Troutman Sanders LLP

Economic Update: Summaries and insight on legal developments resulting from the unprecedented economic crisis and recovery are now available via the Troutman Sanders Economic Crisis Resource Center.

Financial markets are undergoing an unprecedented level of change. Tightening credit and increased levels of government regulation make for a very challenging market. Borrowers and Lenders need counsel expert in these markets to advise them as they negotiate their deals.

The Troutman Sanders Lending & Structured Finance Practice Group has more than 20 lawyers dedicated to representing lenders in all aspects of structuring, negotiating, documenting, closing, and working out loan, lease and other credit transactions. The Group’s lawyers regularly represent national and regional lenders and borrowers in a wide range of financing types and structures. Their extensive experience and depth of practice enables them to anticipate problems and to propose solutions tailored to the specific needs of the client and the transaction. This problem-solving approach enables clients to achieve their goals within the constraints imposed by the transaction.

The Practice Group

The lawyers in the Lending & Structured Finance Practice Group represent clients in a broad range of lending, leasing and financing transactions. The principal components of the Group’s practice are corporate lending, asset-based lending, government contract lending, equipment leasing, aircraft financing and borrower representation. The Group’s lawyers regularly represent clients in sophisticated financing transactions, including term and revolving credit loans, loans secured by real and personal property (including intellectual property), working capital and acquisition loans, corporate or cash flow loans, syndicated loans, single and multiple currency loans, asset-based loans, loans with warrant or equity co-investments, subordinated debt and mezzanine financing, loan restructurings and workouts, debtor-in-possession financing, equipment leasing, and aircraft financings of all types and structures.

The Group’s services include:

• Assisting clients in structuring proposed transactions, addressing matters such as corporate, tax and creditors’ rights issues.
• Preparing and negotiating financing commitment letters, term sheets and other preliminary documentation.
• Modifying and restructuring loan transactions, including complex workouts and debtor-in-possession financings.
• Enforcing the client’s rights and remedies under loan documents and assisting in the disposition of collateral, including foreclosures under the UCC and private sales of collateral.
• Preparing and negotiating transaction documents such as credit agreements, promissory notes, security agreements, pledge agreements, indemnity agreements, guaranties and legal opinions.
• Analyzing the nature of collateral to determine the steps necessary to perfect liens or security interests, preparing the necessary documentation for such perfection, and filing such documentation in the applicable public records.
• Assisting clients with legal issues associated with multi-national transactions, including collateral issues in foreign jurisdictions, including, the People’s Republic of China.
• Assisting clients with the syndication of credit facilities, including preparation and negotiation of assignment documentation, and responding to questions and comments from syndicate members.
• Preparing and negotiating intercreditor agreements and subordination agreements relating to multi-tiered financing transactions.
• Structuring, preparing and negotiating stock warrants, preferred stock purchase agreements and other documents associated with loan equity “kickers” or with venture capital investments.
• Conducting legal due diligence regarding the prospective borrower and working with clients to analyze the results of such due diligence.
• Assisting in loan administration following closing.

Representative Transactions

The Lending & Structured Finance Practice Group’s engagements include the following:

• Lead counsel to a major national bank, as agent, in a $200 million syndicated debtor-in-possession loan facility to an apparel retailer.
• Counsel to a public company in connection with a $900 million securitization facility.
• Lead counsel to a major national bank, as agent, in a $95 million syndicated loan facility to a major textile company (including a subsequent debtor-in-possession financing).
• Counsel to a public company in connection with the monetization of a $50 million promissory note by a bankruptcy remote subsidiary, and the pledge of the note to collateralize securities issued in a private placement.
• Lead counsel to a major national bank, as agent, in a $225 million secured syndicated credit facility to a coal company.
• Lead counsel to a public company that arranged and provided credit support for a $200 million loan to a foreign subsidiary by a foreign bank. Credit support included guaranties, letters of credit, put and call arrangements and consideration of international tax issues.
• Lead counsel to a major national bank, as agent, in syndicated asset-based credit facilities in the trucking, tobacco, paper, medical products, jewelry, apparel and other industries.
• Lead counsel to a major energy company in a project finance facility to enable the company to emerge from bankruptcy.
• Lead counsel to a finance company, as agent, in numerous syndicated loan facilities involving “roll-up” transactions.
• Counsel to a manufacturer and distributor of farm equipment in a syndicated $350 million multi-currency acquisition financing secured by assets in the U.S., Canada, England, Germany and the Netherlands.
• Lead counsel to U.S. lenders in numerous multi-national secured financing transactions.
• Lead counsel to a major broadcasting company in the negotiation of the first leveraged lease of satellite transponders utilizing foreign sales corporation tax benefits.
• Lead counsel to a major national bank, as agent, in a $205 million syndicated government-guaranteed loan facility to a steel company.
• Counsel to a public company in connection with its sale of commercial paper secured by a direct-pay letter of credit, and in connection with the supporting $350 million credit facility that secured a syndicate of banks' reimbursement obligations to the issuing bank.
• Lead counsel to lenders in connection with numerous loans to software companies.
• Lead counsel to a subsidiary of a major foreign bank in connection with acquisition financing of a temporary employee company.
• Lead counsel to a small business investment corporation subsidiary of a major foreign bank in connection with the debt and equity financing for the acquisition of a restaurant chain.
• Lead counsel to a large banking company in the negotiation of a $500 million syndicated loan facility.
• Lead counsel to a large media company in the negotiation of a securitization of advertising and cable receivables.

