Finance
The lawyers of DLA Piper have extensive experience representing banks, finance companies, private equity funds, insurance companies, and other institutional lenders and investors in a wide variety of financing transactions, including leveraged loans, asset-based financings, venture debt, hybrid loans, acquisition financings, mezzanine and “second-lien” debt, real estate loans, ESOP loans, public and 144A debt financings, including high-yield and convertible debt, and restructurings.
Lending and Related Practices
Our Finance practice is designed to provide the firm’s institutional lender clients with personalized service while drawing upon the resources of a large law firm. Our extensive secured lending experience, together with a commitment to being responsive and economical, permits our core objectives to provide quality and value to be achieved.
Our lawyers have represented lenders in literally thousands of financings involving a wide range of businesses and industries, including manufacturing, distribution, retailing, franchising, high-technology, bio-technology and life sciences, pharmaceuticals, telecom, wireless telephony, software, semiconductor, computer hardware, real estate development, factoring, materials processing, health care, and transportation. Because of the insights we gain by being involved in these varied businesses, we can provide practical industry-specific advice to lenders. We approach our representation of lenders with a pragmatic transactional focus, considering the business as well as the legal aspects of each financing.
In representing our institutional and fund-based lender clients, we use a flexible, multi-disciplinary team approach for each transaction. This permits us to represent lenders in any size or type of transaction cost-efficiently. The team assembled for any transaction is governed primarily by the nature of the borrower’s business and the structure of the financing. To provide the best possible service to the firm’s lender clients, a Finance partner always actively leads each team and is assisted by other partners, associates, and paralegals. The team leader serves as liaison with the firm’s lender clients to ensure efficient management of the transaction. Lawyers practicing in areas such as environmental law, ERISA, intellectual property, real estate, international trade, labor, tax, bankruptcy, securities, mergers and acquisitions, and bank regulatory law are utilized on an as-needed basis. With the support of DLA Piper’s 100 finance lawyers located throughout Europe and Asia, we are particularly well-suited to find solutions for cross-border financing transactions.
We routinely represent institutional lenders in diverse financing structures, including the following:
Senior Asset-Based Financings
Many of our clients provide senior asset-based loans, either separately or as part of a multiple tranche loan facility. Because of our extensive experience in this area, we are fully familiar with the various legal and operational issues that asset-based lending presents, whether in the context of an acquisition financing or a working capital facility for an established business. We understand the legal and operational aspects of various levels of asset monitoring and borrowing base formulas. We represent institutional lenders in both single lender facilities and multiple lender agented financings.
Syndicated Credit Facilities
We are experienced representing lenders in syndicated credit facilities, including both senior secured, as well as subordinated, and unsecured, credit facilities. Most frequently, we represent the agent in these financings. We are familiar with variations in structure and approach presented by these types of financings.
Mezzanine Financings
The firm’s Finance lawyers have represented various types of financial institutions, venture capital funds and pension funds in subordinated debt financings, many that have involved sophisticated equity components in the form of warrants, preferred stock, and other equity equivalents. We are actively involved in structuring, drafting, and negotiating the equity features and subordination provisions that are critical to mezzanine financings. Our experience in representing lenders and borrowers in senior debt transactions allows us to understand the concerns of all parties to a transaction with multiple layers of debt and equity.
Multiple Tranche Facilities
Credit facilities provided by the firm’s lender clients frequently involve multiple tranches of debt provided under either a unified agented structure or a series of independent facilities. We routinely represent lenders providing “one-stop financing,” as well as lenders providing a discrete tranche of debt, and are experienced in the various voting, intercreditor, and subordination issues these types of loan facilities present.
Loan Participations and Assignments
We often represent financial institutions in the sale or purchase of loan participations and assignments in par/near par and distressed debt trading. Because the relative rights of the lender and participant/assignee can vary widely depending on the circumstances of the participation or assignment, our experience provides a significant benefit for our financial institution clients in structuring and implementing the purchase or sale of a loan participation or assignment.
Debtor-in-Possession Financing
The Finance practice group has extensive national experience representing both lenders and debtors in bankruptcy, as well as in loan workouts and restructurings. Uniquely combining commercial, real estate, intellectual property, tax, ERISA, environmental, bankruptcy, and other practices, the Finance group is strategically positioned to offer both pre- and post-bankruptcy planning and analysis that effectively addresses client concerns and goals while addressing the demands of competing constituencies.
