Capital Markets & Finance

GENERAL

With attorneys who have worked for many years representing various parties on some of the most complex capital markets and financing transactions, in some of the most demanding environments, BurgherGray takes pride in the depth and breadth of experience of its finance attorneys and their resulting ability to advise clients on the most sophisticated financing transactions. Our attorneys possess a broad range of experience counseling issuers, investors, placement agents, underwriters, borrowers, lenders, credit enhancers, rating agencies and other transaction parties with respect to a wide variety of public and private securities offerings and lending transactions involving various forms of equity and debt instruments, including combination securities, super senior notes, variable funding notes, convertible notes, common stock, preferred stock, options and warrants. Our experience representing various parties in financing transactions enables us to understand and give appropriate focus to the unique concerns and perspectives of each transaction party. So whether you are an issuer or borrower looking to raise funds, or an investor, lender, underwriter or placement agent looking to provide or assist with raising such funds, or a credit enhancer looking to improve transaction execution and efficiency, BurgherGray finance attorneys are well suited to assist with your legal needs. Having executed hundreds of capital markets transactions, we understand the need for, and have the experience necessary to ensure, efficiency in capital markets transaction execution.

BurgherGray finance attorneys collectively have over 100 years of capital markets and finance experience, having honed their legal skills at large corporate law firms, in-house legal departments and governmental agencies. Our attorneys have collectively represented clients with respect to various public and private debt and equity capital market and non-capital market transactions with an aggregate face value of well over $100 billion. Such transactions include public and private offerings of asset-backed securities, including Rule 144A, Section 4(a)(2) and Regulation D private placements, mezzanine financings, warehouse financings, asset-based lending transactions, real estate financings, credit restructuring transactions, and municipal finance transactions, as well as preferred equity investments and venture capital round financings, among others. Our attorneys advise on all aspects of financing transactions, including structure, securities law compliance, negotiation, documentation and execution.

FINANCIAL SERVICES/FINANCIAL INSTITUTIONS

With significant portion of its client base comprising financial services companies, including, without limitation, large global banking institutions, life insurance companies, financial guaranty insurance companies, community banks, finance companies, asset managers, securitization issuers and sponsors, and alternative investment funds, among others, BurgherGray has a very active financial institutions practice and a wealth of experience gained from representing such clients in four general areas: (i) structured finance and derivatives, (ii) commercial finance, (iii) consumer finance, and (iv) litigation/bankruptcy.

• In the structured finance, securitization and derivatives area, our attorneys have represented financial services companies in various capacities, including as investors, issuers, underwriters, initial purchasers, lenders, trustees, asset servicers, transaction sponsors, asset sellers/purchasers, rating agencies, and credit/liquidity support providers, among others, including in transactions secured by a variety of assets, such as consumer credit receivables (e.g., residential mortgage loans, credit card receivables, student loans, auto loans and leases), commercial and industrial loans, high yield bonds, commercial mortgage loans and structured products. We have also represented many different stakeholders in various workout transactions involving structured products and credit derivatives (including large portfolios of credit default swaps).
• In the commercial finance space, our attorneys have represented banks, life insurance companies, hedge funds and other financial services companies in connection with the origination, workout and collection of mortgage loans, commercial and industrial loans and other credits, including bankruptcy and pre-bankruptcy workouts.
• Similarly, in the consumer finance arena, we have represented consumer finance providers and related persons in context of (i) the development of risk management and compliance policies and procedures related to the extension of consumer credit, (ii) origination and workout of consumer credit, including residential home loans, auto leases, and credit cards, (iii) responding to escalated consumer concerns, and (iv) handling regulatory inquiries related to consumer credit complaints
• Our experience is as broad as our transaction financial services transactional footprint, including breach of contract, loan and collateral enforcement, bankruptcy litigation, appearances before regulatory and judicial tribunals to defend against regulatory enforcement actions, and investigations by regulatory agencies.

STRUCTURED FINANCE/SECURITIZATION

With over 50 years of combined structured finance and securitization experience, BurgherGray attorneys have represented issuers, underwriters, placement agents, collateral managers/investment advisors, institutional investors, servicers, sponsors, liquidity providers, credit enhancers and rating agencies on hundreds of structured finance and securitization transactions involving a variety of assets, public and private  securities offerings, and a variety of transaction types. Familiar asset classes include, among others, residential mortgage loans (performing and non-performing, agency and non-agency, VA, FHA and RHS), commercial mortgage loans, commercial and industrial loans (including leveraged loans), credit card receivables, automobile loans, student loans, micro ticket leases, ABS securities, residential mortgage backed securities and commercial mortgage backed securities.

