Commercial Lending
K&L Gates represents not only domestic and foreign banks and other financial institutions, but also corporate and other business borrowers, in both secured and unsecured, and committed and discretionary commercial credit facilities, including cash-flow, asset-based transactions and debtor-in-possession financing. We assist clients in perfecting and enforcing security interests in all kinds of collateral, including intellectual property, aircraft, rolling stock, ships, equipment, inventory, certificated and uncertificated securities and investment property, and insurance policies. We design letters of credit and other credit enhancement facilities, and handle leveraged buyouts and acquisition financing for both public and private companies, ESOP loans, debt restructurings, industrial revenue bond finance, conduit loan programs, warehouse lines of credit, bullion loans, loans to regulated industries, factoring loans and other specialized lending arrangements. The transactions often involve multiple lenders, multiple borrowers or both, and may also involve multiple layers of debt, and range in size from the middle market arena to multibillion dollar facilities. K&L Gates also negotiates and documents the syndication, intercreditor, participation and subordination agreements required for complex multiparty transactions.
In addition to commercial lending, our Finance lawyers also cover Asset-Based Lending, Equipment Leasing, Asset Securitization, Structured Finance and Bankruptcy, Business Finance and Restructuring. We also utilize the expertise of the Mortgage Banking and Consumer Finance, Commercial Litigation and Private Equity/Venture Capital Practice Groups as needed.
Asset-Based Lending
K&L Gates represents banks and other financial institutions in asset-based financing transactions ranging from traditional inventory, equipment and receivables financings to more esoteric loans secured by bullion, secured loans, leases, securities and other investment property, tax obligations, natural resources, intellectual property and governmental licenses. We also represent borrowers in structuring asset-based loan transactions to facilitate acquisitions and leveraged buyouts and otherwise meet their needs. We have a number of lender and borrower clients in specialized industries such as assisted living facilities, consumer credit, commodities natural resources management, channel financing, investment companies and technology.
Structured Finance
K&L Gates has an active structured finance practice. We utilize the various practice resources of our firm to structure and implement successful complex financing transactions. Our clients include national banking institutions, Fortune 500 companies, specialty financing concerns and investment advisors.
Our Structured Finance group regularly participates in sophisticated asset-based lending transactions. We counsel clients concerning synthetic lease transactions, securitizations, credit tenant leasing matters, sale/leasebacks, leveraged lease transactions, project financing and tax exempt debt issuance. Many of our engagements involve the financing of specialized assets such as timberlands, aircraft, power generation facilities and municipal tax and utility liens.
Real Estate Financing
K&L Gates has a long history of representing banks, insurance companies, institutional and specialty lenders, as well as borrowers in connection with a wide variety of real estate finance transactions. The group provides a dedicated service from lawyers focused on the real estate industry. We deal with the full spectrum of work associated with the financing of real property ranging from straightforward bilateral and syndicated mortgage facilities to transactions involving highly complex vehicles, structures and financing techniques. These include multi-property, cross-collateralized, and cross-border financings, as well as traditional single asset mortgage financings. We represent institutional investors in connection with the financing of industrial, commercial, multifamily, hotel, leisure, public and infrastructure developments. In addition to our substantial experience in traditional real estate finance, we have also been involved in developing creative forms of financing techniques such as shared appreciation mortgages, complex participation arrangements, synthetic lease transactions, credit tenant leasing matters, leveraged leasing and tax-exempt debt financing. Our technical know how is combined with an in-depth commercial understanding of the real estate sector and our clients' objectives.
K&L Gates appreciates the risks inherent in mezzanine financings. These debt structures are used to provide additional loan proceeds with respect to a property beyond those that a first mortgage lender is willing to provide. Mezzanine finance can take a variety of forms including a traditional, separately-held mezzanine loan, B Notes in A/B Note financings, junior participation interests and preferred equity investments. Our lawyers have significant experience in representing both borrowers and lenders in mezzanine financings.
We offer a full array of legal services to the mortgage banking/consumer finance industry, including regulatory compliance, acquisitions and dispositions of loan portfolios, loan servicing arrangements and acquisitions and mergers of mortgage banking/consumer finance concerns. We believe our experience in representing sophisticated lenders and developers provides us with the proper tools to structure and effectively implement many forms of financing transactions.
Asset Securitization
K&L Gates maintains an active practice in asset securitization. Our clients include underwriters and investment managers as well as traditional and specialized finance company issuers. Although our focus has traditionally been on assets such as mortgages and trade receivables, we have, within the past several years, seen our practice evolve to include the issuance of collateralized bond obligations and the securitization of non-performing assets, particularly real estate tax liens.
