Moses & Singer

Banking and Finance

Moses & Singer is nationally known for its experience in financing transactions. Representing financial institutions has been central to the firm's practice since its founding in 1919. Our attorneys have the breadth of experience essential to negotiate, structure, and document highly complex and varied transactions. For examples of the wide range of services that our banking group provides to our financial institution clients, please read below.

Lending Transactions

Lending transactions are a principal focus of our banking practice. We are experienced in various types of transactions involving the wide array of assets that serve as collateral, such as accounts receivable, inventory, equipment, real estate, commodities, securities and other investment property, partnership and limited liability company interests, commitments to contribute capital, intellectual property rights, and other intangibles. The borrowers are in diverse industries, including financial institutions, manufacturers, healthcare companies, retailers, REITs, jewelers, agricultural producers, and management companies. Our business clients frequently retain the firm when arranging for bank borrowings or other extensions of credit.  As a result, our perspective encompasses the concerns of borrowers as well as those of lenders. The lending transactions that we regularly handle include bilateral and syndicated loans and the borrowers range in size from large companies to middle market companies and individuals.

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Overview

Moses & Singer is nationally known for its experience in financing transactions. Representing financial institutions has been central to the firm's practice since its founding in 1919. Our attorneys have the breadth of experience essential to negotiate, structure, and document highly complex and varied transactions. For examples of the wide range of services that our banking group provides to our financial institution clients, please read below.

Lending Transactions

Lending transactions are a principal focus of our banking practice. We are experienced in various types of transactions involving the wide array of assets that serve as collateral, such as accounts receivable, inventory, equipment, real estate, commodities, securities and other investment property, partnership and limited liability company interests, commitments to contribute capital, intellectual property rights, and other intangibles. The borrowers are in diverse industries, including financial institutions, manufacturers, healthcare companies, retailers, REITs, jewelers, agricultural producers, and management companies. Our business clients frequently retain the firm when arranging for bank borrowings or other extensions of credit.  As a result, our perspective encompasses the concerns of borrowers as well as those of lenders. The lending transactions that we regularly handle include bilateral and syndicated loans and the borrowers range in size from large companies to middle market companies and individuals.

Syndicated Lending

The firm regularly represents major money center banks acting as administrative agents and issuing banks in syndicated loan and letter of credit transactions. Firm attorneys work closely with the agent bank in structuring, documenting, and implementing the transaction, which may be secured or unsecured and may involve letter of credit sub-facilities, swinglines, and multi-currency tranches as well as various pricing options.

Subscription Finance & Capital Commitments Lending

We are well-known as a market leader in subscription-secured financing, where our long experience has created a valuable knowledge base relating to the investors whose obligations to contribute capital constitute the collateral for the credit. Virtually since the inception of subscription finance facilities and advances against capital commitments, Moses & Singer LLP has represented major money center banks in connection with these complex transactions. We have served in that capacity in well over a hundred transactions involving dozens of fund sponsors, scores of investment funds, and several hundred institutional borrowing base-included investors. The spectrum has ranged from funds with a single investor (such as a state retirement system) to funds with hundreds of investors and multiple feeder funds, and has included seasoned fund sponsors and first-time sponsors. In the majority of the transactions we have represented the agent bank for a syndicate of lenders, but many of the transactions have been bilateral.

Letters of Credit & Credit Support

Several major banks and other financial institutions regularly look to Moses & Singer in complex matters involving letters of credit, including litigation and DOCDEX proceedings. The firm's clients are issuers of commercial (documentary), direct-pay, and standby letters of credit and stanby bond purchase agreements, as well as commitments to honor or negotiate documents, bank guarantees and committed lines of credit, both to provide credit for commercial transactions and to provide credit support and liquidity for a variety of obligations, including commercial paper, IDBs, IRBs, and other tax exempt variable rate demand obligations, insurance obligations, asset securitizations, judgments, and other structured financings. One of our partners is at the forefront of this area of banking law and was a leader in the most recent revision of the Uniform Commercial Code's letter of credit provisions (UCC Article 5) and the drafting of the International Standby Practices (rules for standby letters of credit) as well as serving on the Consultative Group for the International Chamber of Commerce’s Uniform Rules on Bank Payment Obligations (URBPO). We regularly work with ICC rules such as UCP600, ISP98, URR 725, URDG 758 and URC 522. The credit facilities range from bilateral to syndicated, from plain vanilla to synthetic and alternative (ALOC) structures. We have also worked on outsourcing and white-label and private-label transactions.

Recent Moses & Singer Letter of Credit Decisions

Trade Finance Description

Letter of Credit Engagements

Trade, Export & International Development Finance & Supplier Finance

Moses & Singer has extensive experience representing lenders and borrowers across the entire spectrum of trade, export, and development finance.  Transactions as to which Moses & Singer routinely offers its clients advice include import and export letters of credit and documentary collections, so-called “silent confirmations,” bank payment obligations (BPOs), supply chain finance, payment claims processing, accounts receivable purchasing and forfaiting, discounting drafts, bill of exchange and promissory notes, payment guarantees, commodity finance, pre-export finance, post-import finance, trade loans, export credit agency (ECA) finance, and international development finance.  Moses & Singer’s experience includes cross-border credit facilities for borrowers in dozens of countries in Africa, Asia (including the Middle East), Europe, North America, and South America.  Structured transactions as to which the firm has advised its clients include transactions supported by direct loans made and guarantees and insurance policies issued by agencies, development finance institutions, and multilateral investment banks, including Overseas Private Investment Corporation (OPIC), Export-Import Bank of the United States (Ex-Im Bank), Export Development Canada (EDC), Coface (France), SACE (Italy), Hermes (Germany), EKF (Denmark), ERG (Switzerland), ECGD (U.K.), Inter-American Development Bank (IADB), and SEK (Sweden). 