STRUCTURED PRODUCTS AND DERIVATIVES

BurgherGray attorneys have extensive experience representing issuers, investment and commercial banks, hedge funds, collateral managers/investment advisers, financial guaranty insurance companies and others in connection with a wide variety of structured products and derivatives transactions. Our experience includes the documentation, closing and remediation of over-the-counter derivatives transactions involving credit-linked notes, equity-linked notes, credit default swaps, total return swaps, basis swaps, interest rate swaps, currency swaps and other complex credit and equity derivatives transactions. We are experienced with ISDA documentation, including drafting and negotiating ISDA schedules, confirmations and credit support documentation. In connection with our representation of underwriters/placement agents and asset managers and investors in structured finance and securitization transactions, BurgherGray has regularly negotiated and documented derivatives transactions. We also regularly advise clients in connection with their efforts to understand and quantify their exposures under various bespoke credit default swap transactions as well as in connection with their efforts to reduce or otherwise remediate credit derivative exposure.

PUBLIC FINANCE

BurgherGray attorneys represent issuers, beneficiaries, underwriter’s and other transaction parties in the issuance of taxable and tax-exempt bonds the capacities of bond counsel, underwriter counsel, disclosure counsel, special counsel and bank counsel. We shepherd transactions from due diligence to closing, including negotiating, structuring and drafting agreements; drafting and filing ancillary documents; representing the client in engagements with third parties; and otherwise managing and ensuring the optimal execution of each transaction. BurgherGray attorneys have represented state and municipal issuers with respect to the issuance of revenue bonds and general obligation bonds. Members of the firm have extensive, personal experience in investment banking, with one attorney working previously as an investment banker for a housing finance group of a leading investment bank. Our experience as counsel in connection with the structuring and issuance of over $100 billion in structured finance securities and derivative products, uniquely enhances BurgherGray’s ability to advise public issuers on a variety of matters relating to their financing requirements.

BANK LENDING AND INSTITUTIONAL INVESTING

Our lawyers have represented both borrowers and lenders in bilateral and syndicated lending transactions, including debt private placements and asset-based lending transactions. We are experienced with LSTA, ACIC and other documentation standards, and with negotiating and documenting various types of collateral and inter-creditor arrangements and credit facilities, including term, revolver, delayed draw, letter of credit and warehousing facilities. We also regularly represent bank lenders in connection with the origination of secured commercial and industrial loan.

In addition to the restructuring of existing credit terms, our distressed debt experience includes representing investors, sellers and brokers in purchases, sales and other transactions in the secondary market. In addition to drafting and negotiating related transaction documents, we review and analyze underlying transaction documents and collateral and debt structures and advise on related federal income tax and bankruptcy issues. Our substantive legal experience combined with our practical business approach ensures that we provide advice and devise transaction structures that efficiently achieve our clients’ goals.

FINANCIAL MARKET REGULATORY COMPLIANCE

Federal legislation has been enacted to deal with the recent financial crisis, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Housing and Economic Recovery Act of 2008. A number of programs and regulations affecting bank and non-bank financial institutions and other players in the financial services industry have been enacted pursuant to such laws, including the Volker Rule (Section 13 of the Bank Holding Company Act) and Risk Retention Rule (Section 15G of the Securities Exchange Act of 1934), and many more are still to come as regulators wade through thorny issues raised by applicable legislative mandates. Based on our considerable experience in representing financial services institutions, including in connection with securitization and structured finance transactions, and our familiarity with the financial products, transactions and practices that are the subject of much of the actual and prospective laws and regulations, we are well positioned to provide timely and strategic advice regarding the impact of such laws, regulations and programs.

We have worked on numerous comment letters and other matters with respect to significant issues before the SEC, and provide strategic, interpretive, transaction and liability management advice related to registered securities offerings under the Securities Act, Exchange Act disclosure filings and SEC rulemaking. Additionally, we assist clients in drafting SEC reporting documents and proxy statements, and meeting ongoing disclosure obligations, including compliance with Sarbanes-Oxley and Regulation FD.

BurgherGray attorneys have counseled clients on day-to-day portfolio management with respect to issues that arise under the Investment Company Act of 1940 and the Investment Advisers Act of 1940, including available exemptions from investment company registration requirements, advice with respect to performance and advertising issues, distribution and revenue sharing arrangements, performance fees, and other compliance matters such as brokerage and portfolio trading practices and pricing and liquidity of portfolio positions. Our lawyers also advise broker-dealers on privacy and order handling rules, sales practices and advertising rules and numerous other matters relevant to broker dealers.