Transportation Finance
We have one of the largest transportation equipment finance practices in the country, covering railroad cars, airplanes, and vessels, and our clients include equipment leasing companies, railroads, banks, airlines, debt participants, and equipment manufacturers. We also have a broad range of bankruptcy, related experience in the transportation sector, including acting as counsel to The Pittsburgh & Lake Erie Railroad in the first liquidation of a major U.S. railroad outside of a bankruptcy proceeding. We played major roles in the bankruptcies and restructurings of transportation companies, including acting as counsel to former Illinois Governor Richard B. Ogilvie, the Trustee of The Milwaukee Road, counsel to the secured creditors in the Chicago South Shore and Chicago, Missouri and Western bankruptcies, counsel to the first mortgage bondholders in the Rock Island bankruptcy and counsel to certain creditors and risk participants in major airline bankruptcies.
Early Stage/Venture-Backed Company Financings
Drawing on the firm's connections with the venture capital community and our presence in all major technology centers throughout the United States, we have a practice devoted to representing institutional lenders, fund-based lenders, venture capitalists, and borrowers in debt financings for early-stage and venture-backed technology and life sciences companies throughout the country.
Capital Call Bridge Facilities
Our representation of banks and other lenders, as well as venture capital and private equity funds, in capital call bridge facilities showcases our firm's extensive knowledge and representation of these funds and their sponsors in fund formation and portfolio investment, acquisition, and disposition transactions.
Financial Restructuring & Bankruptcy
Our Financial Restructuring and Bankruptcy team approaches every problem in a creative, practical, and economical way. We often represent debtors in possession and official creditors committees in Chapter 11 cases. We also have in-depth experience in other aspects of bankruptcy proceedings, representing lenders and other major constituents in Chapter 11 and 7 bankruptcies, loan workouts, debt and out-of court restructurings, creditors’ rights issues, debtor-in-possession financing, and non-bankruptcy alternatives such as assignments for the benefit of creditors and receiverships. We have extensive experience representing purchasers of assets in bankruptcy, and our lawyers serve as trustees and counsel to trustees and examiners in many large bankruptcies throughout the United States.
Our bankruptcy attorneys have knowledge and experience practicing in bankruptcy courts throughout the nation. Our lawyers are experienced in the requisite blend of commercial litigation, general business law, finance and bankruptcy, real estate, and franchise law and we work closely with Litigation, Corporate and Securities, Tax, and Real Estate Finance groups. We are actively involved in both the local and national bankruptcy communities and participate as speakers and authors on a myriad of topics.
Given the firm’s strengths in business litigation, corporate, real estate, and franchising, our bankruptcy team has tremendous business experience, having counseled developers, lenders, and franchisors through innumerable workouts, restructurings, and liquidations. Our experience in debtor/creditor litigation also includes major lender liability cases, fraudulent conveyance, and preference litigation.
Real Estate Capital Markets
Our Real Estate Capital Markets group offers clients practical and innovative solutions for their evolving real estate capital markets needs, including legal services relating to real estate private equity funds, REITs, and complex joint ventures.
Our real estate capital markets team uses an interdisciplinary approach to serve the wide-ranging needs of our clients both domestically and overseas. Many of our lawyers possess in-depth experience in related legal disciplines that include corporate finance; securities regulation; leasing; federal, state, local and international taxation; and employee benefits and ERISA. Further, as part of the world’s leading commercial real estate practice, our clients benefit from the experience of more than 550 real estate attorneys worldwide.
Real Estate Private Equity
Real estate private equity funds represent an integral component of our real estate capital markets practice, encompassing the corporate and securities, tax, ERISA, ’40 Act, and real estate disciplines. Attorneys in this group are uniquely familiar with the cutting-edge industry best practices designed to maximize general partner flexibility and minimize risk and cost. They are well-versed in the structuring and formation of real estate private equity funds, including those adopting a private REIT structure. A significant aspect of this representation involves the formation and structuring of the internal general partner ownership vehicle in a tax-efficient manner in order to maximize after-tax incentive payments to sponsors, their owners, and for sponsors (whether internal or a joint venture between service providers and a GP investor), and their employees. Our lawyers also are familiar with joint ventures between real estate funds and their operating partners. We have structured hundreds of these operating partnerships with the leading funds and developers and routinely structure contributions of major properties to funds, REITs, UPREIT, and UP-C structures without current tax.
