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We close billions of dollars in loans for major financial institutions every year. Our attorneys represent both lenders and borrowers in numerous types of financing transactions, including:
Secured and unsecured lending such as revolving lines of credit, term loans, asset-based lending, syndicated and participated transactions, multiple currency transactions, asset securitizations, and construction and permanent financing for real estate.
Complex private bank credit transactions involving major league sports franchises (NFL, NBA, NHL), restricted stock, private equity funds, artwork, aircraft, yachts and commercial and residential real estate.
Tax-exempt financing for projects throughout the United States with extensive involvement in Connecticut, New York and New Jersey.
Investor note financing, in which we have represented both banks and syndicators in structuring, negotiating and closing loans principally for tax-advantaged syndications.
Sales of loan portfolios, including first and second mortgage loans, investor notes, car loans, boat loans and commercial loans.
Innovative lending transactions involving financings which have characteristics of both debt and equity.
Leveraged buyouts funded by large credit institutions.
Foreign loans for overseas credit transactions.
We also draw on the expertise of our [Workout and Bankruptcy] attorneys in advising lenders in loan restructurings, foreclosures, liquidations and bankruptcy and insolvency matters.
Bank Regulatory Law
Major banks and other financial institutions across the country have sought counsel from Cummings & Lockwood to ensure compliance with Connecticut and federal banking and lending regulations. Our Group assists Connecticut and out-of-state financial institutions in a broad range of regulatory-related matters which entail:
- Representation before state and federal bank regulators, the Federal Reserve Board, the FDIC, the OCC and the State Banking Commission.
- Advice concerning the establishment of offices in Connecticut.
- Advice with respect to capital adequacy requirements and off-balance-sheet treatment of particular loan structures.
- Counsel regarding federal and state consumer protection laws, such as truth-in-lending, RESPA and mortgage lending and licensing.
Tax-Exempt Financing
Our attorneys supervise the proceedings pursuant to which tax-exempt bonds are issued, commencing at the planning and early approval stages, carrying through the solicitation and acceptance of bids, and ultimately through the closing of the transaction. Our experience has included all phases of tax-exempt financing, such as counsel for issuers, underwriters, lenders, trustees and borrowers. Service to clients may be in one or more of four areas:
I. Bond Counsel
- Assistance in securing approvals for, and structuring of, the bond issue.
- Negotiation, preparation and review of the required bond documents; assistance with Internal Revenue Service filings; issuance of legal opinions; and preparation of a transcript of the proceedings.
- Advice and assistance in preparation of an official statement or private placement memorandum.
II. Issuer's Counsel
- Preparation, review and negotiation of all bond documentation affecting the issuer.
- Issuance of legal opinions regarding the issuer.
III. Trustee's Counsel
- Protection of the Trustee's rights and limitation of its liabilities as reflected in the bond documentation.
- Issuance of legal opinions regarding the role of the Trustee.
IV. Underwriter's or Bond Purchaser's Counsel
- Legal representation in negotiation of all other documentation affecting the bond purchaser.
- Preparation of official statement, blue sky survey and legal investment memorandum, as required, and legal advice regarding relevant aspects of securities laws.
- Necessary presentations before rating agencies.
Corporate Representation of Banks and Other Diversified Financial Institutions
We have advised senior management at banks and other financial institutions on numerous internal and corporate issues, including:
- Corporate governance, including advice with respect to the appropriate response by the institution to solicited and unsolicited acquisition proposals.
- Securities offerings and compliance with periodic reporting obligations.
- Internal financial institution regulation.
- Applications for regulatory approvals.
- Merger and acquisition transactions.
Our Group strives to maintain the flexibility to respond to business, market and investment trends, while upholding a commitment to fulfill the needs of those who have sought its counsel.
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