Finance

We represent lenders, borrowers, and private equity investors in the financing transactions necessary to acquire, expand, or restructure businesses, and transform ideas into reality.

Our Chambers-ranked lawyers advise lenders and borrowers across the spectrum of capital markets in single-lender and syndicated structures, structured loans, asset-based loans, tax-exempt financings, health care financings, and other commercial financing arrangements. We regularly negotiate and document co-lender and intercreditor arrangements in both multitranche and unitranche structures.

Our extensive experience representing lenders also provides us with practical insight into the representation of a wide range of publicly and privately owned borrower clients in commercial lending transactions and other financing vehicles used by businesses to access capital.

Commercial Finance | Leasing | Real Estate Finance | Public Finance | Banking and Financial Services | Bankruptcy, Reorganization and Capital Recovery | Private Equity

The firm’s Distressed Real Estate practice draws on talent and experience from both transactional and litigation practices to create a multidisciplinary, results-focused team that works closely with lenders, servicers, investors, developers, owners, trustees, and receivers to design and implement the best approaches to resolving troubled real estate investments and related disputes. The team also advises on opportunistic investing, rescue capital transactions, distressed loan purchases, and bankruptcy matters.

As COVID-19 upends the global economy, members of our distressed real estate practice are assisting clients with loan restructuring and workouts, loan sales, receivership sales, foreclosures and other enforcement matters, bankruptcies and reorganizations, liquidations, asset distribution, and intercreditor matters. Our attorneys advise clients on a variety of distressed projects, including shopping centers and retail malls, office complexes, hotels, resorts, casinos, industrial properties, senior housing and retirement communities, nursing homes, master-planned and mixed-use developments, and condominiums.

Real Estate Development and Transactions | Real Estate Finance | Real Estate and Construction Litigation

We are a powerful ally in the development, acquisition, and financing of energy assets, particularly those involving power and renewable energy. We represent lenders in the financing of renewable energy projects and advise many of the country's largest independent power developers and utilities in their project debt arrangements. We also counsel most of the major national underwriters of capital markets offerings for energy project finance.

Our energy and project finance lawyers structure joint ventures that combine investment and operating roles among developers, investor-owned utilities, cooperatives, municipal power entities, and equity funds. We also have significant experience with energy-related P3 arrangements and the privatization of public utilities. We handle financing for microgrid projects as well as for M&A transactions involving energy assets, including portfolios. We regularly advise developers, purchasers, and others with respect to power purchase agreements, including corporate PPAs for renewable generation facilities.

Energy | Energy Performance Contracting | Environment and Natural Resources | Public Finance

With more than 60 attorneys, our Housing practice is one of the largest and most highly regarded in the United States. We have been involved in the financing of virtually every type of housing and community development project—from mixed-income and mixed-use developments to government-assisted and military housing to student and senior living facilities.

Our housing lawyers have represented more than 75 housing authorities, closed hundreds of bond transactions as credit enhancer, bond, and underwriter's counsel, and been involved in thousands of tax credit transactions. We routinely represent borrowers and the most active lenders under all of the market rate and affordable multifamily and seniors programs of Freddie Mac, Fannie Mae, and HUD.

We collaborate with our colleagues in the firm’s Housing Development team on matters involving construction development and regulatory compliance. Our experience in banking, securities, zoning, environmental law and green building, litigation, and bankruptcy complements our Housing Finance practice.

Housing | Housing Bonds | Real Estate | Tax Credits | Energy Performance Contracting and Public Housing Authorities | Public Finance

We take an integrated approach to project finance, counseling clients on the regulatory issues, financing options, transactional considerations, and litigation avoidance strategies necessary when embarking on a capital-heavy project. The Finance team works with colleagues versed in key areas, such as tax, construction and development, environmental regulation, labor and employment, corporate law, and government relations.

Our project finance lawyers represent investors, sponsors, and lenders, including commercial banks, DFIs, MLAs, and private equity companies. We also do a heavy volume of project finance work on behalf of independent power producers, federal and state governments and government-sponsored enterprises, manufacturing companies, and developers.

In addition to traditional project finance, we are leaders in P3 financing for energy, housing, transportation, and infrastructure projects. Our depth of experience representing both lenders and borrowers in project finance gives us the ability to understand and address the specific needs of the people on the other side of the negotiating table. Deals are more forward-thinking, collaborative, and complete.

Project Finance | Public Finance | Real Estate Finance | Real Estate | Construction Litigation | Tax | Environment and Natural Resources | Government Relations | Commercial Finance | Business and Transactions

Ballard Spahr has participated in the issuance of more than $1 trillion of tax-exempt obligations in all states, the District of Columbia, and American territories. We are one of the top bond and underwriters' counsel firms in the United States by dollar volume, and U.S. News & World Report ranks our Public Finance practice in the highest tier nationally.

