Lending + Financial Transactions

Clients turn to Morrison & Foerster for guidance with their most complex financial matters. With lawyers spread across Asia, Europe, and the United States, our finance team helps clients successfully navigate their financings across numerous jurisdictions and amidst a continuously evolving global economy and regulatory lending environment. While we advise on traditional banking and secured finance, we also offer unique strengths in developing innovative financing structures for specialized industries and representing clients in the growing private credit market.

Our work spans credit markets, industries, jurisdictions, and companies at all stages of the corporate lifecycle, and our clients include:

  • Asset managers
  • Business development companies
  • Commercial banks
  • Direct lenders and private credit funds
  • Global investment banks
  • Hedge funds
  • Insurance companies and other private credit providers
  • Private equity funds
  • Venture debt funds
  • Venture-stage, middle-market, and investment-grade borrowers and financial sponsors

We have particularly deep experience in the healthcare and life sciences, energy, venture, private equity, and technology industries. We also frequently work with distressed companies in out-of-court restructurings and bankruptcy matters.

Our team has extensive experience in the areas of:

  • Acquisition finance
  • Asset-based lending
  • Borrower representation
  • Bridge financings
  • Commercial paper facilities
  • Cross-border financings
  • Debt private placements
  • Debt trading
  • DIP financings
  • Equipment leasing and finance
  • Exit financings
  • First and second lien loans
  • Fund finance
  • High-yield bonds
  • Investment-grade financings
  • Letter of credit facilities
  • Leveraged finance
  • Mezzanine financings
  • Middle-market financings
  • Multicurrency financings
  • Project financings
  • Receivables, vendor, and supply chain finance
  • Restructurings
  • Royalties financings
  • Special situations
  • Structured finance
  • Subordinated financings
  • Trade financing
  • Unitranche loans

We also advise clients on bridge loans, cash flow financings, and direct lending and private credit financings, as well as secured loans, syndicated finance, and working capital facilities.

Acquisition Financing

We are actively engaged in advising both lenders and borrowers in connection with domestic and cross-border acquisition financing. Our clients include major international banking institutions, alternative financiers such as private credit funds, hedge funds, asset managers, and finance companies, as well as emerging growth, mid-cap, and large public and privately held companies. We have considerable experience with acquisition finance across a wide range of industries, including entertainment, food and beverage, education, forest products, gaming, health care, steel, and technology companies.

In connection with our acquisition finance practice, we routinely advise on all aspects of complex and specialized areas of financial transactions, including syndicated and bilateral term and/or revolving credit facilities, letter of credit facilities, securitizations, portfolio loans, private placements of debt, and high-yield debt offerings.

Our experienced finance attorneys structure leveraged buyouts and other acquisition financing transactions to our clients’ advantage. We negotiate favorable and practical terms, draft clear documentation, and mitigate risks such as fraudulent conveyance, preferential transfers, equitable subordination, competing liens and other intercreditor matters, and funds flow concerns. We understand the competitive dynamics associated with acquisition financing and have substantial experience identifying and evaluating key legal and business issues in acquisition agreements, as well as in a target’s existing contracts. We aim to structure successful deals that serve the practical business needs of our clients by leveraging several key strengths:

  • The active nature of our mergers and acquisitions and acquisition finance practices affords us a detailed understanding of current market standards, along with the experience to anticipate and address potentially costly and time-consuming structural and legal issues at the term sheet, commitment letter, and documentation stages of the transaction.
  • We are uniquely aware of the role of equity sponsors and investors in financing transactions, and we work with our clients to develop market-driven solutions in connection with highly negotiated transactions.
  • Acquisition financings are often structured as multiple, time-sensitive transactions that must be sequenced appropriately to ensure successful and coordinated closings of the acquisition and the financing portions of the transaction. These transactions often involve bridge loans, term loans, U.S.-denominated and multicurrency working capital facilities, asset-based loan terms, domestic and foreign loan parties and collateral, letter of credit facilities, and pricing terms based on financial covenant performance, debt ratings, and other measures. Our depth of experience enables us to quickly develop and implement transaction structures that protect our clients and work for all parties, ensuring a seamless close.
  • As a full-service team, we collaborate with our M&A, securities, tax, regulatory, bankruptcy/restructuring, and other colleagues—as well as our clients—in connection with due diligence review and transaction structuring to ensure that the needs of parties are anticipated and successfully addressed.
  • We collaborate with our clients after the closing of the acquisition to address ongoing needs of the parties, such as add-on acquisitions, refinancings, restructurings, recapitalizations, collateral additions, public offerings, and more.

