Commercial Finance

An "able and diverse" team - Legal 500

In the area of commercial lending, Cadwalader represents many of the largest international and domestic investment and commercial banks and banking organizations in their capacity as administrative agents, agents or lenders in secured and unsecured syndicated and single-bank lending transactions, including:

  • Acquisition financings
  • Warehouse financings
  • The financing of all manner of financial assets (including repurchase arrangements)
  • Asset-based lending transactions
  • Commodity financings
  • Letter of credit transactions

We also advise institutional investors in the par and distressed bank loan markets and represent lenders in connection with debtor-in-possession financings.

We arrange credit to borrowers in a wide range of industries, including media and communications, energy and pipelines, forest products, food products, branded consumer goods, retail, and commercial real estate operators. The firm also has a substantial practice representing agent banks in syndicated financings for real estate opportunity funds, REITs and REIT affiliates, including financings backed by investor subscriptions.

In collaboration with the firm's restructuring attorneys, Cadwalader also advises administrative agents, agents and lenders in troubled leveraged finance transactions, in super-priority and other in- and out-of-court syndicated lending transactions, and in Chapter 11 debtor-in-possession financings. Adept at interpreting and applying the provisions of the Uniform Commercial Code, Bankruptcy Code, other applicable substantive laws, and regulated and unregulated industry standards, our attorneys efficiently structure workout transactions and negotiate and draft critical documentation, including complex operating and financial covenants, for our clients' protection. With national reputations, these attorneys are well-known to financial market participants and courts around the country, having achieved favorable results in many complex and significant workouts and reorganizations. Their experience extends to implementing and monitoring these restructuring arrangements throughout all stages - from origination to collateral recovery or exit financing.

Equipment and Aircraft Finance: Cadwalader finance attorneys represent lessees, lessors, arrangers, defeasance providers, trustees, equipment vendors, equity participants, underwriters, operators, and financiers of all types in the leasing and financing of domestic and international equipment assets.

We have handled virtually every type of equipment asset, including aircraft; airport and aviation equipment; rolling stock; ships; pipelines; telecommunications equipment (including satellite, long line and wireless technologies); high technology equipment; radio and television licenses; cable systems; oil and gas facilities; port equipment and facilities; manufacturing and industrial equipment; material handling equipment; mining equipment; utility systems (both generators and transmissions); vehicles; warehouse and cargo facilities; medical equipment; construction equipment; inter-modal equipment; and containers.

Our structuring capabilities are broad, including techniques such as operating and synthetic leases, leveraged leasing, foreign sales corporations, cross-border and "double dip" transactions, conduit financings, pooling and securitization structures, and conventional secured loans.

We offer clients particular experience in large-ticket leasing and other financing transactions involving aircraft. Having represented several major air carriers as well as equity investors and lenders in the purchase, sale, leasing, and financing of over 1,000 wide-body, narrow-body, regional and corporate aircraft, the firm is well-versed in all aspects of this complex area. Our expertise extends to the negotiation of fleet and individual aircraft purchases and financings; spare parts financings; simulator and ground handling equipment purchases and financings; and training and cargo facility transactions. Among other types of work, we have negotiated and documented U.S. leveraged leases, lease-in lease-out financings, synthetic leases, German leveraged leases, Japanese leveraged leases, French credit bails, purchase money financings, credit facilities and other debt financings including EETCs.

Public and Private/Public Project Finance: Our lawyers also have expertise in structuring and documenting a wide range of complex public and private/public financings for transportation, office, industrial, multifamily housing, and power facilities, involving the issuance of tax-exempt or taxable debt, lease-based financings, and mortgage financings. These structures often include credit derivatives, like-kind exchanges, credit enhancement, guaranteed investment contracts, defeasance arrangements, insurance products, or a combination of derivatives and securitization techniques. Clients and issuers look to our experience to address the unique tax, accounting, regulatory, legal enforceability, and public policy issues that are raised by these financings.

