Corporate Trust and Agency

The Moses & Singer Corporate Trust and Agency group helps international financial institutions serve their business customers effectively in complex fiduciary and agency transactions around the world. The firm provides legal guidance to these financial institutions in their capacities as indenture trustees, collateral and security agents, fiscal and paying agents, co-issuers of structured or securitized products, securities intermediaries and custodians, administrative agents and escrow agents. Our extensive corporate trust experience covers a diverse range of domestic and international financing transactions in a broad spectrum of industries.

We represent industry leaders engaged in the corporate trust and agency business in matters involving bond issuances, project finance, equipment finance, structured finance and ADRs. Our experience includes domestic and international matters, restructuring, default and bankruptcy matters, agency and trustee matters, M+A activity, technology acquisition and litigation. 

Multi-Disciplinary Approach and International Capability

We draw upon experienced attorneys from our banking and finance, corporate, securities and capital markets, bankruptcy and litigation practices to effectively guide our corporate trust clients through the complicated high-stakes business and legal issues involved in each of the different phases of the transaction lifecycle. The firm has experience internationally, advising indenture trustees dealing with issuers world-wide in both originations and default situations.  We have the added advantage of access to a global network of law firms in over 100 other jurisdictions.

Origination

We protect our clients’ interests in the structuring, negotiation and drafting of documentation, and by advising during the ongoing servicing and administration of matters through maturity. With respect to Origination, we provide representation for financial institutions acting as: 

  • Administrative and collateral agent
  • Paying agent
  • Registrar
  • Escrow agent
  • Calculation agent
  • Exchange agent
  • Conversion agent
  • Indenture trustee
  • Co-issuers
  • Collateral agent and depository bank
  • Offshore agent

The firm handles engagements across the entire financial spectrum including:

  • Secured, senior, subordinated and convertible debt
  • Custody, collateralized and escrow engagements
  • PIK securities
  • TIA-qualified and privately placed securities
  • Rule 144A and Regulation S offerings
  • US and international project financings
  • Structured finance and securitization instruments – CDOs, MBS, ABS

Representation in Default, Restructuring and Bankruptcy Situations

The Corporate Trust group advises trustees in default situations. We have extensive experience representing our clients in enforcement and complex restructuring situations and insolvency proceedings, both domestically and internationally, including serving on Creditors' Committees and as successor trustees.  We have been active participants on behalf of corporate trustees in default and insolvency situations in Bermuda, Brazil, the British Virgin Islands, England, France, Germany, Iceland, The Netherlands and Switzerland.

Aiding our clients to maximize the recoveries of trust beneficiaries, and other stakeholders for whom they act in default situations, is one of the most effective ways to protect our clients’ own interests, and our work in this area has gained the respect of noteholders and enhanced the reputations of our indenture trustee clients. Default situations typically are complicated, specialized and high-stakes and the firm’s bankruptcy and reorganization group provides invaluable assistance.

Litigation

We have extensive experience representing financial institutions in litigation at the trial and appellate levels of both domestic and foreign courts as plaintiffs and defendants in litigations arising from agency and fiduciary transactions. This includes defense of fiduciary duty, fraud and negligence cases, suits involving business providers under commercial contracts, and insolvency-related litigation concerning such subjects as adequate protection of liens, inter-creditor priority matters, avoidance or claw-back of transfers and litigation over reorganization plans. Our representations have included a number of multi-hundred million and billion dollar disputes.  

Recent Representations

Our more noteworthy recent matters include:

For more information please contact us.

Prior results do not guarantee a similar outcome.

Representative Matters

A few of our more noteworthy recent representations include:

 

