Finance & Investment Law

Our Capabilities

Our lawyers have expertise in all types of financing and regulatory matters, including:

• Corporate financing
• Acquisition financing
• Loan syndication
• Asset-backed financing
• Structured financing and securitisation
• Project financing
• Real estate financing
• Receivables purchase facilities
• Cross-border financing
• Letters of credit and other forms of credit enhancements
• Floor-plan and inventory financing
• Subordinated debt and mezzanine financing
• Inter-creditor arrangements
• Mortgage bonds and other fixed income financing
• Debt restructuring
• Creditor rights
• Establishment of banks and other financial service businesses
• Bank capital requirements, including innovative capital transactions
• Compliance with consumer protection and anti- money-laundering legislation
• Intellectual property financing
• Entertainment financing

Structured Finance

Wood & Lee’s structural finance team focuses on asset-backed transactions, including intellectual property securitisations and residential and commercial mortgage loans – ranging from warehouse financing lines to whole loan purchases, sales and reconstitutions, purchase and sale of servicing rights, and securitisations. This team includes tax lawyers experienced in a variety of domestic and offshore asset-backed securitisation structures.

Our lawyers have substantial experience in securities laws, domestic and foreign tax issues, derivative transactions, regulation of financial institutions and commercial finance. In addition, our lawyers have working relationships with the investment banks in this area and with accounting firms, rating agencies, mortgage purchasers, government-sponsored enterprises, and a variety of monoline insurers, all of whom have been partners with our clients in pioneering new structures in the asset-backed securitisation market.

Securitisations

Wood & Lee is regularly involved in intellectual property securitisations and a variety of mortgage products (multifamily, prime, second lien and home equity loans), primarily as issuer’s and sponsor’s counsel. Our lawyers have extensive experience in the securitisation of intellectual property and mortgages and have been involved in a number of innovative or first-of-a-kind transactions. We also act as underwriters’ counsel in connection with the securitisation of mortgage loans.

Whole Loan Purchases and Sales

Our lawyers regularly handle purchase, sale and reconstitution transactions for all types of residential and commercial mortgage loans, including prime loans, insured loans, multifamily loans and commercial and industrial loans. Our lawyers have structured programs for flow sales of many of these classes of loans, including employee buyout loan sale programs, programs directed at purchasers who wish to obtain credits for portfolio purchases and programs for agency mortgaged backed securities backed by qualifying loans.

Related Mortgage Transactions and Experience

We represent lenders and borrowers in mortgage warehouse financing arrangements. We represent buyers and sellers of servicing rights, including base servicing and excess servicing strips.

Our lawyers provide advice to and consultation with the rating agencies and government-sponsored enterprises regarding loan sale and securitisation transactions. Our lawyers structure loan sales and securitisations for insured institutions.

Finance

Wood & Lee’s finance practice is dedicated to helping our clients find and secure the funds they need to grow and operate. Our lawyers have depth of experience in all areas of finance and have represented issuers, borrowers and providers of capital through our international network of offices. Our finance practice meets the legal needs of company clients as well as commercial banks, angel investors, venture capitalists, investment banks, private equity funds, hedge funds and other institutions providing capital to companies. We advise clients in a variety of established and emerging industries, including technology, automotive, paper and pulp, and real estate.

Capital Markets

We advise issuers and underwriters in the debt capital markets on investment grade and high-yield bond offerings, convertible debt offerings, unregistered offerings, shelf registrations and takedowns, medium-term note programs, straight and asset-backed commercial paper programs, Eurobond offerings and cross-border financings. We also have experience in transactions involving equity-linked debt and near-debt securities such as convertible notes, exchangeable preferred stock and trust-preferred securities.

Commercial Finance

Our commercial finance experience includes syndicated and single-bank credit lines, Eurodollar offerings, acquisition finance, institutional note placements and private offerings, structured finance, project finance, off-balance sheet finance, capital leases, and other debt and quasi-debt capital instruments.

