Kathy Johnstone

Kathy Johnstone

Senior Of Counsel

Los Angeles, (213) 892-5662

Education

Walla Walla University (BSBA, 1979)
Golden Gate University (M.B.A., 1983)
Harvard Law School (J.D., 1986)

Bar Admissions

California

Kathy Johnstone has broad experience in all aspects of debt financing, and specializes in representing public companies with multiple issues of outstanding debt. She has extensive expertise in acquisition financing, high-yield and investment-grade public debt offerings, and syndicated credit agreements.

Ms. Johnstone’s approach to client service is to focus on her clients’ business objectives, and immerse herself in all aspects of an entity’s capital structure. She structures transactions to minimize execution risk, takes a results-oriented approach, and is adept at problem solving.

Ms. Johnstone has represented administrative agents, lenders, and borrowers in structuring and documenting secured loans, first-lien and second-lien loans, venture loans, and subordinated debt, and has represented issuers and underwriters in high-yield, investment-grade, and convertible debt. She has substantial experience in cross-border financing and companies with worldwide operations. She has worked with private equity funds from initial investment through investment realization, and has worked with start-up ventures with a grow-through acquisition strategy. She has led successful out-of-court debt and equity restructurings.

Ms. Johnstone has several long-standing relationships where she serves as lead outside counsel on all debt financings for the client. Ms. Johnstone has represented clients in a variety of industries, including hotel and gaming, technology, public utilities, dental practice management, telecommunications, banking and real estate development.

Ms. Johnstone is a member of the American Bar Association and the California State Bar Association, and served on the Uniform Commercial Code Committee of the State Bar from 1994 to 1997. She is also a member of the Financial Lawyers Conference, and served on the board of directors of that organization from 2000 to 2003.

Prior to entering law school, Ms. Johnstone practiced as a C.P.A., including two years with KPMG Peat Marwick’s Los Angeles tax department.

Boyd Gaming Corporation
Represent Boyd Gaming Corporation, a multijurisdictional gaming company, since 1997 in all of its debt financing. During 2012, completed the financing for Boyd Gaming’s $1.5 billion acquisition of Peninsula Gaming, including both a high-yield debt offering and a syndicated credit agreement for each of Boyd Gaming and Peninsula Gaming. Structured the financing aspects of the transaction with Peninsula Gaming as an unrestricted subsidiary under Boyd Gaming’s indentures to comply with Boyd Gaming’s existing outstanding debt.
Southwest Gas Corporation
Outside counsel to Southwest Gas Corporation on substantially all of its outstanding debt. During 2012, represented Southwest Gas, in its capacity as issuer, in connection with the structuring, negotiation and documentation relating to the issuance of $250 million 3.875% Senior Notes due 2022; and in its capacity as borrower, in connection with the structuring, negotiation, and documentation of a syndicated unsecured $300 million revolving credit facility.
Marina District Development Company
Represent Marina District Development Company since its initial construction financing in 2000, most recently in its capacity as issuer, in connection with the structuring, negotiation, and documentation relating to the issuance of $400 million 9.5% Senior Secured Notes due 2015, $400 million 9.875% Senior Secured Notes due 2018, and in its capacity as borrower, in connection with the structuring, negotiation, and documentation of a syndicated $150 million revolving credit facility, all of which is secured by a lien on the real and personal property at Borgata Hotel Casino & Spa, Renaissance Pointe, Atlantic City, New Jersey.
Interconnection and Colocation Company
Represented an interconnection and colocation company that is expanding on a growth-by-acquisition strategy, in its capacity as borrower in connection with the structuring, negotiation, and documentation of a $50 million multicurrency secured revolving, term loan, and delayed draw term loan facility. Advised on significant tax, funding, and cross-border issues.
Boyd Gaming Corporation
Represent Boyd Gaming Corporation, a multijurisdictional gaming company, since 1997 in all of its debt financing. During 2012, completed the financing for Boyd Gaming’s $1.5 billion acquisition of Peninsula Gaming, including both a high-yield debt offering and a syndicated credit agreement for each of Boyd Gaming and Peninsula Gaming. Structured the financing aspects of the transaction with Peninsula Gaming as an unrestricted subsidiary under Boyd Gaming’s indentures to comply with Boyd Gaming’s existing outstanding debt.
Southwest Gas Corporation
Outside counsel to Southwest Gas Corporation on substantially all of its outstanding debt. During 2012, represented Southwest Gas, in its capacity as issuer, in connection with the structuring, negotiation and documentation relating to the issuance of $250 million 3.875% Senior Notes due 2022; and in its capacity as borrower, in connection with the structuring, negotiation, and documentation of a syndicated unsecured $300 million revolving credit facility.
Marina District Development Company
Represent Marina District Development Company since its initial construction financing in 2000, most recently in its capacity as issuer, in connection with the structuring, negotiation, and documentation relating to the issuance of $400 million 9.5% Senior Secured Notes due 2015, $400 million 9.875% Senior Secured Notes due 2018, and in its capacity as borrower, in connection with the structuring, negotiation, and documentation of a syndicated $150 million revolving credit facility, all of which is secured by a lien on the real and personal property at Borgata Hotel Casino & Spa, Renaissance Pointe, Atlantic City, New Jersey.
Interconnection and Colocation Company
Represented an interconnection and colocation company that is expanding on a growth-by-acquisition strategy, in its capacity as borrower in connection with the structuring, negotiation, and documentation of a $50 million multicurrency secured revolving, term loan, and delayed draw term loan facility. Advised on significant tax, funding, and cross-border issues.

Kathryn Johnstone has been named to BTI Consulting Group’s annual list of BTI Client Service All-Stars in 2013 and 2014—only 330 lawyers worldwide can claim this honor and only 56 lawyers were named to this year’s list two or more years in a row. In addition, she has been recognized as a leading lawyer by The Best Lawyers in America from 2008 through 2016 for Banking and Finance Law and repeatedly named for inclusion in Southern California Super Lawyers.

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