Practice/Industry Group Overview
Sutherland attorneys develop creative, customized approaches for their clients in all types of financing transactions.
There is rarely a single option when financing a transaction. At Sutherland, we cut through the confusion to find the best possible solution for our clients. We act as both 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 a financing transaction 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 attorneys 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 and varieties of financing transactions, and our practice is active in many industries, including energy, financial services, timber and forest products, natural resources, real estate and telecommunications. We advise clients on transactions throughout the United States and around the world. Our financing structures include secured and unsecured credit facilities, 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 attorneys so that we understand 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. Such transactions range from accounts receivable, inventory and equipment based facilities, and real estate term loans to more complex credit facilities involving senior and subordinate lenders, revolving and term loan facilities, letters of credit, currency exchange and bankers’ acceptance facilities, detailed financial and performance covenants and equity participation features.
- Leveraged buyouts, acquisition finance and recapitalizations
- We assist clients with structures that range from asset acquisitions to more complex stock and asset acquisitions, and redemptions and exchanges involving multi-tiered public and private debt and equity structures. We analyze and advise lenders on the ramifications of acquisition agreement provisions, on negotiating indemnification and subordination provisions with sellers, and on negotiating subordination agreements with other third-party lenders. We structure leveraged buyouts (LBOs), dividend recapitalization and recapitalization financings in creative ways to minimize bankruptcy, insolvency and other risks sometimes 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, currency options and documentation of intricate performance criteria and other restrictions.
- Private finance
- Our attorneys advise on creative financing structures involving issuance of common and preferred stock, subordinated debt, convertible preferred stock, convertible subordinated debt, mezzanine finance and unitranche debt.
- Real estate finance
- We represent lenders, investors, owners and developers in navigating the unique requirements associated with financing real estate projects, and have specifically advised on the financing of a wide variety of real estate projects, including office buildings, apartment projects, shopping centers and hotels.
- Structured finance
- We represent sponsors and investment managers in asset securitization and collateralized loan obligation (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, interlender settlement provisions and 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, including (among others) intercreditor agreements providing for collateral sharing and priority arrangements.
- Workouts, pre-bankruptcy planning and enforcement of remedies
- Along with attorneys who focus on bankruptcy, our financing practice provides advice and documentation related to lender exit strategies. We anticipate and manage the issues involved with troubled credits, both those internal to an institutional lender and those arising in dealings 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 a financing transaction, we provide a full range of services along with creative, practical solutions. We can work as an extension of in-house legal departments, as retained corporate counsel, co-counsel, or in whatever capacity a client may need.
Sutherland advises on LBO and recapitalization finance transactions for leading textile manufacturer.
Our attorneys participated in a series of five separate leveraged buyout loans and six subsequent refinancings, leading to the creation of a now highly successful, publicly held textile manufacturer.
Sutherland counsels electric generation co-op in multiuse credit facility, combining traditional finance and public finance practices.
Sutherland represented Oglethorpe Power Corp., a Georgia electric generation cooperative, in a $150 million multiuse credit facility with JP Morgan Chase Bank. As part of the transaction, the bank 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 including a $189.8 million term loan A, a $7,957,578.88 term loan B and a $50 million revolving loan. Approximately $150 million of the term loan A proceeds were used to finance the acquisition of cable television systems and other assets from various subsidiaries of two holding companies.