Private Placements

Our Private Placement Group actively engages in all types of private placement financings including, mezzanine and private equity financings; workouts and restructurings; aircraft, railroad rolling stock, electronic data transmission equipment, vehicles, mining equipment and real estate leveraged leasing; debt securities of agribusiness entities; leveraged ESOP transactions; leveraged buyouts; project and facility financings; real estate financing; multiple property credit tenant loan securitization; loan and other asset securitizations and secured and unsecured debt financings for U.S, UK, Canadian and other foreign issuers.

Several members in the Group reside in the Firm’s London office, giving the Group extensive experience in representing institutional lenders in traditional cross border private placements and in the restructuring of such transactions.

Many of the Firm’s private placement lawyers are Fellows of the American College of Investment Counsel (ACIC) and include a past president and trustee of the ACIC, and founder of the ACIC's Transaction Process Management Committee, a committee that has published several private placement guides, including Private Placement Process Enhancements, Guide to Amendments, Term Sheet Checklist for Unsecured Debt Transactions, and Private Placement Resources Guide.

Our Group was instrumental in the early development of credit tenant loan financing and continues to represent lenders in all types of credit tenant loan transactions (CTLs); including multiple property transactions, securitized CTLs, bond type leases, credit type leases, CTLs for governmental agencies (federal, state and local), cross border CTLs involving non-domestic real estate and Section 1031 proprietary structures.

Representative List of Private Placement Transactions Handled by McDermott Will & Emery

