Cynthia C. Allner concentrates on the representation of financial institutions (such as Bank of America, N.A., JPMorgan Chase Bank, N.A., Manufacturers and Traders Trust Company and Wells Fargo Bank) in matters ranging from multi-national asset-based financings to cross-border acquisition financings, emerging market funds, trade finance, foreign debt trading and currency swaps, as well as all types of tax-effective and foreign exchange-driven transactions. She has extensive involvement with the government-subsidized finance programs offered by the Export-Import Bank of the United States and other finance and investment-related agencies of the federal and state governments. Cindy also does corporate finance and merger and acquisition work for many of the firm's business clients, both publicly traded and privately owned. She also has experience in the field of public finance, principally representing underwriters and financial institutions issuing credit enhancement for variable rate demand debt, and in hospital, health care and university financings.
Credentials
Baltimore Branch of the Federal Reserve Bank of Richmond: Board of Directors (2003-2008); Chairman (2007-2008)
Miles & Stockbridge P.C.: Board of Directors (1998-2000); Business Department, Co-Chairman (1997-1999); Recruitment Committee, Chairman (1995-1997; 2008-present)
TerraLex International Law Firm Network: Board of Directors (2003-present); Vice President, Marketing (2003-2006); Chairman, Meetings Committee (2007-2010); Chairman, Visiting Lawyers' Program (2010-present); Earned Distinguished Service Award (2006 & 2010)
Publications
"Reporting and Withholding Requirements under the Foreign Account Tax Compliance Act," Miles & Stockbridge News Brief (Co-Author) (December 2011).
"Methods of Payment, Letters of Credit and Insurance -- A Practical Guide," Maryland Institute for Continuing Professional Education of Lawyers, Inc (September 2005).
"ABL in Acquisition Finance," Asset-Based Lending Journal (Co-Author) (September 2005).
"Structuring Multi-National Asset-Based Financing Transactions -- A Practical Guide," Asset-Based Lending Journal (September 2003).
Representative Matters
The firm acted as counsel to Manufacturers and Traders Trust Company in connection with the extension of financing to a U.S.-based group of logistics companies secured in part by a pledge of shares in subsidiaries located in 12 countries in Europe, Asia, India, Australia and New Zealand. Additional financing was extended to permit the company to purchase a new headquarters building in the U.S.
The firm served as counsel to a publicly-traded English company in the sale of its print products business in which part of the purchase price consisted of take-back financing secured by assets in England, France and Germany. The seller loan was subordinated to bank financing.
Several of our partners collaborated to represent Bank of America, N.A. and a legacy bank, now part of PNC Bank, in financing the acquisition of a multi-national insulation manufacturing business. Direct loan facilities were extended in the U.K., France, Brazil and India.
The firm acted on behalf of Manufacturers and Traders Trust company in financing the strategic acquisition of a Dutch surveillance system manufacturing business by a U.S. publicly-traded company. A separate secured credit facility was established in The Netherlands. The transaction also involved assets in England and Spain.
We acted on behalf of JPMorgan Chase Bank and its affiliate, JPMorgan Europe Limited, on working capital lines to a US-based plastic bagging machine manufacturing company and its Belgian Subsidiary. The companies' assets were in England, The Netherlands and Brazil, which were also involved in the transaction. An EXIMBANK-Guaranteed working capital line of credit was also extended to the U.S. parent company for export sales.
We collaborated with counsel to a co-agent in establishing a multi-bank credit facility to a US-based manufacturer of electric cable, which involved direct financing to its subsidiaries in Mexico, Canada and Germany.
We represented JPMorgan Chase Bank, N.A. on the financing of a tender offer for a publicly traded U.S.-based company, which manufactures hydraulics and has subsidiaries in over 15 countries. The credit facilities included direct revolving loans and term loans to the target's U.K., German and Spanish subsidiaries which were denominated in Sterling or Euros and were secured by foreign subsidiary assets and collateral located in France and Korea. The lender also extended an EXIMBANK-Guaranteed Working Capital Line of Credit to the U.S. Parent to finance exports. A subordinated debt facility was extended by an affiliate of the lender and subordinated to the senior credit facilities. These credit facilities have been restructured on three occasions to accommodate financing for the borrower's acquisition two domestic businesses in related industries and a recent leveraged recapitalization.
