Energy, infrastructure and real estate development and financing

• Counseled the equity investor in the developer of utility-scale solar projects in India regarding the EPC contract and vendor financing as well as the syndicated project loan backed by the investor’s corporate guarantee.
• Counseled a Dutch energy utility in its subsidiary’s stock acquisition of a gas exploration and development company.
• Counseled the developer regarding a turnkey construction contract for a 225 MW dual-fired, combined-cycle power project in Pakistan.
• Counseled the developer regarding the acquisition, development, construction and leasing of an infill office building in downtown Washington, DC requiring complex arrangements for subjacent support and related development rights.
• Counseled the landlord regarding the leasing of an entire office building in downtown Washington, DC.
• Counseled the lenders regarding a $154 million synthetic lease construction financing.
• Counseled the lender regarding a $145 million mortgage financing secured by a 1.1 million square foot General Services Administration office lease for the U.S. Department of Transportation.
• Counseled the borrower regarding a $65 million office building mortgage refinancing.
• Counseled the borrower regarding a $63 million leveraged lease acquisition and construction financing of 860 military housing units in South Dakota.
• Counseled the operating partner regarding forming a limited liability company joint venture to develop a 2,000-acre real estate project in Colorado.
• Counseled the seller-lessee regarding two real estate sale-leaseback transactions backed by a parent corporate guarantee.
• Counseled multi-generational, high-net-worth family partnerships in reorganizing their interests in a variety of commercial real estate investments.

Startup, emerging and investment fund ventures

• Counseled the sponsor, developer and operator of rent-to-own housing regarding the structure and key provisions of investment funds, including the limited liability company agreement, the capital structure and terms with key equity investors and bank lenders as well as the terms and private placement memorandum for a Reg D offering.
• Counseled the equity investor in the developer and operator of a tire-recycling-into-carbon-black facility regarding modifications to and the enforceability of the off-take agreement under various performance scenarios.
• Counseled an emerging U.S. medical device company in the acquisition of patents, trade secrets, prototypes and materials and equipment from a Swiss medical device company.
• Negotiated and drafted limited liability agreements, site leases, power purchase agreements, engineering, procurement and construction contracts, operations and maintenance agreements, and solar renewable energy credit (SREC) forward purchase agreements for a startup solar energy company’s development and management of 50 MW of commercial solar energy projects and a related SREC trading business, while enhancing investor returns through structuring federal Section 1603 grants, bonus depreciation and other tax incentives.
• Counseled the sponsor in structuring and negotiating a $1 billion off-shore global project loan financing fund, including project loan acquisition, management, restructuring and disposition criteria, risk transfer mechanics and senior and subordinated debt collateralization and payment priorities.
• Counseled a consortium of 34 hospitals and medical schools regarding the organizational structure and contract arrangements for a genomics/proteomics research, informatics center and biorepository.
• Counseled the underwriters regarding a $300 million, high-yield, senior secured bond private placement to finance development and construction of an Australian nickel mine.

Structured investments

• On behalf of a Japanese bank, structured and negotiated cross-border joint ventures and investments with foreign financial institutions, including MOUs, letters of intent, shareholder agreements and corporate recapitalizations.  Established the bank’s U.K. securities company and its Frankfurt branch, and conceived and structured a repo-financing/asset-swap risk transfer mechanism to eliminate its credit, position and counterparty risks.
• Led teams for structured investments through special purpose entities in whole business securitizations of cash flows of retail operating companies in the UK and Germany, hedged by various swaps.
• Structured and documented award-winning securitizations of repackaged performing and sub-performing RMBS portfolios.
• Structured and negotiated the phased recapitalization of a consumer finance company through asset dispositions and asset-backed securitizations.  Conceived and documented collateralized break-up fee and expense-reimbursement arrangements, which were enforced in the company’s bankruptcy.
• Structured, negotiated and documented the sale of silent participations in public sector loans.  Conceived and structured mechanisms to eliminate transferor credit risk, ensure true-sale treatment for legal, accounting and tax purposes, and mitigate servicing risks.
• Structured and negotiated the offshore purchase by a Japanese bank of a non-performing mortgage portfolio from a Korean bank.  Oversaw legal, accounting and tax due diligence, and conceived and put in place an onshore AMC/offshore (Dutch) holding-financing company structure.
• Counseled a London-based structured investment vehicle in its recapitalization involving structuring offshore special purpose vehicles, issuing and exchanging three tiers of securities, including complex derivatives, and negotiating the related credit facility and key personnel finance.
• Counseled the seller regarding a coupon stripping transaction involving $310 million in coupon payments.

Capital Markets

• On behalf of a Lehman Brothers counterparty trading firm, analyzed and pursued self-help remedies under the termination, netting and close-out provisions of U.S. and U.K. master securities lending and repo agreements to minimize the firm’s losses, and analyzed close-out trading results and prepared and filed the firm’s claims and supporting materials in the Lehman Brothers insolvency and bankruptcy proceedings.
• Led a Japanese bank’s team that raised US$2.5 billion through Rule 144A/Reg S, debut global offerings of hybrid Tier 1 preferred securities and lower Tier 2 subordinated notes, including structuring the securities and negotiating their terms and the preparation of the related purchase agreements and offering documents.
• Led a Japanese bank’s team that amended and restated a US$5,000,000,000 euro-MTN program and a debut domestic shelf program for public offerings of structured notes, including structuring the program and negotiating the terms of the notes.
• Counseled the issuer regarding a $160 million public offering of trust-preferred securities and a $200 million public offering of debt with similar tax treatment.

Syndicated Lending

• Counseled the issuer regarding a $150 million, high-yield, senior subordinated note private placement to finance a corporate recapitalization.
• Counseled the borrower regarding a $1.3 billion revolving credit facility to finance a three-way corporate spin-off and for a $25 million synthetic lease.
• Counseled the issuer and the lessee regarding a $1.266 billion structured railcar fleet acquisition and senior secured note private placement.
• Counseled the borrower regarding a $100 million secured term loan and revolving credit facility to finance a corporate buy-out.
• Counseled the borrower regarding a $2.25 billion revolving credit facility to finance a corporate de-merger.
• Counseled the borrower regarding a $175 million secured term loan and revolving credit facility to finance a corporate spin-off.
• Counseled the lending syndicate regarding restructuring a $245 million senior note credit card receivables facility secured by inventory, capital stock and guarantee.
• Counseled the borrower regarding a $700 million term loan secured by a pledge of capital stock in a Mexican corporate group and a personal guarantee.