Origination and Maintenance

  • Administrative and collateral agent in connection with a bridge loan facility and term loan credit agreement for a Brazilian oil company.
  • Indenture trustee and collateral agent in connection with the financing of a multi-stage 500MW and solar power facility in California.
  • Collateral agent and depositary bank in connection with a $422 million financing of a 512MW electrical generating and interconnection facility located in New Jersey.
  • Administrative agent and offshore agent in connection with an export prepayment facility agreement for a Brazilian plastics company.
  • Collateral agent in connection with a credit agreement financing a natural gas pipeline extending across several states in the northwestern United States.
  • Indenture trustee in connection with the offering by a credit card company of senior notes.
  • Indenture trustee in connection with the offering of $300 million of senior guaranteed notes by a South American paper products company.
  • Indenture trustee and collateral agent in connection with a senior secured note offering by one of the largest providers of canned seafood products.
  • Indenture trustee in connection with the issuance and subsequent exchange of $750 million of senior notes by a Brazilian pulp paper products company.
  • Administrative agent and collateral agent in connection with a term loan agreement financing a wind power project.
  • Indenture trustee in connection with issuance by an international electronics and consumer products manufacturer of €4 billion secured and unsecured notes, and subsequent representation in such capacity and as exchange agent in connection with exchange of up to €200 million of such notes for new super-priority notes.
  • Indenture trustee in connection with issuance by energy fund of up to $1 billion of medium-term collateralized notes.
  • Administrative and collateral agent under project finance credit facilities with Argentine and Brazilian divisions of international industrial communications and controls conglomerate.
  • Indenture trustee in connection with issuance by large U.S. healthcare group of up to $200 million of senior secured notes.
  • Indenture trustee in regards to senior secured notes issued by Global Aviation and its affiliates in the principal amount of $150 million in their bankruptcy cases in the United States Bankruptcy Court for the Eastern District of New York.
  • Indenture trustee in connection with the default of a real estate investment partnership under two series of notes and solicitation of noteholders with respect to an amendment to the indentures to restructure the notes and allow for the immediate payout of an existing sinking fund, the extension of the maturity date and the payment of interest upon maturity rather than on a monthly basis.
  • Single purpose Cayman entity with respect to a defaulted indenture in connection with the effort of a noteholder to distribute underlying collateral securities to the existing noteholders.
  • Indenture trustee in connection with issuance by global products and services company of up to $750 million of subordinated and unsubordinated debt securities.

Default Representations

  • Indenture trustee in connection with senior and subordinated notes issued under the $10 billion medium-term note program of Kaupthing Bank hf. in its insolvency proceedings pending in Iceland and as a member of the informal creditors' committee in that proceeding.
  • Indenture trustee in connection with senior and capital notes issued under the $7.5 billion medium-term note program of Landsbanki Islands hf. in its insolvency proceedings pending in Iceland and as a member of the informal creditors' committee in that proceeding.
  • Indenture trustee and security agent in connection with Petroplus Finance Limited's $1.75 billion issuance of senior secured notes and convertible bonds in certain guarantors' insolvency proceedings pending in France, Switzerland and the United Kingdom.
  • Predecessor indenture trustee of $2.45 billion note issuances in the bankruptcy cases of Capmark Financial and its subsidiaries in the United States Bankruptcy Court for the District of Delaware and successfully obtained an injunction and release of claims against the former indenture trustee as part of Capmark's confirmed plan of reorganization.
  • Indenture trustee in unwinding several note issuances with related credit default swaps with Lehman Brothers affiliate, in the aggregate amount of, approximately $300 million in connection with the Lehman Brothers Holdings Inc. bankruptcy cases.
  • Indenture trustee in regards to senior unsecured notes issued by Thornburg Mortgage, Inc., in the principal amount of approximately $293 million in connection with the bankruptcy cases pending in the United States Bankruptcy Court for the District of Delaware.
  • Indenture trustee in regards to senior unsecured convertible notes issued by Qimonda Finance LLC, in the principal amount of approximately $248 million in connection with the insolvency proceedings of both Qimonda Finance LLC, pending in the United States Bankruptcy Court for the District of Delaware, and Qimonda AG, the guarantor on the notes, pending in Germany.
  • Indenture trustee in connection with unsecured notes issued by Greektown Holdings LLC in the principal amount of $185 million in its bankruptcy case in the United States Bankruptcy Court for the Eastern District of Michigan.
  • Indenture trustee in regards to senior secured notes issued by Global Aviation and its affiliates in the principal amount of $150 million in their bankruptcy cases in the United States Bankruptcy Court for the Eastern District of New York.
  • Indenture trustee in connection with the default of a real estate investment partnership under two series of notes and solicitation of noteholders with respect to an amendment to the indentures to restructure the notes and allow for the immediate payout of an existing sinking fund, the extension of the maturity date and the payment of interest upon maturity rather than on a monthly basis.
  • Single purpose Cayman entity with respect to a defaulted indenture in connection with the effort of a noteholder to distribute underlying collateral securities to the existing noteholders.