We offer partnership and fund diagnostic services designed to spot key best practices that need to be added to existing deals and prior funds to better protect general partners and investors in the areas of tax (including UBIT minimization, capital gain maximization, REIT compliance and blockers), business process, liability exculpation, self-help remedies, data access for reports, amendment authority, and early warning systems.
In addition to extensive U.S.-based real estate fund work, we represent fund sponsors with the structuring and formation of funds investing in markets throughout Europe and Asia. We also represent a number of funds in connection with co-investments, acquisitions, joint ventures, dispositions, leasing, environmental, development, and financing transactions.
Our fund representation includes all real estate investment strategies in both business strategy and asset type. We represent core, value-added and opportunity funds, as well as property sector-specific funds, mezzanine loan funds, real estate securities hedge funds, and funds that focus on structured finance products. We also represent a substantial number of institutional investors in connection with their fund investments, including insurance companies, ERISA and government pension plans, REITs, financial institutions, investment banking firms, endowments, and public and private universities.
Joint Venture Transactions
A major aspect of our real estate capital markets practice involves real estate joint venture transactions. We have structured, negotiated, and documented joint venture transactions from single asset ventures and portfolio ventures to closed end funds or ventures between two or more sponsor/venture partners with additional equity investors joining the venture over time. We also have substantial experience in structuring joint ventures to form sponsors of real estate funds. Our clients in the joint venture arena are private equity funds, public and private REITs, tax-exempt organizations, other institutional investors, and major developers. We have experience in joint ventures formed to act as sponsors in private equity funds and real estate funds. We also have extensive experience with virtually every asset class of real estate joint venture in both development and investment transactions. Several of our recent transactions have involved real estate joint ventures in foreign jurisdictions where we have represented private equity funds and public REITs with both portfolio acquisition and development joint ventures. Our U.S. offices, as well as our European and Asian real estate groups, have also represented a number of non-U.S. entities in connection with real estate joint ventures across Europe and Asia.
Public and Private REITs and Real Estate Operating Companies
Our tax practitioners are familiar with leading industry best practices and are nationally recognized for their knowledge on REIT taxation, including the use of operating partnerships in UPREIT structures, long-term incentive plan (LTIP) units, and the pension-held REIT rules. Since the early 1990s, our lawyers have played a significant role in advising publicly traded REITs, private REITs, and real estate operating and finance companies at all stages of their life cycles, from REIT formation, roll-up transactions, and initial public offerings to secondary debt and equity offerings, OP unit and downREIT transactions, complex acquisition and financing transactions, and M&A transactions. We have represented clients in all sectors of the REIT industry, including the office, industrial, multi-family, mortgage, and hospitality sectors. We have handled some of the most unusual and complex REIT-related transactions, including the first merger of two publicly traded UPREITs. We have represented the largest publicly held REITs in the U.S. in joint venture transactions to acquire interests in European real estate. We routinely handle sophisticated UPREIT and UP-C contribution transactions where current tax is avoided (despite monetization).
We also represent a number of real estate owner/operators, tax-exempt institutional investors, foreign investors, and private equity funds in private REIT transactions. We represent a number of Germany’s largest open-end real estate funds with the structuring and formation of private REIT transactions. We have experience and knowledge using private REITs as part of the organizational structure of private equity funds to minimize taxes for tax-exempt investors, foreign investors, and fund sponsors. We represent owner/operators with “incubator” transactions involving the formation of private REITs that intend to pursue a “going public” exit strategy.
We represent many underwriters with publicly registered REIT debt and equity offerings. Our REIT lawyers have served as underwriters’ counsel for numerous IPOs and have been designated as primary underwriters’ counsel for offerings by many other REITs.
Our tax attorneys have broad experience in REIT tax compliance issues and are adept at structuring REIT roll up, UPREIT, and downREIT property contributions to REITs in a tax-efficient manner. Our tax attorneys also work closely with our nationally recognized Government Affairs group on legislative matters affecting REITs and is actively involved in the trade organizations that are instrumental in formulating REIT tax legislative and regulatory proposals such as the National Association of Real Estate Investment Trusts, the Real Estate Roundtable, and the Association of Foreign Investors in Real Estate. We also have substantial experience in dealing with employee benefit and ERISA plan asset issues arising in connection with public and private REIT transactions.
Publicly Registered Non-Listed REITs
We have an extensive practice in the formation of “non-listed” REITs (REITs that issue securities registered with the SEC and applicable state agencies, but do not trade on a stock exchange). We act as primary securities and tax counsel for some of the nation’s largest non-listed REITs. Members of our real estate capital markets team have extensive experience dealing with the often rigorous securities registration process at both the federal and state levels. As a result of our extensive network of clients, we enjoy good working relationships with a great majority of the state blue sky examiners, and we understand issues that are important to state examiners. We also advise a number of non-listed REITs on the securities and federal tax aspects of their tenancy-in-common (“TIC”) programs.
