Finance

Overview

Arent Fox’s Financing Group works closely with our real estate, bankruptcy and tax lawyers to provide clients with integrated business advice regarding financing transactions of all types.

Bank Finance and Financial Institutions

We offer a range of services to our clients who are regularly involved in complex financial transactions. We represent banks, insurance companies, savings and loan institutions and public pension funds. We provide counsel on secured and unsecured loans to private equity groups, venture capital investors, commercial finance companies and other financial intermediaries.

When a business needs to borrow for working capital, expansion, acquisition, development, construction or other activities, or when a business needs to restructure existing financing to respond to the demands of the rapidly changing economic environment, Arent Fox has the expertise to handle the legal demands of complex transactions. Services include:

• Acquisition financing
• Bridge financing
• Construction financing
• Permanent financing
• Mezzanine financing
• Sale-leaseback financing
• General corporate lines of credit
• Asset-based financing
• Tax-exempt and taxable public financing.

Arent Fox’s experience spans diverse acquisition, development and construction projects, including residential construction and renovation, office tower construction, stock and asset acquisitions, asset-based financing, communications lending, general corporate finance, project finance, restructuring of real estate loans, leveraged buyout financing, general corporate loan facilities and asset securitization.

We have worked on a broad range of transactions, including high-rise office buildings, mixed-use complexes, multifamily housing, large and small shopping centers, single-tenant occupied sites and residential subdivisions.

Services include:

• Structuring of project transactions
• Producing documents
• Reviewing and analyzing due diligence
• Negotiating loans
• Advising on collateral and credit enhancement, letters of credit, guarantees, swap agreements, caps, debentures, warrants, participating interests, inter-creditor and subordination agreements.

In conjunction with our Litigation and Bankruptcy and Financial Restructuring groups, we represent financial institutions in litigation involving lender liability issues, foreclosures, bankruptcies, debtor’s cases, creditors committees and liability of directors and officers of banks.

Representative Transactions

Examples of our work in this area include:

• Initiating a mezzanine loan program for major hotel franchisor for loans to franchised hotels by franchisor, secured by partnership interests to rehabilitate hotels already encumbered with first trust financing.
• Representing an opportunity fund lender in connection with a mezzanine loan secured by partnership interests in partnership owning a multifamily property located in Pennsylvania.
• Representing a client as owner, mezzanine lender to the owner and credit enhancer of a $300-million construction financing and resort manager for a large hotel operator in connection with the development of its largest worldwide resort, the Grande Lake Resort & Spa in Orlando, Fla.
• Representing a lender in a mezzanine loan related to an office building in Falls Church, Va., secured by a subordinate deed of trust and pledge of ownership interests.

Public Finance

Arent Fox represents issuers and underwriters of tax-exempt debt, corporate and nonprofit conduit borrowers, and financial institutions providing credit and liquidity facilities for municipal obligations. We offer services relating to all aspects of public finance, including:

• Federal tax and securities law aspects of municipal finance
• Municipal workout and bankruptcy advice
• Legislative drafting
• Primary and secondary market disclosures
• Structured financial products, including derivatives.

Arent Fox is experienced in the full range of tax-exempt and taxable public financings. We have participated in multifamily and single-family housing, health care, industrial development, nonprofit associations, higher education, hospital, student loans, transportation, infrastructure, public power, water and sewer, solid waste disposal, utilities, state appropriation credits and other revenue-backed transactions. Arent Fox experts in tax, securities law, health care, real estate, project finance, financial restructuring and general corporate matters assist the Finance Group in structuring innovative and cost-effective transactions for our clients.

Arent Fox represents major credit enhancers that participate in transactions throughout the United States. We help credit enhancers establish innovative programs and methods of providing credit enhancement and liquidity support. We understand the perspective, needs and approach of credit enhancers to complicated credits and work closely with marketing, credit and underwriting teams at financial institutions to ensure maximum protection for the credit enhancer.

We represent bond trustees, bondholders and credit enhancers to maximize recoveries on tax-exempt bonds in workouts or bankruptcies. We also have advised clients involved in the restructuring of airlines, hospitals, senior living facilities, multifamily housing projects, student loans and municipal projects.