In the collateralized bond obligation area, we have principally represented affiliates of major mutual fund families in their capacities as investment manager/collateral manager and issuer. In the tax lien securitization area, lawyers in our asset securitization group not only represented the issuer in the very first tax lien securitization but have also acted as counsel to the underwriters in the New York City tax lien securitization program since its inception in 1996. In addition, members of our asset securitization group have worked on various types of transactions which utilize securitization structures to provide more cost-effective warehouse funding to originators of performing mortgage assets and to owners of non-performing mortgage assets. We recently structured a securitization transaction that enabled the Development Finance Corporation of Belize to sell mortgage assets by accessing the U.S. capital markets. In all facets of our securitization practice involving U.S. mortgage assets, the lawyers in our asset securitization group rely heavily on the expertise of our Mortgage Banking and Consumer Finance Group for the analysis of legal and regulatory issues particular to mortgage assets.
Equipment Leasing
Equipment leasing is a financing method which has become increasingly popular because it can have significant tax, financial and balance sheet advantages to the parties involved. As part of our finance practice, our lawyers regularly advise clients in connection with all aspects of equipment leasing. Drawing from our knowledge base in the areas of asset-based financing, tax (both domestic and international), creditors’ rights and bankruptcy, and secured finance, we represent lessors, lessees and lenders in true leases, finance leases, leases intended as security devices, synthetic leasing arrangements, leveraged leases, tax-driven leases and structured leasing transactions. Our clients include leasing subsidiaries of national banking institutions, specialty leasing companies, Fortune 500 companies and middle market companies.
We have significant experience with equipment leasing of specialized assets, such as aircraft. We also advise clients concerning cross border leasing arrangements, including “Dutch Sandwich” leasing arrangements for non-U.S. taxpayers. Clients have also looked to us to assist with the preparation of prototype lease documents, the acquisition or sale of equipment leasing portfolios, and the securitization of such portfolios.
Loan Trading and Claims Trading
As the finance markets have become more and more mature, participants have become adept at trading interests in commercial loans and claims against companies in the context of bankruptcy proceedings. In recent years, the finance lawyers at K&L Gates have developed significant expertise advising and representing both domestic and international buyers and sellers of par and distressed commercial loans and a variety of types of claims in bankruptcy, including trade receivable and tax indemnity claims. This expertise also extends to the derivative products generally related to the loan trading business, such as total return swaps, loan only credit default swaps and other related products. Currently, K&L Gates lawyers represent one of the world’s largest market makers in the secondary loan and claim trading marketplace, as well as other large dealers and smaller market participants who regularly buy and sell loans and claims. The firm has also become increasingly involved with LMA, LSTA and ISDA, all active industry associations in this field. One of the firm’s corporate partners is a member of the LSTA’s Legal Advisory Committee. The firm’s expertise in loan trading and bankruptcy claims trading allows for multidisciplinary cooperation between the firm’s corporate finance and bankruptcy lawyers, as well as our specialties such as tax and energy law, to maximize the expertise provided to our clients in this rapidly growing area of the law.
Bankruptcy, Business Finance and Restructuring
K&L Gates has a national and international Bankruptcy/Insolvency Practice serving a range of clients - debtors, creditors’ committees, trustees, financing providers, acquirers of assets, landlords and other interested parties. Our clients include companies in manufacturing, health, technology, engineering, publishing, entertainment, construction, the Internet, real estate, banks, institutional lenders, insurance companies, nonprofit organizations and individuals with needs for legal services in restructuring their personal financial affairs.
K&L Gates’ Bankruptcy/Insolvency Practice offers creative solutions through combining bankruptcy expertise with additional expertise and experience such as corporate law, asset-based lending, secured transactions, real estate and intellectual property. Because of the group’s collective experience on both the debtor and creditor side of the practice, we are able to understand all sides of a problem and structure creative, informed and practicable solutions to our clients’ concerns and provide efficient and economic legal services.
K&L Gates represents a variety of clients in both formal bankruptcy proceedings and out-of-court business restructurings and workouts. The issues confronting a company in distress may involve strengthening management, “cleaning up” the balance sheet, abandoning worthless properties, structuring compromises and settlements with creditors or negotiating with lenders for new or restructured financing. We represent real estate owners, developers and contractors and participate in other matters relating to debt restructuring and project finance.