Our lawyers have extensive experience with a wide variety of debt instruments and in senior and subordinated debt, mezzanine financings, second-lien and bridge financings. We help revive troubled businesses, protect bondholder investments and retire less favourable debt through exchange offers, consent solicitations and restructurings of balance sheets. Our clients also benefit from our knowledge and experience in covenant negotiations, complex subordination and intercreditor issues, and transactions with multiple layers of financing.

Distressed Securities

Our lawyers handle all aspects of workouts, restructurings, reorganisations, receiverships and other issues involving many different types of distressed securities including public and private senior and junior debt, non-performing loans, distressed real estate and distressed equity securities. We represent investment banks, commercial banks, investment funds, bondholders, trustees, issuers and borrowers, servicers and other participants.

International Private Equity and Fund Formation

Wood & Lee structures and organises a variety of venture capital funds, private equity funds, hedge funds, commingled real estate funds and other pooled investment vehicles for general partners and investment managers throughout the world. Our lawyers have extensive experience in virtually every type of investment structure and also have experience with a range of underlying investments, including passive investments in private technology and life sciences companies, controlling stakes in public companies, distressed assets, mezzanine investments, real estate holdings, and publicly traded securities and derivatives. Our lawyers’ experience also includes complex economic structures such as hub-and-spoke funds, joint venture management companies, club deals and limited partner co-investments, multiple layers of debt and equity, tax-driven terms, and unusual subordination or inter-creditor issues.

Our lawyers have extensive experience with partnership law, employee retirement taxation and cross-border matters. We structure funds to qualify for particular regulatory schemes – such as a “small business investment company”, “venture capital operating company,” or “real estate operating company,” – and meet the needs of particular classes of investors. Wood & Lee represents both fund management teams and institutional investors. Our perspective thus takes into account the concerns of “the other side” be it the sponsoring management team or the lead institutional investor. We also serve as counsel to fund managers, with respect not just to investments made by the fund, but also to incentive compensation arrangements, defaults and other investor relationship issues, valuation issues and other matters.

About Our Practice

Wood & Lee lawyers:

• Represent the general partners in the formation of numerous venture capital funds.
• Negotiate investment terms for funds organised by venture capital and buyout investment firms.
• Handle the organisation of new private equity management firms, including issues surrounding ownership of the branded franchise and the general partner vehicle, professional staff compensation and terms accorded to the sponsor.
• Work with international management teams with sensitivity to their compensation structures and the international nature of both a fund’s investor base and proposed investor focus.
• Represent investment managers in the formation of hedge funds, including drafting formation documents, conducting closings and advising with regard to International Swaps and Derivatives Association (ISDA) documentation.

International Project Finance

Wood & Lee represents developers, owners, financial advisors, angel investors, venture capitalists, investment banks and lenders in connection with the development and financing of projects ranging from emerging technologies to industrial facilities to sports arenas and stadiums. Our practice draws on the resources of our finance, real estate, environmental, tax and energy lawyers. Our lawyers have experience with a wide array of financing structures, including leveraged and synthetic leases, non-recourse project financing and securitisation vehicles.

A significant portion of our practice involves the development and financing of energy projects and related infrastructure and industrial facilities. We bring a unique perspective and depth of experience to these energy-related projects, representing natural resource companies, investor-owned and municipal utilities, industrial offtakers, independent power producers, marketers of power, governmental and quasi-governmental agencies, electric cooperatives and regional transmission organisations.

Power Projects

Our lawyers have extensive experience working on generation projects, including solar, wind, geothermal and hydroelectric facilities. Our clients include independent power producers, public utilities, lenders and financial advisers.

Industrial Facilities

Our lawyers have significant experience working on the development, construction and financing of all types of industrial facilities. We handle all aspects of a project, including permitting, constructing and financing of facilities and power sources, as well as negotiating tolling and operations and maintenance agreements.

Hospitality

We represent clients in the hospitality industry, including operators, owners, investors and lenders. Our lawyers have extensive experience in the development, construction and financing of hotels and peer-to-peer property rental companies, often in conjunction with airport and convention facilities. Our lawyers are equally active in the representation of investment funds, offshore interests, banks and other private and public capital investments in and financing of hotels and peer-to-peer property rental companies.

