Practices: Finance

Startups and established corporations alike often need to raise capital and engage in strategic business combinations in order to grow. Wherever a company may be in its life cycle, it needs to structure, negotiate and acquire debt and equity financing in a way that is consistent with its business plans. Your company’s balance sheet reflects your ability to build its future, and you want every transaction to support your entire business strategy. You don’t just need a lawyer who gets the deal done – you want a business counselor who understands the long-term implications of every transaction.

At Ungaretti & Harris, we have a highly sophisticated middle market finance practice and counsel growth-oriented, publicly traded and privately held clients ranging in size from New York Stock Exchange-listed companies to start ups. Our lawyers have handled hundreds of public and private offerings of equity and debt securities, private equity financing, commercial lending of all types, and project-financed transactions. You can rely on our help with even the most complex financing need.

Private Equity

Our lawyers connect people, money and investment needs. If you are a private equity fund, a venture capital fund, a commercial bank investment group, or a family-owned investment firm, we will work with you as strategic business advisors, helping you assess risk, structure transactions, manage assets, and realize maximum benefit from your portfolio. If you are a growing company in industries as specialized as automation software and medical devices – or as fundamental as building materials and office supplies – we’ll bring you together with the right funding source and negotiate optimum payment, liability, tax and management terms.

The foundation of our private equity effectiveness lies in focusing on the middle market: transactions valued at between $10 million and $1 billion, and typically averaging around $200 million. We have become one of the most active middle market transactional law firms in Chicago with over half of our corporate work involving private equity investments.

Public Equity and Debt Offerings

If your company is publicly held, or if you want to go public, you have the assurance of knowing that we have assisted clients of all sizes on a variety of financing transactions involving the public and private capital markets. We can handle all phases of your offering, including preparation of the prospectus or offering memorandum, structuring of terms of securities and obtaining registration of the securities, and negotiating underwriting agreements with the SEC. We also represent underwriters and placement agents, assisting with disclosure documents and due diligence preparations. Transactions include:

Public offerings of common stock (IPOs and follow-on offerings).
Public offerings of debt.
Hybrid securities offerings backed by mortgages, receivables and other financial assets.
Shelf registration statements (universal shelf and acquisition shelf filings).
Private placements with resale registration statements (PIPE transactions).
Rule 144A offerings (with S-4 exchange offers).
Private placement transactions.

An equity or debt offering should be appropriate for the client's overall capital structure. We routinely advise clients on how to recapitalize private equity portfolio companies for a sale or spinoff.

Commercial Lending

Ungaretti & Harris knows how to meet the needs of lenders and borrowers. The middle market for lending – deals of $500,000 to $500 million – is where we excel. We can quickly grasp the basics of your lending transaction, develop the most cost-effective structure, and solve problems along the way. Whether you’re a lender or a borrower, we understand what you want and help you achieve it. Our lawyers don’t play legal games – we get the deal done. We advise our financial institution clients as lenders, issuers, underwriters, credit enhancers and servicers, and have a proven ability to handle complex, innovative transactions, as well as the routine transactions where controlling costs is essential. On the borrower side we have experience helping companies from a wide range of industries, such as utilities, medical device manufacturers, REITs and gaming. We can provide assistance on many types of transactions, including:

Securing on- and off-balance sheet loans.
Recapitalizations.
Credit facilities, including revolving loans, term loans, revolving and term-loan packages, multiple borrower transactions, loan participations, acquisition loans, letter of credit facilities, and special purpose loans.

Having sat on both sides of the table, our lawyers have a clear understanding of how to protect the lender’s interests within a borrower’s comfort level on a wide range of transactions.

Mezzanine Lending

Mezzanine loan transactions are an area where we have special focus. Mezzanine lenders are often middle-market financial institutions, and we ensure that their rights and interests are protected in dealing with the larger senior lenders. Ungaretti & Harris has represented mezzanine lenders in negotiating their position with the senior lender, and has been particularly effective at documenting “equity kicker” arrangements. Such kickers involve significant tax and contingent payment issues, and require a combination of securities and commercial lending knowledge that we bring to clients.

Project Finance

Project finance to fund the building of energy generation, distribution and storage facilities, and similar capital-intensive construction projects, requires a complex mix of sophisticated legal, financial, regulatory and management issues. Given the hundreds of millions of dollars often at stake, project developers and lenders need multi-disciplinary counsel to coordinate every aspect of the undertaking. We offer full capabilities in project and infrastructure finance, including capital market access, real estate, environmental and tax law. This mix allows us to successfully design alternative financial/legal structures, draft financing models and project documents, and manage transactions effectively. You get diligence and coordination functions in projects from early development and construction planning phases to the later phases involving turnkey startup and operation. Our experience encompasses natural gas plants and pipelines, hydroelectric plants, and renewable biomass and biomethane installations.

Derivatives Sophistication

Traders of put and call options that hedge against risk rely on Ungaretti & Harris for guidance in structuring sophisticated transactions. Whatever exchange you trade on – New York Mercantile, Chicago Mercantile, Chicago Board of Trade – you can turn to us for help with documentation and analysis of the legal issues surrounding credit derivatives, OTC options, swaps, collars and similar instruments. We advise energy companies on derivatives involving natural gas, oil and electricity, and borrowers, lenders and investment banks regarding interest rate and foreign exchange derivatives including interest rate swaps on tax-exempt bonds.

As members of the International Swap Dealer Association (ISDA) we assist clients with ISDA negotiation and drafting for derivative transactions. Commercial banks using swaps to minimize legal and compliance risks can look to us for drafting and structuring assistance on swaps and derivatives in all types of transactions. We will also assist clients to establish risk management policies, and conduct swaps and derivatives portfolio analysis and audits.

Capital – The Universal Commodity

Capital is the universal commodity of business. Adequate access to capital for operations and expansion is essential for any successful company, and sometimes the most practical financing vehicle for a given situation is the most sophisticated. Ungaretti & Harris helps clients secure the capital they need by structuring the transaction in the way that works best for them. We will protect your interests, prepare the documentation, manage the regulatory issues, and make sure the financing provides you with the necessary flexibility to raise additional capital in the future.