Banking, Restructuring and Financial Services

From our position as one of the leading financial law firms, our lawyers serve a wide range of clients including banks, insurance companies, government agencies and public bodies, businesses from all of our served sectors, financial advisors and many more. An overview of the financial legal advice and services offered to such clients can be seen below:

• Real estate, corporate and commercial finance
• Bilateral and syndicated lending matters (including representation of the arrangers, agents, lenders and borrowers)
• Business and commercial transactions (the establishment of financial services firms, mergers and acquisitions of financial institutions and financial services companies)
• Securities issues (including representation of issuers, underwriters, and investors)
• Distressed assets and secondary debt trading
• Regulatory compliance
• Financial product terms and conditions
• Project finance (including energy finance)
• Financial restructuring, workout transactions and arrangements
• Creditors’ rights and directors’ duties
• Insolvency and bankruptcy proceedings
• Asset-based, invoice, trade and structured finance
• Treasury and derivatives products
• Public finance
• Equipment leasing and finance
• Community development, affordable housing and tax credits
• Economic incentives.

UK

• Appointed to advise the UK Government Department for Education for a three-year-period, specifically their Transaction Unit on the financing elements of its restructuring of the entire further education and sixth-form college sector in England
• Advised a Borrower on all aspects of the financing and security documentation in relation to (i) £75,000,000 (with £10,000,000 accordion option) refinancing of its senior debt facilities with a club of banks and (ii) the c£25,000,000 refinancing  of its existing equipment finance facility.
• Represented private equity firm, Cairngorm Capital on the debt finance aspects of its significant majority investment in Polyframe Group (the UK’s largest independent manufacturer and distributor of trade windows and doors) in support of a management buyout   
• Acting for the asset management function of a US distressed debt fund in relation to a £104m debt and security sale of a commercial property portfolio to a third party which involved multi-jurisdictional parties and advisors.
• Advised the Borrower on all aspects of the financing and security documentation for the c£105,000,000 refinancing of 11 properties and managed overseas counsel
• Advised a renewable energy investment company, in relation to the amendment and restatement of its €225 million financing by Bank of Tokyo-Mitsubishi of a portfolio of operational wind farms and development projects in England, Northern Ireland, the Republic of Ireland and France
• Represented an international clearing bank in relation to the legal structure, finance and security documentation required to refinance the existing facilities provided to a Borrower in respect of its real estate portfolio (in excess of 70 properties).  We were required to draft, negotiate and advise the bank in relation to the facilities agreement and key finance documents in addition to managing the CP satisfaction and completion processes
• Advised an international trading company on the establishment of a significant new joint venture arrangement in the Middle East in relation to the supply of product for use in the construction industry. Advising in relation to the initial funding arrangements and the shareholder loan and intercreditor arrangements which are applicable in the event that further shareholder funding is required to be made available to the joint venture
• Acted for the Trustees of a UK Pension Scheme in relation to the entry into of an Investment Management Agreement together with a suite of derivatives documents. The transaction was connected with the implementation of a pooled LDI and structured equity position
• Represented the Lender in relation to provision of £40,000,000 asset finance facilities in connection with a secondary management buyout. The funding was provided by way of asset based lending facility combining invoice finance with an embedded property loan. A new suite of security was taken from all group companies to support the new facilities
• Advised leading national charity in relation to its acceptance of banking facilities and its working capital funding and cash management arrangements in the context of its charitable status and objects.
• Advised an international bank on the migration of banking services from two acquired banks to its platform, including in relation to payment services and the operation and maintenance of an ATM and point-of-sale network
• Acted for Hilco Capital on the acquisition of the UK retail office supply business and operations of Staples, Inc. The acquisition involved substantial advice on intercompany debt, ongoing working capital funding and security issues
• Drafted, negotiated and advised a UK headquartered manufacturer on the bilateral bonding and revolving credit facilities agreement provided by a US Bank. The facilities agreement was a bespoke document, drafted to work alongside the complex, cross border, group-wide syndicated financing arrangements which are structured on the basis of a common terms agreement
• Represented a Swiss Bank on making a £90m facility available in order to fund the acquisition by a leading European real estate fund of a significant investment property in London. Our role has been to advise on transaction structuring,  negotiate the English law governed loan and UK security documents, carry out property due diligence and take overall project management responsibility in terms of coordinating input from all legal advisers to the Bank
• Acted for a Swiss Bank on making £52.5m facility available to a borrower in order to fund the share buy-back of an overseas company. The facility is secured on a row of properties in Mayfair. Our role has been to negotiate loan and UK security documents, property due diligence and project management in terms of coordinating input from all legal advisers to the Bank
• Advised a global peer-to-peer platform provider, in relation to its documentation and transaction life cycle legal processes in relation to its property finance offering
• Acting for Santander, as continuing lender in relation to the refinancing of the Forrest Group, a construction group based in North West England. This was part of the financial, operational and managerial restructuring of the Forrest group, bringing in new private equity funding and a new revolving credit facility, with the Greater Manchester Combined Authority replacing Royal Bank of Scotland as a lender.

US

• Over the past five years, our firm has represented 24 US banks in acquisitions, advising both acquirers and those being acquired on compliance and regulation issues related to these highly complex transactions
• We closed over 300 real estate finance transactions for banks, insurance companies, institutional lenders, and other investors during the past twelve months. These transactions financed the acquisition, development, and construction of a variety of projects including residential, multi-family, office, retail, industrial, and mixed use
• Represented major international and national banks in over 200 syndicated credit facilities, during the past 12 months, in which they were a co-agent or participant lender, ranging from asset-based loans to investment grade unsecured facilities. The volume and diversity of the credit facilities raise a range of complex legal issues, including cross-border issues, and provides our firm with a comprehensive view of market terms in syndicated credit facilities
• We completed equipment finance and leasing deals in the aggregate of over 5 billion dollars during the past twelve months. The individual transactions ranged from $750,000 to $350 million
• Over the past year, we financed in excess of 100 public finance transactions that totalled 10 billion dollars
• We represent a US Government agency as lender in finance transactions that fund diverse projects in developing countries around the world, including  high-quality schools in Kenya, a deluxe hotel in Liberia, affordable housing projects in Iraq, India, Central and South America, a hydropower plant in Sri Lanka, mortgage financing in Africa, East Asia and Mexico, a US Embassy in Central America, a rice mill in Indonesia, oil fields in South America, a high-tech office tower in Pakistan and the workout recovery of a Central American agricultural loan
• Represented the nation’s largest producer of construction aggregates as issuer in connection with the structuring, negotiation and documentation of two note offerings: (1) A $1 billion aggregate principal amount of notes comprised of three tranches: (a) $700 million of 4.50% notes due 2047; (b) $250 million of floating rate notes due 2020; and (c) $50 million of 3.9% notes due 2027 and (2) $350,000,000 aggregate principal amount of 3.90% Notes due 2027
• Represented an international bank as Administrative Agent in connection with the structuring, negotiation and documentation of a refinancing and extension of the $150,000,000 syndicated revolving credit facility to a large transportation and freight company as Borrower.
• Represented one of the nation’s largest banks as administrative agent in connection with the structuring, negotiation and documentation of an increase, refinancing, and extension of a $435 Million syndicated revolving credit facility, involving thirteen banks, with an accordion feature permitting an additional $115 million in commitments
• Represented an international bank as Lender in connection with the structuring, negotiation, and documentation of a $75,000,000 fully secured subscription finance facility.