Commercial Finance
As Counsel to the Lead Arranger/Agent/Lender:

  • ABN Amro Capital USA LLC, as letter of credit issuer, in connection with a $250 million letter of credit facility with a leading refiner and marketer of petroleum products.
  • Bank of America Merrill Lynch, as lead arranger, in connection with $497 million of credit facilities, including first-lien and second-lien term loans and a working capital facility, for a natural-gas fired power facility.
  • Bank of America Merrill Lynch, as lead arranger, in connection with $633 million of credit facilities, including first-lien and second-lien term loans, a working capital facility and a special letter of credit facility, for a natural-gas fired power facility.
  • Bank of America, as joint lead arranger, in connection with a $302 million First Lien Term Loan, $110 million Second Lien Term Loan, and $15 million Working Capital Facility for a generating company that owns and operates a four-unit combined cycle power plant located in California.
  • Bank of America Merrill Lynch, as lead arranger, in connection with a $215 million credit facility, including a term loan facility and a revolver, for a natural gas-fired combined-cycle merchant electric generating facility.
  • Bank of America, as administrative agent, in a $130 million amended and restated credit agreement secured by floating drilling rigs.
  • Bank of America Merrill Lynch, as lead arranger, in connection with a $185 million credit facility, including a term loan facility and a revolver, for a natural gas-fired combined-cycle merchant electric generating facility.
  • Merrill Lynch Commercial Finance Corp. as joint lead arranger and as administrative agent for a syndicate of lenders, in connection with a $1.35 billion credit facility (to finance the acquisition of an entity specializing in the ownership and management of softwood timberlands).
  • Bank of America as administrative agent, Swingline Lender and L/C Issuer in multi-bank secured oil and gas borrowing base credit facility. It was a syndicated financing of a highly (and unusually) structured acquisition of oil and gas properties that included a refinancing of existing indebtedness of the seller of those oil and gas properties.
  • Banc of America Securities LLC, as sole lead arranger, and Bank of America, N.A., as administrative agent and collateral agent, in connection with (i) a $750 million term loan agreement and (ii) an additional term loan agreement of $550 million for International Lease Finance Corporation (served as co-counsel). Merrill Lynch Commercial Finance Corp., as sole lender, in connection with a $465 million term loan facility (to a borrower specializing in moving and storage products).
  • Merrill Lynch Bank USA, as issuing bank for a syndicate of lenders, in connection with $300 million letter of credit facility (to a borrower to support an airline's reimbursement obligation to its credit card processor).
  • Merrill Lynch Mortgage Capital Inc., as sole lead arranger and as administrative agent for a syndicate of lenders, in connection with $300 million credit facility (to a borrower for the purpose of financing the operations of a major airline carrier).
  • Merrill Lynch Mortgage Capital Inc., as sole lender, in connection with $200 million credit facility (to a borrower specializing in the financing and acquisition of mobile homes). Merrill Lynch Commercial Finance Corp. as sole lender, in connection with $187.15 million credit facilities (to borrowers holding title to antiques, paintings and decorative objects).
  • Merrill Lynch Mortgage Capital Inc., as sole lender, in connection with a $145 million credit facility to finance the acquisition of a high-end antique jewelry retailer secured by magnificent jewels and a high-end retail jewelry boutique, and the subsequent workout of the credit facility.
  • Bank of America, N.A., as term loan B lender, in connection with refinancing of $90 million first and second lien credit facilities (to a borrower focused on the manufacturing of pet supplies).
  • Banc of America Securities LLC, as sole lead arranger, and Bank of America, N.A., as administrative agent and collateral agent, in connection with a $40 million second lien credit facility (to a borrower specializing in the development and manufacturing of health and fitness products).
  • Barclays Capital, as arranger, of structured financing of notes issued by a Delaware statutory trust that used the proceeds to acquire a volumetric production payment.
  • BNP Paribas, as administrative agent and collateral agent, and BNP Paribas Securities Corp., as sole lead arranger and sole bookrunner, in connection with amendment and restatement of a $350 million (with an accordion feature which may increase the commitments to up to $450 million) syndicated secured asset-based working capital facility for an independent natural gas and power marketing company and a $30 million syndicated secured term loan facility for a related midstream business. The facilities are cross collateralized and include complex intercreditor arrangements.
  • BNP Paribas, as administrative agent and collateral agent, and BNP Paribas Securities Corp., as sole lead arranger and sole bookrunner, in connection with the amendment and restatement of a $500 million (with an accordion feature which may increase the commitments to up to $700 million) syndicated secured working capital facility for an energy trading and terminal company.
  • BNP Paribas, as administrative agent and collateral agent, and BNP Paribas Securities Corp., as sole lead arranger and sole bookrunner, in connection with the amendment and restatement of a $310 million (with an accordion feature which may increase the commitments to up to $450 million) syndicated secured multicurrency working capital facility for an independent natural gas and power marketing company. The amendment and restatement was done in connection with a major acquisition.
  • BNP Paribas, as administrative agent and collateral agent, in connection with a $1.3 billion syndicated secured revolving borrowing base credit facility with a leading global commodities trading company.
