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Finance

LeClairRyan's Finance attorneys possess a depth of knowledge with the spectrum of financial transaction issues pertaining to banking and commercial finance institutions of all types and their non-bank financial intermediaries.

Our attorneys stay abreast of the latest developments in general banking and regulatory matters, bankruptcy law, loan and lease documentation, and financing workout trends, uniquely positioning them to offer effective, relevant advice on critical issues and provide clients with effective strategies on how to proceed.

Our Finance services include: 

  • Equipment leasing and financing 
  • Private banking 
  • Commercial and asset-based lending 
  • Real estate lending 
  • Subordinated, mezzanine and other secured lending transactions
  • Factoring (purchase and sale of accounts receivable)
  • Legal and business counsel

Equipment Leasing and Financing

Our attorneys have extensive experience in equipment leasing and financing transactions, representing major financial institutions and lessors in all aspects of equipment and vehicle leasing. Transactions include master lease financings, sale/leasebacks, TRAC leases, securitizations and syndications for banks, finance companies and major manufacturers, in the big ticket, middle market and small ticket market segments. The types of equipment our attorneys have handled in leasing and financing transactions include aircraft, rolling stock, automobiles, mainframe computers, printing presses and other industrial equipment, medical equipment, and telecommunications and office equipment.

Our leasing attorneys have documented and negotiated sophisticated equipment leasing transactions, developed both simplified and complex standard-form lease documentation, and drafted and negotiated ancillary documentation for many types of vendor, captive and private-label lease programs, together with related remarketing and residual sharing arrangements.

We also represent lessors in the acquisition and sale of leasing companies and the purchase and sale of lease portfolios, as well as in workouts and restructurings of leasing transactions.

We are members of the Equipment Leasing and Finance Association, the largest trade association representing financial services companies and manufacturers in the equipment finance sector.

Financial Institutions

With a wealth of experience in general banking and regulatory matters, our attorneys are especially knowledgeable of the transactional matters related to commercial banks, private banks and thrift institutions, as well as their non-bank financial intermediaries, including mortgage and trust companies and investment banking houses. We regularly provide our financial institution clients with invaluable legal counsel on an array of transactional issues.

As we represent a number of financial institutions, our attorneys' in-depth understanding of the constantly evolving nature of the transactional marketplace is another asset in our representation of financial institution clients. We regularly assist our financial institution clients with the entire transaction process, providing counsel in the structuring, due diligence, drafting, negotiating and closing of the transaction.

Secured Transactions

Our attorneys are also skilled at representing finance industry clients in commercial lending and secured transactions. We have represented lenders of all types in financing transactions, with a client list that includes banks, thrifts, insurance companies, small business investment corporations, factors and other commercial finance companies.

Our attorneys have significant experience in documenting loans secured by an array of collateral, including real estate, hedge fund interests and management fees, unfunded capital commitments of private equity funds, operating units in connection with REITs, fine art, watercraft, automobiles, chattel paper, aircraft, government contracts, investment securities, consumer finance contracts, intellectual property and factored receivables.

We skillfully document not only loans involving current asset collateral, but also those involving private equity funds, hedge funds, trusts, municipalities and other public government organizations, corporate structures and similar entities, including construction and real estate development.

The types of lending activities in which we have represented and advised finance industry clients include: 

  • Asset-based senior, subordinated, mezzanine and second lien loans 
  • PIPE transactions 
  • Acquisition financings 
  • Working capital loans 
  • Structured financings 
  • Debtor-in-possession (DIP) financings 
  • Lending for lead and syndicated lenders and agents 
  • Associated participation, subordination, intercreditor and inter-lender agreements

Our attorneys represent lenders in connection with asset-based lines of credit, including accounts receivable financing and inventory loans derived from borrowing bases, as well as factoring agreements and related lock-box and blocked account arrangements.

In addition, our team possesses substantial experience in loan workout, restructuring and reorganization arrangements, often representing financial institutions and other lenders in connection with forbearance, modification and standstill matters. Our attorneys also have substantial bankruptcy experience, particularly as it relates to cash collateral and DIP financing.

