Duane Morris LLP

Duane Morris advises financial institutions, capital markets participants and major borrowers on all aspects of complex financing structures and financial products. The firm's Corporate Finance Group is interdisciplinary, blending the documentation skills of finance attorneys with the industry knowledge of lawyers focusing their practices in such areas as energy, transportation, telecommunications, waste management, infrastructure, healthcare and emerging markets.

The Duane Morris Corporate Finance Group mirrors the complex financing structures and sophisticated financial products that dominate the current financial and capital marketplaces.

Financing Structures

Project Finance
Equipment Finance
Leveraged Finance
Asset-Based Finance
Synthetic Finance
Debtor-in-Possession Finance

Financial Products

Mezzanine/Private Equity/High Yield
Public/Private Debt Placement
Structured Finance Products
Derivative Products
Trade Finance

Lawyers experienced in developing these structures and products are teamed with industry-specific talent to deliver global capabilities for some of the most prevalent industries/sectors participating in today's financial and capital markets transactions including:

• Energy
• Aircraft and Surface Transportation
• Telecommunications
• Healthcare
• Natural Resources/Minerals
• Real Estate
• Environmental Management
• Insurance
  
• Housing and Construction
• Broker/Dealer
• Transportation Infrastructure
• Global/Emerging Markets

Financing Structures

The core services provided to regional, national and international financial institutions are built around the financing structures they develop and syndicate for their largest transactions. Certain financing structures are long-standing, traditional ones found in leveraged finance and asset-based finance transactions, while others are evolving, cutting-edge structures common to equipment, project, synthetic, and recently, debtor-in-possession (DIP) finance. Duane Morris attorneys analyze, document and organize a wide array of these financing structures and have acquired extensive experience to serve clients effectively.

The Project Finance Practice

The Project Finance Practice provides a full range of legal experience to successfully complete sophisticated, highly structured domestic and international project financings. Our lawyers have been active in project finance transactions for nearly three decades. Skilled documentation professionals are teamed with attorneys possessing industry-specific experience in energy, telecommunications, resources, environmental management, transportation infrastructure, healthcare and emerging markets. Together with the support of environmental, tax, public finance, real estate, securities and insurance lawyers, we deliver an integrated capability to financial institutions, sponsors, borrowers, agents, investors and underwriters.

In addition to traditional project finance models, Corporate Finance attorneys analyze, structure, negotiate and document a full array of project finance vehicles, off-balance sheet and limited recourse financing, leveraged lease and other structured equipment financing, industrial revenue bond financing, and build-own-operate/build-own-transfer (BOO/BOT) structures. Our attorneys often develop innovative project finance vehicles, such as lease-securitized tax-exempt bond financing and 144A debt offerings.

Duane Morris attorneys counsel clients engaging in a wide range of industrial and infrastructure projects, including power generation, waste management, water and mineral resources, air and surface transportation facilities, and other infrastructure projects, as well as telecommunications, healthcare and divergent industrial and manufacturing facilities worldwide.

The Equipment Finance Practice

Few areas of the finance practice have witnessed greater development than the equipment finance arena. Highly leveraged financing structures evolved from simple operating leases to become intricate tax and balance-sheet advantaged structures. The experience of Duane Morris attorneys has likewise evolved, enabling us to advise lenders, lessors, lessees, manufacturers, conduits and credit enhancement providers in debt financings, including secured and unsecured loans, pre-delivery financings and cross-border financings; lease financings, including single-investor leases, leveraged leases, tax benefit transfer agreements and sale-lease back transactions; synthetic leasing; and securitized leases. Our lawyers structure, negotiate and document financing of aircrafts, rolling stock, vehicles and other surface transportation equipment, consumer equipment, and farm, construction, industrial and office equipment on behalf of manufacturers, lenders/lessors, borrowers/lessees, distributors and end users.

