Thomas C. Mellor

Tom’s experience includes leveraged transactions, acquisition financings, project financings, securitization transactions, and restructuring transactions. Tom also has considerable experience in certain alternative asset classes, including litigation funding and venture debt.

In partnership with the Loan Syndications and Trading Association (LSTA), the Loan Market Association (LMA), and the Asia Pacific Loan Market Association (APLMA), Tom serves as the contributing editor of The International Comparative Legal Guide to Lending and Secured Finance, published by Global Legal Group (2012–2021).

Leveraged and Acquisition Finance. Tom and his team represent banks and private credit providers in complex leveraged financings, including acquisition financings, recapitalizations, complex asset-based financings, and special situation financings. Tom and his team have deep experience in first lien, second lien, mezzanine and first-out/last-out financings, and related intercreditor arrangements, working with clients in many cases to develop innovative structures and solutions.

Latin American Finance. Tom has deep experience representing lenders in a wide variety of finance transactions in Latin America, from unsecured bilateral lending transactions to more complex secured acquisition financings, securitizations, project financings, and capital markets transactions. Tom serves as co-chair of the firm’s Latin America practice.

Litigation Funding. Tom represents leading litigation funders in structuring and negotiating innovative financing solutions for the litigation funding market, both in the United States and globally. Tom has negotiated over 100 litigation funding transactions over the last 10 years. Given his breadth of experience in this sector, Tom has a unique perspective on the benefits and risks of litigation funding for investors and funded parties, the issues that commonly arise in negotiation of these transactions (including economics) and what types of opportunities will be the most attractive to investors.

Venture Debt. Tom and his team represent a number of venture debt providers, are well-versed in the issues that arise in venture debt transactions, and have developed template venture debt documentation for a number of venture debt clients.

Restructuring Transactions. Tom and his team have deep experience in financial restructurings in the United States and globally (and Latin America in particular). Tom and the team are highly sought-after problem solvers for troubled situations that require creative solutions and outcomes.

Japanese Syndicated Lending. Working closely with the Morgan Lewis Tokyo office, Tom represents a number of Japanese banks that have arranged Yen-denominated cross-border syndicated loans (so-called “Samurai loans”) for non-Japanese borrowers.

Project Finance, Structured Finance, and Hybrid Transactions. Tom has experience representing lenders on a variety of project financings, especially project financings in the telecoms, renewables, and natural resources areas in the United States and Latin America. Tom works closely with the market-leading Morgan Lewis structured finance team on structured finance and securitization-hybrid transactions in Latin America.

Nonprofit Financings. Tom works closely with the firm’s leading tax-exempt organizations practice and has negotiated credit facilities for a number of the worlds’ leading foundations and cultural institutions.

Leveraged and Acquisition Finance

• Bank of America as arranger and agent in $600 million of acquisition facilities for Focus Financial
• Bank of America as arranger and agent in approximately $700 million in global facilities for OSI, the global food company
• Ares Capital in a $600 million financing for a provider of kidney dialysis services

Latin American Finance

• ING as arranger and administrative agent in the $75 million acquisition financing of Metrotel, the Argentine telecoms company
• An international bank in providing a $2.5 billion working capital facility to Petrobras, the Brazilian state oil company
• An international bank in developing a template loan agreement for Brazilian corporate borrowers; negotiated and closed over 50 lending transactions with Brazilian corporate borrowers

Litigation Funding

• A number of leading litigation funders in over 100 litigation funding matters, including funding parties in the United States, Mexico, Uruguay, Hong Kong, Singapore, Canada, the United Kingdom, Germany, and Italy
• Three of the leading litigation funders in the global litigation funding market in the preparation of template litigation funding documentation
• A client in the negotiation of a limited-recourse litigation funding arrangement with a global litigation funder; the litigation resulted in a recovery in excess of $200 million for the client

Venture Debt

• A venture debt provider as arranger and lender in a $100 million venture debt transaction with a Romanian robotics software company
• A venture debt lender in negotiating and closing a $50 million syndicated loan facility to a global apartment rental company that provides short-term leases of curated apartments to travelers abroad
• Two venture debt funds active in the global venture debt market in preparing template litigation funding documentation

Restructuring Transactions

• Holders of approximately $150 million in debt certificates backed by the lease of the prison facility to the Government of Barbados in an out-of-court restructuring
• Bondholders of the Fertinitro project in Venezuela after nationalization of the project by the Venezuelan government and subsequent negotiated tender offer with PDVSA
• Bondholders of the Petrozuata project in Venezuela after nationalization of the project by the Venezuelan government and subsequent negotiated tender offer with PDVSA (Latin Lawyer Restructuring Deal of the Year)

Project Finance, Structured Finance and Hybrid Transactions

• Debt providers to the Regulus project, located in Kern County, California (named North American Renewables Deal of the Year by Infrastructure Journal and Project Finance Magazine), with permanent debt provided by Prudential and Santander and the tax equity provided by Google
• A group of international lenders in a Colombian Peso-denominated hybrid secured loan/securitization transaction of up to $150 million through a Colombian trust established by Bayport Colombia S.A.
• A Middle Eastern sovereign wealth fund in the negotiation of a $150 million convertible debt transaction used in the acquisition of an electric car company

Japanese Syndicated Lending

• A Japanese bank as arranger and administrative agent in the $90 million/Y30.7 billion samurai loan transaction for a global agricultural company, syndicated to investors in the Japanese lending market
• A Japanese bank as arranger and administrative agent in the $110 million/Y40 billion samurai loan transaction for a company, syndicated to investors in the Japanese lending market
• A Japanese bank as arranger and agent in a Y15 billion loan transaction (under Japanese law) for a technology company syndicated to banks in the Japanese lending market

Nonprofit Financings

• A leading global foundation in the negotiation of $500 million in working capital facilities
• A leading global foundation in the negotiation of a $200 million revolving credit facilities
• A leading cultural institution in a variety of bilateral lines of credit

Community Service and Pro Bono

• Bailey House: Tom has served on the Board of Directors (including Treasurer and Board Chair) of Bailey House, a provider of housing and supportive services for people living with HIV/AIDS and other chronic illness in New York City
• National Desert Storm War Memorial: Tom currently serves as pro bono counsel to the National Desert Storm and Desert Shield War Memorial