Banking & Finance

Our approach

Our Banking & Finance group is distinguished by its broad range of capabilities, solid understanding of our clients’ objectives and practical approach to issues as they arise. We have deep experience across the market and handle transactions ranging from small financings for startup ventures to multibillion-dollar financings for large established companies. We work closely with the firm’s M&A, public finance, private equity, restructuring, tax, real estate and other practices to provide integrated services and to facilitate the smooth consummation of transactions. Internationally, we work with our network of local counsel to provide international deal execution services and local law advice in cross-border financings. We combine extensive commercial finance experience with solid business acumen and efficiency.

Our diverse practice covers a wide range of financing transactions, including:

• Syndicated and bilateral credit facilities
• First and second lien loan facilities
• Acquisition financings
• Asset-based lending (ABL)
• Junior capital and mezzanine financings
• Intercreditor arrangements
• Cross-border and multi-currency facilities
• Restructurings, debtor-in-possession and exit financings
• Investment grade facilities
• Factoring, trade financing and trade credit receivable securitizations
• Aviation, rail and other equipment finance and leasing
• Interest rate swaps, currency swaps and other derivative products
• Distressed investing and claims trading

Leveraged Finance

We advise clients on all types of leveraged financings, from lower middle-market to multi-billion dollar facilities, including first lien/second lien facilities, recapitalizations, working capital or general corporate purpose facilities, integrated bank and bond financings, asset-based facilities, amend and extends, multi-currency facilities and cross-border financings. We represent commercial and investment banks, institutional lenders, private equity sponsors and corporate borrowers in leveraged cash flow and asset based financings. We address all manner of intercreditor issues arising in senior and subordinated financings, first lien/second lien facilities, superpriority and cross-collateralized structures.

Acquisition Finance

We structure acquisition financings involving both private equity and strategic buyers and advise on all aspects of acquisition financing, from the structuring and commitment phase to closing and subsequent amendments and refinancings. We work with the firm’s M&A attorneys to advise clients on both the financing and buy/sell aspects of an acquisition transaction. Working in conjunction with our M&A, private equity and capital markets attorneys, we advise on senior, second lien, combined senior bank/mezzanine or bond financings, bridge loans and junior or subordinated facilities. We anticipate the requirements of all parties to complex, multi-tranche transactions and deliver sophisticated advice and deal management for acquisition financings, utilizing our in-depth knowledge of a wide range of industries.

Junior Capital

We represent institutional investors, mezzanine funds and hedge funds in structuring and documenting their investments in mezzanine products of all types, including senior subordinated debt, junior convertible notes, second lien debt, equity co-investments and preferred equity. We are well-versed in the wide range of issues that arise in any mezzanine transaction, including structure, pricing, covenants, redemption/call protection issues, liquidity rights, intercreditor issues, equity components, anti-dilution protections and tax issues. Our team includes dedicated finance, fund formation, private equity and tax lawyers who provide integrated legal services. We have structured and closed junior capital transactions in many different contexts, including acquisition financings, leveraged buyouts, recapitalizations, restructurings and workouts, fund formations, institutional investments and other transactions involving mezzanine securities.

Equipment Finance

We represent lenders, equity investors and lessees in all aspects of equipment finance, including operating and finance leases, secured loans, cross-border leases, sales and asset transfers. Our experience includes front-end structuring, negotiation and documentation, end-of-term equipment return and work-outs. Our team also offers an in-depth knowledge of operating, maintenance and other key issues as well as tax aspects of ownership and leasing of equipment. Our experience includes transactions involving a diverse range of assets, including manufacturing plant assets, aircraft, railcars and locomotives, vessels, trucks, containers, high-technology equipment, medical equipment and construction equipment.

Project and Energy Finance

Our team has extensive experience representing lenders and developers in project and energy finance, including wind, solar and biomass renewable energy assets; cogeneration and other production facilities; and medical facilities. These transactions often involve collateral account and credit support arrangements, including perfection of security interests and ancillary support agreements, such as power purchase and off-take agreements, site leases and licensing agreements. Our experience also includes creating and transferring the benefit of environmental incentives and attributes.

Securitizations

We regularly represent companies that are seeking to lower their overall borrowing costs by factoring or securitizing their trade accounts receivable. Capital intensive, non-investment grade, global companies with reasonable diversification in their receivables profile are some of the best candidates for structured finance solutions but many other types of companies qualify as well. We believe this is an overlooked but often advantageous financing vehicle for many of our clients and contacts. We have developed a network of consultants, bankers and credit providers that can assist clients with analyzing whether these products fit their unique circumstances and to quantify the benefits of a transaction.

Restructurings

We effectively protect the interests of our clients in out-of-court restructurings and in the bankruptcy process, ensuring that our clients benefit from our firm’s finance and restructuring experience. We represent borrowers, lenders, investors and acquirers in amendments, forbearance agreements, in- and out-of court restructurings, financial recapitalizations, debtor-in-possession financings and exit financings. We have experience negotiating with various constituents who have divergent goals and achieving a resolution that enables the parties to move forward with a financing structure.

Who we work with

We advise domestic and international banks, specialty finance companies, private equity sponsors and their portfolio companies, private investment funds and other institutional investors, mezzanine lenders, hedge funds, strategic buyers, corporate borrowers and issuers of debt. We represent both borrowers and lenders rather than focusing on one side of the market.