Our corporate, acquisition, and asset-based finance practice has a global network of lawyers in offices across the United States, Europe, Asia, Australia, and the Middle East working on a wide array of financing transactions.
We advise lenders and borrowers on the full spectrum of secured and unsecured commercial lending transactions, including leveraged acquisition finance, asset-based and cash flow finance, and other corporate lending transactions. We have a broad-based understanding of current market terms for complex financing transactions.
We act across industries, handling financings in almost every sector throughout the world, including financial services, manufacturing, distribution, health care, transportation, professional services, media and telecommunications, and technology.
We act globally, advising on multi-currency, cross-border borrower and guarantor, and cross-border collateral issues arising in multi-jurisdictional financings. As part of a fully global law firm, we regularly draw upon the comprehensive resources of the firm to address the full scope of related tax, regulatory, and other issues that arise in complex finance transactions across jurisdictions. The depth of our experience and coverage combined with our integrated global platform allows us to provide value-added service to our clients.
We advise on all aspects of the capital structure, negotiating senior secured and unsecured syndicated, club, and bilateral credit facilities and asset-based loans. We also represent clients in mezzanine finance transactions that typically involve complex intercreditor and equity holder arrangements. We routinely assist clients with equity-linked return enhancements, including direct equity co-investments and convertible notes. We deal regularly with complex intercreditor and equity holder arrangements in these transactions and offer clients a keen market awareness of differing standards and market trends for debt and lien subordination terms.
Working closely with lawyers in our mergers and acquisitions and private equity practice as well as our other finance practices depending on the nature of the transaction, we serve a diverse portfolio of clients: insurance companies, institutional investors, banks and other financial institutions, private equity and debt funds, family offices, separately managed accounts, and other non-bank lenders in their capacities as arrangers, agents, and lenders.
In our representation of lenders, we focus on structuring and documenting a transaction that protects the lender’s assets at risk in every manner possible or practicable. Our lawyers focus on covenant protection and events of default, as well as the rights and remedies of secured lenders in respect to many different types of tangible and intangible collateral. We review structures to ensure guarantors are properly inserted into the transaction structure. We document and negotiate equity co-investments and convertible notes, addressing customary equity rights appropriate for the transaction.
Our borrower clients include public and private companies throughout the life cycle of a company’s financing needs, private equity firms and their portfolio companies and private investment funds. We assist borrowers in understanding the myriad of issues involved in the extension of credit and the various structural alternatives available to them in structuring a transaction. We strive to optimize our clients’ legal rights to service their commercial objectives and to simplify, to the extent possible, their reporting and covenant compliance requirements. We strive to ensure the requirements of the credit documents do not impair clients’ abilities to perform and grow their businesses. Additionally, given our significant transactional experience, we help ensure clients obtain market-favorable terms.
Representing both borrowers and lenders allows our team to efficiently and effectively facilitate the negotiation process and stay abreast of current market trends.
Areas of Practice
Acquisition and Leveraged Finance
We have demonstrated knowledge of issues at every stage of acquisition investments for lenders and borrowers. This capability is coupled with a keen market awareness of structuring options, pricing conditions, and covenant packages. Our work includes:
- Negotiating financing conditions, certain funds requirements, and commitment papers as part of a competitive bidding process;
- Structuring and negotiating senior credit facilities, bridge loans, private placements, first lien/second lien and unitranche facilities, mezzanine and other subordinated debt, and seller financing. These transactions often involve multiple domestic and cross-border jurisdictions and collateral issues, complex capital structures, and a variety of intercreditor arrangements;
- Structuring and negotiating equity holder arrangements in these transactions, including equity co-investments; and
- Hedging transactions, dividend recapitalizations, refinancings and re-pricing transactions and other add-on financings.
Asset-Based Lending and Specialty Finance
We represent clients 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. Many of our engagements involve financing for specialized assets and lending arrangements ranging from aircraft, rolling stock, and maritime assets; power generation facilities; municipal tax and utility liens to letters of credit and other credit enhancement facilities; and employee stock ownership plan loans, factoring loans, and loan portfolio acquisitions.
We advise financial institutions, commodity producers, trading companies, and governments in structuring and documenting commodity-linked financing transactions and managing risk associated with credit, trading, and commodity-related investment transactions.
We are active in a wide range of finance transactions for public and private companies that use debt to manage and leverage liquidity in many contexts. We regularly act on senior credit facilities, first lien/second lien and last-out deals, subordinated debt issuances, and seller financings for many purposes, including cash flow needs, treasury management, dividend recapitalizations, acquisitions, and leveraged buyouts/management buyouts.
We help clients realize the associated tax, financial, and balance sheet benefits of equipment leasing transactions. 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.
Loan Trading and Claims Trading
We represent 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. Our experience extends to the derivative products generally related to the loan trading business, including total return swaps, loan-only credit default swaps, and other related products.
We represent the private wealth management and investment advisory arms of a number of banking institutions in financings for family offices, foundations, trusts, estates, and high net-worth individuals. These transactions often involve a wide range of collateral, including marketable securities and other investment property, high-end real estate, closely held business interests, artwork, aircraft, luxury and collectible automobiles, pleasure craft, and other unique and specialized assets.