Representative Experience
Comprehensive Finance, Derivatives, Securities and Transactional Practice
Larry concentrates on corporate, finance, banking, derivatives and securities matters (including swaps, loan trades, securitizations and workouts), healthcare acquisition and financing, sports business, internet and technology, mergers, acquisitions and dispositions, complex legal opinions, and other business law matters.
Loans, derivatives, structured debt, workouts and other finance transactions have included: (a) revolving credit, line of credit, term, construction, project, mortgage and demand loans, as well as bankers acceptance and letter of credit facilities, both secured and unsecured, with interest and currency options of all varieties; (b) agented, syndicated and multi-bank loans, loan participations, and the purchase and sale of interests in new and existing facilities (including distressed debt) utilizing LSTA and other lending forms as well as custom documents; (c) interest rate swaps, caps, collars and other hedges, as well as foreign currency, credit default, equity, energy and commodity swaps, options, forwards and other derivatives, using ISDA and EFET forms as well as custom documentation; (d) sophisticated and unique banking transactions and programs, including those involving the special needs and assets of entrepreneurs, corporate principals and other private banking customers; (e) indentures, bonds, debentures and notes in public and private financings, including industrial development, housing authority and energy company bonds, and their issuance, modification, prepayment and defeasance; (f) subordinated indebtedness (including senior and mezzanine), both secured and unsecured, often involving complex layers of priority and "waterfalls" of payments and proceeds; (g) convertible notes, debentures, preferred stock and other instruments, options, warrants, and other equity participations, generally coupled with registration rights and often involving puts and calls and other enhancements; (h) securitizations and other off-balance sheet financing, including leases, consignments, the purchase and sale of receivables and the creation of asset-backed securities; and (i) workouts and asset recovery, both negotiated and judicial, including default and remedy counseling, documentation audits, comprehensive restructurings of obligations and collateral, and new collateralizations of and other credit enhancement and support for previously unsecured or under-secured facilities.
Represents banks and other financiers, as well as borrowers of all kinds, in structuring, negotiating and documenting: (i) facilities secured by receivables, inventory, intellectual property, real estate and other assets, often involving more unusual collateral such as art, movies, franchises, wine, ships and aircraft; (ii) loans to healthcare facility owners and operators, including those secured (to the greatest extent possible) by Medicare, Medicaid and other healthcare receivables; (iii) facilities for various professional leagues and teams in the sports industry, including acquisition financings and refinancings, utilizing broadcast contracts, assessment powers, league franchises and other tangible and intangible assets as security (we co-authored the basis for the current form of NFL approval letter and were the first to help structure league-wide financings for the NFL and MLB); (iv) leveraged investment programs for the partners of private investment companies, secured by fund interests and designed for ease of multiple future advances and amendments; (v) financings for the broadcast, cable and motion picture industries, secured by every conceivable type of asset and property, including trademarks, copyrights, licenses and franchises; (vi) credit facilities to the banking and securities industry, including commercial paper backstop (liquidity) facilities for bank holding companies and others and loans to brokers, mutual fund investment advisers and others, in which collateral packages and rights also are subjected to regulatory scrutiny; (vii) loans involving foreign subsidiaries or assets, ESOPs, private banking customers and others requiring income, withholding or estate tax or tax treaty expertise and coordination; and (viii) the issuance of letters of credit for credit enhancement and security, as well as for import/export- facilities.
Corporate transactions have included representation of public companies in the preparation of their offering statements, annual and quarterly reports, proxy statements and other filings with the Securities and Exchange Commission and Nasdaq, the analysis and preparation or updating of their corporate governance by-laws, charters and other documents and policies, providing advice to their boards of directors and audit, compensation, governance and other committees, the structuring, preparation and registration of their stock option, purchase and other benefit plans, and the analysis and negotiation of their directors and officers insurance coverage, and public and private companies in the structuring, negotiation and documentation of their mergers and material acquisitions and dispositions, the formation and documentation of their new subsidiaries and joint ventures, the structuring, negotiation and documentation of their asset based, cash flow or other borrowings, the analysis, preparation and updating of their forms, and the preparation or review and negotiation of their material contracts.
Publications
"Legal Opinions in Commercial Finance Transactions", Chapter 17, Commercial Loan Documentation Guide, Matthew Bender & Company, Inc.
"Legal Opinions on Security Interests Under Article 9 of the Uniform Commercial Code: An Overview", Chapter 27, Commercial Finance Guide, Matthew Bender & Company, Inc.
Quoted in the March 17 article "City lures big wallets for ballpark -- High-yield, tax free bonds the talk of the financial world." The article, featured in the San Diego Tribune, reviews the financing of a new ballpark for California sports teams.
Quoted in The Star Ledger's March 16 article, [N.J.] "Governor rethinks arena funding -- Weighs using state-backed bonds, which could expose taxpayers to risk." Commented on how state-backed bonds would attract investors and other lenders.
Other Distinctions
Selected as a Super Lawyer by Law & Politics (2006) for Securities & Corporate Finance excellence.
Work Experience
Partner, Troutman Sanders LLP, New York, New York, 2005-present
Partner, Jenkens & Gilchrist Parker Chapin LLP, New York, New York, 2001-2004
Partner, Parker Chapin LLP (f/k/a Parker Chapin Flattau & Klimpl LLP), New York, New York, 1985-2000
Associate, Trubin Sillcocks Edelman & Knapp, New York, New York, 1977-1984
News Anchor and Capital Correspondent, WITL-AM&FM, Lansing, Michigan, 1972-1973
Air Personality, WGRD-AM&FM, Grand Rapids, Michigan, 1970-1971
Memberships
· American Bar Association
· New York State Bar Association
· Sports Lawyers Association