Transactional Finance

Our team represents equity sponsors and senior, first-lien, mezzanine, and second-lien lenders in acquisition and recapitalization financings involving a range of US domestic and international industries. We work efficiently and in a market-sensitive way to assess and mitigate risks, clearly document transactions, and effectively negotiate terms. We are particularly strong in the middle market, where our corporate practitioners represent both lenders and equity sponsors. Additionally, our experience includes financing provided directly to private equity and venture funds.

Our asset-based lending team represents a number of the largest US and global financial institutions across industries and around the world. We advise our clients in deals ranging from bilateral loans to syndicated credit facilities, tailoring transactions to meet our clients’ objectives and provide strategic, actionable solutions customized to market conditions particular to a business or industry. In distressed situations, we have extensive experience in out-of-court restructurings, workouts, bankruptcy filings, debtor-in-possession and bankruptcy exit financings, going-out-of-business and other asset sales, receiverships, and associated litigation.

Clients benefit from our team’s vast experience representing lenders in transactions involving collateral and borrower business operations in many jurisdictions. With teams across the United States, Asia, Europe, and the Middle East, our global reach—in combination with our network of local counsel—allows us to provide swift, targeted advice in deals with cross-border or multijurisdictional aspects.

We help our clients navigate a broad spectrum of complex challenges and structures, including the following:

• Subordinated, split collateral, and high-yield debt (either through intercreditor or unitranche structures)
• Traditional and specialized collateral
• Recurring revenue and credit support structures
• First-in, last-out (FILO) advances and other tiered tranches
• Bridge and multicurrency facilities
• Debtor-in-possession (DIP) and restructurings
• Staple and acquisition financings
• Dividend and other recapitalizations

From initial loan documentation through payoff, we advise on:

• Structuring borrowing bases
• Establishing reserves and ineligibles
• Evaluating field exams and appraisals
• Creating and developing contingency plans and exit strategies
• Going-out-of-business and other remedial asset sales

Our team has closed transactions for clients doing business in an array of industries, including entertainment and media, logistics, adtech, software, distribution, financial services, healthcare, retail, hospitality, energy, maritime, sports, manufacturing, government contracting, defense, aerospace, agriculture, viniculture, food and beverage, grocery, and technology.

Institutional investors, mezzanine funds, hedge funds, and business development companies regularly turn to us for guidance with second-lien loans and mezzanine investments, including warrants, preferred stock, and other equity instruments. We know the market and are recognized for our experience in structuring and documenting subordination provisions, covenants, remedies, liquidity rights, and antidilution protections.

Our team represents institutional investors in the domestic and cross-border private placement markets. We advise institutional purchasers, including insurance companies and asset managers, on US and non-US secured and unsecured debt securities in transactions involving complex corporate ownership structures, payment provisions, covenant structures, intercreditor arrangements, and credit support from affiliated and third-party entities. We also represent indenture and collateral trustees in these matters. With an extensive global reach, we have closed transactions with issuers and obligors in more than 25 countries and our team includes more than 35 lawyers in New York, Hartford, Boston, Houston, Los Angeles, and London.

Our deep understanding of institutional private placement transactions in both conventional and complex contexts guides our advice to investors on the following:

• Agented and direct institutional private placements, particularly in project and infrastructure, sports, real estate investment trusts (REITs), educational institutions, and public housing financings
• Cross-border transactions
• Mezzanine/private equity investments
• Restructurings
• Private-public partnerships
• Amendments and modifications to existing transactions
• Direct lender financings

We have closed transactions for institutional investors in an array of industries, including energy, infrastructure, maritime, aviation, entertainment and media, logistics, distribution, financial services, healthcare, education, retail, hospitality, sports, manufacturing, government contracting, defense, aerospace, agriculture, food and beverage, grocery, and technology. 

Our work with high-profile US restructurings and Chapter 11 cases gives us significant insight in assisting lenders that provide DIP financing. Our background encompasses flexible loan arrangements secured by a wide variety of assets, and we advise DIP lenders regarding priority, exposure, collateral, cash monitoring, and asset valuation. Informed by our bankruptcy and asset-based lending experience, our lawyers can assess and implement DIP strategies that are more likely to succeed, and avoid those that could fail.

Morgan Lewis represents some of the world’s leading financial institutions and institutional investors across the United States and around the globe. This experience, combined with our top-tier project finance capabilities, allows us to advance our clients’ business interests in a broad array of energy and infrastructure matters in virtually every industry sector. With a confidence grounded in years of representing parties on every side of the table, our lawyers provide lender clients with strategic, actionable advice based on business-focused approaches.