The Leveraged Finance Practice

The cash flow sensitivity of leveraged finance transactions presents both opportunity and risk to financial institutions and other senior debt lenders providing necessary credit facilities for acquisitions, leveraged buyouts, recapitalizations, restructurings and refinancings. Attorneys in the Corporate Finance Group serve lenders and borrowers efficiently and effectively by utilizing a wide range of model loan documents crafted through decades of experience. Duane Morris loan documentation attorneys focus on short-turnaround documentation, coupled with the detailed legal due diligence necessary to protect the interests of our clients. Working with attorneys in our industry-specific practices, such as healthcare, broker-dealers insurance, real estate, energy, telecommunications, transportation equipment and infrastructure, the Corporate Finance Group delivers a broad range of skills to senior lender clients involved in leveraged financing transactions.

The Asset-Based Finance Practice

Thorough documentation, monitoring and financial reporting are crucial to successful asset-based or collateral-based financing. The Corporate Finance Group provides financial institutions in this market the experience necessary to successfully structure, negotiate, document and restructure asset-based finance transactions. The Corporate Finance attorneys at Duane Morris also deliver concise, definitive advice to asset-based lenders in the administration of complicated credit arrangements, including ever-present intercreditor and subordination issues.

The Synthetic Finance Practice

An increasing number of asset-rich clients have tapped their balance sheets to improve their financial performance and obtain liquidity for operations and investments. Attorneys in the Corporate Finance Group analyze and structure synthetic leases and "double dip" leases to provide tax-advantaged treatment, sale-leasebacks, lease-leasebacks and like-kind exchange of equipment, operational facilities and real estate. The firm's tax lawyers are an integral element in one of the most interdisciplinary practices of the Corporate Finance Group. Attorneys in the Corporate Finance Practice represent lenders/lessors/sellers and large institutional borrowers/lessees/buyers in synthetic finance transactions in the aircraft, rail, real estate, healthcare and industrial sectors, and structure economical, tax-advantaged financing alternatives for Duane Morris clients.

The Debtor-in-Possession Finance Practice

Bankruptcy filings provide a particular challenge to the Corporate Finance Group. Working closely with the Business Reorganization and Financial Restructuring Practice, the Corporate Finance Group directs our clients through the intricate courtroom proceedings involving First Day orders, cash collateral orders, creditor committee meetings and adversarial proceedings, as well as the documentary labyrinth necessary to structure a secure, successful DIP financing.

Duane Morris attorneys counsel lenders, creditors, trustees and sometimes debtors, in connection with reorganizations and DIP financings in the retail, transportation (infrastructure and equipment), power and industrial arenas.

Financial Products

The Duane Morris Corporate Finance Group provides services to investment banks and other capital markets participants that are built around the complex financial products developed and distributed by these institutions in the capital markets. These financial products include private equity and high yield debt, mezzanine financing, commercial paper, public and private debt instrument placement, structured finance products and derivative and risk hedging products. Duane Morris attorneys have represented capital markets participants since the inception of these innovative financial products and financing techniques, and continue to mold and adapt these products to the ever-changing needs and demands of the capital markets landscape.

The Mezzanine/Private Equity/High Yield Practice

Today's mega-sized acquisitions and buy-out transactions require multilayering of debt and equity investments. This investment-focused practice of the Corporate Finance Group offers in-depth experience at each stage of the development process, from "angel" investment for seed capital, through second and third equity raises and pre-public offering mezzanine lending and investment, to mature "club deal" private equity recapitalization, buyouts and leveraged acquisitions. Corporate Finance attorneys counsel venture capital and private equity firms, funds and investors in their investments and portfolio companies in their organizations, add-on acquisitions, roll-up programs, public and private equity offerings and debt placements.

The firm also represents the users of capital, representing a myriad of start-ups and mature companies in their negotiations with investors in connection with working capital, bridge and acquisition investments. Our attorneys often negotiate the unwinding of burdensome, preexisting investment structures. Recently, one of our attorneys successfully restructured the accelerated, outstanding "death spiral" preferred stock issued by a public company client, thereby rescuing a life-preserving merger with another public company.

High yield investments enable highly leveraged transactions by spreading credit risk with hybrid, noninvestment grade securities sold in the private or public markets. Our high yield practitioners counsel issuers, underwriters, placement agents, purchasers and advisors in the most involved high yield financing transactions. Our attorneys focus beyond traditional interest rate setting issues to structure and document redemption, covenant, market-influenced terms and other provisions that increasingly impact success or failure in the public or private markets.

