Practice Area: Banking & Financial Services

Chair– Patricia Lane

FisherBroyles’ Banking & Financial Services Practice Group represents both borrowers as well as financial institutions.

Debt Financing Team

Our dedicated Debt Financing Team, which represents borrowers, is recognized by Chambers & Partners for its outstanding work product and excellence in client service. Our clients range from Fortune 500 companies to start-ups and encompass the entire credit spectrum, from those with investment grade credit ratings to those in bankruptcy.  Representing this broad and varied client base gives us an exceptional understanding of the debt markets. We leverage our experience for the benefit of our clients, providing counseling on the best available commercial and legal terms for their debt facilities.

We help our clients by offering creative counseling and solutions to complex problems, operational support, market insights and effective negotiation and execution of transactions and other financing arrangements. Our team handles a broad range of debt transactions, including:

• Public and private company credit facilities
• Debt issuances
• Leveraged financings
• Mezzanine financings
• Receivables financings
• Securitizations
• Acquisition financings
• Project finance
• Fund finance
• Construction finance
• Convertible debt
• Commercial paper issuances
• Floor plan financings and related program documentation
• Private placements
• Workout and debt restructurings
• Debtor-in-possession financings

We skillfully advise clients on their derivative transactions (including novel swap products) and related regulatory compliance, treasury management agreements and other agreements respecting treasury products. This broad and varied experience gives us a deep understanding of the needs of our borrower clients and the ability to provide strategic and focused advice tailored to their capital structure.

Our Debt Financing Team also structures transactions to comply with bankruptcy remoteness requirements necessary to satisfy true sale and substantive consolidation standards for legal and accounting purposes and has handled numerous asset classes, including electronic and physical chattel paper, loans, receivables, leases, and future flow receivables.

The support provided by our dedicated Debt Financing Team with respect to the wide range of debt and other treasury transactions undertaken by our clients allows us to take a fully integrated approach to counseling our clients, offer a “one stop shop” for their financing matters, and proactively identify opportunities to improve the terms of their debt.  With this approach, we strive to simplify the legal landscape for our clients, allowing them to focus on achieving business objectives and avoid unnecessary legal complications, helping to create a significant competitive advantage.

Representative Matters Include:

Credit Facilities, Securitizations and Floor Plan Financings

• A private company borrower in a $110 million receivables- backed credit facility to finance the acquisition of shares from an ESOP
• A private company borrower in a $100 million future flow receivables-backed investment agreement
• A private company borrower in connection with its $11 billion revolving and term credit facility
• A Fortune 150 public company borrower in connection with its $4 billion revolving credit facilities
• An industry leading public company borrower in connection with its $3 billion revolving credit facilities
• A Fortune 1,000 public company borrower in connection with its $1.42 billion revolving credit facilities
• A national sports team borrower in connection with its term loan facility
• A private company borrower in connection with its $500 million revolving credit facility
• A private company borrower in connection with its $400 million term loan facility
• A Fortune 1,000 public company in the issuance of asset-back securities in public offerings totaling $1.15 billion
• A Fortune 1,000 public company borrower in connection with its medium- term note offering totaling $500 million
• A private company borrower in connection with its $350 million floor plan financing program
• A private company borrower in connection with its $200 million supply chain financing facility
• A private company borrower in connection with its $40 million junior term loan facility

Financial Institutions Team

FisherBroyles’ banking and financial services practice also represents financial institutions ranging in size from small community banks to credit unions and other lenders to large multinational money centers across the country.

KEY SERVICES:

• Reporting and regulatory compliance
• Capital raising
• Strategic planning
• Mergers and acquisitions
• Asset resolution, including foreclosure, litigation, and loan workout
• Lending
• Derivatives and structured finance
• Securities
• Corporate governance
• FDIC failed bank acquisitions
• Troubled bank resolution
• Subchapter S election
• Going private transactions
• Going public (IPO) transactions
• De Novo organization and formation
• Board and shareholder matters
• Technology

