Elysha M. Carouge represents financial institutions in commercial and real estate finance, public finance and trade finance transactions. Elysha regularly assists with international asset-based lending and acquisition financing.
During the summer of 2008, Elysha was a summer associate at Miles & Stockbridge.
Credentials
Association for Corporate Growth: Member of the ACG Maryland Deal of the Year Committee
Publications
"MSRB Expands Underwriter Responsibilities: Amendments to Rule G-32, " Miles & Stockbridge Client Alert (Co-Author) (February 17, 2011).
Representative Matters
· 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.
· 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.
(Also at Easton Office)