Overview

We partner with our clients to approach each finance transaction as a team and work seamlessly across practices to draw upon our attorneys’ experience in related fields, such as real estate, tax, environmental, employee benefits, securities, intellectual property, health care and information technology.  Dozens of banks and non-bank lenders rely on Vorys finance lawyers to efficiently manage lending transactions. Our lender clients value our practical advice, business sense and collaborative approach.

Our interdisciplinary experience allows our finance attorneys to provide practical, market-based legal counsel to efficiently close transactions. While a number of our attorneys are licensed and have practiced in New York and other U.S. financial centers, our Midwest roots further position us to deliver customized client service in a cost-effective manner to achieve our clients’ business objectives. 

Who We Represent

We advise national, regional and community banks, mezzanine lenders and other financial institutions, as well as private and public company borrowers, in a wide range of industries, including retail, manufacturing, energy, healthcare, real estate and home building, among others.

National Recognition

We are proud to have earned long-standing recognition as a “Leading Law Firm” in Ohio for “Banking and Finance” in the prestigious Chambers USA guide. Numerous Vorys attorneys also are recognized as “leading practitioners” in this area.

In its 2022 edition, Chambers and Partners lauds Vorys’ experience in representing borrowers and lenders in a range of financing transactions, with strength in asset-based lending, structured financing, acquisition finance and derivatives work, among other areas.” Chambers also highlights the firm’s experience in regulatory compliance, banking M&A and securities law compliance.”

Additionally, Vorys has earned top honors as a national Tier 1 firm for “Banking and Finance Law” in the U.S. News – Best Lawyers® “Best Law Firms” report  as well as regional Tier 1 recognition in this area.

What We Do

Vorys is nationally known for leading leveraged, asset-based and structured finance transactions, as well as for advising on complex issues including derivatives and securitizations.

Our finance attorneys assist clients in structuring, preparing, negotiating and documenting both bilateral and syndicated finance transactions ranging from less than $1 million to more than $2 billion.

Our work includes:

  • Acquisition financing
  • Asset-based lending
  • Cross-border financing
  • Derivatives
  • Development and construction financing
  • Leveraged ESOP transactions
  • Equipment financing
  • Letters of credit and banker’s acceptances
  • Leveraged finance
  • Loan restructurings and workouts
  • Mezzanine and second lien financing
  • Note purchase transactions
  • Public debt offerings
  • Project finance transactions
  • Real estate financing
  • Securiziation and receivables financing
  • Sponsor-led acquisition facilities
  • Structured finance
  • Syndicated credit facilities
  • Synthetic leases

Lending

Vorys finance attorneys have vast experience representing sophisticated lenders across the country in a wide array of financing transactions. The 2022 Chambers USA guide has specifically noted that our firm has “strength in asset-based lending, and structured financing.”  Dozens of banks and non-bank lenders rely on Vorys finance lawyers to expertly and efficiently manage lending transactions. Our lender clients value our practical advice, business sense and collaborative approach.

Vorys is also well-regarded for our representation of private and public company borrowers in a wide variety of financing transactions.  We believe that our experience representing lenders allows us to provide highly effective and practical advice to borrowers in negotiating transaction with their lenders.

A member of the Loan Syndications & Trading Association, Vorys attorneys stay up to date on the evolving syndicated loan market to advise clients on market terms and best practices.

Who We Represent

  • Commercial banks and other financial institutions
  • Non-bank lenders
  • Bank-affiliated asset based groups

What We Do

Asset-Based Lending

Our attorneys have vast experience representing lenders in asset-based financing transactions, including those involving collateral as varied as receivables, chattel paper, inventory, equipment and real property. We work with our clients to evaluate risks associated with asset-based financings, and assist them in structuring, preparing and negotiating both bilateral and syndicated transactions.

Syndicated Loans

We regularly represent all types of lenders in their capacities as agents and arrangers in syndicated transactions, ranging from regional club facilities to more widely syndicated transactions.  Vorys also negotiates syndicated loan facilities for borrowers, including cross-border facilities providing for multi-currency borrowing options and the pledging of collateral outside of the U.S.  These facilities range in size from tens of millions of dollars to in excess of two billion dollars

Fund Finance

Vorys attorneys regularly work with both lenders and borrowers on a wide array of fund finance transactions, including subscription line credit facilities, NAV-based facilities, and other fund finance facilities for prominent regional and national intuitional investment managers to boutique wealth management firms.  In 2021, Vorys represented clients in 15 fund finance transactions totaling more than $160 million.  Our technical knowledge and commercial acumen allows us to guide our diverse client base through even the most complex transactions with confidence and sophistication.

Real Estate Finance

We regularly represent lenders, developers, and investors in many different kinds of real estate financing transactions, from conventional mortgage financing, including Federal Home Loan Mortgage Corporation (Freddie Mac) loan programs, and insured mortgage programs such as those sponsored by HUD and the FHA, to industrial revenue and development bonds, public and private syndications, joint ventures, and sale leasebacks.  Our real estate attorneys also have extensive experience in working with real estate joint ventures and syndications.  To learn more about our real estate finance practice, click here.

Securitization and Receivables Finance

Our attorneys work hand-in-hand with our clients to explore a number of securiziation and receivables financing options to best suit the individual needs of their particular business.  We have negotiated and structured receivables finance transactions in states across the country, and understand the intricacies that are involved in crafting the most appropriate arrangements in each case.

ESOP Finance

We routinely help our clients structure and document leveraged ESOP transactions to ensure that the loans are appropriately documented and secured, are compliant with relevant Employee Retirement Income Security Act (ERISA) requirements and follow best practices in leveraged buyout transactions.

These transactions require niche knowledge and sophisticated counsel.  On these matters, our finance practice is backed by Vorys’ nationally recognized employee benefits group, which brings extensive experience in ESOPs and related regulatory matters.  Our finance attorneys work across practices to advise clients on leveraged transactions to support the formation of ESOPs and secure working capital for existing ESOP-owned companies.

Franchise Finance

Vorys provides sophisticated franchise finance counsel to some of the country’s biggest franchisors and franchisees - as well as regional lending institutions.  This includes supporting franchisees in securing working capital, as well as acquisition, real estate and construction financing, by creating franchise lending documents, implementing thorough processes in connection with franchise loans and documenting franchise lending transactions throughout the country.


Derivatives

Vorys is widely recognized for providing ongoing derivatives counsel to a range of clients, including regional banks with assets ranging from less than $10 billion to more than $210 billion. We also represent community banks, numerous Fortune 500 companies, privately held companies, nonprofit institutions, investment advisers and special-purpose entities in derivatives matters.

A member of the International Swaps and Derivatives Association (ISDA), Vorys keeps abreast of the evolving regulatory landscape under the Dodd-Frank Act to advise clients on best practices for complying with reporting and recordkeeping business conduct standards and margin requirements.

Our derivatives team also monitors the release of new and revised rules and regulations issued by the Commodity Future Trading Commission (CFTC) and other regulatory authorities to provide practical, ongoing counsel on regulatory matters.

We negotiate, prepare and review documentation relating to swaps and other derivatives products, including the 1992 and 2002 forms of the ISDA Master Agreement and related schedules, credit support annexes, confirmations, definitions, futures and options agreements, including cleared derivatives addenda, clearing documents and other ISDA publications.

Additionally, our derivatives work includes:

  • LIBOR transition
  • Collateral sharing, waterfall provisions and other derivatives documentation issues in syndicated credit facilities
  • Interest rate, commodity and foreign exchange transactions
  • Public bond offerings and other transactions protecting against equity price fluctuations in connection with convertible notes offerings

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