Private Credit Under Pressure, Amazon's $53B Bond Week

~1,950 words | ~ 8 minutes reading time

Good morning.

Two storylines are shaping BigLaw advisory demand as we enter mid-March. First, debt capital markets are running hot — Amazon attracted $126B in orders for a $37B US bond sale and broke the record for the largest-ever euro bond at $16.8B in the same week. Salesforce priced $25B in bonds. Honeywell Aerospace raised $16B in a debut investment-grade deal. The combined volume of acquisition financing, refinancing, and investment-grade issuance this week is among the highest of the year — and every transaction requires underwriting, finance, and securities counsel.

Second, private credit is showing structural stress. Cliffwater's $33B fund hit 14% redemption rates. BlackRock restricted withdrawals from its $26B HPS private credit fund. Morgan Stanley followed. These are not isolated events — they reflect a broader liquidity tension in private credit that generates fund governance, side-pocket, LP disclosure, and potential litigation mandates. Simultaneously, Janus Henderson rejected Victory Capital's $8.6B bid, keeping open a contested asset management M&A process. Caesars Entertainment entered exclusive talks with Tilman Fertitta at $7B. And Cintas closed a $5.5B workwear deal after a four-year pursuit — the kind of prolonged transaction timeline that generates cumulative advisory fees across deal cycles.

A KPMG CEO survey released March 10 found 63% of US CEOs will actively pursue dealmaking in 2026, with 52% citing policy uncertainty as their top short-term pressure — and 48% deploying AI to manage tariff compliance. Boards are moving despite uncertainty, which sustains advisory volume.

Now, on to what matters for your practice today. (Click here for the complete list of deals)

Heard on the Street

A KPMG CEO survey published March 10 offers the clearest current read on where boardroom sentiment sits entering the back half of Q1.

•      KPMG U.S. Chair and CEO Tim Walsh: "AI is accelerating the cycle of innovation, giving CEOs more agility to navigate uncertainty and seize opportunities in the market." The survey found 63% of US CEOs plan to actively pursue dealmaking in 2026, and 52% cite policy uncertainty — tariffs, interest rates, regulation — as their top short-term pressure driver.

•      Morgan Stanley Global Co-Head of M&A Tom Miles: "A more predictable regulatory backdrop and years of pent-up consolidation demand unlocked a wave of large-cap deals, making 2025 the second most active year in the past decade." Morgan Stanley's 2026 outlook identifies three accelerants: AI infrastructure M&A, sponsor monetization of aging portfolio companies, and Japanese outbound dealmaking — noting "Japan is emerging as a more influential force in global dealmaking."

•      EY-Parthenon noted that firms are deploying new transactional tools — earnouts, tariff-related MAC clauses, and other contingent mechanisms — to keep deals moving in a volatile environment. Valuation gaps, the single largest impediment to dealmaking in late 2025, have meaningfully narrowed entering Q1 2026.

•      BNP Paribas identified AI disruption as the broadest structural driver, noting it is "reshaping corporate competitiveness and broadening the set of potential acquirors beyond traditional technology companies." TMT M&A deal value was up 155% year-on-year in 2025.

•      Slaughter and May's Horizon Scanning report noted that as market volatility "increasingly becomes a constant structural factor, businesses are separating the signal from the noise" and pressing ahead with strategic M&A — a posture that sustains deal mandates even when macro conditions are mixed.

•      PwC observed: "Companies aren't just buying scale, they're buying specialization, geographic reach, and management capabilities." This capability-driven acquisition rationale is replacing the pure-scale rationale of prior M&A cycles — and it is producing more complex deal structures that require deeper diligence and negotiation.

M&A and Strategic Deals

•      Janus Henderson Group (NYSE: JHG) rejected Victory Capital's (Nasdaq: VCTR) $8.6B unsolicited bid, reaffirming support for the $7.4B offer from Trian Fund Management and General Catalyst. A contested asset management M&A process with competing bids at material valuation spread.

•      Tilman Fertitta is in exclusive talks to acquire Caesars Entertainment for $7B, topping a competing bid from Icahn Enterprises.