Litigation

  • Indenture trustee in case of first impression before the Icelandic Supreme and District Courts in connection with the insolvency case of Kaupthing Bank hf. pending in Iceland. There, numerous owners of beneficial interests with respect to Kaupthing's $10 billion medium-term note program commenced an action challenging the legal structure of Kaupthing's debt issuances, which were governed by New York law, and the indenture trustee's right under the indentures and New York law to file claims in Kaupthing's insolvency proceeding pending in Iceland. Moses & Singer was successful in obtaining judgment from the Icelandic District Court preserving the legal structure of debt issuance and the indenture trustee's right to file claims against Kaupthing for the benefit of all beneficial owners, and in having that judgment affirmed on appeal to the Icelandic Supreme Court.
  • Predecessor indenture trustee of multi-billion dollar notes issuances in successful defense of claims for breach of contract, breach of the Trust Indenture Act, breach of fiduciary duties and negligence based on a purported improper amendment of the indentures prior to the issuer's default and the indenture trustee's resignation brought by beneficial owners with respect to approximately $800 million of the notes in New York Supreme Court. Moses & Singer was successful in removing the New York State Court action to the United States District Court for the Southern District of New York and in obtaining dismissal with prejudice of all claims, obtaining findings from the United States Bankruptcy Court (where the issuer's bankruptcy case was pending) vindicating its client's actions and in including in the issuer's confirmed plan of reorganization in its bankruptcy cases a provision allowing as an administration expense its client's fees and expenses including those incurred in connection with the New York litigation.
  • Co-issuers of notes under a collateralized debt obligation structure secured by mortgage-backed securities in defense of a fraud action. The action was commenced in New York Supreme Court by the purchasers of $84 million of CDOs who alleged fraudulent conduct on the part of the co-issuers, underwriters and the indenture trustee, among others. Moses & Singer persuaded the trial court to dismiss all claims against the co-issuers although the claims against the underwriters were permitted to continue.
Overview

The Moses & Singer Corporate Trust and Agency group helps international financial institutions serve their business customers effectively in complex fiduciary and agency transactions around the world. The firm provides legal guidance to these financial institutions in their capacities as indenture trustees, collateral and security agents, fiscal and paying agents, co-issuers of structured or securitized products, securities intermediaries and custodians, administrative agents and escrow agents. Our extensive corporate trust experience covers a diverse range of domestic and international financing transactions in a broad spectrum of industries.

We represent industry leaders engaged in the corporate trust and agency business in matters involving bond issuances, project finance, equipment finance, structured finance and ADRs. Our experience includes domestic and international matters, restructuring, default and bankruptcy matters, agency and trustee matters, M+A activity, technology acquisition and litigation. 

Multi-Disciplinary Approach and International Capability

We draw upon experienced attorneys from our banking and finance, corporate, securities and capital markets, bankruptcy and litigation practices to effectively guide our corporate trust clients through the complicated high-stakes business and legal issues involved in each of the different phases of the transaction lifecycle. The firm has experience internationally, advising indenture trustees dealing with issuers world-wide in both originations and default situations.  We have the added advantage of access to a global network of law firms in over 100 other jurisdictions.

Origination

We protect our clients’ interests in the structuring, negotiation and drafting of documentation, and by advising during the ongoing servicing and administration of matters through maturity. With respect to Origination, we provide representation for financial institutions acting as: 

  • Administrative and collateral agent
  • Paying agent
  • Registrar
  • Escrow agent
  • Calculation agent
  • Exchange agent
  • Conversion agent
  • Indenture trustee
  • Co-issuers
  • Collateral agent and depository bank
  • Offshore agent

The firm handles engagements across the entire financial spectrum including:

  • Secured, senior, subordinated and convertible debt
  • Custody, collateralized and escrow engagements
  • PIK securities
  • TIA-qualified and privately placed securities
  • Rule 144A and Regulation S offerings
  • US and international project financings
  • Structured finance and securitization instruments – CDOs, MBS, ABS

Representation in Default, Restructuring and Bankruptcy Situations

The Corporate Trust group advises trustees in default situations. We have extensive experience representing our clients in enforcement and complex restructuring situations and insolvency proceedings, both domestically and internationally, including serving on Creditors' Committees and as successor trustees.  We have been active participants on behalf of corporate trustees in default and insolvency situations in Bermuda, Brazil, the British Virgin Islands, England, France, Germany, Iceland, The Netherlands and Switzerland.

