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Global Bank and Institutional Finance (Global Corporate Trust & Restructuring/Municipal and Global Project Finance)

Seward & Kissel is considered a leading law firm in the financial industry.  A major portion of the Global Bank and Institutional Finance and Restructuring group’s practice falls within the following categories:

• Corporate Trust
• Restructuring, Workouts and Insolvency
• Lending
• Municipal Finance

Corporate Trust

The financial industry has long considered Seward & Kissel to be the leading law firm, both domestically and internationally, in corporate trust representation worldwide.  Globally recognized as the largest provider of corporate trust services, the Firm advises both domestic and international banks in the Americas, Europe and Asia.

As a full service law firm, Seward & Kissel has capital markets, litigation, bankruptcy, securities, banking, regulatory and tax attorneys who augment our ability to assist corporate trust clients in dealing with both legal and business issues at every stage of their financial transactions.

Our corporate trust group consists of more than 45 dedicated lawyers with extensive experience in drafting, structuring and negotiating complex financial transactions as well as restructuring transactions both in a judicial and nonjudicial setting. Each project is staffed by a highly experienced, focused legal team which synthesizes all of the Firm’s resources as necessary to maximize the representation of our clients.

Our extensive experience facilitates the representation of our clients in their role as Indenture Trustee, Security Trustee, Master Servicer and Subservicer, Collateral and Security Agent, Fiscal and Paying Agent, Administrative Agent, Escrow Agent, Auction Agent, Collateral Manager, Cash Manager, Account Bank, and Depository, Issuing and Paying Agent.

As a pioneer in trust representation, Seward & Kissel is at the forefront of asset securitization transactions, backed by virtually every type of asset, including:

• Financial receivables such as credit card receivables, loans and bonds as well as synthetic debt instruments
• Equipment lease receivables including aircraft and engine leases
• Royalty payment, medical and trade receivables
• Traditional receivables such as credit card, student loan and automobile loan and lease receivables
• Specialty receivables including private equity fund commitments, television, motion picture and music royalty receivables, 12b-1 mutual fund fee receivables, servicing fee receivables as well as receivables generated by stranded assets
• Real estate backed transactions such as REMICs, RMBS and CMBS transactions
• Special purpose vehicles such as CLOs, CBOs and CDOs

We advise domestic and multinational institutions in all aspects of:

• Secured Lending
• Project Finance, both domestic and abroad, including one of the largest natural gas production and transportation project finance facility transactions in the Middle East
• Municipal and Corporate Debt
• Cross-border Financings
• Second Lien and Intercreditor Arrangements
• SIVs and Commercial Paper Conduit Administration

The group also serves as counsel to facility and administrative agents in secured financings.  Additionally, we are one of the leading firms in the structuring and issuance of commercial paper financing programs, as well as structured investment vehicles and CDO structures.  Our experience gives us a unique perspective regarding the various approaches to credit and liquidity enhancement.  We routinely represent depositories, administrative agents and collateral administrators in such conduits, SIVs and CDOs.

Restructuring, Workouts and Insolvency

We are nationally and internationally recognized as a leader in the area of bankruptcy, workouts and reorganizations.  Our capabilities extend to virtually every aspect of the bankruptcy, workout and reorganization practice, including both court-supervised proceedings and out-of-court restructurings and workouts.  The clients we serve represent the full range of participants in these proceedings, including debtors, special board committees, official and unofficial creditors’ and bond-holders' committees, senior creditors, senior debt syndicates, unsecured creditors, subordinated debt groups, trustees and others.

Our expertise in the areas of bankruptcy, structured finance and asset securitization, real estate, maritime and aviation finance, investment management, project finance, corporate trust, real estate and other practice areas, is essential to our ability to help our clients achieve solutions that create, preserve and distribute value.

The practice group regularly represents corporate trustees, master servicers, investors and ancillary service providers in international and domestic default and workout situations in an effort to maximize their recoveries from troubled or insolvent debtors and defaulting structures.  In the area of bankruptcy, the Firm has wide experience with respect to a variety of issues and collateral, including project finance workouts and bankruptcy procedures involving asset securitizations.  In addition, we have represented investors, corporate trustees and master servicers in some of the largest restructurings of complex structured finance transactions, including mortgage backed and asset backed securitizations, as well as corporate transactions, including large debt issuances, trust preferred issuances, swap arrangements, structured investment vehicles and conduits and project finance transactions.

We have worked on almost every recent major bankruptcy, both structured and non structured, including:

• Enron
• Oakwood Homes
• Adelphia
• WorldCom/MCI
• First Consumers/Spiegel
• National Century
• United Airlines/Northwest Airlines
• CFS
• Mirant
• New Century
• American Home
• Aegis

The Firm’s comprehensive relationship with the worldwide investor community contributes to its reputation for excellence in the restructuring and bankruptcy area.  The resources of Seward & Kissel are seamlessly coordinated to provide value-added representation to both banking institutions and investors.  On an international level, the Firm is currently representing several banks in various international capital market and project finance restructurings, including two major Venezuelan oil production projects.

In quick reaction to the ever changing worldwide economy, Seward & Kissel is regarded by the financial industry as the premiere firm in representing Collateral Agents as they restructure and liquidate SIVs and Asset Backed Commercial Paper Conduits.  Our unique perspective of the financial markets greatly facilitates the execution of our clients’ obligations as they balance their roles with market tensions.

The Firm’s representation of banking institutions providing corporate trust related services is further enhanced by our litigation practice. The wealth of expertise of our litigation practice provides excellent counsel to investors and banks in all aspects of corporate trust related litigation representation, both inside and outside of the courtroom.

Lending

The group has participated as counsel to facility and administrative agents in numerous financings by financial institutions.  Such financings have included both secured lending against the security of the receivables or other assets as well as purchases by financial institutions or special purpose conduits of such receivables or other assets, which often include second-lien financing and intercreditor arrangements.

We represent and advise major financial institutions, including domestic and international banks, trust companies, insurance companies, master servicers, subservicers, market investors and investment banks in all types of financings.

In addition to our expertise in drafting and negotiating the basic lease and financing documentation, we are experienced in private placements, secured and unsecured lending, escrow arrangements, letters of credit, surety and performance bonds, loan guaranties, completion guaranties, take-or-pay contracts, construction contracts, appraisals, design, administration and management agreements, advertising and marketing agreements and other arrangements utilized in these transactions in order to facilitate their consummation.

Municipal Financing

We frequently act as counsel to investors in connection with the issuance and restructuring of securities in project finance transactions, both domestically and abroad, including transactions related to airports, retirement facilities, correctional facilities and educational institutions.