Practice/Industry Group Overview
Sutherland attorneys develop creative, customized approaches for their clients in all types of financing transactions.
In financing, there is rarely a single option. At Sutherland, we cut through the confusion to find the best solution for each specific matter. We act both as legal advisers and strategic business partners. We listen to our clients to understand their challenges, concerns and objectives, and in the end, find and structure the right financing to meet their goals.
Sutherland represents domestic and foreign corporations, commercial banks, commercial finance companies, insurance companies, business development companies and other institutional investors in a broad range of financing transactions. We are sensitive to balancing adequate staffing against cost-effective matter administration. Our experienced lawyers not only deal with the legal issues that arise, but also manage for the most efficient transactions.
Sutherland’s attorneys are familiar with all facets of finance, and our practice is active in many industries, particularly energy, financial services, timber and forest products, natural resources, real estate and telecommunications. We close transactions throughout the United States and around the world. We work with secured and unsecured financing, securitization and structured finance, public finance, trade finance, equipment leasing, project finance and derivatives.
Long-term relationships. We take pride in our decades-long relationships with many clients, and on providing clients with consistent service with a trusted, familiar team.
Deep tax knowledge. Our strong Tax practice supports the Finance team, providing counsel that is often critical to a successful financing arrangement.
Collaborative approach. Our attorneys focus on getting deals done and work efficiently with all the parties involved for the benefit of our clients.
Ongoing education. We conduct extensive and ongoing in-house training for our lawyers so we understand the emerging trends and evolving regulatory changes that will affect our clients.
Nuts and Bolts
- Commercial finance/asset-based lending
- We represent commercial finance companies and commercial finance and special lending units of major commercial banks in structuring, negotiating and documenting all types of secured loan transactions. These range from simple accounts receivable and inventory revolving credit lines and equipment and real estate term loans to complex credit facilities involving multiple lenders and borrowers, intricate borrowing formulae, multiple rate options, combined revolving and term loan features, letter of credit and bankers’ acceptance facilities, cross-collateralization, detailed financial and performance covenants and equity participation features.
- Leveraged buyouts, acquisition finance and recapitalizations
- We assist clients with structures that range from relatively simple asset acquisitions to complex stock acquisitions, redemptions and exchanges involving multi-tiered public and private debt and equity structures. We know how to analyze and advise lenders on the ramifications of acquisition agreement provisions, negotiating indemnification and subordination provisions with sellers and subordination agreements with third-party lenders. We structure LBOs, dividend recapitalization and recapitalization financings in creative ways to minimize bankruptcy, insolvency and other risks inherent in these arrangements.
- Unsecured lending
- In addition to our secured lending practice, we represent commercial banks, insurance companies and other institutional lenders in unsecured loan transactions involving single and multiple borrower and lender structures, single and multiple interest rate options, currency options and requiring documentation of intricate performance criteria and restrictions.
- Private finance
- Our attorneys advise on creative financing options such as structures involving common and preferred stock, subordinated debt, convertible preferred stock, convertible subordinated debt, mezzanine finance, unitranche debt and many other financing options.
- Real estate finance
- We represent lenders, investors, owners and developers in financing all types of real estate projects, including office buildings, apartment projects, shopping centers and hotels, and understand the unique requirements associated with financing real property.
- Structured finance
- We represent sponsors and investment managers in asset securitization and CLO transactions with a particular emphasis on securitization of investment portfolios.
- Project finance
- We counsel lenders, underwriters and borrowers in structuring single project financing transactions involving, among others, utility systems, solid waste disposal facilities, health care facilities and co-generation facilities.
- Insurance finance
- Our team draws upon diverse experience in insurance, reinsurance, securities offerings, M&A, lending, distribution, corporate governance, derivatives, securitizations, commodities, funds, product design, tax (local, state, federal and international) and other essential areas. We also represent life insurance companies in XXX and AXXX transactions and in issuances of securities backed by funding agreements and other forms of guaranteed investment contracts.
- We represent both agents and participating lenders in large secured and unsecured syndicated credit facilities. We negotiate provisions to protect both groups, such as agency provisions, inter lender settlement provisions and letter of credit participation mechanisms.
- Letters of credit
- We are thoroughly familiar with the law of letters of credit and the use of documentary letters of credit in trade transactions, as well as the employment of standby letters of credit as credit enhancements to public and private debt issues and in other circumstances.
- Intercreditor arrangements
- We negotiate and document complex intercreditor relationships between holders of senior and subordinated debt, as well as those providing for collateral sharing and priorities and similar arrangements.
- Workouts, pre-bankruptcy planning and enforcement of remedies
- Along with attorneys who focus on bankruptcy, our financing practice provides advice and documentation around all lender exit strategies. We anticipate and manage the issues involved with troubled credits, both those internal to an institutional lender and those arising in dealing with the borrower. We represent clients in real and personal property foreclosures and enforcing remedies and rights for creditors in and outside of bankruptcy.
When clients are involved in financing, we provide the full range of services and creative, practical solutions. We can work as an extension of legal departments, as retained corporate counsel, co-counsel, or in whatever capacity clients need us.
Sutherland advises on LBO and recapitalization finance transactions for leading textile manufacturer.
Sutherland advised on multiple LBO loans and refinancings that resulted in creating a publicly held textile manufacturer.
Sutherland counsels electric generation co-op in multiuse credit facility, combining traditional finance and public finance practices.
Sutherland represented a Georgia electric generation cooperative in a $150 million multiuse credit facility. As part of the transaction, the lender issued letters of credit as credit enhancement for $112 million of tax-exempt pollution control revenue bonds.
Sutherland participates in syndicated deal worth nearly $200 million.
Sutherland represented CoBank as the administrative agent, co-lead arranger and a lender of a syndicated loan where a mid-Atlantic telecommunications holding company entered into a senior secured credit facility that included three separate loans (A, B and C respectively). Approximately 70% of the term loan A proceeds were used to finance the acquisition of cable television systems and other assets.