  • BNP Paribas, as administrative agent and collateral agent, and BNP Paribas Securities Corp., as sole lead arranger and sole bookrunner, in connection with the amendment and restatement of a $135 million (with an accordion feature which may increase the commitments to up to $150 million) syndicated secured working capital facility for an independent natural gas and crude oil marketing company.
  • BNP Paribas, as administrative agent and collateral agent, and BNP Paribas Securities Corp., as lead arranger, in connection with a $500 million (with an accordion feature up to an additional $500 million) syndicated secured multicurrency working capital facility for a newly organized energy trading company.
  • BNP Paribas, as administrative agent and collateral agent, and BNP Paribas Securities Corp., as lead arranger, in connection with a $2 billion syndicated secured working capital credit facility with a $500 million Canadian sub-facility for a leading international energy marketing and trading company.
  • BNP Paribas as administrative agent in connection with a $200 million syndicated secured working capital credit facility for a full-service natural gas marketing company. BNP Paribas, as administrative agent and collateral agent, and BNP Paribas Securities Corp., as lead arranger, in connection with a $3 billion syndicated secured working capital credit facility with a $500 million Canadian sub-facility (for a leading international energy marketing company).
  • BNP Paribas, as administrative agent, lead arranger and collateral agent, in connection with a $1.6 billion (with an accordion feature up to an additional $1.0 billion) syndicated secured working capital credit facility (for a major international full-service energy trading company).
  • BNP Paribas, as administrative agent and collateral agent, in connection with an $825 million syndicated secured working capital credit facility and a $200 million syndicated secured acquisition facility (for a major energy storage, handling, procurement, delivery and trading company).
  • BNP Paribas, as administrative agent, lead arranger and collateral agent, in connection with a $550 million syndicated secured revolving working capital credit facility and a $100 million syndicated secured term working capital credit facility (for a major energy wholesale, storage, trading and distribution company).
  • BNP Paribas, as administrative agent and collateral agent, and BNP Paribas Securities Corp., as sole lead arranger, in connection with a $600 million syndicated secured working capital credit facility (for a major energy storage, transportation and trading company).
  • BNP Paribas, as administrative agent and collateral agent, and BNP Paribas Securities Corp., as joint lead arranger, in connection with a $500 million first lien syndicated revolving and credit-linked exit facilities (for a major oil trading and marketing company emerging from bankruptcy).
  • BNP Paribas, as administrative agent, lead arranger and collateral agent, in connection with a $500 million syndicated secured working capital credit facility (for a large domestic wholesale distributor of refined petroleum products).
  • BNP Paribas, as agent, lead arranger and syndication agent, in connection with a $450 million letter of credit facility backing the commercial paper program (for a major energy marketing company).
  • BNP Paribas, as administrative agent and collateral agent, in connection with a $450 million syndicated secured working capital credit facility (for a full-service natural gas marketing company).
  • BNP Paribas, as purchaser, in connection with a $450 million participated receivables discounting facility with a leading global commodities trading company.
  • BNP Paribas, as administrative agent and collateral agent, and BNP Paribas Securities Corp., as sole lead arranger, in connection with a $225 million syndicated secured working capital credit facility (for a startup energy marketing and trading company).
  • BNP Paribas, as administrative agent, in connection with a $150 million syndicated secured working capital credit facility (for a natural gas wholesale and marketing company).
  • BNP Paribas, as administrative agent, in connection with a $150 million syndicated secured working capital credit facility (for a domestic natural gas marketing company).
  • BNP Paribas, as administrative agent, in connection with a $100 million syndicated secured working capital credit facility (for a natural gas marketing company).
  • Cantor Fitzgerald Securities as administrative agent, in connection with $200 million aggregate first and second lien exit facilities (for a medical supply company emerging from bankruptcy).
  • Cantor Fitzgerald Securities as replacement administrative agent on a prepetition credit agreement, and as agent, in connection with the proposed $80 million first and second lien exit facilities (for a casino gaming debtor).
  • Citibank, N.A., as administrative agent and Citigroup Global Markets, Inc., as arranger, in a $275 million going private financing of a public exploration and production company.
  • JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and J.P. Morgan Securities LLC, as sole lead arranger and sole bookrunner, in connection with the pre-packaged bankruptcy of Revel AC, Inc. and various subsidiaries. The representation included negotiation of additional tranches of pre-petition debt, a restructuring support agreement, a $250 million debtor-in-possession credit facility, a $75 million (with an accordion feature which may increase the commitments to up to $100 million) exit first-lien revolving credit facility and a $260 million exit second-lien term loan credit facility.
  • JPMorgan as agent in the out-of-court restructuring of $1.8 billion senior secured credit facilities for an international resort company.
  • JP Morgan, as administrative agent, Swingline Lender and L/C Issuer in multi-bank credit facility that provides for revolving loans, swing line loans and multi-currency letters of credit. The deal provides multi-currency letters of credit for a major operator of refineries in the US.