The firm acted on behalf of JPMorgan Chase Bank, N.A. and BMO Harris Bank, N.A. in extending working capital and term loan financing to a U.S. manufacturer and providing direct credit to Chinese, Indian and English subsidiaries in local currency. This transaction involved the extension of financing by the first Chinese banking subsidiary established by a U.S.-based lender. These credit facilities have been restructured annually to accommodate the changing credit needs of the borrower and its foreign subsidiaries. Recently, one of the lenders extended term loan financing to finance the expansion of its Chinese subsidiary's manufacturing facility and the acquisition of a new line of manufacturing equipment.
Since the inception of the Working Capital Guarantee Program of the Export-Import Bank of the United States, the firm has represented lenders and borrowers to finance the export working capital requirements of U.S. Exporters. These transactions range from those related to specific transactions to general export sales; stand-alone financings to those integrated into complex credit arrangements; loans secured by overseas collateral meeting US Content requirements; and transactions under Ex-Im bank's Delegated Authority and Super Delegated Authority Programs. In 2011 alone, lawyers in our firm represented regional and international commercial bank lenders in new working capital financings totaling over $40,000,000.
We put together a set of term loan and working capital facilities to finance U.S. and export sales for a group of U.S.-based companies engaged in the sale and recycling of paper and wood pulp products. Wells Fargo (formerly Wachovia Bank) was the lender.
For over 30 years, we have represented lenders to buyers of U.S.-manufactured products, often using credit enhancement provided through guarantees and insurance products offered by the Export-Import Bank of the United States and private insurers. These transactions have involved buyers located in over 50 different countries, many of which represent emerging markets. Most of the loans are now structured as secured loans. Others involved intercreditor arrangements with other lenders, subordinated debt, real estate or equipment collateral, and some are unsecured obligations of private borrowers or sovereign governments. Examples include: 1) secured aircraft acquisition financings in Nigeria; 2) project financing for a housing complex in Qatar; 3) the purchase by a lender of debt instruments issued by a Russian company to a U.S. seller of gas compression equipment; 4) bank-to-bank financing in Africa, which was ultimately used to finance the purchase by Air Malawi of a US-manufactured airplane; 5) project financing for the acquisition of sport courts and other recreational facilities by the Government of the Dominican Republic; and 6) short-term financing of purchases of U.S. agricultural products and other commodities.
Over the past few years, senior lenders have seen a proliferation of the uses and types of structures in tiered debt financing. We have worked toward a variety of solutions in this evolving market, including 'Tranche B,' public senior and public subordinated debt and traditional mezzanine financing. ' Tranche B ' lenders each seem to have different approach to this product. Their willingness, however, to provide relatively large portions of acquisition financing at costs substantially below that of traditional mezzanine debt requires that senior lenders find a way to accommodate the Tranche B lenders. We have assisted senior creditors in evaluating the effects of having multiple tranche lenders 'inside' the credit agreement, including a $32,225,000 revolving credit and term facilities related to the acquisition of the assets of a manufacturer of highly-specialized electronic circuitry. We also acted as counsel to co-Lender in connection with $59,000,000 revolving credit and term loan facility to United States and Canadian Borrowers in the automotive parts supply business, with different tranches of the Lenders and with cross-border issues affecting those tranches. Second lien positions have become a common requirement of mezzanine lenders and sellers providing take-back financing. We help senior lenders assess the effect that the second lien will have on the timing and flexibility when it comes time for the senior lender to enforce. The intercreditor agreements were central points in the following transactions where we acted as counsel to a lender in connection with a $30,000,000 working capital, capital expenditure and term credit facilities to a company dealing in farm products and chemical fertilizer, with facilities in Wisconsin and Puerto Rico, and inventory locations in several additional US jurisdictions. Separate intercreditor agreements were negotiated with life insurance company lenders holding senior debt and a mezzanine lender. We also served as counsel to the lender in connection with $13,750,000 revolving credit, term loan and letter of credit facilities to a manufacturer of specialty electronic equipment for a transportation industry. This involved two tiers of mezzanine lending (one with warrants, one without), with very different views of the significance of their collateral. The intercreditor and subordination agreements were negotiated separately, with substantially different remedies for the creditors party to each agreement.
Our lawyers are capable of coordinating extremely complex and difficult transactions. When nine companies engaged in the automotive aftermarket services industry wanted to join forces and combine into one company that could provide a more complete array of services, we served as lead counsel in a transaction involving a combination of the companies through simultaneous asset sales, mergers and share exchange offers. The shares issued in the merger and acquisition transactions were publicly registered with the Securities and Exchange Commission on Form S-4. We also represented the parent company in connection with its initial public offering of common stock and a related corporate debt financing which closed at the same time as the combination transactions, in order to provide working capital and other financing for the combined company.