ERISA Services
We have specific experience in the application of ERISA’s plan assets regulation to real estate transactions and real estate funds. We counsel fund managers on whether portfolio transactions qualify as good investments for a “venture capital operating company” or a “real estate operating company,” as those terms are used in the regulation.
We frequently deal with employee benefit and executive compensation issues that arise with joint ventures, mergers and acquisitions, initial public offerings, and other corporate transactions. We perform due diligence on employee benefit matters and review employee benefit provisions in transaction documents. We counsel sellers on the most appropriate disposition of their existing benefit plans, often involving plan mergers and spin-offs, and we work with buyers in transitioning employees of the acquired entity into new employee benefits. We also advise borrowers and lenders on the employee benefit-related provisions of loan documents.
Insurance & Reinsurance
Our Insurance and Reinsurance practice group provides legal services in a broad range of regulatory, transactional, and litigation matters. We practice on the leading edge of every facet of insurance and reinsurance law, in both business matters and disputes.
Among our clients are insurers, reinsurers, self-insurance groups, retrocessionaires, intermediaries, government officials (both regulators and receivers), banks, and trade organizations. They bring us their most significant and complex problems throughout the U.S. and abroad, from structuring, negotiating, and closing sophisticated transactions to litigating complex coverage and commercial issues. Our attorneys have postgraduate insurance training, degrees, or business experience, including service as in-house or general counsel, and they serve on the boards of directors for leading sureties, insurers, reinsurers, banks, intermediaries, and risk managers.
Our transactional and regulatory experience enables us to focus a discerning eye on litigation matters, while our extensive litigation and receivership experience enables us to anticipate problems and assist clients in avoiding them. We use our broad knowledge to resolve issues in their early stages while avoiding litigation and preserving valuable business relationships. Insurers have shown their confidence in us by retaining us to represent them in arbitrated or litigated disputes with other carriers and sureties; in overseeing their active coverage cases; and in representing them in antitrust, errors and omissions, unfair trade practices and other noncoverage commercial litigation. They also rely on us to assist them in developing new insurance products. Our transactional and regulatory experience helps our clients to compete in the rapidly evolving marketplace.
The firm’s Insurance and Reinsurance lawyers are experienced in teamwork, uniting with attorneys from other practice groups within the firm to find solutions for our clients. We regularly work with our Real Estate practice group, ranked as the leading practice in the world, and have assisted every category of party involved in real estate deals. We have resolved numerous coverage disputes concerning major exposures, including environmental, directors and officers, and other important areas. We also work closely with our firm’s Government Affairs and Legislative practice group, one of the country’s largest and most diverse.
Transactional and General Corporate
Our lawyers are experienced in insurance company operations, compliance, mergers, acquisitions, divestitures, and reorganizations. We have structured transactions (including those in which insurance, reinsurance, and derivative arrangements are used to manage financial risks), negotiated and drafted agreements, prepared Form A materials, advised on human resources, information technology, and product integration, and evaluated the securities and tax law implications of many transactions, including deconsolidations.
Litigation and Coverage
We regularly lead and manage sophisticated high-exposure insurance and reinsurance disputes for market-leading national and international insurers, involving nearly every class and line of insurance. We have handled matters in every U.S. jurisdiction before all forms of tribunals, involving the full range of commercial and personal lines disputes. We make sophisticated use of alternative dispute resolution methods to serve our clients’ overall goals.
Regulatory
We regularly advise insurers, reinsurers, producers, intermediaries, and insurance-related entities on all aspects of state, federal, and international insurance and reinsurance regulation and requirements.
E-Commerce
Our Insurance and Reinsurance attorneys work closely with the firm’s Intellectual Property and Information Technology group to ensure that our clients can transact business lawfully and with the fullest protection available. Our experience includes restructuring reinsurance trading exchanges; ensuring regulatory compliance for distributing insurance products over the Internet; establishing and designing web pages for the transaction of the insurance business; designing and drafting terms of coverage sold on line; and establishing procedures for the on-line filing and administration of claims and on-line administration of insurer receiverships.