CORPORATE & REGULATORY

Our banking and financial services attorneys focus on regulatory, corporate, securities, lending, financing, derivatives, and structured finance matters for our financial institutions clients. We assist our clients and all manner of banking transactions from De Novo bank formation to FDIC resolution. We assist banks to formulate and understand bidding models for the acquisition of failed financial institutions from the FDIC. We provide our clients assistance in strategic acquisitions as well as strategies for the disposition of distressed assets. We assist our clients in developing their strategic plans, including successful capital races. We partner with our clients to raise capital, to restructure boards and shareholder bases, to go private or public, to make subchapter S elections, and form holding companies. We assist our clients in public and private offerings of debt and equity securities, the full range of corporate transactions, commercial lending, ownership succession and estate planning issues, officer and director compensation packages and retirement planning, negotiating and defending regulatory administrative actions, and providing advice about all aspects of bank and thrift statutory law, regulation and interpretation. We also represent banking clients engaging in ancillary activities and acquisitions involving insurance, securities brokerage, swap agreements, and investment advisory services. The firm regularly provides lending, workout, bankruptcy, litigation, employment law, employee benefits, insurance, environmental, intellectual property, tax, technology and outsourcing, real estate, and similar legal specialty work for our financial institutions clients.

Representative bank regulatory financial institutions transactions:

• Led negotiations in the $1.1 billion sale of a national bank.
• Successful capital raises for Community Banks.
• Formed one of the final Georgia banks to obtain a charter.
• Represented a large regional bank in multiple affiliate merger transactions, as part of its program to consolidate its affiliate charters.
• Advised numerous financial institutions in FDIC bid and purchase opportunities.
• Represented a major real estate developer in multiple transactions acquiring distressed assets from financial institutions.
• Represented multiple investor groups in investment transactions in financial institutions.
• Represented regional and local banks in SEC and treasury reporting obligations after receiving TARP CPP investments.
• Represented numerous financial institutions in negotiating complying with their regulatory orders.
• Represented numerous financial institutions and raising capital, including public and private offerings.
• Represented numerous financial institutions in mergers and acquisitions transactions, including asset and stock transactions, whole bank, loan portfolios, branches, identified assets, control, and non control sales and acquisitions.
• Represented numerous financial institutions in corporate restructuring, holding company, management, shareholder, and director matters, strategic planning, corporate governance, and regulatory issues.

LENDING

FisherBroyles banking and financial services group represents clients in a broad range of lending, financing, derivatives, and structured finance transactions. The firm also represents financial institutions including banks and other lenders, insurance companies and brokerage firms in the technology and outsourcing arena.

Our lending practice also includes corporate lending, asset based lending, equipment leasing, borrower representation, and commercial real estate transactions. We regularly represent clients in sophisticated financing transactions, including term and revolving credit loans, loans secured by real and personal property (including intellectual property), working capital and acquisition loans, corporate or cash flow loans, syndicated loans, inter creditor agreements, debtor in possession (DIP) loans, asset based loans, factoring, loans with warrant or equity co investments, loan restructurings and workouts equipment leasing, and aircraft financing of all types and structures.

STRUCTURED FINANCE

Our attorneys have extensive experience in derivatives, structured finance, and securitization transactions. We have represented sponsors, borrowers, underwriters, servicers, collateral managers, credit enhancers, and derivatives counterparties. Our experience encompasses the full range of transaction types and structures in this market including RMBS, CMBS, CLOs, CDOs, ABS, interest rate derivatives, and credit default swaps. We have worked on structured finance and asset based lending transactions involving a variety of asset types including auto loans and leases, credit card receivables, trade receivables, residential and commercial mortgage loans, aircraft and aircraft engines, other equipment leases, corporate bonds, oil and petroleum products, drug royalty payments, insurance products, securities lending accounts and asset management fees. We regularly represent parties to derivative and repurchase transactions, negotiate ISDA Master Agreements and Credit Support Annexes, SIFMA Master Repurchase Agreements and related collateral documents. We advise on compliance with Title VII of the Dodd Frank Act, including clearing and trade reporting requirements, and negotiate derivatives clearing agreements for our clients. We have drafted disclosure documents and distribution agreements for the offering of structured notes and certificates of deposit and advised on best practices for such offerings.

• Advising on the early termination, close out and netting of derivatives transactions.
• Assisting in the development of derivatives documentation policies.
• Advising on compliance with Title VII of the Dodd Frank Act.
• Negotiating derivatives clearing agreements and cleared derivatives execution agreements.
• Negotiating Master Repurchase Agreements and tri party custody agreements for repurchase transactions.
• Drafting disclosure documents and negotiating distribution agreements for structured notes and certificates of deposit.