$90,000,000 Credit Tenant Loan Securitization – 1 Office/Industrial Site
$12,500,000 Credit Tenant Loan – 1 Office Site to governmental agency
$40,000,000 Senior Secured Notes of manufacturing issuer
$61,000,000 Leveraged Lease of Railcars
Restructuring of $30,000,000 Senior Subordinated Notes of manufacturing issuer
Restructuring of $30,000,000 Senior Subordinated Notes of agribusiness issuer
Restructuring of $52,000,000 Senior Secured Notes in leveraged leasing facility
Representation of institutional investors in connection with their investments in private equity timber funds
$36,000,000 Senior Secured Notes of final payment option securitization vehicle
$50,000,000.00 Credit Tenant Loan securitization - 12 Retail Sites
Restructuring and workout of $192,000,000 Senior Notes of trailer manufacturer
Restructuring of $36,000,000 Senior Secured Notes of manufacturing issuer
Restructuring of $30,000,000 Senior Secured Notes of temporary staffing issuer
Restructuring of $30,000,000 Senior Secured Notes of agribusiness issuer
$79,000,000 Senior Secured Notes of tax credit partnership
$10,000,000 Credit Tenant Loan – 1 Retail Site
$30,000,000 Credit Tenant Loan Securitization – 2 Retail Sites
$10,000,000 Credit Tenant Loan Securitization – 6 Retail Sites
$15,900,000.00 Credit Tenant Loan – 1 Industrial Site, Quebec, Canada
$11,700,000.00 Credit Tenant Loan – GSA Lease/Office Site
$52,000,000 Credit Tenant Loan Securitization – 3 Industrial Sites
Special workout/restructuring/litigation counsel to noteholders and trustee in connection with structured receivables financing
Special internal counsel for $50,000,000 Senior Secured Notes for structured financing of telecom issuer
$125,000,000 Senior Secured Notes of agribusiness issuer
$30,000,000 Senior Subordinated Notes of agribusiness issuer
Representation of institutional investor in connection with their investments in limited partnerships and limited liability companies with regard to private equity fund activity in the US and the UK
$74,504,808 loan backed fixed rate notes of special purpose entity issuer
$42,500,000 Senior Notes of furniture manufacturer
Special internal counsel for $27,500,000 Senior Notes of Australian issuer
Special internal counsel for $20,000,000 Senior Notes of Irish issuer
Special internal counsel for $20,000,000 leveraged lease of automobile manufacturer
Special counsel in connection with leveraged lease of splitter facility
$45,000,000 Senior Secured Notes of domestic manufacturer
Special internal counsel for $20,000,000 of domestic manufacturer
Special UK counsel to institutional investor in connection with its UK subsidiary activities
$50,000,000 (50,000) Shares of Series A Preferred Stock and Warrants to Purchase Junior Convertible Preferred Stock of a corporation in the e-commerce business
$25,000,000 12% Senior Subordinated Notes and Warrants to Purchase Shares of Common Stock of a corporation in the industrial machinery business
$12,000,000 12% Senior Subordinated Notes, Warrants to Purchase Shares of Common Stock and Common Stock of a corporation in the food product business
$10,300,000 13% Senior Subordinated Notes and Warrants to Purchase Shares of Common Stock and Common Stock of a corporation in the technology consulting business
$12,500,000 12% Senior Subordinated Notes of a corporation in the auto parts business
$16,000,000 12.50% Senior Subordinated Notes and Warrants to Purchase Shares of Common Stock of a corporation in the industrial machinery business
$12,000,000 12% Senior Subordinated Notes and Warrants to Purchase Shares of Common Stock of a corporation in the industrial machinery business
$12,500,000 Senior Subordinated Notes Due 2009
$50,000,000 Guaranteed Senior Secured Notes Due 2004
$50,000,000 Senior Notes Due 2009
$35,000,000 Senior Notes of utility holding company
$30,000,000 Senior Secured Notes special purpose vehicle to finance tax credit investments in low income housing tax credits
$40,000,000 Senior Secured Notes of domestic broker-dealer holding company
$10,000,000 Preferred Stock and Warrants of domestic issuer
US$55,000,000 Senior Guarantied Notes of U.K. issuer with foreign guarantors
US$170,000,000 Senior Guarantied Notes of U.K. issuer with foreign guarantors
US$60,000,000 Senior Guaranteed Notes of U.K. issuer/parent with foreign guarantors
$50,000,000 Senior Secured Notes, Due 2018, 2023 and 2028 of domestic cooperative
$20,000,000 Senior Subordinated Notes with Warrants mezzanine financing for domestic issuer
$15,000,000 Senior Subordinated Notes with Warrants and Common Stock of domestic issuer-mezzanine financing
$38,250,000 Credit Tenant Loan Securitization -5 Industrial and Office Building Sites
$14,573,016 Credit Tenant Loan Securitization - 1 Office Building Site, Lease Guaranty from Bermuda entity
$24,118,977 Credit Tenant Loan Securitization - 1 Office Building Site, Lease Guaranty from Bermuda entity
$54,561,987 Credit Tenant Loan Securitization - 12 Retail Sites
$107,000,000 Credit Tenant Loan Securitization - 2 Office Building Sites, Tenant is Municipality
$20,921,641 Credit Tenant Loan Securitization - 1 Industrial Site, Lease Guaranty from French entity
$14,916,951 Credit Tenant Loan Securitization - 1 Retail Site, Lease Guaranty from UK entity
$161,500,000 Senior Notes and $37,500,000 Subordinated Notes in Credit Tenant Loan Securitization - 14 Hospitality Sites
$44,965,165 Credit Tenant Loan Securitization - 16 Properties
$79,229,989 Credit Tenant Loan Securitization – 28 Properties
$75,000,000 Credit Tenant Loan Securitization –18 Properties
$178,715,863 Credit Tenant Loan Securitization – 59 Properties
$135,192,086 Credit Tenant Loan Securitization – 41 Properties
$18,180,606 Credit Tenant Loan Securitization – 8 Properties
$15,000,000 Credit Tenant Loan Securitization – 1 Office Site
$10,284,024 Credit Tenant Loan – 1 Property
$64,190,065 Credit Tenant Loan Securitization - 1 Office Building Site Special structure counsel for paydown/payup structure in credit tenant loan securitization
$20,658,043 Credit Tenant Loan Securitization - 22 Properties
Special internal counsel on 40 site Credit Tenant Loan Securitization
$7,000,000 Credit Tenant Loan – 1 Property
$7,500,000 Credit Tenant Loan – 1 Property
$76,142,721 Credit Tenant Loan Securitization – 31 Properties
Special Illinois, Florida, California and Massachusetts real estate counsel for various credit tenant loan transactions
$110,846,852 Credit Tenant Loan Securitization – 1 Office Building Site
$77,274,207 Credit Tenant Loan – 1 Office Building Site
Special counsel for various Property and beneficial ownership transfers relating to securitized credit tenant loan transactions-approximately 125 transfers
$28,926,757 Credit Tenant Loan Securitization – 2 Office Building Sites, Tenant is a municipality
$20,000,000 Credit Tenant Loan Securitization – 1 Property
$11,726,679 Credit Tenant Loan Securitization – 1 Industrial Site

