Debt Financing

Debt Financing

Debt financing can be an invaluable resource for borrowers when capital is required to fund the needs of a company or an organization that is unable or unwilling to sell equity. Lenders strive to serve the needs of their borrower clients while safeguarding their own interests and ultimately ensuring repayment of their loans. 

The finance and transactional attorneys at Saul Ewing represent clients on both sides of debt financing transactions. On the borrower side, we advise public and private companies of all sizes, private equity and investment funds, family offices and other investors, multinational conglomerates, fintech financial service providers, high net-worth individuals, and nonprofit and charitable organizations. On the lender side, we advise institutional lenders, middle-market and regional banks, community banks and credit unions, private equity and investment funds, mezzanine funds, alternative lenders, trade finance providers, and product manufacturers/parent companies. 

We help both borrowers and lenders navigate the structuring, negotiating and closing of an extensive variety of debt financing transactions, including:

  • All types of senior credit, unitranche, and multi-tranche facilities and products consisting of term loans, revolving lines, and L/C facilities
  • Leveraged and structured financing
  • Secured and unsecured loans
  • Mezzanine financings
  • Seller and buy-out financings 
  • Syndicated financings and loan participations
  • Asset-based lending
  • Supplier/OEM financing facilities and programs
  • Factoring and trade receivable financings
  • Floor plan and inventory financings
  • Real estate acquisition financing
  • Conduit loans
  • Inter-company debt 
  • Real estate construction and development loans
  • Letters of credit
  • Aircraft and rolling stock financings
  • 144A debt offerings

Our finance team has represented clients and efficiently closed transactions in a broad range of industries and lending sub-markets, allowing us to recognize and address industry-specific issues. Our attorneys regularly represent clients operating in the following industries: transportation and logistics (such as automotive, trucking and aircraft); real estate; retail; manufacturing; food and beverage; hospitality; technology; renewable and alternative energy; private equity; family offices and family-owned businesses; financial markets/products and broker-dealers; mining, agriculture and legalized cannabis; services; EB-5; health care; nonprofit and charitable organizations; and higher education and educational institutions.

Our attorneys also regularly serve as local counsel to lenders and borrowers in connection with real estate and other state-specific engagements. We provide legal opinions, together with related technical oversight and guidance, to help ensure legal compliance with local jurisdictional regulations and requirements. In addition, attorneys in our Wilmington, Delaware office advise on Delaware law matters and prepare corresponding legal opinions required in many financing transactions involving Delaware entities, and have the knowledge and resources to provide critical and time-sensitive assistance with satisfying closing deliverable requirements for entities organized in Delaware. 


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Saul Ewing attorneys advised on these select debt financing representations:

Lender-Side Debt Finance

  • A senior secured syndicate lending group in the $120 million leveraged financing of a commercial air carrier, secured by all borrower assets, including aircraft, hangars, gates and slots.
  • The financing arm of a big-three automotive manufacturer in a high-profile, multi-tiered financing to one of the largest national U.S. automotive dealer groups and its professional auto racing team secured by more than a dozen real estate properties, race car/team assets, and dealership assets including inventory and financial assets.
  • A lender in a $30 million revolving and term loan facility secured by consumer credit card receivables.
  • A middle-market bank in a $14 million delayed-draw construction and refinancing loan to a nonprofit school.
  • A private equity fund in its issuance of mezzanine subordinated debt to and equity investment in a publisher of educational materials.
  • A Pennsylvania community-chartered federal credit union in connection with its Member Business Loan program, including documentation of all credit transactions.
  • An institutional lender in the restructuring and documentation of an asset-based loan to a medical technology company.
  • A middle-market manufacturer in connection with its international supplier credit financing program.

Real Estate Finance and Development

  • A real estate investment fund in more than 50 preferred equity investments in multi-family, commercial and industrial properties.
  • A regional commercial lender in a $25 million two-phase construction loan related to medical office buildings in New Jersey.
  • A private developer as a lender in a $15 million subordinate private loan related to the renovation of a charter school building in New York City.
  • A regional real estate firm as a borrower in the $70 million refinancing of a mixed-use development that includes office, retail, hotel and restaurant space in New Jersey.
  • A regional developer as a borrower in a $39 million construction/permanent loan relating to a residential apartment complex with retail space in New Jersey (Urban Renewal Project).
  • A developer of a proton laser therapy center in connection with a consortium of hospitals and approximately $240 million in financing.
  • A client in a $47.2 million HUD refinance transaction in the Fenway neighborhood of Boston.
  • A private developer in connection with its acquisition and preferred equity financing of a $32 million multi-family apartment complex in New Jersey, subject to a PILOT Agreement with the local municipality.
  • A publicly traded REIT in connection with a securitized loan secured by three commercial properties in Brooklyn, New York.
  • A mortgage lender in connection with a $26 million loan secured by a mixed-use property located in Las Vegas.
  • A major Chicago suburban developer in the restructuring of a loan portfolio that involved nine loans totaling more than $26 million and 16 properties in Illinois, Wisconsin and Colorado.
  • A private real estate company in a $17 million securitized refinancing of a shopping center located in Georgia, and the defeasance of the existing debt on the property.
  • The borrower in securitized loans and preferred equity investments involving properties in numerous jurisdictions and totaling in excess of $200 million.

Borrower-Side Debt Finance

  • A buy-out fund in a $12 million senior warrant issuance and mezzanine loan provided in connection with the purchase of a plastic injection molding firm.
  • A private equity fund in connection with the financing of more than $200 million of portfolio asset acquisitions across the U.S.
  • A public pension trust in connection with the real estate acquisition and construction loan financing of a large shopping center development.
  • A Fortune 500 middle-market commercial financing company in its $1.8 billion structured financing and capital raise.
  • A privately owned international specialty product manufacturer and distributor in connection with a $70 million syndicated loan facility.
  • A family-owned manufacturing business in connection with its $400 million credit facility.
  • An airport fixed-base operator in the financing of a $150 million acquisition.
  • A public company in arranging a $300 million credit facility.
  • A public company in arranging the refinancing of $160 million of public debt.

Specialty Finance

  • A foreign automotive manufacturer in establishing and implementing its U.S. dealership financing program consisting of real estate loans, construction loans, working capital loans and floor plan loans.
  • A specialty industrial chemical company in its $35 million asset sale involving owner-financed subordinated debt and warrants.
  • A middle-market specialty lender in connection with a subordinated second-lien financing secured by mining assets, equipment and leases.
  • A major national bank in the assignment of more than 450 loans in five states worth approximately $500 million to Fannie Mae.
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