Asset-Based Lending

We represent clients around the globe, including lenders, borrowers, and other participants, in structuring asset-based lending transactions, creating and perfecting security interests in real and personal property throughout the world, working out and restructuring problem credits, and enforcing creditors’ remedies. Our asset-based lending lawyers are adept in identifying and resolving bankruptcy, tax, and environmental law issues. We also have particular experience in complex intercreditor issues, including senior and subordinated indebtedness, liens, payment blockages, and standstill provisions.

Increasingly, asset-based lending transactions involve cross-border guarantee and collateral issues. Our global presence and established relationships with law firms worldwide enable us to provide premier cross-border legal advice in transactions with global secured lending issues. Our lawyers have extensive experience in documenting transactions with challenging collateral issues, including the specialized issues associated with intellectual property collateral. Our lawyers are also well versed in the intricacies of revised Article 9 of the Uniform Commercial Code.

Borrower Representation

When representing borrowers, we endeavor to learn our clients’ businesses and recommend approaches that are appropriate in light of their capital structures and financing objectives. In doing so, we work closely with our clients’ chief financial officers and other finance team members to explore alternative structures.

Our skills and successes are evidenced by the many long-standing clients that turn to us for all of their debt financing needs.

Debt Private Placements

Our U.S.- and UK-qualified lawyers in the private placement group advise clients on the private issuance of debt and equity securities in the U.S., European, Asian, and Australasian private placement markets.

Our experience includes:

  • Traditional/Model Form transactions
  • Structured transactions
  • Credit enhancements
  • Subsidiary and parent guaranty arrangements
  • Security arrangements (including fixed and floating charges)
  • Jurisdictional issues and related structures
  • Multicurrency transactions, and fixed and floating rate pricing

We advise major corporations globally, and we maintain well-established relationships with the global financial institutions who act as placement agents on these transactions.

Debt Trading

Our skilled debt-trading practice is devoted to representing clients engaged in the secondary market trading of commercial loans, claims, and other debt assets. We provide regulatory and strategic counsel to banks, asset managers, hedge funds, and other market participants in every type of debt-trading transaction, including:

  • Par and distressed loan trades
  • Restructured equity transactions
  • Trade-claims trades
  • Derivatives transfers
  • Loan securitizations
  • Portfolio transfers (e.g., pursuant to auctions or securitization transactions)

Our clients include investment banks, commission brokers, commercial banks, fund and asset managers, hedge funds, and other investors in commercial loans. In addition to representing many U.S.-based corporations, we represent several clients in connection with trades of loans and claims owed by European, Latin American, Asian, and other non-U.S. obligors.

Our professionals have a wealth of experience in the areas of banking, securities, structured finance, and derivatives, and work closely with lawyers in the firm’s insolvency, tax, ERISA, securities, and other practices that are familiar with the unique issues associated with debt trades, and that assist with trading matters as needed.

Examples of our debt-trading experience include:

  • Providing regulatory advice regarding bank, securities, and investment-adviser issues to regulated institutions that engage in loan trading
  • Structuring investment funds and debt trades to comply with prohibited transaction rules under ERISA
  • Advising clients regarding credit documentation and related transfer documentation, collateral securing debt, bankruptcy court filings, and workouts and restructurings
  • Advising clients regarding fraudulent conveyance, preferential transfer, lender liability, and disgorgement risks
  • Resolving disputes arising from failed trades

We are also active members of the Loan Syndications and Trading Association (LSTA), the trade association for the debt-trading industry. Several of our lawyers regularly participate on committees established by the LSTA to promote the liquidity and efficiency of the market.

Equipment Leasing and Finance

Lawyers at Morrison & Foerster represent financial institutions (fixed- and variable-rate lenders), lessees, equity participants, and trustees involved in the financing, leasing, and leveraged leasing of equipment.

We advise on issues associated with leasing transactions, including sales of lease receivables in connection with securitization programs, problems unique to sale-leaseback transactions, availability of Sections 1110 and 1168 of the Bankruptcy Code to lessors and lenders, distinctions between true and finance leases under both tax law and GAAP accounting rules (and application of these rules to provide for favorable “double-dip” treatment in cross-border leases), subleasing issues, disaffirmance issues relating to executory contracts, trust issues, and insurance and condemnation issues.

