Corporate & Transactional

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Crowell & Moring’s broad Corporate & Transactional team assists a wide range of public and private sector clients, including investment banks, non-bank financial institutions such as commercial finance companies, asset-based lenders and funds, venture capital and private equity funds, advisory firms, and start-ups. Our services extend to companies in growth phase and mature entities, as well as those companies winding down services following regulatory failures or fraud that require guidance from our Restructuring & Bankruptcy team. Through conducting transactions globally and across jurisdictions, we have become fluent in the laws, regulations, and customs that must be navigated to successfully complete deals, including ensuring compliance with Shari’ah.

Our work on the corporate and transactional front covers:

FinTech (Emerging Companies, Venture Capital and Strategic Investments, M&A, and Joint Ventures)

We represent both investors and start-ups across every phase of FinTech transactions. We assist in structuring the transaction or venture at the initial stage of formation of a client, consortium, or joint venture, then provide representation at the due diligence and fundraising/investment cycle and documentation and negotiation stage, and stay involved once the fundraiser, investment, or transaction is finished, including helping clients with ongoing corporate governance matters across complex capital structures. Upon conclusion, we help clients with various forms of exit, including unwinding joint ventures. 

Our advice integrates both the transactional and regulatory aspects of FinTech transactions. While not every FinTech is itself regulated, the financial services industry is heavily regulated, and we believe companies and ventures can be most successful when regulatory considerations are taken into account from the outset. In addition, our decades of experience in the financial services industry and representation of a wide variety of industry participants help us structure transactions and ventures that account for the unique relationship of collaboration and competition that many FinTechs have with more established financial services industry participants.  

Securities

Our transactional securities services include public and private securities offerings and guidance and counseling regarding SEC disclosure obligations and related matters, which is complemented by the securities work we perform in both the regulatory enforcement and litigation spaces.

Commercial Finance & Lending

We represent North American and European banks, specialty and commercial finance companies (including factors and discounters), and litigation funders in domestic and cross-border commercial, asset-based lending (ABL), and other specialty lending arrangements, as well as corporate borrowers in secured and unsecured loan arrangements. Our market-leading U.S. and UK ABL teams regularly act for U.S. and European-based banks and private equity finance houses on significant cross-border facilities for corporate borrowers, and we act separately for financial companies as borrowers. Our experience extends to grants of participations and sales and purchases of loan books (including factoring and discounting books).

Our client representation has included the following:

  • A senior secured bank lender in connection with an $80 million asset-based revolving loan, term loan, and letter of credit facility to an agricultural cooperative.
  • A senior secured bank lender in connection with a $35 million asset-based loan to a developer of educational curriculum materials.
  • An acquirer of a global metals processing company in its aggregate $500 million combined ABL and high-yield bond financing.
  • A Chilean manufacturing company in connection with a multi-million dollar cross-border credit facility.
  • Structuring and negotiation of $500 million of revolving ABL and term loan facilities for the post-bankruptcy acquisition and working capital needs of a national health care company.
  • Repeat acquisitions of Receivables-based funders for an investment fund based in New York.
  • A UK asset-based lender as agent on behalf of a syndicate of senior lenders in relation to the making of, and subsequent restructuring and recovery of £265 million in ABL and FILO facilities made available to British Steel. This work included negotiations with the UK government for initial financial support, followed by longer‐term planning which resulted in a controlled liquidation by the Official Receiver and the ultimate sale of the business as a going concern to a trade buyer, preserving jobs and an important part of the UK’s strategic steel industry.
  • A UK asset‐based lender in connection with an amendment and restatement of £26.5 million existing asset‐based loan facilities extended to members of a group of companies specializing in debt solutions.
  • A UK asset‐based lender in connection with the provision of £20 million super senior revolving credit facilities in relation to the acquisition of Marley, Ltd. by Inflexion Private Equity.
  • A UK asset-based lender as provider of £30 million ABL facilities in connection with the acquisition of BT Fleet Limited from British Telecommunications plc.
  • A leading European credit insurer in negotiating its back-up servicer agreement for a major European trade receivables securitization program.
  • A UK-based alternative on the provision of £30 million receivables and inventory finance facilities to the operator of duty free and luxury goods stores onboard cruise liners

Investment Funds

Our diverse investment fund representation covers many areas, with a particular focus on assisting first-time managers looking to raise investment funds and on investors seeking to invest in a variety of venture capital, private equity, and other funds. We also collaborate with other firm practices to provide guidance in the range of clients’ dealings with investment funds.

Bankruptcy, Insolvency, Restructuring, and Creditor Rights

Our team provides multi-faceted bankruptcy, insolvency, restructuring, and creditor rights support in the United States and United Kingdom. In the U.S., our team principally represents creditors in a bankruptcy, creditors in asset protection proceedings (such as receivership or secured party enforcement actions), and companies restructuring in or around bankruptcy, while also acting as bankruptcy Trustee or Trustee’s counsel. Lawyers in the firm’s London office provide insolvency and restructuring services professionals (bankruptcy trustees) with a view to maximizing recoveries into the bankruptcy estate. Such actions include the sale of the business and its assets, as well as recovery actions against third parties who have defrauded a business, misappropriated company assets, or committed actions which have caused the company loss focused on finance providers/security holders. We advise on formal restructuring and insolvency, both in non-contentious and contentious matters.

Representative Experience:

  • Representing a commercial mortgage backed security (CMBS) special servicer in connection with receivership proceedings, restructures, and the resolution of multiple distressed CMBS mortgage loans ranging from $20-$100 million secured by real properties in the hospitality, retail and general office space sectors.
  • Serving as principal outside global counsel—and providing support across a wide range of matters—to a South American central bank and the country’s Sovereign Wealth Funds.
  • Representing numerous banks and investment funds in FinTech investments in emerging companies and established companies for almost two decades.
  • Serving as underwriters counsel in a securities offering for a diversified financial services company based in the United States.
  • Counseling a European-based investment vehicle on investing in private equity funds and other companies.
  • Acting in the bankruptcy in a 45-company group in the UK subject to an £85m fraud; realizing property assets in each SPV company, investigating actions against former directors, and identifying claims against third parties in order to maximize recoveries into the bankruptcy estates.
  • Acting for numerous banks and financial institutions in the bankruptcy of companies involved in or the victim of fraud, including liaising with the FCA regarding notifications under UK Proceeds of Crime legislation and advising institutions of steps to be taken.

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Crowell & Moring LLP is an international law firm with offices in the United States, Europe, MENA, and Asia that represents clients in litigation and arbitration, regulatory and policy, and transactional and corporate matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation and government-facing matters, as well as its ongoing commitment to pro bono service and diversity, equity, and inclusion.

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