Equipment Leasing & Finance
Troutman Sanders LLP has provided legal counsel to the equipment leasing and finance industry for almost 50 years. Over that time, the firm's Equipment Leasing and Finance team has gained a broad range of experience, having counseled banks, hedge funds and other funding sources, independent lessors and finance companies, lease brokers, manufacturers, vendors, dealers, distributors and lessees. As a result of our experience, we have developed a special sensitivity to the needs of each party to the leasing transaction.
In our capacity as counsel, we structure transactions, prepare documentation for specific transactions as well as generalized forms, negotiate modifications to documentation, establish vendor programs, financing programs (including warehouse lines of credit and other credit facilities for lessors) and remarketing arrangements, prepare operating manuals, and advise clients on legislation, tax and policy matters.
We represent lessors, lenders and credit support providers in a wide variety of domestic and international cross-border leveraged leasing transactions, single-investor leases and operating leases, and we understand the complex legal and business issues that these transactions often present. We also negotiate and prepare out-source contracts for lifetime hardware and software financing, maintenance and service, technology-transfer arrangements, and joint venture and other strategic alliance agreements. We are heavily involved in the financing and acquisition side of equipment and leasing finance operations, including due diligence and documentation for portfolio purchases and sales and asset-backed securitizations (both rated and unrated). The increased growth and consolidation in the industry has provided us the opportunity to represent both purchasers and sellers of leasing companies over the past few years.
In addition, we have helped to organize independent leasing and finance companies, lease financing departments for banks, captive finance companies and leasing subsidiaries for vendors. We have experience representing industry entrepreneurs and emerging growth leasing companies in transactions with private equity investors and venture capitalists. As a result of our firm's unique strength in the capital markets, we have successfully taken privately-owned leasing companies to the public markets through public offerings of securities, and then assisted them in structuring credit enhancements for investment-grade securitizations of their leased assets.
We also handle litigation in the leasing area, including significant foreclosure and enforcement actions, as well as restructuring, workouts and bankruptcy work. A great deal of our legal work in the leasing field involves tax consultation and advice. We have an excellent team of tax attorneys who concentrate on leasing and finance matters, state tax issues and international financings.
We deal with all types of equipment in our work, such as large mainframe and personal computer systems, point-of-sale equipment, ATM’s, office equipment, printing presses, construction equipment, robotics, and other industrial equipment, software systems, mobile healthcare systems, CT scanners, MRI facilities and other healthcare equipment, in-flight video and audio systems, and video production and presentation equipment. In the transportation sector, we have extensive experience in the leasing and finance of commercial and private aircraft, aircraft engines, vessels, passenger and freight rolling stock, automobiles, trucks and other titled vehicles.
We have considerable experience with the lease and financing of facilities, including power generation and transmission, water treatment and manufacturing facilities and other assets with a real estate component.
We are one of the few national law firms with expertise in the field of alternate energy finance and experience in funding solar, wind and hydro facilities. Many of our clients have expertise in leasing to special markets, such as the healthcare and telecommunications industries, the fast-food franchise industry, the transportation and the video entertainment business. We also advise clients on the various federal and state regulatory aspects of leasing, as well as consumer leasing and financing transactions.
Members of the firm’s Equipment Leasing and Finance practice have leadership roles in advising our clients on a wide range of industry initiatives including electronic and paperless transactions, the bundling of services into traditional lease structures and alternate energy finance.
With our extensive history of involvement in nearly every aspect of the equipment leasing and finance industry, and working with each of its players, Troutman Sanders LLP serves a unique and valued role that is recognized throughout the industry, and by the various trade associations and publications that serve the leasing industry.
Representative Transactions
- Representation of Bank of Tokyo-Mitsubishi, UFJ, Ltd. in connection with $75,000,000 lease receivables purchase agreement
Representation of Bank of Tokyo-Mitsubishi, UFJ, Ltd. in connection with $85,000,000 lease receivables purchase agreement
Representation of Bank of Tokyo in connection with $35,000,000 structured finance transaction for equipment to be constructed in Chile.
