Debt Finance

Why Cooley

Debt Finance

Representing debt and lease financing sources – including US and international banks, business development companies, leasing companies, insurance companies, investment banks, commercial finance lenders, mezzanine investors, factors and asset-based lenders – as well as the companies, private equity sponsors and their portfolio companies, and other investment funds that seek debt financing requires significant resources and know-how.

Venture Debt

Our lawyers represent banks and non-bank funds investing in emerging companies that do not have long histories of profitability or, in many cases, revenue. Our extensive experience on both sides of the table translates into market knowledge and a high level of comfort when dealing with individuals in the industry. We also understand the laws affecting these transactions as well as the various factors influencing lending decisions in this market – beyond traditional financial analyses – such as a company's investors, its capital structures, the likelihood of future funding, intellectual property and warrants.

Debt Securities

Cooley assists issuers, underwriters/initial purchasers, institutional investors and placement agents in a wide range of debt securities transactions. Our lawyers are closely involved in advising clients on the intricacies of debt instruments in a variety of industries, and we have experience in structuring a diverse range of registered public offerings, 144A debt placements (convertible and high-yield bonds) and traditional private placements. We also are knowledgeable when it comes to alternative deal terms that we counsel our clients to implement in appropriate circumstances.

Areas of practice

Cooley handles a variety of transactions, including:

  • Syndicated financings
  • Asset-based or cash-flow-based working capital financings
  • Private placements of debt and equity-linked debt
  • Acquisition financings, including leveraged acquisitions of public and private companies
  • Equipment lending and leasing
  • Venture lending and leasing
  • Bridge financings
  • Recapitalizations
  • Debt and equity restructurings
  • Second lien and mezzanine subordinated debt financings
  • Employee stock option plan financings
  • Project financing
  • Real estate sale/leaseback and synthetic/off-balance sheet financings
  • Convertible debt, mixed debt and equity financings
  • Letter of credit and other credit enhancement financings
  • Commercial paper support financings
  • Loan sales and participations

We also serve as outside counsel to business development companies under the Investment Company Act, assisting with:

  • Public offerings
  • Securitizations and other financings
  • Loan and investment transactions, including:
  • Senior syndicated loans
  • Senior secured financings
  • Last-out loans
  • Other unusual transactions