Aiding our clients to maximize the recoveries of trust beneficiaries, and other stakeholders for whom they act in default situations, is one of the most effective ways to protect our clients’ own interests, and our work in this area has gained the respect of noteholders and enhanced the reputations of our indenture trustee clients. Default situations typically are complicated, specialized and high-stakes and the firm’s bankruptcy and reorganization group provides invaluable assistance.

Litigation

We have extensive experience representing financial institutions in litigation at the trial and appellate levels of both domestic and foreign courts as plaintiffs and defendants in litigations arising from agency and fiduciary transactions. This includes defense of fiduciary duty, fraud and negligence cases, suits involving business providers under commercial contracts, and insolvency-related litigation concerning such subjects as adequate protection of liens, inter-creditor priority matters, avoidance or claw-back of transfers and litigation over reorganization plans. Our representations have included a number of multi-hundred million and billion dollar disputes.  

Recent Representations

Our more noteworthy recent matters include:

For more information please contact us.

Prior results do not guarantee a similar outcome.

Representative Matters

A few of our more noteworthy recent representations include:

 

Origination and Maintenance

  • Administrative and collateral agent in connection with a bridge loan facility and term loan credit agreement for a Brazilian oil company.
  • Indenture trustee and collateral agent in connection with the financing of a multi-stage 500MW and solar power facility in California.
  • Collateral agent and depositary bank in connection with a $422 million financing of a 512MW electrical generating and interconnection facility located in New Jersey.
  • Administrative agent and offshore agent in connection with an export prepayment facility agreement for a Brazilian plastics company.
  • Collateral agent in connection with a credit agreement financing a natural gas pipeline extending across several states in the northwestern United States.
  • Indenture trustee in connection with the offering by a credit card company of senior notes.
  • Indenture trustee in connection with the offering of $300 million of senior guaranteed notes by a South American paper products company.
  • Indenture trustee and collateral agent in connection with a senior secured note offering by one of the largest providers of canned seafood products.
  • Indenture trustee in connection with the issuance and subsequent exchange of $750 million of senior notes by a Brazilian pulp paper products company.
  • Administrative agent and collateral agent in connection with a term loan agreement financing a wind power project.
  • Indenture trustee in connection with issuance by an international electronics and consumer products manufacturer of €4 billion secured and unsecured notes, and subsequent representation in such capacity and as exchange agent in connection with exchange of up to €200 million of such notes for new super-priority notes.
  • Indenture trustee in connection with issuance by energy fund of up to $1 billion of medium-term collateralized notes.
  • Administrative and collateral agent under project finance credit facilities with Argentine and Brazilian divisions of international industrial communications and controls conglomerate.
  • Indenture trustee in connection with issuance by large U.S. healthcare group of up to $200 million of senior secured notes.
  • Indenture trustee in regards to senior secured notes issued by Global Aviation and its affiliates in the principal amount of $150 million in their bankruptcy cases in the United States Bankruptcy Court for the Eastern District of New York.
  • Indenture trustee in connection with the default of a real estate investment partnership under two series of notes and solicitation of noteholders with respect to an amendment to the indentures to restructure the notes and allow for the immediate payout of an existing sinking fund, the extension of the maturity date and the payment of interest upon maturity rather than on a monthly basis.
  • Single purpose Cayman entity with respect to a defaulted indenture in connection with the effort of a noteholder to distribute underlying collateral securities to the existing noteholders.
  • Indenture trustee in connection with issuance by global products and services company of up to $750 million of subordinated and unsubordinated debt securities.