Representation of Marathon Structured Finance Fund, L.P. in the sale and leaseback of two Airbus A310 aircraft
Representation of Marathon Structured Finance Fund, L.P. in the purchase of the equity interest in three Boeing 767 aircraft under lease to major airline
Representation of Marathon Structured Finance Fund, L.P in the purchase of the equity interest in one Boeing 767 aircraft under lease to major airline
Representation of Marathon Structured Finance Fund, L.P in the purchase of the equity interest and the debt in one Airbus aircraft in leveraged lease transaction
Representation of Marathon Structured Finance Fund, L.P in the purchase of the aircraft and the debt in one Boeing 757 aircraft in leveraged lease transaction
Representation of Marathon Structured Finance Fund, L.P as lender for a loan facility with proceeds to be used to purchase the equity interest of one Boeing 757 aircraft
Representation of Marathon Structured Finance Fund, L.P in connection with the $50,000,000 purchase and sale of 17 aircraft leases under lease to various lessees from FINOVA Capital Corporation
Representation of Bank of America, N.A. in the purchase of the equity interest in one Boeing 747 aircraft in leveraged lease transaction
Representation of M-Core Credit Corporation in negotiation of equipment lease for major construction project in Westchester County, New York
Representation of finance company subsidiary of major money center bank in connection with $2,000,000 consumer electronic equipment vendor finance program
Representation of finance company subsidiary of major money center bank in connection with $1,000,000 commercial electronic equipment vendor finance program
Representation of finance company subsidiary of major money center bank in connection with $75,000,000 hospital equipment vendor finance program
Representation of finance company subsidiary of major money center bank in connection with $75,000,000 medical furniture and equipment vendor finance program
Representation of finance company subsidiary of major money center bank in connection with $100,000,000 computer software vendor finance program
Representation of hedge fund in connection with $15,000,000 sale leaseback transaction for airport equipment located in various airports in Japan
Counsel to an international bank as financial underwriter of a master lease program for the financing of solar facilities for major U.S. retailers
Represented a major U.S. bank in its purchase of solar facilities subject to lease to the project developer and solar power purchase agreements with major U.S. retailers
Represented a major U.S. bank in structuring a $40 million equity investment in a leveraged lease of a solar energy facility
Counsel to the arranger and financial guarantor of a bank financing of U.S.-produced independent films eligible for Section 181 tax benefits – the first transaction of its kind
Represented prospective equity investors in structuring wind power facility investments
Represented prospective institutional investors structuring domestic film production investments with associated tax benefits
Represented a satellite telephone provider in structuring a proposed lease of FCC spectrum
Represented the equity investor in the sale of Islamic Shari’ah-compliant equipment leases
Counsel to the credit support provider in a sale and leaseback of electrical generation facilities in the United States
Counsel to the U.S. equity investor (lessor) in a sale and leaseback of electrical generating facilities valued at over $500 million, operated by one of the largest power suppliers in the United States
Counsel to the U.S. equity investors in a financing involving passenger train maintenance facilities in Texas operated by a U.S. municipal transit agency
Counsel to the U.S. equity investor in a sale-leaseback of seven hydroelectric generating facilities located in Austria
Counsel to the U.S. equity investors in the leveraged lease financing of electric distribution systems to several rural electric cooperatives
Counsel to the U.S. equity investors in a series of financing transactions involving wastewater collection systems operated by various municipalities in Belgium
Represented the lender in connection with a credit-tenant lease of a corporate headquarters building located in Texas
Represented a national monoline insurance company as insurer of bonds secured by municipal transit agency leases of a New York City office building
Counsel to the insurer of notes secured by a pool of real property leases
Counsel to the lender in a sale-leaseback of tenant improvements to commercial real estate
Counsel to the U.S. equity investor in a sale-leaseback of administrative and school buildings operated by a municipality in Germany
Represented a major international bank subsidiary as purchaser of a $60 million equity interest in a partnership owning and leasing commercial aircraft
Represented a major U.S. bank as equity investor in sale-leasebacks of corporate jets
Represented the equity investors in a series of OFSC cross-border sale-leasebacks of commercial Boeing aircraft for carriers in Australia and Hong Kong
Counsel to the lessee pipeline company in the lease financing of petroleum storage tanks
Represented a major U.S bank as equity investor in an acquisition of a $50 million portfolio of barges operated in the coastwise trade
Counsel to the U.S. equity investors in purchases of foreign flagged vessels subject to leveraged leases. Represented the U.S. equity investors in purchases of portfolios of Jones Act barges subject to leveraged leases
Represented a major U.S. bank in structuring the proposed construction loan and permanent leveraged lease financing of petrochemical tankers under time charter to a major U.S. oil company
Counsel to the U.S. equity investor in a sale-leaseback of a passenger ship ferry operated in New Zealand
Counsel to the U.S. equity investors in numerous cross-border sale-leaseback transactions involving passenger rolling stock operated by national and municipal railways and transit agencies in Germany, Belgium, Austria, France, Sweden, Portugal, the United Kingdom and Hong Kong
Counsel to the U.S. equity investors in numerous domestic sale-leaseback transactions involving passenger rolling stock and buses operated by state and municipal transit agencies located in California, Illinois, Missouri, Massachusetts, New Jersey, Ohio, Texas and Washington, D.C.
Represented the equity investors in connection with a portfolio transfer of a leveraged lease of freight rolling stock
Counsel to the equity investors in several sale-leasebacks of rolling stock operated by municipal transit agencies, subject to existing TBT (safe harbor lease) financings
Counsel to the U.S. equity investor in a sale-leaseback of passenger trains operated by Virgin Rail under existing U.K. operating leases
Represented the U.S. equity investors in cross-border lease-to-service contracts of subway rolling stock and light rail vehicles, for Portuguese public operators, the first-ever U.S.-Portugal “double dip” lease transactions
Counsel to the equity investors in a sale and leaseback of locomotives, operated by a major U.S. freight railroad, with debt funded by enhanced equipment trust certificates (“EETCs”)
Counsel to the lessee, a French mobile telecommunications network operator, in a multiple-tranche U.S. cross-border lease of the lessee’s entire $850 million network
Counsel to the U.S. equity investor in a sale and leaseback transaction involving the automated fare collection equipment and computer-based train control equipment of a U.S. municipal transit corporation
Counsel to the U.S. equity investor in a sale-leaseback of highway toll road information and fare collection systems located in South Korea
Counsel to the U.S. equity investors in a cross-border sale and leaseback transaction on ticketing and passenger information systems related to high-speed passenger trains for the French national railway
Counsel to U.S. equity investors in numerous leveraged lease transactions involving commuter buses operated by domestic municipal transit agencies
Represented the U.S. equity investor in a lease of a foreign municipal administrative data processing system – the first transaction of its kind
Counsel to a major chemical company and its affiliate, as guarantor and lessee, respectively, in connection with a $130 million synthetic lease financing of a PET facility in Germany, which included commercial loans and the issuance of commercial paper
Counsel to a major chemical company and its affiliate, as guarantor and lessee, respectively, in connection with the refinancing of a $79 million synthetic lease financing of an ethylene production facility in the Netherlands