We represent many of the largest non-bank capital providers in the U.S., including leading insurance companies, mezzanine investors and investment funds. With global and broad industry experience, we facilitate the structuring and closing of a variety of financing transactions that include private debt and equity placements; mezzanine investments and lease financings; and transactions that rely on the issue of surety bonds, insurance products and other credit enhancements. Many of our transactions involve cross-border issues and structuring complexities. We are regarded as one of the leading insurance-company investment law firms, and the Model Form Note Purchase Agreements that we helped draft have become the standard form for the institutional private placement market.
Legal insight to advance business interests. Our practice emphasizes a business-focused approach, which facilitates effective communication among participants in significant financing transactions.
Simple and pragmatic focus. By nature, our practice is transactional, and in each transaction we resolve issues efficiently and practically, draft complex concepts in a clear and understandable way, and always strive to close on time.
Focused strengths. We have the years of experience and the breadth of knowledge required to structure and close transactions — anticipating issues and addressing them with simple/workable solutions.
Depth of resources. When structuring and closing transactions, we use Bingham's in-depth experience in the commercial, bankruptcy, securities regulation, real estate, tax, environmental, ERISA, mutual fund/investment company and intellectual property areas.
Global experience. We have closed transactions with issuers and obligors located in more than 25 countries. Our London office, established in 1973, includes both U.S. and English attorneys who focus on financing transactions.
Institutional Private Placements
We represent institutional purchasers of U.S. and non-U.S. secured and unsecured debt securities often involving complex payment provisions, covenant structures, intercreditor arrangements and credit support from affiliated and third party entities. Transactions range in size from $10 million to $800 million.
Mezzanine/Equity Investments
We represent institutional investors and mezzanine funds in their purchase of subordinated debt, warrants, preferred stock and other equity instruments. Transactions range in size and often involve analysis and documentation of intercreditor provisions, anti-dilution protections, transfer restrictions and exit strategies (e.g., puts, calls, tag along/drag along rights and registration rights). We also work with clients in their eventual exit from these investments by exercise of registration rights in underwritten and shelf registrations.
Cross-Border Transactions
We represent U.S. and non-U.S. institutional investors in their purchase of securities of non-U.S. issuers in the U.S. private markets. These transactions typically involve analysis of complex corporate and ownership structures, application of foreign accounting principles, negotiation and coordination of currency and interest rate swaps, analysis of foreign law and enforceability of security devices and credit supports.
Lease Financing
We represent investors in transactions where the primary source of repayment is lease payments from lessees of personal property or real estate. The type of property leased varies widely and often involves assets in multiple jurisdictions. These transactions generally involve bankruptcy remote entities and analysis of accounting, bankruptcy, tax, real estate and commercial law issues. Most recently, these transactions have included non-U.S. lessees.
Surety Bonds, Insurance and Other Credit Enhancements
We represent issuers of surety bonds, residual value insurance and other forms of insurance, reinsurance and credit enhancement in complex financing transactions. In addition to drafting and negotiating of the provisions of these instruments and policies, our representation often includes analyzing state insurance law issues and federal and state insurance tax issues.