  • JPMorgan as administrative agent in connection with a $100 million (with an accordion feature which may increase the commitments to up to $150 million) syndicated senior unsecured holdco loan entered into in conjunction with a $3.6 billion real estate financing.
  • JPMorgan Chase Funding Inc., as senior lender in connection with an $8 million multiple draw term loan facility for an investment fund.
  • KCAP Financial, Inc. as administrative agent in connection with a $13.4 million subordinated second lien term loan to a newly formed borrower organized by a financial sponsor in connection with the acquisition of a manufacturer of heater and pump equipment used in the hydraulic fracturing industry.
  • Morgan Stanley Asset Funding Inc., as administrative agent for a syndicate of lenders, in connection with $850 million bridge loan financing (to Global Signal Acquisitions II LLC to finance the acquisition of a portfolio of wireless communications towers from Sprint Corporation).
  • Morgan Stanley Asset Funding Inc., as administrative agent for a syndicate of lenders, in connection with a $420 million multiple draw acquisition term loan facility secured by a portfolio of wireless communication towers.
  • Morgan Stanley Asset Funding Inc., as administrative agent for a syndicate of lenders, in connection with a $150 million delayed draw term acquisition credit facility secured by a portfolio of wireless communication towers.
  • Morgan Stanley Asset Funding Inc., as administrative agent for a syndicate of lenders, in connection with a $133.73 million delayed draw term acquisition credit facility secured by a portfolio of wireless communication towers in anticipation of a securitization take-out financing.
  • Morgan Stanley Senior Funding Inc., as lead arranger and as administrative agent for a syndicate of lenders, in connection with a $102.5 million term loan facility and a $15 million revolver loan facility (to finance the acquisition of Commercial Defeasance, LLC, a company specializing in the defeasance of commercial mortgage loans, by an investor group led by Summit Partners).
  • Morgan Stanley Asset Funding Inc., as administrative agent for a syndicate of lenders, in connection with a $50 million mezzanine term acquisition credit facility secured by the equity of a portfolio company which owns a portfolio of wireless communication towers.
  • Miriam Osborn Memorial Home Association in connection with a $45,115,000 revenue bond financing from the Dormitory Authority of the State of New York.
  • Royal Bank of Canada, as lender, under a $125 million structured cross-border lending facility to affiliated funds of funds managed by a leading asset management company, secured by portfolios of hedge fund interests held in offshore securities accounts.
  • Royal Bank of Canada, as lender, under a $545 million structured cross-border lending facility to affiliated funds of funds managed by a leading asset management company, secured by portfolios of hedge fund interests held in onshore and offshore securities accounts, which collateral is shared with another bank.
  • Royal Bank of Canada, as lender, under various other revolving credit facilities to domestic and offshore fund of funds secured by portfolios of hedge fund interests held in onshore and offshore securities accounts.
  • Société Générale, as credit provider, under a $875.5 million structured cross-border lending facility to affiliated funds of funds managed by a leading asset management company, secured by portfolios of hedge fund interests held in onshore and offshore securities accounts, which collateral is shared with another bank.
  • Société Générale, as agent, under a $800 million structured cross-border lending facility to affiliated funds of funds managed by a leading asset management company secured by portfolios of hedge fund interests held in onshore and offshore securities accounts.
  • Société Générale, as agent, in connection with the restructuring of a $200 million structured cross-border lending facility to an offshore fund of funds managed by a leading asset management company to accommodate a run-off fund to facilitate the distribution in kind of illiquid hedge fund interests held in an offshore securities accounts.
  • Société Générale, as administrative agent and collateral agent, and SG Americas Securities, LLC, as sole lead arranger and sole bookrunner, in connection with a $175 million (with an accordion feature which may increase the commitments to up to $225 million) international asset-based soft commodity working capital facility.
  • Société Générale, as agent, under various other revolving credit facilities to domestic and offshore fund of funds secured by portfolios of hedge fund interests held in onshore and offshore securities account.
  • Société Générale, as administrative agent and collateral agent, in connection with a $240 million syndicated secured working capital credit facility for a major international coffee trading firm.
  • Société Générale, as lender, in connection with a $450 million revolving credit facility with a leading global commodities trading company.
  • UBS AG, Stamford Branch, as agent, in connection with a $1.9 billion global multi-currency financing to the owner and operator of international malls.
  • United States Treasury Auto Task Force in General Motors restructuring, including GM's $33.3 billion DIP financing and $13.4 billion loan facility.
  • United States Treasury Auto Task Force in Chrysler's restructuring, including Chrysler's $4.1 billion DIP financing and $7.5 billion exit financing.
  • Wachovia Capital Markets, LLC, as administrative agent, in connection with $750 million global multicurrency credit facilities (to a borrower specializing in the warehousing of bonds and loans).
  • Wells Fargo Energy Capital, Inc. as administrative agent, in a $77 million second lien term loan acquisition facility secured by oil and gas properties.
  • Yucaipa, as lender, under a $2.4 million debtor-in-possession syndicated credit agreement to ICBC Broadcast Holdings, Inc., and a $70 million syndicated credit agreement to YMF Media LLC.