Sports Facilities

Our lawyers have represented owners, investors and lenders in connection with the acquisition of sports franchises and the development and financing of their facilities. We also have experience negotiating lease arrangements and sponsorship agreements as part of such developments.

International Real Estate and Finance

Wood & Lee represents investors, developers, owners and operators on real estate projects. We structure, negotiate and document purchases, sales, ventures and financings across the full spectrum of real estate products. Our lawyers’ experience ranges from urban office high-rise and mixed-use condominium projects, to industrial and R&D developments, residential projects, destination resort hotels, luxury time-share facilities and peer-to-peer property rental companies. These transactions vary from relatively simple single-asset deals to some of the most complex capital formation, real estate portfolio and real estate mergers and acquisitions transactions in the industry.

We address the structural challenges of capital investment in contemporary real estate deals that demand far more than conventional asset transaction experience. We counsel clients through the complexities of development joint ventures, real estate operating companies, pooled investment funds, private placements and public offerings, ground lease financing, incentive-based strategic alliances, mortgage loans, mezzanine debt, hybrid debt-equity transactions, securitised assets, energy project finance and virtually every other variation on the theme of real estate investment. Our lawyers have particular experience dealing with the special challenges of the hospitality industry and the investment activities of pension trusts and other public or private tax-exempt entities, as well as investment funds with offshore and tax-exempt investors and REITs.

Acquisitions and Dispositions

Our lawyers have extensive experience in the management of large-scale and issue-intensive real estate transactions throughout the country and abroad, including high-volume portfolio programs of acquisition or sale, single-transaction portfolio or operating company deals and single-asset, structurally complex deals.

Venture Formation

We handle ventures and operating company investments for all types of clients and deals – from large, single-asset projects to resort development properties, multi-property portfolios, energy projects and residential land development deals. Our lawyers have extensive experience with the business, tax and legal subtleties of “promote” or “incentive” structures in both single-asset and portfolio ventures. We also understand the importance of effective exit vehicles and the interplay between equity rights and management responsibilities.

Real Estate Financing

A core component of our practice is real estate finance, broadly defined to embrace traditional real estate-secured commercial lending, mortgage-backed public debt financings, all manner of subordinated or mezzanine debt, letter of credit-supported and other credit-enhanced bond financings, major project financings and a wide variety of contingent interest/equity “kicker” financings.

Hotels & Resorts

We represent companies in the hospitality industry, including operators, owners, investors and lenders. Our balanced practice allows us to bring a unique perspective to the issues confronting each of the various actors in the industry. Our lawyers have documented the development and operation of the full range of project types – from high-rise urban hotels to luxury resort properties to serviced residential properties (both traditional “whole” ownership and fractional ownership) to peer-to-peer property rental companies. We address, where applicable, the complex issues of access to and use and management of recreational facilities. Critically, we understand not only the legal landscape, but also the norms and customs of the industry and the state of the ever-evolving market.

Real Estate Fund Formation

Our fund formation work covers a wide range of industries, but our lawyers have particular experience in forming real estate funds. Funds are not one-size-fits-all – they have their own conventions and sensitivities and must reflect the character of the underlying investments and the expectations of both fund sponsors and real estate investors. Our real estate, securities, tax and employee retirement income lawyers work collaboratively to bring value to the fund structuring process and to address the legal and business issues facing sponsors and investors.

Leasing

We represent clients in retail, office and mixed-use leasing matters, both on “stand-alone” transactions and in connection with large-scale leasing programs across the country.

Sale and Acquisition of Secured Loan Portfolio Transactions

We represent financial institutions and institutional investors in purchases and sales of secured loan portfolios and participating interests in portfolios.  Loan-pool transactions now play a major role in the capital formation and deployment activities of many of our institutional clients and are important contributors to the efficiency of the real estate market generally. Our lawyers are very experienced in dealing with the conventions and expectations of both buyers and sellers and the organisational challenges of these transactions.

Distressed Real Estate

We handle all manner and aspects of workouts, from space leases to secured loans, management contracts and partnership relationships in distress. Our lawyers have particular experience in the representation of institutional clients in their acquisition, management and liquidation of portfolios of distressed real property-secured loans.