The Public/Private Debt Placement Practice

Attorneys in the Corporate Finance Group are seasoned in working with issuers, underwriters and placement agents, as well as purchasers, in a wide array of debt instruments placed or sold in the private and public markets, including commercial paper, indentured notes, high yield debt, securitized instruments and debt conduit programs. The attorneys of the Corporate Finance Group have witnessed vast change in the complexity of these debt instruments and the manner in which they are sold. Our attorneys are knowledgeable in Rule 144, Regulation S, Securities Act, Investment Company Act, Uniform Commercial Code, insurance regulations and derivative regulatory issues arising from the public sale and private placement of debt securities. The attorneys in this practice work closely with our pension and insurance lawyers to serve insurance company clients in the purchase of debt securities for their portfolios and for mutual funds under management.

The Structured Finance Products Practice

The Corporate Finance Group provides the full range of legal experience necessary to structure, aggregate, sell and invest in the extremely complex world of structural finance products. Duane Morris attorneys counsel issuers, trustees, servicers, originators, underwriters, insurers, conduit entities and investors in transactions involving a full array of financial assets, including collateralized debt obligations, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, accounts receivable purchases, innovative collateralized loan obligations, and structured settlement and healthcare receivable programs, both nationally and internationally.

The Corporate Finance Group coordinates with Duane Morris attorneys focusing on environmental, tax, bankruptcy and regulatory law to successfully achieve bankruptcy remote entities, substantive nonconsolidation, true sale treatment and marketable products for the standard and nonstandard asset securitization industry.

The Derivative Products Practice

Banks, investment managers, funds, insurance, pension and other institutional investors utilize derivative products to hedge a broad range of market risks. These clients rely on Duane Morris to advise, structure and document private swaps, collars, options, currency forward purchase contracts, repurchase agreements and participation agreements, as well as synthetic securities and exchange-traded contracts, to hedge currency, commodity price and interest rate risks. Our clients increasingly require negotiation and documentation of customized agreements and industry standard dealer agreements in their hedging activities. The Corporate Finance Group works closely with attorneys in our pension, insurance, financial markets, tax and regulatory practices to deliver effective and efficient counsel.

The Trade Finance Practice

The international laws of commerce and international trade practices have become increasingly important concerns of our clients. Our lawyers have negotiated, drafted and analyzed a wide range of international trade finance documents and their concomitant reimbursement documents. We have litigated document provisions under the Uniform Commercial Code, the Uniform Customs and Practices Act, national laws and the rules and practices of international arbitral tribunals. Our lawyers advise financial institutions in the use of standby and commercial letters of credit, in the financing of domestic and international trade transactions and relationships, and in the use of letters of credit as credit enhancement instruments.

"In my discussions with Duane Morris leaders, they frequently speak about how diversity within their firm has enabled them to better serve their diverse clients. They understand that investing in diversity is a wise business decision that positions them for the marketplace of the future."

Don Liu
Senior VP, General Counsel & Corporate Secretary
Xerox Corporation

At Duane Morris, achieving diversity is paradoxical. By supporting and celebrating the differences of our attorneys - and the individual strengths that they bring - our firm culture expands, fostering creative solutions for our clients. But diversity at Duane Morris does not mean that we have a certain number of diverse attorneys; true diversity means that it is no longer noteworthy to see diverse lawyers leading our practice groups or managing client relationships. Ascending to positions of leadership and greater responsibility and providing the highest levels of client service is simply what is expected of all our lawyers. Diversity is another strong asset that adds to our collective abilities to meet the needs of our clients.

Our vision of diversity at Duane Morris is to realize an environment in which our lawyers' outstanding qualities are not just measured by ethnicity, race, gender and sexual orientation, but more importantly, that our lawyers are remarkable as excellent attorneys above all else. Only then can we celebrate our differences while focusing on the common pursuit of legal excellence which everyone shares at Duane Morris.