We have the capability and depth to provide assistance in every substantive area of the law that bears on leasing, including tax, bankruptcy, commercial, and corporate law.

The transactions in which the firm has been involved range from single-investor finance and operating leases to complex cross-border leveraged lease and defeasance transactions, and the equipment financed includes manufacturing and power generation facilities, aircraft, trucks and truck trailers, office furniture and equipment, shipping containers, computers, nuclear power plants, satellites and satellite transponders, and railcars.

We also have established significant capabilities advising manufacturers with their vendor leasing programs. Such representations usually entail the establishment of master program documentation for financing sources, designed to enable the firm to render the true-sale opinions generally required by accountants to obtain off-balance-sheet treatment of the transactions, as well as day-to-day negotiations of leases with end-users. The firm is also active in assisting leasing companies in the acquisition and disposition of leasing companies, portfolios, and single-lease assets, and we are also known for our unique experience with the leasing and financing of software.

Fund Finance

Morrison & Foerster is one of only a few firms that has had an active fund finance practice since the inception of the product. We have continued to drive innovation and have remained a key participant in the fund finance market through the evolution of the loan market and fund formation.

Our global fund finance team includes over 75 lawyers with deep knowledge of the particular collateral, fund formation, ERISA, OFAC, tax, regulatory, and structuring issues that arise in these financings. For over 20 years, our lawyers have advised on over 1,000 matters, totaling over $75 billion in fund financings.

Our clients include large national and international banks, private equity funds and their managers, real estate funds, and insurance companies. Our market knowledge, combined with our business-minded, client-focused approach, positions us as a market leader on fund finance matters, and we leverage lawyers across our Real Estate, Private Equity, Regulatory, and Tax practices to deliver practical but innovative solutions to complex financings.

We advise on a variety of facilities, including subscription, hybrid, umbrella, NAV, aftercare, second lien, co-investment, pre-fund close bridges, exit bridges, management company, and GP facilities among others.

Additionally, MoFo is at the forefront of fund finance in Asia. We are regularly recommended to banks by sponsors to act as lender’s counsel, and are highly active as speakers/trainers on fund finance, both in that region and globally.

Leveraged Finance

We represent lenders, borrowers, and other transaction participants worldwide on all forms of leveraged finance.

Our team regularly structures and closes leveraged financings, across industries, with experience advising on some of the market’s most sophisticated and complex financings, and the firm has handled virtually every type of real and personal property secured and unsecured financing transaction. As a function of our capabilities, knowledge, and experience, we are regularly called upon to speak at LSTA, LMA, ABA and other leading finance conferences and to write articles for finance journals.

Our team has deep experience closing a broad range of widely syndicated, club, and bilateral leveraged financing structures, including:

  • Acquisition financings
  • Bridge financings
  • Cross-border financings
  • Exit financings
  • High-yield bonds
  • Letter of credit facilities
  • Middle-market financings
  • Project financings
  • Restructurings
  • Special situations
  • Subscription financings
  • Unitranche financings
  • Asset-based lending
  • Commercial paper facilities
  • DIP financings
  • First and second lien loans
  • Investment-grade financings
  • Mezzanine financings
  • Multicurrency financings
  • Receivables, vendor, and supply chain finance
  • Royalties financings
  • Subordinated financings
  • Trade financings

Receivables, Vendor, and Supply Chain Financing

We advise on receivables and vendor finance transactions, with experience developing a wide range of finance programs, including vendor loan and lease programs, software finance programs, and programs for the sale and securitization of receivables.

We represent both capital sources (vendors and lenders) and borrowers, and represent financing sources that include banks, leasing companies, commercial finance lenders, equipment vendors, and captive finance companies. We work with financial institutions and companies in structuring all forms of cross-border financing transactions. These transactions involve companies doing business with international clients, as well as companies creating finance programs for customers based in other countries.

Our lawyers are particularly experienced in the intricacies of software vendor finance, having helped numerous software companies establish and maintain vendor financing programs, including the sale and securitization of software-related receivables.

Structured finance

Our team represents leading financial institutions and fund managers on cross-border or local U.S., European, or Asian structured finance market transactions. In addition to securitization, our practice covers all aspects of businesses that originate, finance, and invest in financial assets, including regulatory compliance, warehouse finance, repurchase agreements, servicing agreements, servicing sales, pipeline and portfolio hedging, and portfolio sales.

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