Our public finance lawyers represent clients on every side of the table—borrowers, issuers, underwriters, and trustees—and have been involved in virtually every type of bond transaction. Our work has paved the way for major capital improvement projects involving transportation and infrastructure systems, educational facilities, hospitals and health care centers, utilities, housing developments, sports arenas, and cultural centers.

For more than 60 years, we have been on the forefront of developments in public finance law. Members of the team have served in high-ranking positions at the U.S. Treasury Department and the IRS, and hold leadership roles in the National Association of Bond Lawyers and the American Bar Association tax section.

Public Finance | Project Finance | Tax | Tax Credits | Municipal Recovery | Municipal Securities Regulation and Enforcement

We represent government participants and private sector developers, investors, and lenders in innovative public-private partnership (P3) projects across the country for projects ranging from transportation systems, water and sewer utilities, and energy facilities to military, student, and affordable housing.

Our attorneys understand the financial, legal, and practical considerations involved in the financing, acquisition, development, maintenance, operation, and disposition of publicly owned assets, and we have the experience to anticipate and preempt potential roadblocks.

We have served as counsel to Departments of Transportation for P3 projects in Virginia, Pennsylvania, Georgia, and Colorado; bond counsel in the initiative to replace 550 structurally deficient bridges across Pennsylvania and the development of the Purple Line Light Rail Project; and special counsel to the Federal Railroad Administration on the project to redevelop Denver Union Station.

Our work on behalf of the New York City Housing Authority to structure a nearly $500 million transaction to improve 20,000 public housing units in the city—one of the largest P3 tax credit bond deals in U.S. history— earned us Dealmaker of the Year honors from The American Lawyer.

P3/Infrastructure | Commercial Finance | Energy | Project Finance | Environment and Natural Resources | Government Relations and Public Policy | Real Estate | Housing | Leasing | Municipal Recovery | Public Finance

Our Real Estate Finance Group is one of the most active in the country and is home to many attorneys who are ranked among the nation’s best. With more than 85 lawyers, we are leaders in the structuring, negotiation, and closing of complex, high-profile real estate debt and equity transactions. Our attorneys bring decades of experience and tactical ability in a wide variety of deal structures, project types, and market conditions.

We represent market participants across the real estate ecosystem—from commercial and investment banks, mezzanine and bridge lenders, insurance companies, and pension funds to private equity firms and fund sponsors, as well as developers and investors seeking capital. We also advise companies focused on loan origination, servicing, and syndication.

Our active relationships with key industry participants help to identify opportunities and trends and to facilitate transactions.

Real Estate Finance | Distressed Real Estate | Commercial Loan Servicing | Private Equity Real Estate | Insurance Company and Institutional Investments | CMBS Loan Origination | New York Real Estate Finance | Western Real Estate Finance | Real Estate | REITs | Tax

Our Business and Transactions attorneys work with clients of all sizes and stages of maturity to negotiate, structure, and complete transactions that improve competitive position, add value, and sustain growth. We provide practical advice to businesses on the best legal framework for operations, investments, regulatory compliance, and special initiatives.

From entity formation, capital raising, and public offerings to mergers, acquisitions, and other liquidity events, our business and finance legal work spans business life cycles and industries. Our industry perspective, knowledge of regulatory regimes and agencies, and legal skills enable our attorneys to identify and address issues before they become obstacles.

On the compliance side, we advise on securities and corporate governance, tax, privacy and data security, accessibility, diversity and inclusion counseling, and employee benefits and executive compensation. Our Consumer Financial Services Group is one of the largest and most highly regarded in the country and is a leader in product development, regulatory guidance, and litigation specific to that industry. Our Private Client Services Group advises high-net worth individuals and trusts on a variety of sophisticated tax, gift, and estate planning matters.

Business and Transactions | Emerging Growth and Venture Capital | Securities and Capital Markets | Employee Benefits and Executive Compensation | Tax | Investment Management | Mergers and Acquisitions | Private Equity | Consumer Financial Services | Blockchain Technology and Cryptocurrency | Fintech | Government Relations and Public Policy

Bankruptcy can be a tool for restructuring debt, reorganizing to meet new business challenges, and maximizing the value of assets. Our bankruptcy and restructuring team has the skills and experience to guide the process—and to know when another solution might be more suitable.

Our experience ranges from corporate restructurings, including Chapter 11 debtor and creditor matters; Chapter 9 municipal insolvencies, including major representations in Detroit and San Bernardino; and distressed real estate and M&A matters. We advise on all facets of financial distress, including restructurings, workouts, the refinancing of debt, creditor-debtor litigation, distressed asset acquisitions and dispositions, recapitalizations, reorganizations, and liquidations, both in and outside of formal proceedings.

Because many of the issues involved in corporate restructuring require industry-specific skills, we often call upon colleagues skilled in public finance, real estate, health care, energy and utilities, housing, higher education, retail, and government. U.S. News and World Report has ranked us in the highest tier nationally for Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law.