Our lawyers guide clients through some of the world’s most complex and significant project development financings, and they have drafted, negotiated, and advised on all forms of agreements necessary to properly structure these transactions. With experience in all phases of the development, financing, acquisition, and disposition of energy and other infrastructure projects, we are fluent in the unique contractual arrangements these transactions call for, including joint venture/shareholder; engineering, procurement, and construction; technology licensing; feedstock and fuel supply and transportation; offtake (including for energy storage and solar plus storage as well as an assortment of hedging solutions); fuel supply and fuel transportation; and operating and maintenance agreements, in addition to the full complement of debt and equity financing options.

We assist lenders and institutional investors in structuring the full range of project finance transactions, including secured and unsecured credit facilities; acquisition, construction, equipment, and term financings; cash equity and tax equity investments; and securities offerings. In the private placement arena, we regularly represent institutional purchasers of US and non-US secured and unsecured debt securities, often involving complex payment and waterfall provisions, highly structured covenant packages, bespoke intercreditor arrangements, and credit support from affiliated and third-party entities.

Our lender-side experience is complemented by our sponsor representations and skilled advice to companies providing services and materials to these projects.

Our borrower finance team is a trusted legal adviser to borrowers and issuers for a range of banking, credit, and debt capital markets transactions.

Learn more about borrower finance >>

Morgan Lewis film and entertainment finance lawyers oversee motion picture and television industry financings. We represent financial institutions in senior bank financings for producers, distributors, and sales agents involved in a range of theatrical, television, direct-to-video, and new media products. We also counsel lenders with second-lien and mezzanine transactions and financings involving music publishing companies; radio, television, and cable entities; and newspaper and magazine publishers. Our experience includes working capital facilities, production loans, slate financings, print and advertising facilities, and acquisition financings. Our lawyers work on deals that range from straightforward, single-currency, wholly domestic financings to complex, cross-border, multicurrency transactions.

We routinely handle co-financing and co-production structures. Our team regularly works on financings of various US federal and state tax rebates and other credits. A substantial number of recent transactions include financing film funds designed to enable Disney, Paramount, Sony, Universal, FOX, and other major studios to move film production costs off their balance sheets.

Our lawyers in maritime industry financings regularly advise clients on a variety of shipping-related matters, such as lease and secured financings, reorganizations and restructurings, and capital markets transactions.

We work with clients on transactions involving different types of maritime assets, including container vessels and terminals, crude oil and product tankers, bulk carriers, barges, and tugboats. We also have experience with ship mortgage and related security registration systems at all major maritime jurisdictions, including the United States, the Marshall Islands, Liberia, Singapore, the Bahamas, Bermuda, Panama, and Cyprus.

We represent leading financial institutions and corporate borrowers in retail industry financings. We routinely represent lenders in deals that involve department, jewelry, specialty apparel, grocery, and home furnishing stores; furniture, electronics, and food retailers; and retail pharmacies and wholesalers.

Our lawyers’ deep understanding of the legal issues retail lenders and borrowers face enables us to structure innovative solutions. Our transactions involve major players in the industry across the full spectrum of goods and services.

Morgan Lewis provides guidance on Islamic finance matters, counseling financial institutions, corporations, investment banks, private equity firms, government entities, and credit agencies on a full range of Shari’a-compliant investment and financial products. We help clients structure and document products and transactions that comply with Shari’a law. Our counsel extends to private equity funds in advising on the impact of Shari’a law on every phase of the investment cycle.

Our lawyers work with clients in more than 30 jurisdictions spanning the Middle East and North Africa (MENA) region, Europe, the United States, and China. Around the world, we maintain excellent working relationships with prominent Shari’a advisors.

We help clients analyze and address legal and regulatory frameworks applicable to Shari’a-compliant finance and investment products. We advise clients on integrating Shari’a law into transactions backed by assets in non-Islamic jurisdictions, including the United States and parts of Europe. We also counsel clients in Islamic jurisdictions that have not directly adopted Islamic finance principles or regulations into their commercial laws, including Oman, Jordan, and Egypt.

To address issues inherent in Islamic financing, we have built strong capabilities in analyzing existing frameworks and assessing the extent to which they would impact Islamic banking transactions. We work directly with the relevant authorities and commercial parties such as chambers of commerce on amendments to such laws, or the need for standalone Islamic laws.