Debt Capital Markets

In conjunction with the firm’s Capital Markets practice group, we offer the full scope of services in all matters related to securities law. We also focus on other regulatory developments that affect debt capital markets, including swap regulatory developments under the Dodd-Frank Act and over-the-counter derivatives regulation under the European Markets Infrastructure Regulation.

As part of an integrated global law firm, we draw regularly upon the comprehensive resources of the firm to address the full scope of related regulatory, legal, and other issues that arise in complex finance transactions across industries, jurisdictions, and capital markets. We work closely with lawyers in our Capital Markets, Asset and Corporate Finance, Islamic Finance, Restructuring and Insolvency, Asset Management and Investment Funds, and Litigation and Dispute Resolution practices. Our clients benefit from our collaboration across borders, disciplines, and markets to provide the best possible advice efficiently and seamlessly.

Corporate Debt Securities

Our firm has an established reputation representing companies in Security and Exchange Commission-registered offerings, Rule 144A, Regulation S and Regulation D offerings, and other private placements of debt and hybrid securities. Our lawyers are also knowledgeable in the offering and restructuring of sovereign bonds.

We have extensive experience advising all market participants in debt capital markets transactions. We seamlessly combine our product know-how with deep experience in several industries, including commodities, energy, financial services, funds management, mining, manufacturing, distribution, healthcare, motorsports, professional services, media and telecommunications, transportation, and technology. We also work on fintech applications, including security tokens and securities distribution facilitated by distributed ledger technology.

Our debt capital markets lawyers operate from the world’s leading financial centers, combining their local capabilities with the international reach and sophistication of a global debt capital markets practice. Many are also licensed to practice in jurisdictions where we do not have offices. This duality benefits our clients by virtue of our experience on transactions with multi-jurisdictional aspects, our familiarity with the technical aspects of listing and issuing securities in specific jurisdictions, and our broad familiarity with varying business customs across the world. Our approach enables our clients to efficiently assess their strategic options in capital markets. We combine these attributes with first-rate documentation and transaction management skills.

Our global practice features close integration among our Debt Capital Markets lawyers who provide dedicated and highly experienced tax, ERISA, bankruptcy, bank regulatory, and derivatives support. For example, in corporate restructurings, we are regularly called upon for our advice regarding exemptions from registration or authorization regimes affecting offerings of debt securities as well as related regulatory matters.

Derivatives & Structured Products

We offer regulatory, enforcement and transactional advice on a wide range of derivatives products, including swaps and security-based swaps, exchange-traded derivatives, derivatives clearing and execution facilities, over-the-counter (OTC) derivatives, securitized derivatives, and derivative products linked to interest rates, currencies, equity securities and funds, credit, and commodities.

We work frequently with the major master agreements (including the 1992 and 2002 ISDA master agreement forms, the MSFTA, the MRA, the 2000 and 2011 GMRA, and the IFEMA forms). We have significant practical experience with emerging forms of swap documentation such as bitcoin-based derivative instruments; collateral arrangements under the ISDA New York law and English law credit support annexes, as well as with negotiating tri-party custody arrangements; and in most specialized swap transactions, including foreign exchange and currency option transactions, equity derivatives, credit derivatives, and energy and carbon derivatives (including renewable energy certificates and synthetic power purchase agreements and other green derivatives). Each of our transactional derivatives partners is very familiar with the specialized documentation for at least one–and often several–unique transaction types, including the full suite of relevant ISDA definitions, product annexes, and settlement matrices.

We have significant experience advising clients on regulatory issues relating to swaps and OTC derivatives including initial and variation margin, reporting, recordkeeping, clearing and business conduct compliance-related issues including under ISDA’s August 2012, March 2013, EMIR NFC Representations and EMIR protocols and the QFC stay regulations. We advise clients on the extraterritorial application of United States and European Union swaps regulation.

We work closely with lawyers in other practices, including asset management, energy, commodities, enforcement, litigation and public policy to advise clients on legislative and regulatory developments affecting swaps markets in the United States and in Europe and representing clients in enforcement investigations and actions concerning derivatives trading.

Securitization and Structured Finance

We represent sponsors, underwriters and arrangers, servicers, special servicers, collateral managers, trustees, rating agencies, and investors in a wide range of securitizations and structured finance transactions. We have significant experience in CLOs, structured credit facilities, repo-backed note financings, ABCP conduits, and medium-term note programs. Our experience includes registered offerings, Rule 144A and Regulation S offerings, private placements, and funded and unfunded structured credit products.

Our practice is global in nature and features close integration among partners in several jurisdictions who also provide dedicated and highly experienced tax, ERISA, bankruptcy, bank regulatory, and derivatives support. Across jurisdictions, we have broad experience in a wide range of asset classes, including non-mortgage ABS such as automobile receivables, credit cards and aircraft loans and leases, private-label and guaranteed residential and commercial mortgages, corporate loans, and unconventional or emerging assets such as tax liens and renewable energy assets. We played a key role advising the senior lenders and structuring agent in the Airline Economics 2020 “Overall Deal of the Year,” which involved the use of CLO technology to finance a US$3.6 billion portfolio of commercial aircraft loans.

We work closely with lawyers in other practices such as Payments, Banking Regulation, and Consumer Financial Services as well as Fintech Lending for specialty regulatory advice and knowledge of underlying asset classes. We also work with lawyers in our Enforcement and Litigation practices, representing clients in litigation and enforcement investigations and actions concerning pre-crisis structured finance transactions.

Public Finance

We are one of the leading bond counsel firms in the United States. Our public finance lawyers have advised hundreds of cities, towns, counties, states, state agencies, ports, public utilities, wastewater and transit agencies, school districts, fire districts, irrigation districts, and other public entities in bond issuances and other finance transactions and related hedging arrangements. We have also represented underwriters, bond trustees, credit enhancement providers, conduit borrowers, and other entities involved in public finance transactions. Our work has been recognized and ranked by The Bond Buyer, The Bond Buyer’s Municipal Marketplace, and The Bond Buyer’s Far West Year End Review.

Our Public Finance lawyers work closely with Project Finance lawyers and our Energy, Infrastructure, and Resources group on a range of financings and public private partnership transactions. Our Public Finance lawyers in the United States also liaise with colleagues in our London office who specialize in financing solutions for local authorities, where experience across widely divergent jurisdictions can provide useful perspectives.

While finance matters have historically been the heart of our municipal practice, we have an impressive breadth of relevant experience. Our lawyers provide a wide variety of other legal services to our municipal clients, guiding them on energy issues, planning, permitting, land acquisition, procurement, construction claims and contracts, taxation, labor matters, litigation, environmental and regulatory proceedings, state and federal grants, and Indian tribal law. We regularly work with municipal clients on open public meetings, public records policy and disclosure, and election law issues.