Arent Fox represents corporate and nonprofit conduit borrowers. This representation includes assistance with complying with the applicable tax rules to maximize the benefits of tax-exempt financing, practical cost-saving advice, help in working with and meeting the requirements of the bond issuer, negotiating the bond and real estate documents and organizing an efficient process to close the transaction.

In the Washington, DC, region, Arent Fox works in various capacities, representing clients on tax-exempt and taxable financings issued by numerous issuers, including the District of Columbia, Prince George's County, Md., Health and Higher Education Facilities Authority, Maryland Industrial Development Finance Authority, the District of Columbia and Prince George's County (Md.) Housing Finance authorities, the Housing Opportunities Commission of Montgomery County, Md., the Metropolitan Washington Airports Authority, and, in Virginia, the Fairfax County Housing and Redevelopment Authority; the Arlington County, Fairfax County, Loudoun County Alexandria and Harrisonburg Industrial Development authorities.

In New York State, we have served as bond counsel, special counsel, underwriters' counsel and credit enhancement counsel on financings by the Dormitory Authority of the State of New York, New York City Industrial Development Agency, New York State Thruway Authority, New York State Housing Finance Agency, State of New York Mortgage Agency, State of New York Local Government Assistance Corporation, Metropolitan Transportation Authority, New York City Housing Development Corporation and The Port Authority of New York and New Jersey.

Project Finance and Infrastructure

Arent Fox has participated in financing projects in North America, Asia, Latin America, Europe, the Middle East and Africa. We advise clients on all aspects of project development and financing.

Federally Leased or Used Facilities

Arent Fox has a significant and nationally recognized practice in the financing of federally leased or used facilities. In recent years, we have worked with financial institutions, investment bankers, borrowers and governments on transactional, regulatory and legislative borrowing matters. We respond to changing legal, political or market conditions and find creative ways to structure transactions with the federal government.

The public markets often provide more favorable financing terms for federal credit-supported financings than private bank and traditional company sources, and far better terms than the conduit market. Arent Fox has unique depth in the financing of federal facilities and has addressed the often highly technical intersection of government contracts, finance, tax and securities law.

Representative engagements include:

• I.RS. Facility, $315,448,000 (2004), Kansas City, Mo.
• Bayview/NIH Research Facility, $200,000,000 (2004), Baltimore, Md.
• Metro Center phase III $65,000,000 (2002), Silver Spring, Md.
• National Laboratory $70,908,000 (2002) Oak Ridge, Tenn.

Construction, Operation and Financing of Sports Arenas and Stadiums

Arent Fox serves as counsel in connection with the acquisition, development, inancing and operation of the MCI Center, the downtown Washington D.C. arena that serves as the home for the Wizards, the Mystics and the Washington Capitals.

We serve as counsel in connection with the acquisition, development, financing and operation of the new downtown arena to be located in Charlotte, N.C. that will be the home for the Charlotte Bobcats N.B.A. franchise and the Charlotte Sting W.N.B.A. franchise.

We represent owners, developers, designers and builders of sports and entertainment venues and have been involved in the development and construction of Camden Yards (Baltimore Orioles), Ravens Stadium (Baltimore Ravens), Qualcomm Park (San Diego Padres), Miller Park (Milwaukee Brewers), and on many other small stadiums, arenas and related projects for soccer teams, minor league baseball teams, minor league hockey teams, colleges and universities.

International and Domestic Energy Projects

Arent Fox is experienced, internationally and domestically, in energy projects, infrastructure development and privatization and regulatory structures. Our clients have included international financial institutions and foreign governments and governmental entities worldwide. Arent Fox has provided legal services to clients in an array of energy-related transactions and regulatory proceedings, but we have particular expertise in liquefied natural gas (LNG) projects and in electric power generation and sales.

• LNG Projects. Arent Fox has counseled participants in LNG projects since the mid-1970s and is one of the world’s leading law firms in LNG project development. Our knowledge of the industry, coupled with our experience in structuring, negotiating, drafting and interpreting agreements for LNG sales and ocean transportation, financing, plant construction, safety and other aspects of complex LNG projects, make Arent Fox uniquely qualified in this area.
• Electric Power Projects. We have provided regulatory, transactional, adjudication/litigation, project development, financing, policy counseling and legislative legal services to a diverse range of clients in the electricity sector.