The Group has significant experience working out troubled assets on sophisticated transactions. A significant number of transactions documented and closed by the Group’s attorneys involve the lender’s receiving an equity kicker in the form of stock warrants or other equity interests. The Group’s attorneys are experienced in structuring these types of transactions and in addressing the issues that are raised by them.

Please call for more information on the scope of the Firm’s services, particularly as they relate to your industry. Troutman Sanders is ready, willing and able to help you and your company achieve your goals.

Troutman Sanders embraces diversity as a cornerstone of our future. It means, in part, a commitment by all of our attorneys and all other personnel to a shared vision and the establishment of a workplace environment that is fully inclusive. The Firm values diversity in that it enables the Firm both to take full advantage of the knowledge and talents of a multicultural team in order to meet and exceed individual and business goals and client expectations, and to meet the Firm’s obligation to provide the broadest possible range of opportunities to the members of the communities served by the Firm.

Troutman Sanders defines diversity as an environment of inclusion, in which race, color, religion, sex, age, sexual orientation, gender identity, national origin, citizenship, disability, background and social and ethnic group differences are accepted and valued, and all members of the Firm can contribute to their fullest potential to achieve the Firm’s business goals.

Troutman Sanders supports many initiatives that foster an inclusive environment and help all its personnel balance commitments to clients and family:

Domestic Partnership Benefits

Troutman Sanders offers domestic partnership insurance benefits and has a longstanding policy against discrimination on the basis of sexual orientation.

Women’s Forum

The Troutman Sanders Women’s Forum is a framework to increase the visibility of our women lawyers and their accomplishments, provide expanded professional and business development opportunities, and provide a supportive environment for the continued recruitment, promotion and retention of women lawyers firm-wide.

Moms' Group

The Moms' Group at Troutman Sanders includes both full and part-time women lawyers with children of all ages and provides the opportunity to discuss issues of common concern among a support network such as part-time employment options with the firm and child-care providers.

Charitable Giving

The firm allocates a significant amount of its annual charitable, diversity, and civic contributions budget toward nonprofit organizations and bar associations with a diverse constituency or whose mission directly influences the issue of diversity.  These organizations include the Latin American Association, National Association of Chinese Americans, Stonewall Bar Association , Georgia Hispanic Chamber,  National Asian Pacific American Bar Association (NAPABA), National Association of Women Lawyers (NAWL), Equality Virginia,  Stakeholders, Inc., Puerto Rican Legal Defense and Education Fund, Mexican American Legal Defense and Education Fund (MALDEF), YWCA, HRNEW, The Urban League, and Catalyst, Inc.

Recruiting

Troutman Sanders proactively recruits a diverse team of lawyers by visiting law school campuses and participating in minority job fairs, including the Lavender Law Job Fair, Southeast Minority Job Fair, Mid-Atlantic BLSA Minority Job Fair and Virginia Bar Association Minority Job Fair.  The firm also sponsors a variety of associations that connect minority law students to internships and job opportunities in the legal industry. 

Ongoing efforts to promote and foster an inclusive environment are lead by the Troutman Sanders Diversity Committee. Its primary goals are to implement the firm’s philosophy on diversity, ensure a welcoming workplace for all personnel, and make an impact on the community through charitable giving and pro bono service.

Members of the Diversity Committee are:

Sallie A. Daniel, Chief Diversity Officer
Ronald R. Ross, Chairperson **
Pamela S. Belleman ** 
Robert L. Bourguignon **
Julie L. Burgener **
Albert C. Hwang **
Molly F. James **
Jennifer Mathis **
Joseph M. Parker **
John M. Ramirez **
E. Fitzgerald Veira **
Sonia K. Bain
Sandra L. Brown
Michael D. Hobbs, Jr.
Roscoe C. Howard, Jr.
Prashant K. Khetan
M. Kevin McCusty
George L. Scruggs
Rebecca W. Shanlever
Wendelin W. Silliman
Anthony F. Troy
Jerome Walker
Farah S. Ahmed * 
Meredith N. Baron *
George G. Booker *
Alonso J. Cisneros *
Tameka M. Collier *
Sara H. Doran *
Kaleen Serena Ford *
Becki F. Kieffer *
Adam S. Libove *
Christina M. Lucio *
Nora Garcia Nickel *
Tashwanda C. Pinchback *
S. Kaveh E. Rashidi-Yazd *
Jimmy R. Rock *
Tania S. Sebastian *
Ashante Latanya Smith *
Matt J. Sperling *
Juliet G. Sy * 
Whitney S. Waldenberg *

* Elected by Associates
** Office Committee Chair