Additional strengths include: 

  • Master lease agreements and ancillary documentation 
  • Progress payment arrangements 
  • Purchases and sales/syndications of leases and lease portfolios 
  • Vendor program agreements and remarketing agreements 
  • Securitizations and servicing agreements 
  • Advising on interest rate and currency swaps (dollar and foreign-currency denominated) 
  • Assisting mortgage banking companies in the closing of mortgage loans for sale in the secondary market through the Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation 
  • Representing mortgage banking companies in closing mortgage warehouse agreements with commercial banks 
  • Serving as counsel to letter of credit providers in connection with the enhancement of various third-party financing arrangements, including healthcare accounts, receivable pool financing, airport facility bonds, and bond, note and paper issues 
  • Private equity capital call loans 
  • Private banking, including loans to high net worth individuals, family partnerships and related businesses 
  • Revolving and term credit facilities 
  • Commercial lending, including asset-based loans, mortgage loans and unsecured credits 
  • Financial and trade letters of credit 
  • Representation of nontraditional lenders (funds, individual investors) in loans secured by diverse real estate projects 
  • Advice/legal opinions pertaining to the perfection of security interests in state tax credits, livestock, condominiums and other investment property 
  • Purchase of notes secured by distressed assets

Representative Matters: Equipment Leasing 

  • Represented major leasing company in vendor leasing program with one of the world's largest technology corporations, to finance the acquisition of computer and telecommunications equipment, software, installation, maintenance and other costs to end-users 
  • Represented major leasing company in vendor financing program with the medical systems division of one of the world’s largest manufacturers of electronic equipment, to finance the acquisition of ultrasound and other medical testing systems to end-users 
  • Represented commercial finance subsidiary of large telecommunications company to provide lease financing of hardware, software and other equipment provided under outsourcing program with Fortune 500 company 
  • Represented multinational consumer electronics corporation in vendor leasing programs with several large providers of equipment lease financing, in small to medium ticket leases of copiers and other office products, professional video and audio products, robotic factory automation equipment, and in-flight entertainment systems 
  • Represented leasing subsidiaries of several major banks and independent lessors in creating complete sets of lease documentation and other lease finance documentation 
  • Represented U.S. leasing subsidiary of multinational bank in leases of corporate jets to several Fortune 500 companies 
  • Represented major leasing company in several lease securitization transactions with money-center banks 
  • Represented U.S. leasing subsidiary of multinational bank in equipment lease restructurings and workouts in bankruptcy with several large national retail store chains 
  • Represented the financing arm of a Fortune 50 manufacturer of heavy machinery and construction equipment in bankruptcy and replevin/detinue cases involving equipment leases 
  • Represented material handling (forklifts, excavators, bucket loaders) and heavy construction equipment (scissorlifts, light towers) dealers in leasing matters in New York and New Jersey 
  • Represented the financing arm of an international manufacturer of imaging equipment in lease disputes involving copying equipment 
  • Represented a privately-held equipment lease and finance company in litigation involving leases for equipment ranging from physician's office technology to oil rigs and transformers in Texas, Virginia, New York and California 
  • Reviewed office, landscaping and monitoring equipment leases for community associations 
  • Reviewed office equipment and technology leases for bank 
  • Represented equipment leasing companies in recovery of property and collection matters 
  • Prepared leases for restaurant equipment as part of a sale of two commercial condominiums that housed an upscale restaurant 
  • Served as special litigation counsel to two of the largest (at the time) providers of equipment lease financing in the country 
  • Represented electric cooperative in turbine equipment leasing matters 
  • Represented leasing company in recovering collateral equipment through ex parte application in federal court to obtain seizure order 
  • Represented client in sale leaseback transaction involving Gulf oil tankers 
  • Represented the financial arm of one of the world's largest manufacturers of heavy-duty trucks in creditors' rights litigation including motions for relief from stay in bankruptcy to repossess equipment and replevin/detinue claims in state courts 
  • Represented the financing arm of a manufacturer of heavy machinery in all default under contract matters on equipment leases in California 
  • Served as in-house counsel to equipment leasing company that handled leveraged leases of mainframe computers, trucks and aircraft 
  • Prepared equipment leasing structures for the project financings of alternative energy facilities (solid waste, biomass, hydro), rail cars and aircraft for banks, equipment suppliers, project partnerships and public agencies 
  • Developed equipment leases on project financings for power facilities and aircraft for project partnerships, utilities and air carriers

