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Finance & Capital Markets

Industry Focus

Providing a wide spectrum of services to our finance and financial services clients has long been a cornerstone of our practice at Miles & Stockbridge P.C. The depth of our practice in the finance and financial services industry enables us to have a clear understanding of our clients’ business strategies and legal needs. Our lawyers combine extensive industry knowledge and sound business advice with skilled legal counsel in their roles as trusted advisors to our clients. Our clients include a multitude of international, national, regional, state and community banks, financial institutions, public and private lenders, tax credit investors, asset-based lenders, commercial and consumer credit companies, mortgage companies, equipment leasing companies, venture capital and private equity investors, and other finance and financial services organizations. We represent our clients in a variety of finance transactions as well as dispute resolution and collection matters (ranging fro m bankruptcy and creditors’ rights issues to class action litigation defense to workouts), regulatory matters, labor and employment and general corporate matters.

Financial Transactions

As advisors to our clients in finance transactions, our lawyers handle the structuring, documentation, negotiation and closing of many types of finance transactions, including debt, equity and hybrid financings, across a variety of industries. We advise our clients on all aspects of due diligence, enabling our clients to evaluate risks and to balance business, operational and legal needs. Our lawyers have an outstanding reputation as deal closers, strengthened by our firm’s full resources in tax, securities, real estate, environmental, employee benefits, bankruptcy and corporate law.

Mezzanine Finance

We help mezzanine lenders evaluate the business and risks of the target, subordination agreements with senior and junior creditors, board participation rights, the dynamics of the capitalization table, and liquidity events. This help starts with initial due diligence regarding assets and business practices of the target and continues through documentation, closing, additional investments, exit and enforcement.

We understand that this is not a static process. The mezzanine lender’s needs vary as the course of its investment ebbs and flows. With a foot in debt and a foot in equity, mezzanine lenders need to be firmly positioned at every stage of their investment.

We can bring to bear the broad knowledge and experience of the firm's 18 practices, which include: Banking and Finance, Corporate and Securities, Creditors’ Rights and Bankruptcy, Tax, Government Contracts, Commercial and Business Litigation, Intellectual Property and Technology, and Labor and Employment. We are ready to put these teams together to meet our clients’ needs in any situation.

Commercial and Business Litigation

In addition to our role as advisors in finance transactions, we also have a comprehensive commercial and business litigation practice representing financial institutions. Our litigators have extensive experience in complex matters, having tried hundreds of cases at all levels of state and federal courts and in commercial arbitrations throughout the mid-Atlantic region and many other jurisdictions around the country. Our commercial and business litigation lawyers have one primary focus – to secure the best results for our clients. We are aggressive advocates in and out of the courtroom. Because of our extensive trial experience we frequently are able to craft the most favorable trial approach based on our knowledge of the jurisdiction involved.

Creditors' Rights and Bankruptcy

On the creditors' & rights and bankruptcy fronts, our practice rests on the diverse skills and substantial experience of our lawyers, combined with detailed knowledge of bankruptcy law and procedure and a practical business perspective in handling our cases. We serve as lead counsel and local counsel for clients involved in bankruptcy and insolvency matters pending throughout the United States and abroad, and when necessary, coordinate the services of local counsel for efficient and effective representation. We represent our banking and financial services clients in bankruptcy cases, insolvency proceedings, foreclosures, enforcement proceedings, out-of-court workouts and restructurings.

Capital Markets

Miles & Stockbridge P.C. represents venture capital, leveraged buyout and other private equity and mezzanine funds, together with their sponsors, in connection with formation, capital-raising and investment transactions. These transactions include buyouts, leveraged recapitalizations, growth equity investments, restructuring and workout situations, and divestitures.

Our lawyers understand the unique needs of the financial investor and the intricacies of the equity stack and the capital structure throughout the life cycle of the investment. We have helped large and small investors plan, acquire, grow and exit their investments – fro m the first round of financing through the exit transaction.

In addition to working with investors, we have represented strategic buyers, management teams, entrepreneurs and families in deploying their assets into or exiting their investments in operating companies. We also are thoroughly grounded in the senior credit markets. The result is that we not only understand the unique needs of the financial investor, but also the needs and motivations, and what makes sense, to the other side.

The resources that we bring to bear for national and multi-national businesses, and our local and regional clients, are also available to the portfolio company after the deal closes. Our representation can be as an adjunct to the investor’s own in-house counsel, as specialty needs (such as labor or intellectual property) or as general counsel. Whatever the role, we have the financial investor’s goals as the framework for our advice.

Private Equity/Venture Capital

Miles & Stockbridge's commercial finance experience is particularly effective when applied to the private capital-raising needs of small and emerging companies. We frequently represent growing businesses across a spectrum of industries - fro m traditional manufacturers to technology, biotech and medical device companies - in transactions that range in size fro m several hundred thousand dollars to $100 million or more. We assess our clients' financing needs and guide them toward the most appropriate financing source. Having facilitated many private placements, our corporate and securities lawyers have extensive contacts and know the most appropriate funding source among:

  • Public and private venture funds
  • Angel investors and investment groups
  • Private equity investors
  • Venture or private equity units of commercial banks and insurance companies
  • Development partnerships and investment companies
  • Wealthy individual investors

Once the parties are brought together, our goal is to make sure our client understands all the details and ramifications of the financing agreement. Venture and private equity investors generally have very specific time and financial targets for the investment return they want, and these targets often involve the desire to exercise control or oversight of the investment. We make sure our client's interests are protected in the deal, and strive to negotiate optimum payment, liability, tax and management terms.

Finance and Capital Markets Industry Team

At Miles & Stockbridge, not only do we have deep experience in our practice areas, but we also focus on the industries in which our clients do business. To formalize this commitment further, we have created industry teams in finance, manufacturing and distribution and real estate.

Our Finance and Capital Markets Industry Team consists of lawyers fro m diverse practices within our firm, including lawyers fro m our real estate practice, transactional finance practice, corporate and securities practice, and creditors’ rights practice. Each member selects and gets involved in a subcommittee that works to advance the larger team's goals. Among their specific efforts, members research, analyze and plan for industry trends, address specific client and industry needs, and draft communications of interest to clients in the financial industry. We invest our own resources, knowing that a deep understanding of our clients' businesses will enable us to serve their broader needs more effectively and efficiently.

Industry Team

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