Practice Areas & Industries: Sutherland Asbill & Brennan LLP

 




Capital Markets & Investments Return to Practice Areas & Industries

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Practice/Industry Group Overview

To achieve long-term growth, businesses need access to the capital markets. Sutherland offers the scope and experience to open all the right doors.

Access to capital may be the single most important factor in the growth of any business, from the largest Fortune 500 companies to the smallest private businesses. Knowing when to access the markets, how to seize and structure growth opportunities, and how best to work within the evolving regulatory environment can all be significant challenges. Sutherland attorneys advise clients on how to succeed in unpredictable capital markets through innovative structures and transactions. In 2012 alone, we were involved in nearly $10 billion in capital transactions for our clients.

Our focus encompasses all areas that touch on the capital markets, including corporate structuring and negotiations, mergers and acquisitions, public finance, securities registration, disclosure, tax, financing arrangements, use of derivatives and regulatory compliance. Along with our intimate grasp of the legal issues inherent in finance transactions, we strive to understand our clients’ objectives and the business issues underlying these objectives. Before we provide counsel, we truly listen to our clients to learn and understand their short- and long-term goals, and then work collaboratively across the firm with our clients to find creative and practical solutions. Through our seasoned team of regulatory lawyers, we proactively monitor changes in the law and regulations, as well as the interpretive guidance from regulators, to ensure our clients have the benefit of the most up-to-date thinking.

Financing deals often involve a number of different players, each with their own objectives and concerns. Our fundamental approach is to work with all parties in each transaction, including underwriters and their counsel, institutional investors, rating agencies, third-party diligence firms, regulators, trustees and other related parties to get the deal done for our client.

Why Sutherland
Range. Our attorneys use all of the financing alternatives in today’s market and understand the regulatory obligations involved with each, including common and preferred equity capital; debt capital, including retail notes, convertible debt, private placements, and public bond offerings; the structure and use of derivatives; structured finance vehicles including collateralized loan obligations (CLOs) and collateralized debt obligations (CDOs); public finance; tax-exempt bonds; structured products; real estate investment trusts (REITs); commercial mortgage-backed securities (CMBS); and non-traded vehicles, including REITs and BDCs.

Industry leaders. Our attorneys actively participate in the organizations involved with capital markets, including the International Swaps and Derivatives Association, Inc. (ISDA), Futures Industry Association (FIA), Emerging Markets Trade Association (EMTA), Loan & Syndicated Trading Association (LSTA), Investment Program Association (IPA), the Real Estate Investment Securities Association (REISA), the Investment Company Institute (ICI), Securities Industry & Financial Markets Association (SIFMA) and sections of the American Bar Association.

Bench strength. When our clients need it, our financial services attorneys call on a large number of colleagues who practice in the areas of tax, securities, real estate, private capital, intellectual property, and environmental matters.

Exceptional service. A national ranking organization has said of our firm’s capital markets team: “A universally excellent service and great job on the regulatory side. Very good use of associates at very attractive rates.” – Chambers USA 2012

Relationships with regulators. Our attorneys routinely work, and have excellent relationships with, regulators around the country, including at the SEC, FINRA, CFTC, IRS and state securities departments.

Team approach. We know that in order for complex finance transactions to proceed smoothly, each group must work together. We take a collaborative approach and can fill whatever role the client needs, whether that involves assuming a leadership position or assisting in the background.

Responsiveness. We know that finance deals often involve intense time pressures and that many transactions will not be completed until every “i” is dotted and every “t” is crossed. We pride ourselves on our dealmaking attitude and ability to work expeditiously to make sure we beat, not just meet, deadlines.

Nuts and Bolts
Sutherland addresses the entire spectrum of capital markets activities, including:

  • Investment Companies including BDCs, SBICs, ETFs and closed-end funds 
    • Fund formation and structuring
    • Secured and unsecured debt financing transactions
    • Equity capital transactions
    • Structuring and documentation of derivatives
    • Due diligence
    • Blue sky clearance
    • Regulation, compliance and disclosure
    • Strategic alliances
    • Mergers and acquisitions
    • Reorganizations
    • Portfolio transactions
    • Tax planning
    • Adviser and sub-adviser arrangements
    • Distribution arrangements
  • Derivatives 
    • Use policies, oversight and controls
    • Negotiating trading documents
    • Tax
    • Financial disclosure
    • Structuring new products
    • Settlement, close-out and valuation
    • Bankruptcy, restructuring and insolvency
    • Regulatory issues and investigations
    • Dispute resolution and investigation
  • REITs 
    • Tax structuring
    • Entity structuring and formation
    • Real estate portfolio transactions
  • Real Estate Finance 
    •  Mortgage lending
    • Equity investments
    • Mortgage loan servicing and special servicing arrangements
    • Portfolio loan servicing
    • Tax planning
  • Public Finance 
    •  General obligation
    • Water and wastewater
    • Airport
    • Recreation
    • Hospital and industrial development revenue bonds

Take Action
Sutherland’s nationally recognized capital markets practice works with clients to access capital effectively and to structure transactions in compliance with an ever-changing regulatory framework.

Selected Experience
Sutherland advises on $500 million convertible debt offering for Ares Capital.
We serve as regulatory counsel to Ares Capital Corporation. We worked to ensure Ares Capital was one of the first BDCs to issue convertible debt, providing a flexible financing solution.

Sutherland advises on financing transactions in connection with IPO.
In connection with our client's IPO, Sutherland advised Stellus Capital Investment Corporation on its bridge financing arrangement prior to the completion of the IPO and negotiated a credit facility immediately following the transaction.


 
 
Articles Authored by Lawyers at this office:

The Division of Investment Management Clarifies Certain Positions Regarding the Applicability of Rules 3-09 and 4-08(g) of Regulation S-X to BDCs
Steven B. Boehm,Cynthia M. Krus,John J. Mahon,Harry S. Pangas, October 25, 2013
The U.S. Securities and Exchange Commission (“SEC”) Division of Investment Management recently published written guidance (see link below) on rules that require that certain financial information be included pertaining to unconsolidated subsidiaries to portfolio companies of business...

Payment Processors as CFPB "Chokepoints"
Keith J. Barnett,B. Knox Dobbins,Robert J. Pile,Marc A. Rawls,Lewis S. Wiener, October 11, 2013
This is how senior officials at the Consumer Financial Protection Bureau (CFPB or the Bureau) referred to payment processor Meracord, LLC and its owner and CEO upon the October 3, 2013 announcement of a consent judgment imposing a $1.376 million joint and several civil money penalty. The penalty,...

CFTC Issues No-Action Relief and Interpretive Guidance Related to SEFs
James M. Cain,Jacob Dweck,Daphne G. Frydman,Catherine M. Krupka,David T. McIndoe, October 03, 2013
As the date for compliance with swap execution facility (SEF) registration requirements approached, the Commodity Futures Trading Commission (the CFTC or Commission) issued a number of no-action letters and interpretive guidance regarding the obligations of market participants, intermediaries,...

The SEC Issues Formal Guidance Involving Financial Information Requirements for Certain Portfolio Companies of BDCs
Steven B. Boehm,Cynthia M. Krus,John J. Mahon,Harry S. Pangas, October 03, 2013
The U.S. Securities and Exchange Commission (SEC) Division of Investment Management recently published formal guidance (see link below) applying rules that require the inclusion of certain financial information on unconsolidated subsidiaries to portfolio companies of business development companies...