•      Cintas (Nasdaq: CTAS) agreed to acquire UniFirst (NYSE: UNF) for $5.5B in cash ($310 per share), ending a four-year pursuit.

•      EQT hired Arma Partners to explore a sale of SUSE, a Luxembourg-based open-source software company, which could be valued at up to $6B.

•      KKR is working with advisers on a sale of CoolIT Systems, a Canadian data center liquid cooling provider, which could be valued at more than $3B.

•      Advent International is exploring a sale of Ultra Maritime, a naval defense company specializing in anti-submarine warfare, which could be valued at more than £3B.

•      Servier of France agreed to acquire Day One Biopharmaceuticals (Nasdaq: DAWN) for $2.5B in cash at a 68% premium — a pediatric and adult oncology platform.

•      Lone Star Funds agreed to acquire Lonza Group's Capsules & Health Ingredients business at an enterprise value of $3.0B, with Lonza retaining a 40% stake plus earnouts.

•      Denso, Toyota's largest automotive parts supplier, submitted a takeover proposal for Rohm (Tokyo: 6963), a Kyoto-based power semiconductor maker, in a deal valued at ~$8.3B.

•      Monomoy Capital Partners agreed to acquire Jiffy Lube International and its subsidiary Premium Velocity Auto from Shell for $1.3B — a 2,000-location franchise network.

•      Apollo Sports Capital is set to complete its 55% acquisition of Spanish soccer club Atletico Madrid at a $2.9B valuation.

•      Agilent Technologies agreed to acquire Biocare Medical for $950M in cash from Excellere Partners and GHO Capital Partners.

•      Universal Health Services (NYSE: UHS) agreed to acquire Talkspace (Nasdaq: TALK) for $835M.

•      Netflix acquired InterPositive, an AI-powered filmmaking technology company founded by Ben Affleck, for as much as $600M.

•      CVC Capital Partners is seeking to acquire a 20%–30% stake in Belgian state-owned bank Belfius at an $11.6B valuation, ahead of a possible IPO.

•      Volkswagen is requiring Porsche to take a 10% stake in its diesel engine unit Everllence, as Blackstone, EQT, CVC, Advent, Brookfield, Bain Capital, and GIC advance to the second round of bidding for a 51% stake at a potential $9.25B valuation.

•      EQT agreed to buy a 42% stake in Kelda Holdings, parent of Yorkshire Water, and will contribute to the $798M loan repayment.

•      Nvidia agreed to invest $2B in Nebius, a $24B-listed AI infrastructure firm.

•      Brookfield Asset Management is in talks to acquire World Freight Co., an air cargo firm, from EQT and PAI Partners for up to $1.3B.

Market Sentiment: Contested deal activity is the defining feature of this week's M&A section. The Janus Henderson/Victory Capital/Trian triangle, the Caesars/Fertitta/Icahn situation, and the Everllence multi-bidder process all generate process counsel, go-shop mechanics, and board advisory work simultaneously. The Denso/Rohm semiconductor deal and Servier/Day One pharma acquisition reflect continued strategic consolidation in deep-technology and life sciences — two sectors where regulatory and IP counsel is as critical as M&A structuring. Shell's divestiture of Jiffy Lube and Lonza's carve-out of its capsules unit contribute to a growing portfolio-pruning advisory mandate category.

Private Equity

•      Prime Infrastructure Capital (Philippines) agreed to buy SierraCol Energy, Colombia's largest independent oil producer, from Carlyle.

•      Bain Capital and KKR are each expected to bid on UP Education, a Sydney-based vocational and higher education firm owned by Pacific Equity Partners.

•      Goldman Sachs Alternatives acquired a majority stake in Mace Consult, a London-based project management consultancy with close to $1B in annual revenue, carved out from Mace Group.

•      Oak Hill Capital agreed to acquire Guild Garage Group, an alliance of garage door repair and replacement businesses, for more than $800M.

•      Zendesk (owned by Permira and Hellman & Friedman) acquired Forethought, an SF-based customer service AI startup that had raised $126M.

•      Ridgewood Infrastructure acquired a control stake in Sierra Railroad Co., a California-based shortline rail platform.