Transactions advised by Moses & Singer’s attorneys are often at the cutting edge of global finance.  For example, Moses & Singer has advised commercial banks in connection with BPOs under the new URBPO after one of our partners served on the Consultative Group for the International Chamber of Commerce in connection with their adoption.  Moses & Singer’s attorneys have also represented global commercial banks in connection with the first-ever Ex-Im Bank guaranteed loan to a foreign financing company to provide funding for the purchase by one of its affiliates of automobile parts manufactured in and exported from the United States and a privatization-driven restructuring of a credit facility to a South American power company in which an OPIC non-honoring of sovereign guaranty insurance policy was converted into a direct guaranty of the obligations of the borrower, which was also the first-ever transaction of its kind.

Moses & Singer’s attorneys routinely write and present on trade, export, and international development finance topics at various industry and legal association gatherings and privately for the firm’s clients.

Recent Moses & Singer Letter of Credit Decisions

Trade Finance Description

Letter of Credit Engagements

 

International Transactions

We regularly represent lenders, borrowers, trustees, and other parties in a wide range of cross-border transactions. We frequently address the complex requirements for multi-jurisdictional collateralization and credit support.

Recent Moses & Singer Letter of Credit Decisions

Trade Finance Description

Real Estate Lending

For over a decade, we have represented the agent bank in a series of financings for one of the country’s largest public REITS. In addition, drawing upon the resources of our real estate practice group, we regularly represent banks and other financial institutions in real estate transactions. Moses & Singer has extensive experience in all aspects of construction and mortgage finance, as well as more focused areas such as economic development bonds, credit enhancement of tax exempt bonds, and collateralization of lease obligations. We have been retained in numerous financings for the hotel and casino industry, multi-family housing, and office and mixed-use development projects.

Private Clients Lending

With experience representing both "high net worth" individuals, as well as banks focused on lending to such individuals and their families, we bring a valuable perspective to our representation of the "private clients" or “private bank” group for a number of our bank clients. This area includes not only bank lending to individuals and trusts, but also lending to partnerships and limited liability companies owning closely held businesses or engaged in the practice of a profession. We also have experience with equity swaps, derivatives, and other complex financial instruments and products that banks may provide to their private clients to enable them to diversify their assets, minimize risk, and obtain favorable income and estate tax consequences. 

Intellectual Property Lending

Working together with the firm's intellectual property group, we are uniquely positioned to effectively represent lenders in transactions involving intellectual property and related intangibles. Moses & Singer has significant experience handling financing transactions involving collateral such as trademarks, patents, works of music, writing, or software protected under the U.S. federal Copyright Act.

Mezzanine & Venture Capital Financing

Moses & Singer represents lenders, including banks and their venture capital subsidiaries, in financing new or developing businesses and mergers and acquisitions. We also represent lending institutions in mezzanine financing transactions, leveraged buyouts, debtor-in-possession financings, recapitalizations, commercial paper programs, and other structured transactions. We are experienced with the equity participation features, including warrants and high- yield subordinated debt, which are common in these types of transactions.

Asset Securitization

Our banking attorneys have participated on behalf of lenders, borrowers and the trustees in the structuring and documentation of asset securitizations, including credit card, car and commercial loan receivables.

Corporate Trustees

We counsel banks and trust companies serving as corporate trustees, escrow agents, and collateral agents in connection with the issuance, amendment, and exchange of corporate debt securities and other kinds of financing. Our bankruptcy, corporate trust and banking attorneys have represented indenture trustees and successor trustees in cases where the issuer has defaulted by bankruptcy filing or otherwise.

Derivatives

We are familiar with the structural, regulatory, documentation, and insolvency aspects of derivatives transactions and have dealt with a variety of swaps, collars, and similar transactions as part of our finance practice. The firm has been actively involved in several bankruptcy cases in which close-out netting and related derivatives issues were central.

Custody & Securities Transfers

Moses & Singer attorneys have experience in the intricacies of securities transfers and pledges as well as in the preparation of broker-dealer clearance agreements, broker-dealer loans agreements. The firm regularly represents the agent bank for syndicates extending multi-billion dollar end-of-day credit lines to clearing corporations.

Restructuring & Bankruptcy

Moses & Singer attorneys have extensive experience in all aspects of restructuring and bankruptcy work, including representing official committees, DIP lenders, secured lenders, senior creditors, holders of subordinated debt, lessors, debtors, indenture trustees, and plan funders providing exit financing.

Recent Moses & Singer Letter of Credit Decisions

For more information please contact us.

Prior results do not guarantee a similar outcome.

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Related Publications

 

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