Practice Areas & Industries: Buchanan Ingersoll & Rooney PC

Practice/Industry Group Overview

The Financial Services Group's clients include federal- and state-chartered bank and thrift institutions, commercial finance companies, municipal authorities, equipment lessors and lessees, and borrowers. As well, the scope and quality of our work reflect a high level of familiarity with the problems and products associated with these segments of the finance industry.

Services Available

Our Financial Services Group has assisted national, super-regional and regional banking and investment banking clients, including more than 75 percent of the largest commercial banks and financial institutions in the country. Last year, we continued to expand our practice into new markets, including Cleveland, and grow our existing practices in cities such as New York, Pittsburgh, Washington, D.C., and Philadelphia. We also handled secured syndicated transactions, securitizations, asset-based and business credit loans, cross-border matters and portfolio sales.

Additionally, we handled significant matters on the bankruptcy and creditors' rights side, including the representation of Wilmington Trust Company as indentured trustee in the $6.5 billion bankruptcy of Conseco, Inc., the third-largest bankruptcy proceeding in U.S. history.

Our public finance attorneys worked on projects throughout the United States and the U.S. Virgin Islands. We actively served as bond and underwriter's counsel and in 2004, handled well over $600 million in bonds that financed hospitals, commercial development authorities, and facilities for higher education and water treatment.

Our full-service capability begins with the structuring of transactions supporting the day-to-day operation of clients' businesses. These include corporate lending, commercial lending, commercial finance, construction lending, asset-based lending, equipment leasing, tax-exempt transactions, project financing, letter-of-credit transactions and oil and gas transactions.

The depth of experience of our professionals is such that the shaping of unusual or "exotic" transactions are enthusiastically undertaken and effectively resolved. Included among the more specialized assignments performed are leveraged buyouts, participations and syndications, portfolio and interest-rate transactions, and projects involving environmental considerations and obligations. The ability of our personnel to form and exercise sound judgments in these matters is critical to achieving objectives.

Examples of our recent matters include:

• On behalf of a super-regional bank, we assisted with a $1.2 billion multi bank facility for one of the country's largest home builders.
• Handling a $750 million multi bank facility, on behalf of a super-regional bank, for one of the largest coal producers in the United States.
• For Silver Point Capital, one of the world's largest hedge funds, we helped acquire a $100 million loan portfolio from First Bank.
• UBS Financial Services retained us as underwriter's counsel in connection with a $101 million bond issuance for Guam Waterworks Authority.
• Representing the revolving agent in connection with a $126 million syndicated, multicurrency credit facility for a distributor of building products and its subsidiaries, which have locations in the United States and Canada.
• Turnberry Associates turned to Buchanan Ingersoll & Rooney to help structure a $70 million financing for a regional shopping center in Destin, Florida.
• Silver Point Capital retained Buchanan as workout counsel to resolve issues with a cable network spanning five states, including restructuring of a $60 million loan facility.
• Helping Fontainebleau Resorts, LLC, close a $60 million private-equity placement, a $500 million secured credit facility with a bank group led by Bank of America and a $250 million mezzanine-credit facility with the Prudential Insurance Company.
• Representing one of the nation's largest financial institutions in an ongoing director and liability RICO action seeking damages in excess of $50 million against parties involved in a scheme to defraud lenders.
• On behalf of an investment banking firm, helping to secure favorable treatment involving Section 754 elections in tax legislation that was passed by Congress.
• Representing an asset-based bank lender located in Cleveland, in connection with a $25 million revolving credit facility and an $8 million term loan provided to an investor group that acquired the assets of the stamping division of a major automotive supplier.
• Handling the $28 million sale of Response USA, Inc. by KeyBank, one of the nation's largest bank-based financial services companies, and Highland Capital Management, L.P. to an investor group.
• Securing bankruptcy court confirmation of a heavily litigated multimillion-dollar Chapter 11 plan of liquidation on behalf of a large national bank in New Jersey, creatively addressing complex bankruptcy and litigation issues for the bank.
• Representing the Agent Bank in an $80 million secured credit facility comprising a revolving line of credit, term loan and mortgage loan to a national retailer and its affiliates and subsidiaries; the proceeds were used for a significant acquisition, working capital and general corporate purposes.
• For the agent bank, handling a management buyout financing of a major trucking company with an $85 million term loan and $40 million revolving credit loan.
• Originating more than $135 million in securitized loans for an international lending client, secured by retail, warehouse, office and multifamily properties throughout the United States.
• Serving as court-appointed legal counsel for the official committee of unsecured creditors in the Evergreen Security Ltd. Case, one of the largest fraud cases in Florida history in which investors lost approximately $214 million.
• Counseling several banking and financial institutions on pursuing business method patents for their automated systems.
• Assisting a large international bank in enforcing its rights to a multimillion-dollar line of credit in a successive series of cases in state court, bankruptcy court and three federal district courts and in five subsequent appeals.
• Representing the owner of PPG Place, a significant office and retail project in downtown Pittsburgh, in a $175 million securitized refinancing involving both mortgage and mezzanine loan components.
• On behalf of an agent bank, handling an $83.3 million construction and term loan for a new office building in Washington, D.C.
• Serving as bond counsel to Citigroup Global Markets Inc. as the underwriter of a $216 million bond refunding deal for the A.B. Won Pat Guam International Airport.
• Working with a super-regional bank in a joint venture with Sister Mary Scullion's Project H.O.M.E. in the historic rehabilitation of Kate's Place, which created 144 units of affordable housing in Philadelphia.
• Obtaining a favorable private letter ruling from the IRS that reversed long-standing policy, allowing a spin-off of assets from a U.S. pension plan to a Puerto Rican plan with favorable tax consequences.

Our lawyers are experienced in meeting the needs of financial institution clients that operate as public companies. Areas of service include conversions, mergers and acquisitions, bank holding company activities and financial institution/corporate finance transactions. Involvement in regulatory activities in the public company realm, meanwhile, includes annual and periodic filings with the Securities and Exchange Commission, state securities commissions and banking regulators at the state and federal levels. The group works closely with other Buchanan practice areas to obtain the necessary level of support in the execution of regulatory matters.

Assisting financial institutions in problem situations is a particular section strength. Consequently, our attorneys, often in conjunction with the firm's litigation lawyers, are frequently called upon to help resolve issues of creditors' rights, lender liability, out-of-court workouts and bankruptcy proceedings. Again, our depth of experience is available to assist clients in assessing risk in these extremely fluid and complex situations.