•      Blackstone GP Stakes and Blue Owl Capital GP Strategic Capital acquired a minority stake in Atlas Holdings, a Greenwich-based PE firm managing more than $16B in assets.

•      Ardian agreed to acquire a majority stake in Casaforte, an Italian self-storage operator.

•      L Catterton combined Bel Cosméticos and Mundo do Cabeleireiro to create Brazil's largest multi-brand specialty beauty retail platform, with NEIII Fund exiting.

•      InTandem Capital Partners is preparing to sell Pediatric Home Service, a provider of home-based healthcare services for children.

•      GI Partners hired Centerview and Guggenheim to explore the sale of Clinical Ink, a clinical trial technology business.

Market Sentiment: GP staking deals — Blackstone/Blue Owl acquiring a stake in Atlas Holdings — are a structurally active category requiring fund formation, governance, and minority investor rights counsel. The Zendesk/Forethought acquisition by a sponsor-owned platform reflects the ongoing AI capability roll-up pattern in enterprise software. GI Partners' Clinical Ink process and InTandem's Pediatric Home Service sale are both formal sponsor exit mandates generating sell-side M&A advisory work. The Bain/KKR competitive bid for UP Education signals continued sponsor interest in education assets in Asia Pacific.

Public Offerings

•      PayPay (SoftBank-backed) priced its US IPO below the marketed range to raise $880M at a $10.7B valuation, then jumped 14% in its trading debut — the biggest US IPO by a Japanese firm in a decade.

•      MDA Space raised $330M in a float on the NYSE, pricing at $30.50 versus its Toronto last close of $33.41.

•      SpaceX is demanding early inclusion in the Nasdaq-100 index as part of plans to raise ~$50B at a $1.75T valuation in a Nasdaq IPO.

•      Bill Ackman's Pershing Square is seeking to raise $5B–$10B in a combined IPO of Pershing Square and its closed-end fund Pershing Square USA.

•      Cerebras Systems, a Sunnyvale-based AI chipmaker valued at $22B by VCs, picked Morgan Stanley to lead a $2B IPO — its second attempt after withdrawing an earlier offering in October.

•      GLP, a Singaporean logistics firm, is seeking a $20B valuation in a planned Hong Kong IPO.

•      National Stock Exchange of India selected 20 bankers for its long-awaited IPO, which could raise $2.5B.

•      Flipkart (Walmart-backed Indian e-commerce giant, last valued at $35B in 2023) is launching a bake-off for an India IPO.

•      Jio Platforms, the digital arm of Reliance Industries, is facing regulatory hurdles for its India IPO expected to fetch a $150B valuation.

•      Controlled Thermal Resources, a lithium and power developer, agreed to merge with Plum Acquisition Corp IV in a $4.7B deal.

•      Greenko Energies (GIC-backed Indian renewable energy firm) is weighing a $1B Indian IPO.

•      Vincorion, a German defense-tech company owned by Star Capital, is seeking to raise €300M in a Frankfurt IPO.

•      Robinhood's flagship $660M VC fund debuted on the NYSE.

Market Sentiment: The IPO pipeline is active on multiple continents simultaneously, but execution risk is visible. PayPay's below-range pricing followed by a 14% pop signals that institutional investors are demanding valuation concessions at launch. SpaceX's Nasdaq-100 demand creates a novel index-inclusion negotiation that itself requires securities counsel. Cerebras' second IPO attempt after withdrawal signals a second-look pattern for AI chipmakers that will produce repeated securities filing work. The Pershing Square combined IPO structure — closed-end fund plus GP entity — is a complex multi-vehicle listing requiring specialized fund securities expertise.

Bankruptcy, Restructuring, Distressed

•      Raizen, a Brazilian sugar and ethanol JV between Shell and Cosan, reached an out-of-court agreement with creditors to restructure $12.6B of debt.

•      Braskem, a Brazilian petrochemical firm: Brazil's regulator approved IG4 Capital's acquisition of a controlling stake from Novonor; Braskem is considering filing for Chapter 11 in the US.