Health Insurance/Managed Care
Members of our Health Insurance/Managed Care practice provide counsel to health insurers, HMOs, and preferred provider organizations in a broad array of matters, including the purchase of HMOs, forming HMOs, management companies, and their corporate parents.
New Products
Our lawyers have particular knowledge of new products law. Clients frequently call on us to assist in drafting new policy wordings and in modifying existing policy forms.
Reinsurance
We regularly advise reinsurers, cedents, intermediaries and intermediary managers, and trade organizations on state, federal, and international reinsurance dispute resolution, transactions, and regulation. Our experience includes the creation and licensure of reinsurers, relationships with and between intermediaries, structuring reinsurance programs for holding company systems, mergers, acquisitions and divestitures of reinsurers, and product development and receivership.
Troubled Companies and Receiverships
We have extensive experience and have earned an international reputation in the administration of troubled insurance companies and domiciliary and ancillary insurer receiverships, extending from termination of coverage relationships and recovery of collateral through the issuance of a cease-and-desist order to closure of the estate. Our experience spans the full spectrum of admitted and unadmitted domestic, foreign and alien property/casualty and life, accident and health insurance primary and reinsurance companies, HMOs, and other risk transfer entities.
Project Finance
Having represented commercial banks, investment banks, private equity funds, insurance companies, multilateral financing organizations, export credit agencies, joint ventures, contractors, developers, sponsors, trustees, and sovereigns in a wide variety of infrastructure, privatization, and project-related matters, our attorneys possess significant experience in structuring transactions to address the complex and occasionally conflicting goals of transaction and business venture participants. We have successfully completed complex infrastructure and project-related financings and privatization transactions on every continent outside of Antarctica.
We have substantial experience with government agency, export credit agency, and multilateral institution financing programs, including those administered by the Export-Import Bank of the United States, the Overseas Private Investment Corporation, the U.S. Agency for International Development, the U.S. Department of Agriculture, the International Monetary Fund, the World Bank Group, the Inter-American Development Bank, the U.S. Trade and Development Agency, the Asian Development Bank, the Commonwealth Development Corporation, and the U.S. Maritime Administration.
We are experienced in developing innovative capital raising structures using cutting-edge securitization products, as well as equipment trust certificates in equipment financings and securitized Ex-Im Bank support structures. We have broad experience advising on transactions financed in the Rule 144A/Reg. S markets, which are significant sources of capital for infrastructure financings. We also have significant experience in financings involving specialized infrastructure, private equity, and venture capital funds providing senior, junior, and mezzanine tranches of debt, as well as preferred equity and common equity funding at all stages of a project’s development.
Energy & Power
In the energy and power area, we have more than 25 years of experience in the buying and selling of existing infrastructure assets as well as the siting, developing, permitting, and financing of cogeneration, simple-cycle, and other generating facilities fueled by natural gas, coal, petroleum and petroleum byproducts, renewables, hydro, biomass, waste, and geothermal resources. We have played leading roles in the development and financing of several of the trendsetting merchant power and renewable energy transactions financed in U.S. and Latin America. Our power-related experience also extends to the development and financing of transmission lines, substations, and other ancillary power equipment and facilities. In the oil and gas sector, our attorneys have represented governments, sponsors, and investors in numerous large and complex projects in high-political-risk venues, including the privatization of oil and gas enterprises, the construction of cross-border pipelines, and the negotiation of take-or-pay contracts and gas and oil production agreements.
We represented a major utility in connection with the transfer of more than $1 billion of its gas-fired generating facilities to 22 foreign banks in lieu of a bankruptcy proceeding, representing the largest ever transfer of regulated utility assets to secured creditors.
Telecommunications
In telecommunications, our attorneys have been at the forefront of several precedent-setting transactions that have furthered the development of fiber optic and broadband system architecture, the expansion of satellite and wireless communications networks, and the convergence of the Internet and broadcast media.
Water & Waste-Water
Our attorneys have advised clients on water and waste-water treatment and pollution control facilities, mines and mining equipment, drilling platforms, material handling equipment, manufacturing facilities, chemical and industrial plants, vessels, ports, airports, toll roads, tunnels, bridges, resource recovery facilities, sports, tourism and entertainment facilities, and industrial development projects. In the area of sports facilities finance, we have had major financing roles in the construction of five NFL facilities. We have been equally active in the new stadiums and arenas constructed for major league baseball and the NBA. Our experience includes privatization through asset sales, new construction, concession mandates, management contracts, and stock sales. We are also well versed in build-own-transfer, build-lease-transfer, and similar structures.
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