Commercial Financial Services
Practice Leaders: Richard P. Eckman and Christopher J. Lamb
Commercial financial services has long been a staple of our financial services practice. This practice involves traditional commercial lending transactions, real estate transactions and transactions involving complex securitization and derivatives.
Representing lenders, including commercial banks, finance companies and hedge funds, in transactions is a significant part of our work. Frequently, we work with the agent bank in complex syndicated transactions, drafting the necessary documents and advising on the relationships of the agent to the participants, of the participants among themselves, and of the lending group to the borrower. Our group is experienced in financing transactions for asset and stock acquisitions, private equity investments, real estate acquisitions and development, construction loans, trade finance, asset-based lending (including equipment, inventory and receivables financing), as well as general working capital finance. Many of the transactions involve leveraged acquisitions, requiring sensitivity to creditors’ rights issues, and often involve several layers of financing. We also are experienced in representing lenders involved in providing debtor-in-possession (DIP) financing. We work closely with the firm’s bankruptcy lawyers in such matters.
Due to our particular depth and experience in the Mid-Atlantic region, we also often serve as local counsel for out-of-state lenders in preparing documents and providing opinions on matters of local law.
Transactions we handle may be secured by traditional or unusual collateral, running the gamut from intellectual property to interests in French venture capital funds. We have coordinated elaborate multi-state collateralization programs. We also are experienced in representing lenders and borrowers in mezzanine loan transactions for real estate finance, leveraged buy-outs and other purposes. Our lawyers are well-versed in matters involving the Uniform Commercial Code and the Bankruptcy Code, as well as other bodies of applicable law.
Borrower Transactions and Legal Opinions
We increasingly are active in representing corporate clients in their borrowings. Many of these companies have complex structures or are owned by private equity firms. This work involves substantial due diligence, negotiation of the complex underlying documentation with financial institutions, and the preparation and delivery of complex legal opinions. We also often act as local counsel for borrowers in providing opinions for multi-state transactions.
Real Estate Finance
We help lenders and borrowers negotiate and document real estate secured loans and related transactions, ranging from loans for single properties to large, multi-million-dollar, multi-state credit facilities. The transactions we handle range from middle-market, single property secured loans to large-scale, multiple property/multi-state credit facilities. Our experience includes advising clients on traditional mortgage loans, mezzanine loans, mortgage securitizations, off-balance sheet financings, interest rate swaps and other derivatives, bank syndications and bond market financings.
We also help clients restructure and refinance borrowing entities, whether troubled or healthy, and set up special-purpose entities to act as bankruptcy remote borrowers. We also facilitate the resolution of disputes among partners or shareholders, and between the entities and their creditors or investors.
We represent financial institutions in public and private issuances of securities and related securities laws matters, including preparation of offering materials and registration statements in primary offerings, establishment of dividend reinvestment plans and stock option and stock purchase plans, and preparation and review of proxy materials.
We have represented banks in portfolio investments in privately placed securities, including transactions involving residual interests in REMICs. We also have worked on dispositions from bank investment portfolios, including dispositions subject to repurchase, and legal issues arising from the monitoring of investment portfolio securities.
We have assisted in transactions in which banks or bank holding companies obtained external financing, including offerings of commercial paper, and subordinated debt regarded for regulatory purposes as equity. These transactions involve generating securities disclosure documents, negotiating underwriting arrangements, due diligence and regulatory compliance.
We also advised clients on the legal issues involved in establishing discount brokerage and corporate finance affiliates, including the bank regulatory, SEC, stock exchange and FINRA implications of these activities. Our work in these matters has included federal and state securities registrations, establishment of internal compliance procedures, and negotiation of securities clearing arrangements.
We have long represented clients in complex securitization transactions and structured financings, including public offerings and private placements. We have represented clients in numerous asset-backed transactions, including securitizations of credit card and trade receivables, consumer loans, small business loans, consumer auto leases, equipment leases, cash servicing for non bank automated teller machines, government receivables, non-insured medical procedure receivables, and mortgages and mortgage servicing rights. We also have significant experience in advising clients in connection with trust originated preferred securities offerings, commercial paper conduit financings and other structured finance transactions, including collateralized bond obligation offerings and off balance sheet financing of mutual fund "B share" arrangements, and the use of Delaware Statutory Trusts.
We counsel derivatives providers and end-user firms on a wide array of derivatives transactions, including interest rate, foreign exchange, equity and credit-related derivatives transactions. This advice ranges from the corporate and regulatory aspects of structuring the derivatives operations and activities of the swap provider to the review and negotiation of all ISDA and other over-the-counter swap documentation. Recently, we:
- advised a national banking organization in connection with the establishment of its OTC derivatives and related hedging activities
- represented several regional and international banking organizations in connection with their customer derivatives activities
- represent numerous corporate, governmental and institutional clients in connection with various forms of interest rate and credit-related hedging activities.