To reach this goal, Duane Morris understands that the familiar diversity strategies and policies that most law firms have are needed. Without demanding results from such policies, most law firms are bound to fail in even achieving numerical hiring and retention goals. Duane Morris has been proactive and ambitious in its efforts to improve diversity at the firm, and has set deadlines for reaching the milestones which mark our progress. To create a more diverse law firm, Duane Morris is:

• Committed to strategically increasing our diversity levels, which is currently at 10 percent.
• Bringing together our Diversity Committee and our Hiring and Retention Committee to raise diversity as an important factor in our hiring decisions.
• Dedicated to improving retention by building upon our monitoring and mentoring program for all diverse associates.

Combining new initiatives with our longstanding diversity efforts, Duane Morris has seen increasingly positive results. In the Minority Law Journal's annual diversity survey of the nation's largest 260 firms, Duane Morris continued to improve its regional and national ranking, rising to number 136 of all firms surveyed. Our strides in Philadelphia are encouraging; in a city known for both the racial diversity of its population and the lack thereof in its law firms, Duane Morris is one of only two law firms to exceed the national average of minority partners at all law firms. Additionally, Duane Morris leads all national law firms based in Philadelphia in the number of Latino partners. Nearly 30 percent of all of our attorneys are women, and more than 20 percent of our partners are women.

In our approach to diversity, progress in racial, gender and cultural diversity cannot be measured in numbers alone. Duane Morris has focused our diversity initiatives on both increasing the number of diverse associates and addressing the challenges diverse attorneys face in building lasting careers and rising to senior and leadership positions. While several of our key practice groups are led by diverse partners and female partners, Duane Morris endeavors to create a culture which will foster a deep pool of such attorneys who can then develop into the firm's future leaders. Duane Morris understands that simply hiring diverse associates will not change the diversity of the firm; Duane Morris is working to mentor and retain diverse associates so that our progress in racial, gender and cultural diversity is also reflected at the highest levels of leadership within the firm.

Our progress on gender diversity has been profound. We have no glass ceilings: women hold positions of leadership at all levels of management at the firm. Women lead a number of our key practice groups, including our Energy, Immigration and International practices, and serve on the firm's Executive Committee. The success of our female attorneys at Duane Morris has not gone unnoticed. Barbara Adams was chair of the firm's Finance Practice until her appointment by Pennsylvania Governor Edward Rendell to serve as General Counsel of the Commonwealth. In 2004, our longtime General Counsel, Gene E.K. Pratter, was approved by the United States Senate and is now a judge for the U.S. District Court for the Eastern District of Pennsylvania.

Our efforts to improve diversity extend beyond our firm's walls. The chair of our Diversity Committee, Nolan N. Atkinson, Jr., recognized the lack of diversity in Philadelphia's legal community and formed the Philadelphia Diversity Law Group. Nolan now serves as the chair of the organization, a consortium of 25 law firms and corporations that commits to employing at least one diverse first-year law student each as a summer associate. From this program, law students of diverse backgrounds gain access to what was once an exclusive legal community, and now have the opportunity to learn and develop their legal careers with experience at Philadelphia's top law firms.

In addition to our involvement in the Philadelphia area, Duane Morris has increased our presence at national conferences and events focused on diversity. We sponsor the Hispanic National Bar Association and its job fair. Duane Morris is also a longtime supporter and sponsor of the Equality Forum, a national gay and lesbian rights organization. Duane Morris continues to sponsor the Minority Corporate Counsel Association, and is active in other associations of diverse attorneys including: the Asian American Bar Association of the Delaware Valley; the Charles Houston Bar Association; Cuban Bar Association; Korean American Lawyers Association; National American Indian Housing Counsel and the National Bar Association.

The challenge of improving gender, ethnic and cultural diversity at Duane Morris is an ongoing effort that has the support of the entire firm. Duane Morris has been at the vanguard in supporting gender diversity throughout the firm beginning a generation ago. Our diversity programs are leading to similar success in improving racial and national origin diversity at Duane Morris. But even as we share these examples of Duane Morris attorneys and our involvement in numerous legal events, associations and programs for diversity, our hope is that such examples will no longer be necessary to mention in the future. We hope that through our efforts, and the efforts of other law firms, these stories become so common that they are no longer the remarkable accomplishments they are today, but simply routine aspects of the legal world tomorrow.