PRIVATE PLACEMENT CLIENTS

AEGON USA	Advantus Capital Management
Advantus Life Insurance Company	Aetna Life & Casualty
Aetna Services, Inc.	AgStar Financial Services, PCA
Aid Association for Lutherans	Alexander Hamilton Life Insurance Company of America
Alliance Capital	Allied Corporate Finance Group Incorporated
Allstate Life Insurance Company	AMCO Insurance Company
American Express Financial Advisors, Inc.	American Express Financial Corporation
American Family Corporation	American General Annuity Insurance Company
American General Corporation	American General Life Insurance Company
American United Life Insurance Company	Ameritas Investment Advisors, Inc.
AmerUs Life Insurance Company	Berkshire Life Insurance Company
Boylston Capital Advisors	Business Mens Assurance Company
C.M. Life Insurance Company	Canada Life Assurance Company
Capital Holding Corp.	Capital Research and Management
Carillon Advisors	Central Life Assurance Company
CIGNA Corporation	CIGNA Investment Management
Connecticut Mutual Life Insurance Company	Country Investors Life Assurance Company
Country Life Insurance Company	Equitable Life Assurance Society of the United States
Farm Bureau Life Insurance Company	Farm Bureau Life Insurance Company of Michigan
Farm Bureau of Iowa	Farm Credit Services of America, PCA
Farm Credit Services Commercial Finance Group	FB Annuity Company
Federated Mutual Insurance Company	First Allmerica Financial Life Insurance Company
Forethought Life Insurance Company	Fort Dearborn Life Insurance Company
Franklin Life Insurance Company	General American Life Insurance Company
Great Western Insurance Company	Great-West Life & Annuity Insurance Company
Guarantee Mutual Life Insurance Company	Guarantee Reserve Life Insurance Company
Guardian Life Insurance Company	Hartford Financial Services Group
Hartford Life Insurance Company	IDS Life Insurance Company
Indianapolis Life Insurance Company	ING North America Investment
J P Morgan Investment Management Inc. Securities Administration	Jackson National Life Insurance Company
Jefferson Pilot Life Insurance Company	John Alden Asset Management
John Hancock Life Insurance Company	John Hancock Variable Life Insurance Company
Kemper Financial Services	Keyport Life Insurance Company
Knights of Columbus	Liberty Capital Advisors
Life Insurance Company of Virginia	Lincoln National Corporation
Lincoln National Investment Management Company	Lincoln National Life Insurance Company
London Life Insurance Company	Lutheran Brotherhood
Massachusetts Mutual Life Insurance Company	Metropolitan Life Insurance Company
MIMLIC Asset Management Company	Minnesota Mutual Life Insurance Company
MML Bay State Life Insurance Company	Modern Woodmen of America
Morgan Guaranty Trust Company of New York	MONY Capital
Morgan Investment Management, Inc.	Mutual of Omaha Insurance Company
Mutual Trust Life Insurance Company	National Travelers Life Company
Nationwide Indemnity Company	Nationwide Life and Annuity Insurance Company
Nationwide Life Insurance Company	New England Mutual Life Insurance Company
New York Life Insurance and Annuity Corporation	New York Life Insurance Company
North West Life Assurance Company of Canada	Northern Life Insurance Company
Ohio Casualty Corporation	Ohio National Life Insurance Company
Pacific Life Insurance Company	Pan American Life Insurance Company
Penn Mutual Life Insurance Company	Phoenix Mutual Life Insurance Company
Pioneer Mutual Life Insurance Company	PPM America, Inc.
Principal Financial Group	Principal Mutual Life Insurance Company
Provident Life & Accident Insurance Company	Provident Mutual Life Insurance Company
Providian Corporation	The Prudential Assurance Company Limited
Prudential Capital Group	Prudential Life Insurance Company
Prudential Securities	Reliastar Life Insurance Company
Safeco Corporation	Security Mutual Life Insurance Company
Security Mutual Life Insurance Company of New York	Southern Farm Bureau Life Insurance Company
State of Wisconsin Investment Board	Statesmen Investment Advisors
Stein Roe & Farnham	Sun America Insurance Company
Sun Life Assurance Company of Canada	Sun Life Assurance Company of Canada (U.S.)
Sun Life of Canada	Teachers Insurance and Annuity Association of America
The Canada Life Assurance Company	The Catholic Aid Association
The Great West Life Insurance Company	The Mutual Life Assurance Company of Canada
The Mutual Group	The Mutual Life Insurance Company of New York
The Northwestern Mutual Life Insurance Company	The Ohio Casualty Insurance Company
The Old Line Life Assurance Company of America	The Reliable Life Insurance Company
The Travelers Insurance Company	The Variable Annuity Life Insurance Company
UNUM Life Insurance Company of America	Washington Square Capital Advisors
Woodmen Accident and Life Company	Woodmen of the World Life Insurance
Zurich Kemper Investment

View the Private Placements Short Description

Contacts

Michael L. Boykins
+1 312 984 7599
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Insurance Client Services

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