Commercial Finance
As Counsel to the Underwriters/Note Purchasers:

  • Bank of America Merrill Lynch, as initial purchaser and representative of the underwriters, in connection with the issuance of $3.9 billion of senior secured notes of International Lease Finance Corporation (served as co-counsel).
  • Barclays Capital, as initial purchaser of Lorillard Tobacco Company's guaranteed $750 million offering of 6.875% Senior Notes due May 1, 2020 and $250 million offering of 8.125% Senior Notes due May 1, 2040.
  • Barclays Capital, as initial purchaser of Lorillard Tobacco Company's guaranteed $750 million offering of 8.125% Senior Notes due June 23, 2019.
  • Credit Suisse in establishing a secured hedge facility with Crudecorp ASA pursuant to an ISDA Master Agreement, including a prepayment facility, oil hedging and gas transactions. The facility is secured by a mortgage on producing oil and gas wells.
  • Credit Suisse International, as paying agent, collateral agent and variable funding note purchaser, under various note purchase facilities to domestic and offshore fund of funds with aggregate commitments exceeding $1 billion secured by portfolios of hedge fund interests held in onshore and offshore securities accounts.
  • Fleetwood Enterprises in registered exchange offer of senior notes and warrants for issuer's $100 million principal amount of 5% convertible senior subordinated debentures (represented convertible noteholders).
  • Goldman Sachs as initial purchasers of 6.25% Senior Notes due 2027 of XL Capital Ltd.
  • Jeffries & Company, Inc. as initial purchaser of $250 million senior notes of casino gaming company (withdrawn).
  • JPMorgan Chase Bank, N.A., as put option seller, calculation agent and collateral agent, and its affiliate, J.P. Morgan Whitefriars, Inc., as noteholder, under various note purchase facilities to fund of funds with aggregate commitments exceeding $300 million secured by portfolios of hedge fund interests held in onshore and offshore securities accounts.
  • JP Morgan as initial purchasers of 5.875% Notes due 2012 and 6.400% Notes due 2012 of Pactiv Corporation.
  • JP Morgan as initial purchasers of 10% Senior Notes due 2014 of Stewart & Stevenson Inc.
  • Wachovia Securities and Lehman Brothers as underwriters of $550 million registered 8.375% Fixed/Floating Rate subordinated notes due 2066 of Enterprise Products Operating L.P.
  • Wachovia Securities, Lehman Brothers, JP Morgan and Citi as underwriters of $700 million registered 7.034% Fixed/Floating Rate subordinated notes due 2068 of Enterprise Products Operating L.P.
  • Wachovia Securities and JP Morgan Securities as underwriters of $300 million registered 7% Fixed/Floating Rate subordinated notes due 2067 of Teppco Partners L.P.

