FINANCE GROUP

We are the Seyfarth Shaw group in Atlanta whose work is devoted to helping clients raise or provide capital for projects and businesses.

The Finance Group works with capital sources, members of the financial and real estate industries, and ultimate users and producers, such as large and small companies that occupy facilities, develop, produce or distribute products or services, and acquire or joint venture with other companies.  Many of these transactions are cross-border.  The Group also helps public bodies with their projects and their facilities and infrastructure needs. We assist private companies and public bodies with development and re-development projects, including tax increment (tax allocation district) financing, special assessment bonds, other financings with a public subsidy component, and enterprise zones. The Finance Group has an active practice involving federally tax-exempt bonds used to finance activities and facilities for “non-profits” that are federally recognized as tax-exempt “501(c)(3) organizations”; such bonds might in a particular case be available to finance facilities for religious organizations and their affiliates, hospitals, clinics, nursing homes, adult congregate living facilities, affordable housing, etc.

Members of the Finance Group are well known for our leadership roles in the American College of Bond Counsel, the National Association of Bond Lawyers, and the Georgia Economic Developers Association. Group lawyers are listed in the “Red Book” directory of nationally recognized bond counsel firms. They are active in such real estate industry associations as CoreNet.  Our lawyers are also frequent speakers and writers, including work for the American Bar Association, Institute of Continuing Legal Education in Georgia, NABL bond panels, the International Economic Development Council, the Carl Vinson Institute of Government at the University of Georgia, and various other colleges and universities.

Finance Group members are also active in the field of mergers and acquisitions, and equity finance. We participate in the work of the American Bar Association’s Negotiated Acquisitions Committee, which has published a series of model documents and commentaries for acquisitions and joint ventures. We also participate in the Association for Corporate Growth, which is the professional association for the mergers & acquisitions and private equity industries.

Here are some examples of how clients use our legal services-

• We financed a $5 million warehouse for an internationally known fashion company using “taxable floaters”.  Derivative (swaps) were used to fix the interest rate on these variable rate demand bonds.

• We were project counsel and bond counsel for a $40 million distribution center for one of the nation’s largest consumer electronics retailers that involved taxable bond financing, implementation of “freeport” (inventory tax abatement), and a multiyear, multimillion dollar road improvement program.

• We combined “bonds for title” and synthetic leases to finance and provide incentives for an $80 million mixed use development.

• We handled a $6 million project that provided a consumer products manufacturing facility for the world’s oldest corporation, including acquisition, development, construction and incentives.

• We also handled a $50 million project for the world’s largest contract-electronics manufacturer, that involved acquiring, expanding and lease-financing a manufacturing campus.

• When the nation’s largest privately owned company needed new refrigerated warehouses in several states, we handled the acquisition, construction, and financing aspects, using bondable leases for the financings, which aggregated over $60 million.

• The Finance Group represented an owner in obtaining conduit financing for data centers totaling over $200 million and involving senior loans, senior mezzanine loans, and junior mezzanine loans.

• We closed one of Georgia’s largest private sector transactions, for financing and incentives for buildings and equipment for an internationally ranked financial services institution.  The total for all series amounted to $500 million, funded through a combination of syndicated bank loans, leveraged equipment leasing and institutional private placements.

• For a company headquartered in Georgia, we structured and documented one of the State’s largest automotive industry expansions.  Incentives for the project included grants amounting to $27 million, as well as a property tax abatement program and other important local incentives.

• We handled a $75 million equipment financing for a large Georgia-headquartered Internet service provider, using our “taxable” bonds product to also obtain a property tax abatement program on a phase-in basis.

• Our “affordable lower floater” program allowed a lumber company to finance a small ($1.8 million) expansion at the lowest possible interest rate using variable rate demand bonds. With our program, the company was able to use a letter of credit from its local bank to obtain a “wrap L/C” from a larger bank. Alternatively, our FHLB program allows community banks to provide a direct pay letter of credit that is just as acceptable in the “taxable floater” bond markets as a letter of credit from an investment grade bank.

• We put together a public/private partnership to develop and finance a new $5 million facility for a private university that was expanding in Georgia.  The financing involved tax-exempt bonds for nonprofits qualified as 501(c)(3) organizations.

• We were recently project counsel for a $3 million single investor tax-exempt lease of a city police station.

• We took advantage of  new public works construction law to help a public authority “fast track" a $9 million design/build infrastructure project using competitive proposals (instead of bidding).

• We used an innovative groundlease structure to provide land, site improvements, infrastructure and other incentives for a large foreign automotive supplier’s new $100 million plant.

• We financed a $3 million solid waste disposal facility for a machinery and equipment manufacturer, using variable rate demand bonds in a unique structure without a letter of credit, drawing on the investment grade credit of the company.

• We structured $6 million in tax-exempt financing of land, building and equipment for a strip steel manufacturer through a private placement with a non-bank lender, so that the manufacturer could retain bank financing capacity.

• Our “Cinderella” bonds product allowed a lighting manufacturer to convert $9 million in taxable industrial development revenue bonds, issued to finance a new plant at a time when tax rules could not be satisfied, to tax-exempt bonds, once compliance was possible.

• Members of the Finance Group recently closed a $4 million corporate finance transaction for a mini-warehouse developer.

• We have handled finance and incentives matters for a number of independent or merchant power plants, as well as for alternative energy plants. These projects typically involve investment ranging from tens of millions, to hundreds of millions, of dollars.

• Our equity finance techniques obtained $8 million in financing for an entrepreneurial entrant into the wireless communications industry.

• We closed an acquisition in the food industry which we financed through raising $15 million in acquisition financing structured as equity, senior subordinated debt and asset-based loans.

• We also assisted a logistics company obtain growth capital through structuring and closing $10 million in asset-based financing.

• Examples of assets we have financed off-balance sheet include a bank branch, an appliance manufacturing plant, the machinery and equipment for a tire manufacturing plant, and a financial transactions processing facility. These financings involved synthetic leases or operating leases and/or tax-exempt bonds or “taxable” bonds.

• In a recent transaction, we handled a refunding financing that provided additional funding for a college’s dormitories and performing arts facility through tax-exempt “qualified 501(c)(3) bonds”.