FINANCE AND STRUCTURED FINANCE

Wilson Sonsini Goodrich & Rosati's attorneys began representing companies and investors in 1961. In the 50-plus years since then, the firm has built sophisticated corporate and finance practices, led by experienced attorneys who offer comprehensive representation to clients at all stages of growth. Start-ups have looked to WSGR for years, helping the firm establish a measurably successful venture finance practice. As they matured, those companies sought other means of raising capital, either through public market financings, private equity, or other available options. As a result, WSGR built a finance and structured finance practice that includes more than 80 attorneys who have substantial experience structuring and closing sophisticated, complex transactions.

The scope of the firm's finance and structured finance practice is comprehensive, encompassing the areas of debt finance, structured finance, securitization, and restructuring. Additionally, the firm has recently expanded the scope of the practice by adding expertise in two areas of growing importance to clients: energy and infrastructure finance and financial services technology (FinTech).

Debt Finance

Our experience includes syndicated and single-bank credit lines, acquisition financings, public-note issuances, structured finance, off-balance-sheet financings, capital leases, and a number of other debt and quasi-debt vehicles. We are a leader in representing business enterprises and investment banks in transactions involving investment-grade and high-yield notes, convertible notes, convertible exchangeable-preferred stock, and trust-preferred securities.

Our debt finance practice serves the legal needs of companies, as well as investment banks, equipment lessors, commercial banks, and other lending institutions that provide important sources of capital to companies as they grow. Our experience includes:

  • Structured finance
  • Syndicated loans and credit lines
  • Acquisition financings
  • Public-note issuances
  • Off-balance-sheet financings
  • Capital leases
  • Other debt and quasi-debt vehicles

We also represent business enterprises and investment banks in transactions involving investment-grade and high-yield notes, convertible notes, convertible exchangeable-preferred stock, and trust-preferred securities.

Structured Finance

The firm's attorneys also have substantial experience creating and negotiating sophisticated structured finance transactions on behalf of banks, investment banks, and institutional and private investors. Our structured finance work helps clients generate capital and profits by leveraging assets that include receivables, commercial aircraft and shipping vessels, intellectual property, leases, loans, commercial and residential properties, inventory, and securities.

The attorneys in our structured finance practice have been instrumental in crafting and closing innovative, first-of-their-kind transactions. For example, the team was responsible for creating the financing to convert the Regal, AMC, and Cinemark theaters to digital cinema—which was later recognized by IDD as the "Media Deal of the Year." Our attorneys have also played an integral role in creating the structure that has become the standard for renewable energy deals in the U.S.

Other recent structured finance transactions include, for example:

  • Creating committed purchase facilities for portfolios of receivables
  • Representing banks in connection with the monetization of receivables
  • Forming joint ventures for the investment in, and construction financing of, maritime vessels
  • Representing banks investing in complex joint ventures formed to invest in secured transactions
  • Representing investors in the development, acquisition, and financing of energy facilities, including wind farms and ethanol plants

In addition, our attorneys have experience representing equity investors and lessees with lease financing. Transactions in this area have primarily involved the financing of equipment and facilities, including power plants, wind farms, aircraft, ships, and railcars.

WSGR's structured finance attorneys work closely with other practices within the firm, partnering most frequently with attorneys who have experience with sophisticated project finance, corporate finance, restructuring, banking, real estate, and tax and tax equity matters.

Securitization

WSGR has a team of attorneys who direct their credit finance, derivatives, and restructuring expertise toward structuring sophisticated securitizations that involve securities backed by tangible and intangible assets. Our attorneys have worked with traditional types of assets, including intellectual property, accounts receivables, inventory, leases, and commercial and residential property. They have also worked with other assets such as energy facilities (wind farms and ethanol plants), commercial aircraft, and shipping vessels.

In addition to representing borrowers, we have represented banks, investment banks, and institutional and private investors. We have handled in transactions involving participants in the banking, energy, shipping, and film industries.

Restructuring

Another core competency of the firm's finance practice is our restructuring expertise. Our attorneys represent creditors and debtors in matters involving distressed assets, as well as distressed entities. We create and negotiate restructuring agreements and workouts on behalf of private and public companies, in addition to advising their boards of directors and committees. We also represent banks, private equity firms, and other financial institutions in restructuring and bankruptcy matters.

The firm's services in this area include, but are not limited to:

  • Restructurings and recapitalization strategies
  • Advising boards of directors on fiduciary duties
  • Reviewing complex capital structures and subordination agreements
  • Advising parties in connection with mergers and acquisitions that involve distressed assets and businesses
  • Advising on the disposition of IP and technology assets in conjunction with restructuring and bankruptcy proceedings

Our restructuring experience includes:

  • Debt purchases
  • Inter-creditor disputes
  • Bankruptcy-initiated auctions
  • Derivative products
  • Out-of-court workouts

Our attorneys have been recognized for their project finance and structured finance work by publications such as Chambers USA, IFLR1000, and Legal 500.