•      MFS (collapsed UK mortgage lender): creditors allege a network of companies linked to owner Paresh Raja caused a $1.8B shortfall; a court placed eight companies into administration. Raja allegedly used front company Twinwin to siphon funds from entities backed by Barclays and Brookfield-owned Castlelake.

•      Western Alliance sued Jefferies over a soured $126M loan tied to bankrupt auto supplier First Brands.

•      BuzzFeed is exploring strategic options to stave off insolvency amid "substantial doubt" about its ability to stay in business.

•      Brightline (Florida high-speed rail) had its credit rating cut deeper into junk on rising restructuring risks.

•      Saks Global will shut 15 more stores as part of a restructuring.

•      BlockFills (Susquehanna-backed crypto firm) hired advisors for a restructuring.

•      Stirling Square Capital Partners is facing off against lender Tikehau Capital over control of Italian bottle cap maker Tapí Group.

Market Sentiment: The Raizen $12.6B out-of-court restructuring is one of the largest debt workouts in Brazilian history and reflects the growing LatAm restructuring docket. The Braskem Chapter 11 consideration adds a US filing dimension to what began as a Brazilian regulatory and ownership dispute. The MFS fraud expansion — court-administered companies, front company allegations, and direct lender exposure at Barclays and Castlelake — is building into a multi-jurisdiction fraud, insolvency, and asset recovery matter. Western Alliance's lawsuit against Jefferies is a live lender-liability claim arising from the First Brands collapse. The Tapí Group creditor-GP standoff is a European sponsor-lender conflict generating both restructuring and litigation advisory.

Debt

•      Amazon attracted $126B in orders for an upsized $37B US bond sale, and separately raised $16.8B in its first — and the largest-ever — euro bond sale.

•      Salesforce drew $50B in orders for a $25B bond sale priced at a 170 bps premium, amid broader software sector concerns.

•      Honeywell Aerospace raised $16B in a debut investment-grade bond sale.

•      Banks led by JPMorgan are preparing a $7.15B debt package to finance CD&R's $10.3B LBO of packaging company Sealed Air.

•      CVC's Global Sport Group was valued at $8.1B in a financing deal in which KKR's Global Atlantic and PIMCO will inject $3.5B of debt — after CVC failed to sell a large stake at a $10.4B valuation.

•      JPMorgan kicked off investor discussions for the $20B financing of Electronic Arts' $55B LBO by Silver Lake, PIF, and Affinity Partners.

•      Bank of America launched a $2.75B leveraged loan to help fund Nexstar Media Group's $6.2B acquisition of Tegna.

•      SoftBank is seeking a $40B bridge loan to help finance its investment in OpenAI.

•      Airbnb raised $2.5B in a debut investment-grade bond sale as a convertible comes due.

•      Blue Owl led a $750M debt financing for Vista Equity Partners' $3B LBO of Swiss-American software firm Nexthink.

•      Trafigura secured a new $3B credit facility; Vitol is in talks to raise a $3B credit facility.

•      Eutelsat (French satellite operator) completed a $5.8B debt and equity financing.

•      Private credit lenders including Ares, Blackstone, Oaktree, Thoma Bravo, HPS, and Antares provided over $400M to support Enverus's acquisition of Spatial Business Systems.

Market Sentiment: Amazon's $53.8B combined US/euro bond week sets a new market benchmark and signals that investment-grade issuers continue to find deep liquidity for large-scale capital raises. Salesforce's 170 bps premium over comparable Treasuries — despite attracting $50B in orders — reflects the market's pricing of software sector risk in real time. The SoftBank $40B bridge loan for OpenAI is a structurally novel credit assignment: a bridge at this scale for an AI company will require multi-bank syndication, complex covenant negotiation, and governance protections tied to milestone-based structures. The Sealed Air LBO financing and EA LBO investor discussions are both live syndication processes requiring bond/loan counsel and rating agency work simultaneously.

Venture Capital

•      Nscale, a UK-based AI cloud infrastructure provider, raised $2B in Series B/C at a $14.6B valuation. Aker ASA and 8090 Industries co-led; Nvidia, Citadel, Dell, and Jane Street participated. Former Meta executives Sheryl Sandberg and Nick Clegg joined the board, along with ex-Yahoo president Susan Decker.

