Our Commercial Lending, Capital Markets and Project Finance attorneys have structured and negotiated deals for several of the 15 largest banks in the country, including a prominent wall-street investment bank and several regional insurance companies.  We have the knowledge and experience to provide the services you need in commercial lending, securitization, and other structured finance transactions.  Let us bring our expertise to your next deal.

Our attorneys have structured, negotiated and documented hundreds of commercial lending transactions and other secured and unsecured financings for various national and regional banks, commercial lenders and boutique investment firms across a variety of industries and jurisdictions.  Our transactions portfolio includes loans made to privately and publicly held entities and secured by all types of assets, including rolling stock, railroad assets, broadcast licenses, oil wells and mineral rights, intellectual property, certificated securities and intellectual property, as well as traditional borrowing bases consisting of accounts, inventory, equipment and real estate. 

Commercial lending representation requires a broad base of legal knowledge and skills as well as the business acumen and common sense to effectively and efficiently close a deal.   We have significant expertise in all aspects and phases of commercial lending transactions:  negotiating terms and letters of intent; drafting state-of-the-art, complex and still understandable loan documents; guiding clients through the complexities of revised Article 9 of the Uniform Commercial Code and creating, perfecting and enforcing security interests in all types of real and personal property; and navigating related bankruptcy, tax and environmental law issues.  We bring all of this knowledge to your transactions with a primary focus on accomplishing your business objectives and closing the deal. 

When problems arise with your established relationships, we are prepared with extensive experience in working out and restructuring loans and enforcing creditors' rights.  We also have the perspective and experience of representing borrower’s in complex transactions and work-outs.   And we maintain our knowledge and expertise by participating in local and national bar and industry associations to remain on the leading edge of legal and technological developments. 

We bring our background in all of these areas into every commercial lending transaction we handle. With this expertise and experience, our attorneys have developed an understanding of the business aspects of commercial lending transactions – both before and after a deal closing – that enhances the value of our legal representation.  We believe that today’s market demands that attorneys bring to the table the expertise and business sense to mitigate risk and provide solutions on all sides of commercial lending transactions. 

The scope of our lending services includes:

• Term loans, revolvers, “multi-draw lines” or “capex lines,” including sub-facilities for letters of credit or “swing line” loans;
• Participated and syndicated commercial loans, including in connection with large market financings involving acquisitions, capital restructurings or public offerings;
• Asset-based, cash-flow and floor-plan financings;
• Multi-tranche, senior, junior and mezzanine financing (including for SBIC mezzanine debt and equity transactions);
• Non-traditional facility structures incorporating equity, such as preferred stock or warrants;
• Commercial real estate loans;
• Warehouse credit and repurchase lines;
• Loan workouts and restructurings; and
• Debtor-in-possession and exit financing in bankruptcy proceedings.

Our lawyers have also provided counsel to investment banks and commercial banks in a wide variety of derivatives transactions, including credit derivatives (such as total return swaps and credit-linked notes), interest rate and currency swaps and repurchase agreements.  We have significant experience in negotiating ISDA master agreements in addition to credit support documents, seller guaranties and collateral agreements related to derivatives transactions.  We also have extensive national experience in structuring, securitizing and servicing commercial loans, including in connection with commercial mortgage backed securitizations and other asset backed securitization transactions. 

To this expertise and experience, we add the personal attention and business-partner perspective to provide you the comfort that your deal is as important to us as it is to you.  We look forward to working with you.

Securitization and Structured Finance

Our Financial Services department of more than sixty attorneys has national experience in structuring, securitizing and servicing commercial loans, including in connection with commercial mortgage backed securitizations and other asset backed securitization transactions. 

Commercial Mortgage Backed Securitization Market

We have been representing loan sellers and servicers on a national basis in all aspects of the CMBS market since 1998.  During that time we have acted as loan sellers’ counsel in over 45 securitizations and as primary, master, and special servicer’s counsel in more than 40 CMBS deals.  Over the course of that time, we have worked with lawyers in our conduit loan origination group (which has documented over $6.5 billion conduit loans around the country) and our loan enforcement group to both structure loans for the conduit securitization market and work out, enforce, and defend borrower defaults and loan seller defaults pursuant to CMBS market standards.  We have also represented several loan originators and loan servicers in their interim and warehouse servicing agreements and relationships. 

We know and understand the conduit loan and securitization market from the cradle to the grave.  Our lawyers provide the added value of personal knowledge obtained through work we have performed in counseling our clients through countless issues from the trivial to the complex in the CMBS market.

We have handled the formation, organization, implementation and operation of CMBS loan conduits and the licensing of CMBS servicers throughout the United States.  We have represented investors in the creation of two national loan conduit-lending entities.  We have provided counsel in the formation and governance in the entity structure. We have negotiated and formed joint ventures and strategic alliances with the investment banks, warehouse lenders, and loan contributors.  We have created loan origination and company operating programs and procedures. We have handled general corporate matters.  And we have secured necessary regulatory approvals and licenses required for loan origination and servicing across the United States. 

When you need to sell loans or servicing rights in connection with or outside of a CMBS deal, take advantage of our expertise in those transactions too.  We have helped our clients buy and sell loans in ones and twos and larger pools.  We have represented buyers and sellers of loan servicing rights for CMBS pools, unsecuritized loan portfolios, individual loans, and in the transfer of entire lines of CMBS and warehouse servicing businesses.

Asset Backed Securitizations

Our extensive CMBS experience compliments our work on other asset backed securitization transactions.  Over the past several years we have worked on many asset backed securitizations.  We have served as issuer’s counsel in those transactions--structuring, documenting, and negotiating the deals on behalf of the asset originators, the special purpose entity issuing the securities, and the servicing agents who manage the asset pools.  We handle the legal complexities of the structuring, offering, and closings with the understanding of the business issues driving each deal.  We bring a common-sense business approach to the issues we work through with our clients and the ability to close deals in line with the timing demands of our clients’ businesses and the securities markets.