented a sponsor-backed technology company in connection with a non-recourse financing secured by esoteric insurance and litigation assets
- Represented a regulated not-for-profit health insurance business and certain of its subsidiaries in connection with a US$1.45 billion Term Loan A and Revolving Loan unsecured syndicated credit facility with a US$500 million incremental facility to be used to finance strategic acquisitions
- Represented a privately held department store chain in connection with the restructuring and upsizing of their US$225 million asset-based syndicated loan facility
- Advised the ad hoc committee of bondholders in connection with the restructuring of nearly US$20 billion of defaulted loans of Brazil’s leading telecommunications service provider
*The above matters were handled prior to joining Sidley.
Memberships & Activities
- Liz serves as the Vice Chair of the ABA sub-committee on fund finance and as a volunteer and board member of Compass Pro Bono Consulting, which provides strategic consulting to other non-profits.
Publications
- Co-author, “NAV Financings and “Bankruptcy Unlikely” Special Purpose Vehicles,” Sidley Update, February 2, 2023.
- Author, “New York Cross-Border Banking and Finance Guide,” LexisNexis PSL; Banking & Finance, June 2020.
- Author, “Sponsor Ownership, Sponsor Lenders, and Fund Leverage – How Conflicts of Interest May Complicate Fiduciary Duties,” Butterworths Journal of International Banking and Financial Law, February 2020.
- Author, “Subscription Credit Facilities: Implication for Lenders and Investors Where There is Fraud by the Fund,” Butterworths Journal of International Banking and Financial Law, June 2019.
- Author, “Investments in Mexico: Changes in Investor Preference, Loan Standardization and Bankruptcy Law Create the Opportunity for Term Loan B Issuance and Other New Investment Products in Mexico,” International Law Quarterly, July 10, 2019.
- Author, “The New Normal: Lender Revisions to Pass-Through Entity Governing Documents,” ACG Middle Market Growth Weekly, June 23, 2016.
Events
- Speaker, “European and US Loan Markets: Trends and Deal Terms,” 2023 LSTA and LMA Joint New York Conference, LSTA, New York, NY, May 18, 2023.
- Speaker, “Western Dealers Association Finance Conference: State of the Credit Markets 2021,” 2021 CAT Dealer Finance Conference, Miami Beach, FL, October 5, 2021.
- Speaker, “Western Dealers Association Finance Conference: State of the Credit Markets 2021,” Western Dealers Association Finance Conference (CAT Dealers), Webinar, May 5, 2021.
- Speaker, “Takeaways From Serta Simmons and Other Potential Loopholes to Exploit: A Conversation With Elizabeth Tabas,” Reorg Research, Webinar, August 4, 2020.
- Speaker, “LIBOR,” Galicia Abogados, S.C. and BBVA Mexico, Webinar, June 4, 2020.
- Speaker, “Wharton Distressed Investing Conference, Restructuring Strategies for Credit Opportunity Funds and Other Non-Traditional Lenders,” Wharton Business School, New York, NY, February 21, 2020.
- Speaker, “Western Dealers Association Finance Conference: State of the Credit Markets 2020,” Western Dealers Association Finance Conference (CAT Dealers), Phoenix, AZ, February 10, 2020.
- Speaker, “LSTA Loan Market Conference – Mexico City,” Bloomberg/LSTA, Mexico City, MX, September 26, 2019.
- Speaker, “Structuring Credit Facilities for Private Equity Funds: Subscription, NAV and Hybrid Loans,” Strafford CLE, Webinar, May 9, 2019.
- Speaker, “Real Estate and Direct Lending Forum 2019,” FLAIA, Hollywod, FL, March 4, 2019.
- Speaker, “Funds and Leverage – Investment Management Roundtable Series,” West LegalEd Center, Investment Management Roundtable, Video Conference, New York, NY, October 31, 2016.
Admissions & Certifications
- New York
- Pennsylvania
Education
- Fordham University School of Law (J.D., 2006, Phi Alpha Theta, Contributor to Fordham Intellectual Property, Media & Entertainment Law Journal)
- University of Pennsylvania (B.A., 2001, cum laude, Dean’s List, History Honor Society)