Default Representations

  • Indenture trustee in connection with senior and subordinated notes issued under the $10 billion medium-term note program of Kaupthing Bank hf. in its insolvency proceedings pending in Iceland and as a member of the informal creditors' committee in that proceeding.
  • Indenture trustee in connection with senior and capital notes issued under the $7.5 billion medium-term note program of Landsbanki Islands hf. in its insolvency proceedings pending in Iceland and as a member of the informal creditors' committee in that proceeding.
  • Indenture trustee and security agent in connection with Petroplus Finance Limited's $1.75 billion issuance of senior secured notes and convertible bonds in certain guarantors' insolvency proceedings pending in France, Switzerland and the United Kingdom.
  • Predecessor indenture trustee of $2.45 billion note issuances in the bankruptcy cases of Capmark Financial and its subsidiaries in the United States Bankruptcy Court for the District of Delaware and successfully obtained an injunction and release of claims against the former indenture trustee as part of Capmark's confirmed plan of reorganization.
  • Indenture trustee in unwinding several note issuances with related credit default swaps with Lehman Brothers affiliate, in the aggregate amount of, approximately $300 million in connection with the Lehman Brothers Holdings Inc. bankruptcy cases.
  • Indenture trustee in regards to senior unsecured notes issued by Thornburg Mortgage, Inc., in the principal amount of approximately $293 million in connection with the bankruptcy cases pending in the United States Bankruptcy Court for the District of Delaware.
  • Indenture trustee in regards to senior unsecured convertible notes issued by Qimonda Finance LLC, in the principal amount of approximately $248 million in connection with the insolvency proceedings of both Qimonda Finance LLC, pending in the United States Bankruptcy Court for the District of Delaware, and Qimonda AG, the guarantor on the notes, pending in Germany.
  • Indenture trustee in connection with unsecured notes issued by Greektown Holdings LLC in the principal amount of $185 million in its bankruptcy case in the United States Bankruptcy Court for the Eastern District of Michigan.
  • Indenture trustee in regards to senior secured notes issued by Global Aviation and its affiliates in the principal amount of $150 million in their bankruptcy cases in the United States Bankruptcy Court for the Eastern District of New York.
  • Indenture trustee in connection with the default of a real estate investment partnership under two series of notes and solicitation of noteholders with respect to an amendment to the indentures to restructure the notes and allow for the immediate payout of an existing sinking fund, the extension of the maturity date and the payment of interest upon maturity rather than on a monthly basis.
  • Single purpose Cayman entity with respect to a defaulted indenture in connection with the effort of a noteholder to distribute underlying collateral securities to the existing noteholders.

Litigation

  • Indenture trustee in case of first impression before the Icelandic Supreme and District Courts in connection with the insolvency case of Kaupthing Bank hf. pending in Iceland. There, numerous owners of beneficial interests with respect to Kaupthing's $10 billion medium-term note program commenced an action challenging the legal structure of Kaupthing's debt issuances, which were governed by New York law, and the indenture trustee's right under the indentures and New York law to file claims in Kaupthing's insolvency proceeding pending in Iceland. Moses & Singer was successful in obtaining judgment from the Icelandic District Court preserving the legal structure of debt issuance and the indenture trustee's right to file claims against Kaupthing for the benefit of all beneficial owners, and in having that judgment affirmed on appeal to the Icelandic Supreme Court.
  • Predecessor indenture trustee of multi-billion dollar notes issuances in successful defense of claims for breach of contract, breach of the Trust Indenture Act, breach of fiduciary duties and negligence based on a purported improper amendment of the indentures prior to the issuer's default and the indenture trustee's resignation brought by beneficial owners with respect to approximately $800 million of the notes in New York Supreme Court. Moses & Singer was successful in removing the New York State Court action to the United States District Court for the Southern District of New York and in obtaining dismissal with prejudice of all claims, obtaining findings from the United States Bankruptcy Court (where the issuer's bankruptcy case was pending) vindicating its client's actions and in including in the issuer's confirmed plan of reorganization in its bankruptcy cases a provision allowing as an administration expense its client's fees and expenses including those incurred in connection with the New York litigation.
  • Co-issuers of notes under a collateralized debt obligation structure secured by mortgage-backed securities in defense of a fraud action. The action was commenced in New York Supreme Court by the purchasers of $84 million of CDOs who alleged fraudulent conduct on the part of the co-issuers, underwriters and the indenture trustee, among others. Moses & Singer persuaded the trial court to dismiss all claims against the co-issuers although the claims against the underwriters were permitted to continue.