Clients rely on Sullivan's Finance Group for representation and advice in all aspects of sophisticated debt financing. Ranging from the term sheet/commitment phase through documentation to closing, as well as the workout and restructuring of credits and implementation of appropriate lender rights upon default, our broad experience enables us to represent clients efficiently and effectively in diverse transactions, including:

• Syndicated and single lender
• Secured and unsecured
• Senior
• Subordinated
• Multi-tranche
• Trade finance
• Export/import receivables financing
• Letter of credit facilities
• Forfaiting
• Trade credit insurance

An important part of our representation of clients is working with the providers of the various classes of capital in a financing. This experience allows us to anticipate and effectively negotiate intercreditor issues within and between classes and to implement appropriate intercreditor rights in defaulted transactions.

Our Finance attorneys are also members of Sullivan's International, Securitization, Tax, Real Estate and Bankruptcy & Restructuring Groups. The strong ties between these practices facilitate efficient structuring of transactions for our finance clients.

Clients

U.S. and  international  banks  and  non-bank institutional lenders seek our advice and representation in all kinds of domestic and cross-border debt, trade finance and credit enhancement transactions for a wide range of industries. We also represent both dealers and end-users in derivative transactions and are actively involved in the negotiation of International Swaps and Derivatives Association (ISDA) documentation (including collateral support annexes and other related collateral), as well as advising on swap regulatory issues under Dodd-Frank.

Getting to Next: Case Studies

Restructuring trade receivables securitizations to address changes in accounting treatment

Challenge

New accounting guidance effective in 2018 would have reduced operating cash flows for certain companies which securitize their receivables.

Getting to Next

Several companies asked our banking client who was financing their receivables to propose alternative securitization structures to minimize or eliminate this reduction. We helped the bank develop restructuring proposals which offered their corporate customers options which achieved the desired accounting goal but preserved the credit enhancement desired by the bank.

Our team included Duncan O’Brien, George Lindsay and Alex Notopoulos on corporate issues and Doug Stransky on tax matters.

Results

Different companies selected different solutions proposed by our client. We helped the parties work out the details of each solution and document the agreed resolutions, allowing the financings to remain in place but the negative accounting effects to be eliminated or minimized.

Accolades

• Sullivan's Finance Group was nationally ranked in the 2019 U.S. News – Best Lawyers "Best Law Firms" rankings.

Representative Client Work

Bank Client Transactions

• The agent bank in a $500 million syndicated multi-currency revolving credit and letter of credit facility to an international manufacturer and distributor of consumer products
• The asset-based lending division of a major bank holding company as agent bank in a $200 million syndicated secured revolving credit facility, and an associated $4.3 million bridge loan, to a lease financing company
• The sole bank lender in a $150 million pre-export financing for a foreign based borrower
• The sole bank lender in a $75 million unsecured term loan to a foreign joint venture supported by a guaranty from the U.S. parent of one of the co-venturers
• The administrative and collateral agent for the senior secured debtor-in-possession financing facility in the Chapter 11 proceedings of a pulp and paper manufacturer, a U.S. borrower, in connection with its $650 million syndicated multi-currency credit agreement
• A U.K. bank in a $300 million facility to a non-bank lender, with collateral in the United States, Chile, Luxembourg, England and France

Non-Bank Client Transactions

• A public records storage company in connection with the negotiation and closing of its $1.5 billion secured, syndicated revolving credit facility
• A private investment vehicle in connection with the negotiation and documentation of its $500 million revolving credit facility, secured by hedge fund collateral
• A senior housing real estate investment trust in connection with the negotiation and closing of its $513 million Fannie Mae mortgage financing
• Various office, hospitality and senior housing real estate investment trusts in connection with the negotiation and closing of their syndicated revolving credit and term loan facilities, with aggregate commitments totaling more than $4 billion
• Private firms in connection with aircraft acquisition financings, including both whole aircraft and undivided fractional interests in aircraft under the NetJets and Bombardier Flexjet fractional interest programs