Our experience in finance includes the following:
- Acquisition financing
- Asset-based financings
- Bankers' acceptance and letter-of-credit facilities
- Bridge financings
- Commercial paper programs
- Convertible debt and equity
- Debtor-in-possession (DIP) financings
- Distressed debt trades and restructurings
- High-yield placements
- Intercreditor and subordinate lender negotiations
- Mezzanine financings
- Off-balance sheet financings
- Preferred stock offerings
- Regulatory aspects of applicable bank and securities law
- Secured and unsecured loan agreements
- Shareholder agreement negotiation
- Structured finance products
- Warrants and other equity kickers
Debt and Equity Financing
Our Private Equity Practice attorneys have decades of experience assisting our private equity clients, whether individuals, funds, portfolio companies or institutions with the myriad financing options that they might seek to access. This experience spans the entire financing continuum, including private securities offerings, convertible note and preferred stock offerings, mezzanine and subordinated debt facilities, bridge facilities, DIP financings, first and second-lien debt, secured and unsecured financings of all kinds, high-yield debt structures and virtually everything in between.
Our global experience with everything from the most basic to the most complex financings gives our clients access to a unique asset. As a team we are able to deliver our clients consistent results in the most efficient way possible.
Early-Stage and Venture Capital Investments
We regularly assist venture capital funds, angel investors, and start-up and emerging companies in structuring, negotiating, documenting and closing transactions enabling growth and capital formation through venture capital transactions. Our representations generally include:
- Proper business entity selection
- Addressing preferred investor rights
- Dealing with the contractual rights and obligations of founders
- Designing stockholder agreements and incentive plans that align goals and properly compensate performance
- Laying the groundwork for IPOs and other exits
- Managing and maximizing the value of intellectual property
Our experience in venture capital transactions has involved starting and emerging companies in virtually every industry including the aviation, electronic, energy, technology, manufacturing, distribution, food service and entertainment industries.
Mezzanine and Growth Stage Investments
We represent clients involved in mezzanine transactions and have extensive experience with private investments in equity, subordinated debt and convertible securities, representing investment funds, bank-affiliated private equity and mezzanine groups, corporate strategic investment programs and other institutional investors. We assist clients with the negotiation and documentation of complex debt, equity and convertible securities, warrants and other equity kickers, stockholders agreements, and subordination and inter-creditor agreements.
We are involved in our mezzanine clients' transactions from initial investment to exit, through operational issues, add-on acquisitions, debt and equity restructurings, sales to strategic or financial buyers, recapitalizations and initial public offerings. Our experience includes a broad range of industries, from manufacturing and distribution to business services, real estate, technology, software, information services and new media.
As a result, we are also versed in the highly complex tax issues that are presented by different such structures for both the borrower and the lender, including unique tax issues raised by mezzanine financing terms such as the rules related to Original Issue Discounts (OID), Unrelated Business Taxable Income (UBTI) and Applicable High Yield Debt Obligations (AHYDO).
Later Stage Capital
The senior, second-lien debt and acquisition finance experience of our Private Equity Practice is impressive, as we regularly represent some of the most active financial sponsors, money center lenders and investment banks in the world.
High-Yield and Debt Securities
Members of our Private Equity Practice are involved in a large number of below investment grade, structured, mezzanine and other high-yield debt security transactions. Whether our client sees high-yield product as more akin to debt or equity, we have the attorneys and experience to approach each transaction separately and uniquely such that the client’s objectives are achieved.
Our Private Equity Practice team also includes experts from our Business and Restructuring and Reorganization group and, as such, we work closely together with clients to structure their offerings, amendments, restructurings or workouts to achieve a result that will withstand the most trying conditions.
Both fund managers and lenders regularly engage us to work with them to structure and deploy subscription lines of credit that take into account current market factors, each fund’s institutional investors and the latest legal issues. In 2007 alone we have served as lead counsel for the lead arranger and administrative agent in the following subscription line facilities:
- $1.8 billion - Blackstone Real Estate Partner VI (arranged by Bank of America)
- $1.5 billion - CVI Global Value Fund (arranged by Morgan Stanley)
- $1.25 billion - Fortress Investment Fund V (arranged by Bank of America)
- $500 million - Cypress Grove International (arranged by Morgan Stanley)
- $450 million - Babcock & Brown Infrastructure North America (arranged by Bank of America)
- ¥36 billion - LaSalle Japan Logistics II (arranged by Mizuho Corporate Bank)
- $220 million - Five Mile Structured Income Fund II (arranged by Deutsche Bank)
- $200 million - Gateway Capital Real Estate II (arranged by United Overseas Bank)
- $150 million - IL&FS India Real Estate Fund (arranged by Deutsche Bank)
A recent notable representation of sponsors is:
- Hillwood Development Company, a division of Hillwood Capital, and its affiliates in connection with its development of Victory Park, a $3 billion, 75-acre master-planned urban development in downtown Dallas.