•      AMI Labs, a Paris-based AI startup co-founded by Turing Award winner Yann LeCun, raised $1B–$1.03B in seed funding at a $3.5B pre-money valuation, co-led by Cathay Innovation, Greycroft, Hiro Capital, HV Capital, and Bezos Expeditions.

•      Thinking Machines Lab (Mira Murati's AI startup): Nvidia agreed to invest; the startup was in talks to raise at a $50B valuation.

•      Nexthop AI, an AI switching solutions startup for hyperscalers, raised $500M in Series B at a $4.2B valuation. Lightspeed Venture Partners led, joined by a16z, Altimeter Capital, Kleiner Perkins, and Battery Ventures.

•      Rhoda AI, which trains AI models on internet videos to direct industrial robots, raised $450M in Series A at a $1.7B valuation, led by Premji Invest, with Khosla Ventures, Temasek, and others.

•      Mind Robotics, an AI-powered industrial robotics startup spun out of Rivian, raised $500M Series A at a $2B valuation, led by Accel and a16z.

•      Legora, a Swedish legal AI startup, raised $550M Series D at a $5.55B valuation, led by Accel.

•      Replit, a vibe coding startup, raised $400M Series D at a $9B valuation, led by Georgian Partners.

•      Armadin, an SF-based cybersecurity company building autonomous threat simulation and defense agents, raised $189.9M in combined seed and Series A, led by Accel, with Google Ventures, Kleiner Perkins, and In-Q-Tel.

•      Groww, an Indian wealth-management and trading startup, raised $200M equity at a $7B valuation, led by GIC.

•      Axiom Math, a mathematical superintelligence startup, raised $200M Series A at a $1.6B valuation. Menlo Ventures led.

Market Sentiment: Legora's $550M legal AI raise at $5.55B is a direct signal to BigLaw: the capitalization of legal AI platforms is accelerating, which creates both competitive disruption and advisory opportunity — as firms counsel AI companies on IP, licensing, data use, and corporate governance. The Nscale $2B round — with Nvidia, Citadel, and Jane Street participating alongside a board stocked with former Big Tech executives — reflects the institutional credibility now attached to AI infrastructure investments. Robotics (Mind Robotics, Rhoda AI) and cybersecurity (Armadin, Kai) remain high-capital categories with ITAR, export controls, and government contracts advisory dimensions given In-Q-Tel and defense-adjacent investors.

Fundraising and Secondaries

•      Bain Capital raised $10.5B for its sixth pan-Asia buyout fund, surpassing its $7B target.

•      General Catalyst is in early talks to raise ~$10B across new funds as it expands beyond VC into a broader financial services platform.

•      CVC may target over $30B for its tenth flagship buyout fund — its largest ever.

•      I Squared Capital raised $10B for its targeted $15B flagship infrastructure fund.

•      Founders Fund is nearing a $6B close for its fourth growth fund.

•      Cliffwater's $33B private credit fund hit 14% redemption rates; Morgan Stanley and Cliffwater became the latest to restrict withdrawals from private credit funds.

•      BlackRock curbed withdrawals from its $26B HPS private credit fund after redemption requests spiked.

•      Glade Brook Capital Partners raised over $1B for its Gondola Fund continuation vehicle, acquiring assets from its 2021-vintage Strategic Growth III fund. StepStone Group is anchor investor with BlackRock participating.

•      General Atlantic and UK secondaries firm Clipway plan to raise $1B for a secondaries fund JV focused on growth and late-stage VC.

•      Carlyle is working on a multibillion-dollar structured financing to seed its ninth flagship buyout fund and return capital to LPs in older funds.

•      Copenhagen Infrastructure Partners raised $1.5B for a targeted $2.3B second energy transition credit fund.

•      Cliffwater is in talks to sell $1B of private credit assets in a secondaries deal.

•      ADIA partnered with Ardian to launch a real estate secondaries platform.

