The Loan Trading practice of Cole, Mink, & Fransella is a full-service practice devoted to representing clients engaged in secondary market trading of commercial loans and other debt assets.
Our loan trading clients include investment banks, commercial banks, collateralized loan obligation vehicles (CLOs), collateralized debt obligation vehicles (CDOs), hedge funds, asset managers, and other entities. Our loan trading representation of these clients is focused on three general types of trading activities: trading distressed loans; trading par loans; and transfers of portfolios of debt assets (e.g., pursuant to auctions or securitization transactions). Although the majority of our work involves loans owed by U.S.-based corporations, we represent several clients in connection with trades of loans and claims owed by European, Latin American, Asian, and other foreign obligors.
Our attorneys are experienced in the areas of banking, securities, structured finance, and derivatives, and we reach out seamlessly to our partner firms as necessary for specialized advice on insolvency, tax, ERISA, securities, and local law as needed.
The firm’s relevant experience includes, for example:
- Providing regulatory advice regarding bank, securities, and investment adviser issues to banks, brokers, and other regulated institutions that engage in loan trading;
- Structuring investment funds and debt trades to comply with “prohibited transaction” rules under ERISA;
- Advising clients regarding credit documentation and related transfer documentation, collateral securing the debt, bankruptcy court filings, and workouts and restructurings;
- Advising clients regarding fraudulent conveyance, preferential transfer, lender liability, and disgorgement risks; and
- Resolving disputes arising from failed trades.
In addition to the foregoing experience and services, we are an active member of the trade association for the loan trading industry, the Loan Syndications and Trading Association (LSTA), and several attorneys in the group regularly participate in committees established by the LSTA to promote the liquidity and efficiency of the market. We are also intimately familiar with the standard finance and trading documentation of the Loan Market Association (LMA) and with the EMEA trading markets.
Our Par Loan Diligence and Fund Compliance practice helps asset managers ensure that loan purchases by their funds, clients, and accounts comply with all applicable tax, regulatory, contractual, and investment-strategy requirements, and provides bespoke reports and analyses tailored to client needs.
We prepare custom reviews of credit agreements based on the client’s requirements, and interact directly with administrative agents, borrowers, client personnel, back-office service providers, and settlement services to resolve any issues uncovered by our review. We also review and help prepare transfer documentation, and advise clients and their back offices on how to complete required forms and settle trades in compliance with all relevant contractual and legal requirements.
Our Private-Placement Securities Trading practice assists clients with transfers of private placement/over-the-counter securities. These are securities that are transferred via book-entry or physical delivery rather than on an exchange, and may be restricted and/or subject to contractual transfer restrictions and requirements. We help clients determine what’s required by law and contract, draft and negotiate any relevant documentation, issue legal opinions (if required), and shepherd the trade through settlement.
Our attorneys have extensive experience assisting clients with trades of bankruptcy claims, as well as international and other miscellaneous rights and claims, both in and out of formal insolvency proceedings. Our extensive market knowledge can help clients find creative ways to allocate and mitigate risk, and allows us to propose custom negotiating solutions that are often win-win for clients and counterparties.
Representative claims matters:
- Helped develop market procedures for transfers of Ultra Resources private-placement notes
- BTC claims in the Japanese Mt. Gox proceedings
- Termination/rejection claims (swap, lease, etc.)
- Lehman claims (domestic and international)
- Stapled underlying and guarantor claims
- Participations of claims
Cole, Mink, & Fransella assists clients holding debt and equity positions in debtors in or near insolvency with workouts and restructurings, from strategy and war-gaming to implementation, negotiation, and drafting. We can help with:
- Leakage analysis, including deep-dive review of a debtor’s capital structure, covenant packages, and potential debtor/sponsor value-stripping strategies
- DIP loans, RSAs, backstops, and other negotiated arrangements and investment opportunities with debtors in or contemplating insolvency proceedings
- Exchanges and restructures of existing assets