Finance & Financial Institutions

Foley attorneys address complicated legal, regulatory, financing, and contractual issues facing aviation-related entities, including airport operators and purchasers, sellers, lessors, lessees, manufacturers, and financiers involved in aircraft transactions.

We can help you structure legal agreements and handle every type of financing mechanism relating to airport finances. We regularly handle facility bond issues necessary to finance fuel systems, terminals and improvements, and air cargo facilities. Additionally, we can counsel you on everything from airline rates and charges to First Amendment issues.

With extensive experience in nearly every form of aircraft-related transactions, our attorneys thoroughly understand the specific nuances of structuring and successfully closing your aircraft transactions. We regularly represent purchasers, sellers, lessors, lenders and other financiers, lessees, and aircraft manufacturers in a broad range of transactions.

We will work with you to develop innovative securitization transaction structures that help meet your needs in the capital markets. We have extensive experience with complex transactions involving a broad range of asset classes, including:

• Trade receivables
• Auto loans and leases
• Credit card and health care receivables
• Privatized military family housing rentals
• Chapter 13 plans
• Agricultural and construction equipment chattel paper
• Commercial lease receivables
• Retail installment sales contracts
• Leases, dealer loans, and home equity lines of credit
• Residential and commercial real estate mortgage loans
• Student loans
• Television revenues
• Future cash flows
• Pharmaceutical royalty streams
• Tobacco settlement attorneys' fees and payments under the 1998 Master Settlement Agreement
• Stranded utility costs

We are prepared to help public and private issuers, underwriters, rating agencies, servicers, investors and commercial / investment banks with handling the legal and business issues relating to accounting standards, tax, and regulatory matters.

We also have a wealth of experience in delivering the required legal opinions to support innovative securitization and other structured finance transactions, including true sale and non-consolidation opinions.

We have substantial experience with the federal, state, and international regulatory schemes within which banks and other financial institutions operate and can provide you with a full range of support regarding any regulatory issues that affect your business. We have represented clients before the Federal Reserve, the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), the Office of Thrift Supervision (OTS), and state banking regulators.

We represent both public and private borrowers in a broad cross-section of industries in every form of sophisticated finance transaction. We work with your team to structure transactions, negotiate effectively, and reduce the burden of covenant compliance. With a focus on the specific needs of borrower clients, we can assist you with transactions that are secured and unsecured; senior and subordinated; investment-grade and below-investment grade; revolving and term; syndicated, participated, and bilateral; and domestic and international multicurrency credit agreements and facilities. Additionally, we are active in the emerging alternative debt and venture debt markets and can explore opportunities in these new markets for you.

In addition to our transactional representation, we can provide you with general finance advice and help you resolve issues before they become problems. We can provide counsel regarding: compliance with credit facilities; implications of proposed transactions under credit facilities; strategic opportunities available under credit facilities; swaps and other derivative transactions; the structure and implementation of lease and vendor financing programs; and credit card processing services.

We have a multidisciplinary team of attorneys with many years of experience advising and representing clients in all aspects of consumer finance services. Our attorneys can help you meet the demands of today’s changing business and regulatory environment by providing timely, practical, and insightful advice. We advise and represent clients in all areas of consumer financial services, including such specialized areas as co-branded and private-label credit cards and debit cards, stored value cards and money transmission, student loans, consumer health care finance, residential real estate, and privacy.

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In the past 30 years, we have served as underwriter’s counsel, issuer’s and transaction counsel, bond counsel, special tax counsel, and regulatory counsel in more than 140 transactions involving billions of dollars of student loan asset-backed securities and student loan revenue bonds.

We can help you navigate the complex federal and state laws and regulations affecting the education finance industry. We can advise you on current issues under FFELP as well as private loan programs. We can provide counsel to issuers, lenders, guaranty agencies, and servicers on issues outside of the traditional public finance, tax, and securities law issues encountered in a student loan asset-backed financing, including federal and state law consumer lending and privacy issues, e-signature issues, and intellectual property security, licensing, and patent infringement matters. We also prepare non-purpose arbitrage rebate determinations and education loan excess earnings determinations for student loan issuers of tax-exempt securities.

We have significant experience in providing legal services in equipment finance, leasing and public finance for a myriad of industries. We will work closely with you on domestic and cross-border lease and leasehold financings, single investor lease financings, leveraged leases, synthetic and TRAC leases, and operating leases. We have extensive experience on complex equipment-based finance matters, including aircraft and rolling stock financings, power generation and transmission equipment financings, manufacturing equipment financings, and ECA supported financings of equipment, among others. Our attorneys regularly represent financial institutions, captive finance companies and other institutional investors as tax equity investors in sophisticated tax-advantaged equipment and energy transactions.