Market Sentiment: The private credit redemption wave — Cliffwater at 14%, BlackRock restricting HPS withdrawals — is not a single-firm event; it is a systemic signal. Fund lawyers advising on redemption mechanics, NAV facility deployment, side-pocket governance, and LP disclosure obligations will be in sustained demand through Q2. The Carlyle structured financing to seed its ninth fund and the General Atlantic/Clipway secondaries JV both reflect creative capital structure innovation at large sponsors — requiring fund formation, structuring, and securities counsel. Continuation vehicles (Glade Brook Gondola, Cliffwater secondaries sale) remain the dominant exit alternative for sponsors holding over-term assets.

 Liquidity Events

•      Agilent Technologies agreed to acquire Biocare Medical for $950M in cash from Excellere Partners and GHO Capital Partners — a clean sponsor exit from a cancer research tools platform.

•      KKR is seeking to sell CoolIT Systems, a Canadian data center liquid cooling company, which could fetch more than $3B.

•      Blackstone is preparing a sale of ShyaHsin Packaging, a Chinese beauty packaging manufacturer, which could be valued at at least $1B.

•      PAG is seeking to sell Chinese poultry producer Shandong Fengxiang (Fovo Foods), which could fetch $700M–$800M.

•      Ripple is running a tender offer to buy back up to $750M in shares at a $50B valuation.

•      Ramp (valued at nearly $32B) acquired Billhop, a payment startup licensed in the UK and Sweden that had raised over $120M from EQT Ventures and others.

•      Databricks (valued by VCs at $134B) acquired Quotient AI, a Boston-based agent evaluation startup.

Market Sentiment: KKR's CoolIT Systems process (data center cooling, $3B) and Blackstone's ShyaHsin Packaging sale are both sponsor exits into active strategic buyer pools — AI infrastructure demand and beauty/consumer sector M&A respectively. Ripple's $750M self-tender at a $50B valuation is a structured liquidity event for early crypto investors requiring securities and corporate governance counsel. Ramp and Databricks' acquisitions of smaller tech firms continue the pattern of late-stage private company acqui-hire and capability M&A — generating repeated deal counsel mandates at scale without a public market event.

 Origination Pipeline

Four themes will drive the next legal mandate wave heading into Q2. First, private credit governance is becoming a litigation and compliance practice category in its own right. Cliffwater's 14% redemption rate, BlackRock's HPS withdrawal restriction, and the Carlyle structured financing all point to a GP community under LP pressure to deliver liquidity — and deploying novel structures to manage it. Fund lawyers who can advise simultaneously on redemption mechanics, NAV facility terms, continuation vehicle formation, and secondary transaction documentation will be in sustained demand as this cycle plays out through mid-2026.

Second, legal AI capital formation is accelerating at a pace that creates dual advisory roles for BigLaw. Legora's $550M raise and the proliferation of AI-native legal tools mean that large firms are simultaneously potential clients of these platforms and counsel to the companies building them. IP licensing, data use agreements, SaaS terms, and venture financing documentation for legal AI startups are live advisory categories. Practices with technology transactions depth will be positioned on both sides of this market.

Third, contested M&A processes are multiplying. Janus Henderson, Caesars, and Everllence all feature competing bids, board rejections, or forced stake requirements as conditions of sale. Each contested process requires independent board counsel, financial advisor engagement letters, fiduciary duty analysis, and — increasingly — shareholder activism response protocols as Starboard Value built positions in Lamb Weston and CarMax this week. Activist defense advisory is a direct downstream consequence of volatile equity valuations and underperforming public company balance sheets.

Fourth, Japanese outbound M&A is an underweighted advisory opportunity at many US large firms. The Denso/Rohm $8.3B semiconductor deal and Morgan Stanley's explicit callout of Japan as "emerging as a more influential force in global dealmaking" reflect a structural capital deployment pattern driven by decades of cheap financing. US-listed Japanese company acquisitions and Japanese sponsor carve-outs will require cross-border M&A, CFIUS, and antitrust counsel with both US and Japanese regulatory fluency.

Disclaimer: BigLaw Street analyzes and draws on publicly available information from leading business and legal publications, firm announcements, press releases, and public regulatory and corporate filings.

That's the rundown. See you next week where law meets the markets.

-The BigLaw Markets Team