We serve financial institutions that provide corporate trust services across a spectrum of asset classes and roles, in both the primary and secondary markets. Their needs are numerous and varied throughout the transaction lifecycle, from initial transaction documentation to post-closing administration, regulatory compliance, risk and control, investor inquiries, litigation, events of default, workout and restructuring, termination, successorships, investigations, and insolvency. Ballard Spahr has the experience and multidisciplinary bench strength required to fully partner with financial institutions and thoughtfully, strategically, and holistically manage these undertakings at each step along the way.
We provide corporate trust and agency legal services in, public finance, project finance, corporate debt, syndicated lending, structured finance (such as energy prepay transactions), custodial arrangements, tax-exempt tender option bond (TOB) programs, taxable and tax-exempt secondary market leverage structures, and [CMBS and RMBS ]securitizations and other capital markets transactions. Our clients serve in varied roles, including in the primary market: indenture trustee, collateral agent, depositary, master servicer, paying agent, loan agent, escrow agent, and securities depository/administrator/intermediary; and in the secondary market, custodian and indenture/agreement/trustee. We are familiar with the documentation standards and policies for all of the major corporate trustees, and we render enforceability opinions with respect to trust documents under the laws of NY, Delaware, California and various other states. Our corporate trust litigators have extensive experience litigating cases in state and federal courts across the country, and they frequently draft and litigate Trust Instruction Petitions under the Minnesota Trust Code to obtain court-ordered direction, liability protection, and finality for all parties involved.
Project finance. In project finance matters, we serve as counsel to corporate trust clients in their roles as collateral agent, depositary and provider of other traditional banking services, often in cases where the lenders are not financial institutions.
Structured finance. A particular area of specialty at Ballard Spahr is tax-exempt energy prepay transactions. Our lawyers have been involved in most of the transactions that have closed since the early 2000’s, serving as tax counsel, counsel to prepay suppliers, trustees and custodians, liquidity providers, swap counterparties and providers of guaranteed investment contracts. In these roles, we have worked with all of the major prepay suppliers and underwriters and most of the prepay bond issuers and their financial advisors and Bond Counsel. We have been involved in new prepay originations, a refunding, remarketings at the end of an initial interest rate period, early terminations and restructures.
Secondary market structures. In secondary market transactions, we serve as counsel to the trustee in leverage structures such as tax-exempt and taxable tender option bond (TOB) programs as well as counsel to the custodian in custodial arrangements for secondary market credit enhancement, or for the creation of DTC custodial receipts, such as may be needed to create DTC reference assets for total return swaps.
Successor Trustee. represent successor trustees, custodians and securities depositaries in both the primary and secondary markets, including the transfers of portfolios of income-producing assets. The scope of our role typically includes assisting with the preparation of migration/succession/amendment documents, coordinating the transfers of the underlying assets (including reviewing and addressing the requirements for transfers and exchanges of the underlying debt instruments under their governing documents), and reviewing and updating legacy trust/custodial documents for compliance with the successor trustee/custodian’s current documentation requirements and guidelines.
We are currently representing the trustee in a tax infrastructure financing (TIF) special assessment insolvency and foreclosure proceeding relating to the Pittsburgh Mills Mall. Although the property owners received a reduction in real estate tax assessments because of a reduction in the value of the property, the property owners are still liable for a special tax assessment needed to pay debt service on the bonds, which is in default.
Trust instruction proceedings (TIPs)