Equipment and Aircraft Finance

  • Bank of America Merrill Lynch as lead underwriter and arranger in connection with the negotiation and documentation of the security and collateral package for a $3.9 billion secured bond offering by International Lease Finance Corporation (ILFC), a subsidiary of AIG and one of the largest purchasers/owners of aircraft in the world
  • Bank of America Merrill Lynch and Goldman Sachs as agents in connection with the negotiation and documentation of two term loan facilities consisting of (i) a $750 million term loan agreement secured by 43 aircraft and (ii) an additional term loan agreement of $550 million through a newly formed subsidiary, the obligations of which are guaranteed by ILFC and secured by certain non-restricted subsidiaries of ILFC that hold title to 37 aircraft
  • Northwest in the restructuring of four Boeing 747-400 aircraft leveraged leases involving one series of public debt. and in the restructuring of two Boeing 747-400 and nine Boeing 757-200 aircraft leveraged leases involving another series of public debt
  • Northwest in the $1 billion syndicated debt refinancing of fourteen Airbus A330 aircraft, one Airbus A319 aircraft and one Airbus A320 aircraft
  • Northwest in connection with its order of 36 Bombardier CRJ-900 regional jets and its order of 36 Embraer ERJ-175LR regional jets, together with the negotiation of associated debt financing of these aircraft
  • Northwest in connection with the redemption of publicly issued NWA Trust No. 2 Aircraft Notes and subsequent refinancing of the related leveraged leases of 13 Airbus A320 aircraft
  • GE Capital in the lease financing of Northern Telecom switching equipment located in Colombia
  • BNP in the Industrial Development Authority lease financing for a 55MW gas-fired cogeneration facility 
  • Barclays in the sale-leaseback, leveraged-lease $110 million financing of a spunbonded non-woven fabric manufacturing facility in Tennessee
  • AMBAC as lender, payment underwriter, and stipulated lease guarantor in a $217 million loop debt leveraged lease financing of new maintenance and repair facilities for the Massachusetts Bay Transportation Authority

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11 Attorneys

Carter, Evan Associate Charlotte
T. +1 704 348 5327
Flippen, John T. Senior Attorney New York
T. +1 212 504 6992
Horowitz, Martin Associate Charlotte
T. +1 704 348 5177
Johnson, Stephen M. Associate Charlotte
T. +1 704 348 5165
Lenkowsky, Steven Counsel New York
T. +1 212 504 6127
Leverone, Ryan B. Associate Charlotte
T. +1 704 348 5180
Lynch, Michael Associate Charlotte
T. +1 704 348 5127
McDermott, Christopher M. Partner Charlotte
T. +1 704 348 5184
New York
T. +1 212 504 6184
Nagle, Jeffrey Partner Charlotte
T. +1 704 348 5267
Stempler, Matthew A. Senior Attorney Charlotte
T. +1 704 348 5179
Summers, Adam D. Partner New York
T. +1 212 504 5760

Contact(s)

Richard M. Brand
+1 212 504 5757 
richard.brand@cwt.com
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