Day Pitney LLP

Institutional Finance and Commercial Lending


Capital is the fuel of prosperity and growth, an indispensable resource for organizations seeking new opportunities. Facilitating the relationships and transactions between those who provide capital and those who require it is the central role of Day Pitney's Institutional Finance and Commercial Lending group.

Our lawyers help institutional lenders and investors structure, negotiate and close financial transactions of many different kinds and virtually all sizes, including private placements, secured and unsecured credit facilities, receivable-backed and other asset-based and structured finance transactions, lease transactions, real estate financings and project and acquisition financings.

We engage in transactions involving environmental due diligence, letters of credit, guarantees, LIBOR rate provisions, hedge contracts, cross border financings, junior, mezzanine and senior debt, inter-creditor arrangements, syndications and participations and tax-exempt financings.

We assist at every stage, providing strategic advice regarding transaction structures, term sheets and covenants, undertaking due diligence, participating in negotiations and documenting transactions. After closing, our clients call on us to prepare amendments and waivers, restructure transactions, assist with collection and collateral liquidation following default and providing representation in bankruptcy and insolvency proceedings.

We also provide guidance in complex workouts, liquidations and restructurings to achieve "win-win" outcomes. When other means of resolution fail, our nationally recognized commercial litigation capability protects our clients' interests.

Our experience is wide-ranging, with transactions involving parties, assets, and collateral situated throughout the United States and beyond.

Bank Financing

Our bank financing practice is extremely diverse, representing lenders in the provision of a continually evolving array of credit products and services. Credit arrangements include secured and unsecured loans, letter of credit facilities, revolving credit and term loans (including tranche B facilities), multi-borrower facilities and DIP and cash-collateral facilities and range from small single lender loans to large syndicated financings. Our attorneys are experienced at structuring complex bank deals that close on time and on budget.

We represent local, regional and national banks and their affiliates in credit transactions ranging from $5 million to more than $1 billion to borrowers in numerous industries and markets, and have particular experience in loans to or involving manufacturing companies; transportation companies, including the rail, container leasing and maritime sectors; mutual funds, insurance companies and other financial services companies; utilities and other energy-related businesses; health care companies; and intellectual property.

Structured Finance

We act as counsel to investors, issuers, investment bankers, servicers and trustees in a broad range of structured finance and securitization transactions. These transactions involve a wide variety of loans and asset classes, including domestic and foreign trade receivables, utility stranded costs, equipment leases, auto, marine and aircraft loans, credit card receivables, medical receivables, special license agreements, various types of mortgage loans, manufactured housing loans, franchise loans and portfolios of bank loans, insurance company private placements and other types of securities.

Our team has extensive experience working with rating agencies and structuring transactions, including transactions for first-time issuers and those involving new asset classes. Our involvement ranges from acting as primary drafting counsel to serving as special tax, ERISA, regulatory or bankruptcy counsel.

Lease Finance

We have a nationwide ability to represent lenders, lessors and lessees in various types of lease finance transactions, including credit tenant loans (bond and credit leases), manufacturing equipment financings (for both domestic and foreign users), transportation equipment leases (including aircraft, vessels and rail cars) and off-balance sheet transactions. A particular focus of our practice is the representation of lender groups in multi-property, multistate real estate lease finance transactions.

Our lawyers have many years of experience representing institutional lenders and assisting investment bankers and borrowers in creatively structuring transactions that achieve the tax, accounting and regulatory objectives of the parties.

Real Estate Finance

We have represented many banks and other institutions in acquisition and construction loan transactions for office, regional retail mall and strip center, hotel, resort, warehouse, industrial, golf course, multifamily residential and land development projects of all kinds throughout the United States. We have also represented clients in connection with permanent mortgage loan financings and refinancings of these projects.

Our lawyers are experienced in sale/leaseback financings, direct placements (including zero coupon bond placements) secured by credit leases and indirectly by other real estate collateral and bond financings secured by real estate collateral.

We represent clients in connection with a constantly changing array of real estate-based loan products, including construction mortgage loans, permanent and mini-perm mortgage loans (including participating, shared appreciation, real rate of return and convertible loans), credit mortgage loans, lease securitizations and open-end mortgage transactions involving revolving and multiple tranche credit facilities and letter of credit reimbursement agreements.

We have extensive experience representing single-investor and joint-venture clients in real estate equity acquisitions. We have represented clients in connection with equity investments, including sales, ranging in size from approximately $12 million to over $100 million.

Private Placements

We have extensive experience representing insurance companies and other institutional investors in private placements and Rule 144A offerings of debt and equity securities. Securities issued in these transactions have included bonds, secured and unsecured notes, mezzanine debt, common and preferred securities and purchase warrants issued by companies in a wide variety of industries, including energy, transportation, financial services and real estate finance.

Workouts & Restructuring

Productive workout and restructuring efforts rely on setting achievable business goals and working aggressively and strategically to achieve them. Our attorneys take a proactive approach that emphasizes consensus building and the pursuit of "win/win" outcomes whenever possible. When necessary, however, we are ready and able to initiate forceful litigation, both inside and outside of bankruptcy and other insolvency proceedings.

Our practice involves the representation of a wide range of regional, national and international clients including financial institutions, creditor committees, lessors, trade creditors, acquirers and trustees. In representing our clients, we can draw upon the experience of our attorneys who practice in other areas, such as intellectual property, health care, technology, tax, securities, labor and environment law. We assist our clients with out-of-court workout agreements, state and federal receivership actions, debtor-in-possession financings, issues relating to requests by debtors to use cash collateral, formation of plans of reorganization, purchases and sales of distressed debt, Section 363 sales, entity governance issues, inter-creditor subordination arrangements, valuations and the defense of preference actions and fraudulent conveyance and lender liability claims.

We have successfully restructured transactions and companies in the retail, real estate, telecommunications, airline, manufacturing, health care and energy/utilities industries. We also help our clients analyze and restructure underperforming structured finance transactions and securitizations.