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The Financial Institutions Practice Group represents domestic and foreign financial
institutions, their holding companies and affiliates and major non-bank financial
companies encompassing the entire scope of permissible bank and non-bank activities.
Such activities have included bank and commercial lending, secured and unsecured
lending, asset based lending, leasing, project finance, structured finance, asset
securitization, debt and equity securities offerings, trust services and regulatory
counseling and representation before federal and state agencies. We also represent
non-financial corporate clients in all of their lending and borrowing requirements,
including unsecured and asset based lending, leasing and securitized transactions.
We have extensive experience representing agent banks in syndicated credit facilities,
from negotiating and documenting the facility at inception to advising the agent
in connection with restructurings and bankruptcies. We also regularly represent
members of lending syndicates. Since our clients often finance companies with
complex capital structures, we routinely address sophisticated intercreditor issues.
Kelley Drye also represents participants in the secondary loan market, and our
attorneys are familiar with the issues that arise in connection with assignments
of loans in syndicated credits, including in distressed situations.
In representing our lender clients in asset-based transactions, we are experienced
with all types of collateral, including receivables, inventory, documents of title,
investment securities, intellectual property, machinery and equipment (including
transportation equipment) and real estate. Our clients include banks, bank-affiliated
lenders and independent finance companies that provide working capital facilities,
term loans, acquisition financing, credit facilities for restructurings and debtor-in-possession
financing. We are equally experienced with representing a single lender in a small
financing and the lead lender in a large syndicated credit, and we have extensive
experience in the specialized intercreditor issues that arise with asset-based
lending. Kelley Drye also routinely represents its asset-based lending clients
in workouts and bankruptcies.
We have extensive experience and regularly advise our clients with respect to
granting or obtaining revolving credit and term loan facilities. We are sensitive
to the differences that the presence or absence of security for these loans have
on structuring and documentation. Accordingly, we have developed a strong understanding
of the applicable provisions of the Uniform Commercial Code and the perfection
of liens and security interests in real and personal property in many foreign
jurisdictions. Our general commercial lending work involves financing of ongoing
businesses, as well as acquisition financing and the sale of portfolios of existing
loans. We also regularly provide lending advice with regard to the special needs
of loans to individuals or closely held corporations, such as those provided by
the private banking divisions of major banking institutions.
We regularly advise our clients on the ever-changing regulatory requirements affecting
their day-to-day and strategic business goals. We have extensive experience with
the federal and state regulatory environment, including such activities as bank
acquisitions and mergers, establishment of subsidiaries, branches, agencies and
representative offices. We regularly represent our clients before the various
federal and state banking agencies with regard to ongoing or expansion of business
activities. Where needed, we have negotiated cease and desist orders
and other regulatory enforcement issues. As the permissible activities for banks
and other financial institutions change, we regularly advise financial institutions
regarding emerging markets together with our colleagues in our securities practice.
One of the best known aspects of Kelley Drye's financial institutions practice
has been our role as outside counsel for offices, subsidiaries and affiliates
of foreign banking institutions operating within the United States. As a result,
our attorneys are experienced with issues unique to foreign banking institutions
operating within the United States, such as navigating among differences between
head office regulation and law and U.S. requirements, as well as differences between
head office and branch office policies. We are also familiar with the myriad of
requirements that foreign banks must adhere to when conducting business in the
United States, such as labor and employment issues, reserve requirements, interstate
banking and branching rules and restrictions on non-banking activities. Our attorneys
speak numerous foreign languages, and therefore can often provide a cultural bridge
in helping our foreign bank clients and their customers to successfully resolve
business and legal issues.
Kelley Drye's financial institutions practice includes significant engagements
in the areas of synthetic leasing, asset securitization and other structured finance
transactions. Our attorneys have been involved with the structuring of complex
transactions involving a variety of assets, including trade receivables, equipment
and real property leases, commercial loans, and commercial mortgages. We also
regularly represent lenders providing liquidity facilities or other credit support
in asset-backed financings.