Representative Matters: Secured Transactions 

  • Represented a lender in connection with a $450 million term loan made to a high net worth individual. The borrower, who owns one of the largest private art collections in the world, used the loan for investment purposes. The loan is secured by certain items from the borrower's personal art collection and by equity interests held by the borrower in a Delaware hedge fund. 
  • Represented lead lender in $100 million financing with an off-shore private equity fund. 
  • Represented a lender in providing a $50 million credit facility to a pharmaceutical products company. The borrower is headquartered in the U.S. with numerous foreign affiliates having international borrowing needs. The credit facility provided for borrowing in U.S. dollars, Euros, and currency of Australia, New Zealand, Great Britain, Japan, Singapore and Sweden. The collateral securing the facility included working capital assets of the borrower, a pledge of stock in all U.S. subsidiaries, and a pledge of outstanding partnership interests in an indirect Luxembourg-based subsidiary. 
  • Represented lead lender in $50 million financing with a domestic private equity fund 
  • Negotiated various bailment agreements with respect to the movement of the fine art collateral among galleries, warehouses and auction houses, including a bailment arrangement with a nationally-recognized fine art auction house that held a public exhibition of the a high net worth borrower's art works 
  • Represented a lender in a $200 million term loan facility to a Delaware corporation. The loan, which was used by the borrower to pay taxes, was guaranteed jointly and severally by the individual principal of the borrower and nine affiliated companies. The loan was secured by management fees payable to the borrower and three affiliates by various hedge funds domiciled in Delaware and the Cayman Islands, and by equity interests owned by the borrower and three affiliates in various Delaware hedge funds. 
  • Represented a lender in a $50 million multiple-advance term loan facility to a limited liability company. Seven individual principals of the borrower provided joint and several guaranties of the loan, which was used by the borrower to refinance existing debt and for investments. The loan was secured by a pledge of the borrower's equity interests in companies domiciled in the United States, as well as the jurisdictions of Cyprus, Mauritius and the Netherlands. 
  • Represented lead lender in $25 million financing with a domestic private equity fund 
  • Represented major U.S. lender in a $57 million revolving credit facility secured by art collateral located in several states and the United Kingdom 
  • Represented major U.S. lender in a $120 million commercial mortgage facility secured by residential apartment buildings in New York City 
  • Represented major U.S. lender in a $280 million revolving credit facility to on-shore and off-shore trusts, secured by marketable securities, hedge fund interests and restricted securities 
  • Representation of the lender in connection with the extension of asset-based revolving and term loan facilities totaling $55 million to an art gallery and a private art investment fund secured by, among other things, fine art and investment interests in the fund 
  • Representation of the lender in extending $19 million in asset-based loans to related mineral mining processing and sales companies 
  • Representation of a residential mortgage lender in connection with a $1 billion repurchase arrangement to serve as a warehouse facility pending sales and/or securitizations of portfolios of loans and an associated $50 million credit facility 
  • Representation of the lender in a $45 million revolving loan facility initially secured by interests in sixteen hedge funds and providing for substitution of fund interests as the borrower's investments change 
  • Representation of the lender in a $75 million short term loan to a private equity fund to bridge an investor capital call. Collateral for the loan included the capital call itself, with investors delivering payments directly to the lender, and the investment made with the capital call 
  • Representation of the lender in extending a $4 million term loan and an $8 million line of credit/acquisition facility to a kennel chain secured by all business assets and mortgages or leasehold mortgages on the individual facilities

Contact

  • 203.672.1630