We will help you understand and facilitate other significant areas of secured privately placed or capital markets funded and structured financings, including lease receivable securitizations, leveraged financings, debtor-in-possession financings, whole loan sales, double-dip financings, lease portfolio transfers, workouts, ETC and EETC financings, 144A financings, and secured and unsecured private placements. When yet additional alternatives are necessary, we can guide you through such actions as secondary market asset and tax equity trades, and back-leveraging transactions.

We understand the growing challenges you face as the health care business and related technologies continue to evolve and change. Our attorneys are experienced in representing public finance, commercial finance, and health care providers in the capital structures and needs of the health care industry. Our cross-discipline, multistate Health Care Industry Team allows us to help health care executives and the institution’s financial advisors and investment bankers deal with the challenges of the current economic environment.

Our team provides support in the following areas:

• Health care finance transactions
• Derivative transactions
• Restructuring
• Tax, arbitrage, and post-issuance compliance
• Public policy

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With a significant portion of our Finance & Financial Institutions Practice dedicated to representing banks and other commercial lenders, we can assist you in a wide variety of national and international financing transactions. For agent banks, we provide counsel in the structuring, negotiation, and documentation of large corporate and middle-market syndicated loan transactions for commercial and industrial borrowers. For banks and other commercial lenders in connection with bilateral commercial lending arrangements, we work with you to add efficiencies to routine transactions and add value to transactions with complex structures, unusual collateral, regulatory issues, and other special features.

In addition to traditional secured and unsecured lending work, we can represent you in connection with other sophisticated financial transactions, including: loan syndications and participations; asset-based loans; real estate finance and new market tax credits; letters of credit; interest rate swaps and other derivative transactions; workouts and bankruptcies; debtor-in-possession (DIP) lending transactions; subscription receivable financing; opportunity fund lending; franchise financing; private placements; sale of commercial paper; employee stock ownership plan (ESOP) loans; and equipment and dealer finance.

We regularly represent both institutional investors and corporate issuers in private placements, Rule 144A issues, and other long-term debt placements and related financing transactions.

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Many of our attorneys regularly practice in the area of project and infrastructure finance. With a particular focus on the energy market, we can structure and document your various transactions in wind-powered electric facilities; solar projects; combined-cycle and cogeneration facilities; waste heat, wood-chip, ethanol, bio-diesel, biomass, and other waste-to-energy facilities; hydropower facilities; and repowering of dormant electric generated assets.

Deregulation and the privatization of infrastructure businesses and services presents unique challenges for our client. We provide counsel on the resulting limited recourse or build-operate-transfer (BOT) financing techniques used. And if you have interests in the municipal services, we work with you to structure and document your transactions involving water treatment, sewage, waste treatment and recycling facilities, and other privatized businesses supporting civic infrastructure. Owners and developers of cellular and personal communication systems (PCS) can benefit from counseling on build-out and financing plans.

We have long been a leader in public finance, with a yearly average of almost 300 transactions with an aggregate principal amount of more than $17 billion. We leverage this experience in all the principal public finance capacities, including as bond counsel, underwriter’s counsel, and conduit borrower’s counsel, to create transactions that meet your needs. We also represent other participants such as credit enhancers, liquidity providers, securitizers, and major investors.

We focus on tax exemption, arbitrage rebate, and disclosure counseling and due diligence in a variety of market sectors, including government finance, housing, health care, airport and transportation, economic development, student loans, asset securitization, and swaps and derivatives.

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We are able to provide you with comprehensive legal services related to swaps and derivatives transactions, represent you in litigation relating to government investigations of swaps and derivatives transactions, and obtain the necessary patents for various structures. We understand how federal and international tax issues relating to derivatives products, including the rules affecting derivative products used with tax-exempt financings, may affect your business.

For end-user transactions, we will provide you with derivatives counseling in connection with publicly offered and private financings, as well as investment and pension funds. Our experience covers a broad range of derivative products, including interest rate swaps, caps, and bands; credit default derivatives; currency and foreign exchange derivatives; total return derivatives; equity derivatives; commodities derivatives; and swap-based indices embedded in debt securities.

We will share our experience with the regulation of exchange-traded derivatives and market participants under the Commodity Exchange Act (CEA) and federal securities laws, as well as CEA implications for over-the-counter (OTC) derivatives — including special rules for derivatives on agricultural commodities — and forex trading. We also will counsel you on how to bring commodity-based exchange traded funds to market.