We regularly represent lenders, lessors and equity investors in very sophisticated
domestic and international equipment and facility financings structured through
leases or through limited or non-recourse project financings. We have extensive
experience in the transportation industry, including domestic and cross-border
tax leasing structures and both domestic and international energy and natural
resource project financings. Whether representing lenders as syndicate leaders
or syndicate members, we assist in due diligence negotiations and drafting of
the complex financing and security packages necessary to complete these structured
financings. Our experience representing developers and other investors and contractors
involved in energy project financings, including power plant construction and
term financings, can add significant value to lenders in structuring, documenting
and advising on the allocation of risks in project and lease financings, because
that advice also draws on our experience in representing developers, other investors
and contractors.
Our significant representation of foreign banks in the United States, as well
as our representation of commercial enterprises doing business overseas, has helped
us develop substantial experience in the law and use in commerce of letters of
credit. We have negotiated, drafted, interpreted and litigated the provisions
and obligations arising under commercial letters of credit, standby letters of
credit or letters of credit used as security or surety like purposes. We have
represented the nations most prestigious trade association of financial institutions
dealing with the business and law of letters of credit. We have also participated
in proposed changes in law and regulations at the state, federal and international
level regarding the uses of letters of credit. We regularly advise many of our
clients in industrial revenue bond financings and other financial transactions
when letters of credit are used as credit enhancement devices. We are experienced
in dealing with the sometimes subtle differences between the Uniform Customs and
Practices Act and the underlying state law embodied in the Uniform Commercial
Code, both of which govern letters of credit.
Our domestic and international corporate trust law practices are widely known
and regarded for their work on behalf of banks and financial institutions acting
as trustee, paying agent, borrowing trustee or other fiduciary under terms of
trust agreements, and as part of the public issuance of debt securities or other
sophisticated financial transactions. We have particular experience in advising
trustees, fiduciaries or financial institutions with regard to industrial revenue
bonds, mortgage backed securities and other asset backed securities issues. In
this role, we also regularly represent financial institutions acting as owner
or collateral trustee on behalf of equity participants in sophisticated lease
financings or project financings. We regularly act for escrow agents, stock transfer
agents and registrars in their role as fiduciaries or in designated roles in the
public securities markets. Our experience in handling debt or equity securities
offerings, securitized transactions and lease financings provide our attorneys
with a unique and beneficial balance and business sense when serving in our role
as advisor to and facilitator for the corporate trustee or paying agent. Our work
in the corporate trust area also includes extensive experience representing indenture
trustees and owner trustees in bankruptcy and workout situations, whether they
involve small syndicates of beneficiaries or widely held securities, and successfully
litigating those claims where necessary.
In conjunction with our Restructuring, Bankruptcy & Creditors' Rights and Litigation
Practice Groups, we regularly advise financial institution clients in the areas of
bankruptcy, insolvency and creditors' rights with a principal focus on out-of-court
workouts and business reorganizations under Chapter 11 of the Bankruptcy Code. In the
workout and Chapter 11 settings, we have represented banks, savings institutions, commercial
finance companies, governmental agencies, trade and other unsecured creditors. We have
been involved in major reorganization cases involving businesses in such diverse industries
as financial services, high technology, energy, telecommunications, manufacturing,
public utilities, wholesale and retail sales, campground resorts, air transportation,
hotel and resort operations, real estate development and motion picture production
and distribution. We have represented numerous financial institutions litigating
all aspects of lender liability matters, inter-lender disputes, money transfer
issues, loan defaults, guaranty collections, as well as handling sophisticated
master and corporate trustee matters. We also have experience with internal corporate
investigations and employee defalcation problems, as well as experience with handling
federal and state regulatory investigations and problems involving money laundering.
For further information about Kelley Drye's Financial Institutions Practice Group, please contact:
Merrill B. Stone
(212) 808-7543
mstone@kelleydrye.com
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