Bankruptcy, Reorganization and Capital Recovery | Distressed Real Estate | Municipal Recovery | Tax | Housing | Litigation | Public Finance | Health Care | Real Estate | Energy | Project Finance | Housing | Education | Government Relations | Retail | Manufacturing

We provide strategic counsel to entrepreneurs and early-stage businesses across multiple industry sectors. Our attorneys—who have handled hundreds of financing rounds ranging from less than $1 million to more than $100 million—bring the acumen and experience to help fledgling enterprises get established, build a workforce, connect to funding sources and strategic partners, protect their assets, and grow into market leaders. We regularly represent our emerging growth clients throughout their lifecycle, from formation through a successful exit.

Emerging company clients benefit from our vast network of relationships with venture capital and private equity firms, angel investors, investment funds and banks, and public companies that invest in start-ups. We even have an incubator program—Project SING—that provides pro bono legal counsel to innovative start-ups.

On the investor side, we represent venture capital funds and other investors seeking opportunities. We advise on financing and exit transactions, from assessment, structuring, and due diligence through closing and post-closing matters.

Business and Transactions | Emerging Growth and Venture Capital | Securities and Capital Markets | Life Sciences and Technology | Intellectual Property | Mergers and Acquisitions

With more than 250 attorneys in 15 offices nationwide, our multipractice Litigation Department is the firm's largest. It draws from a deep bench of skilled and experienced litigators who represent clients on both the defense and plaintiffs' side in a wide range of civil, criminal, and administrative matters before state and federal trial and appellate courts, arbitration panels, and administrative agencies.

The areas of law handled by our litigators include antitrust; bankruptcy; class actions and commercial litigation; consumer financial services; environment; government relations; insurance; intellectual property; labor and employment; media and entertainment; privacy and data security; professional liability; product liability; real estate and construction; white collar defense; and securities enforcement and corporate governance. Our litigators have achieved a significant number of victories through dispositive motions, trial, and on appeal. We also are fully versed in all alternative dispute resolution methods; work with our clients to craft advantageous settlements to minimize litigation risk and expense; and provide counsel on litigation avoidance strategy.

We use state-of-the-art case management support and technology resources to hold the line on the expense of e-discovery and data management. Our litigators consult with clients every step of the way during a lawsuit, always mindful of the underlying business implications and litigation risks. Our overriding objective in every case is to secure a prompt and favorable outcome that meets the needs of our clients and minimizes the burden, inconvenience, and expense of litigation.

Real Estate and Construction Litigation | Litigation

We provide in-depth, sophisticated deal coverage, from initial structuring through due diligence and documentation to closing and post-closing integration. The Legal 500 has ranked us a leading firm for middle-market M&A deals.

Our M&A lawyers represent buyers and sellers—whether they are small, privately held companies, multinational public companies, private equity funds or independent sponsors—across a wide variety of industries in transactions that span the lower-middle and middle markets to multibillion-dollar acquisitions and divestitures. Our Banking and Financial Institutions M&A team and our Health Care M&A team are nationally recognized, giving us particular strength in advising clients in those industry sectors.

In addition, we have subject matter expertise in all areas critical to successfully closing a deal and minimizing related risks, including tax, finance, intellectual property, antitrust, employment, employee benefits, real estate, environmental, and data privacy.

Business and Transactions | Commercial Finance | Investment Management | Private Equity | Emerging Growth and Venture Capital | Life Sciences and Technology | Securities and Capital Markets | Intellectual Property | Tax | Real Estate Finance | Retail | Securities Enforcement and Corporate Governance Litigation | Banking and Financial Services

We work with a wide range of clients in the residential and commercial mortgage banking industries. Our mortgage banking attorneys are at the forefront of rapidly changing federal and state regulatory developments and have formidable skill and depth in litigation, enforcement actions, and transactions.

Our clients range from innovative start-ups to Fortune 500 corporations—financial institutions; mortgage lenders, brokers, and servicers; secondary market investors; insurance companies; investment bankers; settlement-service providers; auction platforms; and homebuilders.

Those clients call on us to oversee transactional matters such as mergers and acquisitions, liquidations of distressed assets, purchases and sales of mortgage loans, servicing rights and other assets, formation of joint ventures and strategic alliances, and the establishment of warehousing and other credit facilities.

We assist clients in acquiring and maintaining a wide range of state license or other approvals, including licenses necessary to finance, broker, and service mortgages, engage in consumer credit finance activities, and broker various types of insurance. Our work includes identifying and obtaining licenses and approvals related to stock and asset acquisitions, and change of control situations. In addition, we work with clients to secure approvals from federal agencies, including Ginnie Mae, FHA, and VA, and the GSEs.

Business and Transactions | Mortgage Banking | Consumer Financial Services | Qualified Opportunity Zones | Tax | Real Estate Finance | Banking and Financial Services

We represent financial sponsors, portfolio companies, fund investors, and lenders throughout the life cycle of their private equity transactions. The team is nationally known for its work on middle-market buyouts, expansion capital deals, and company representations across industries.

Our experience representing funds as both buyers and sellers enables us to see transactions from all sides and create tax-efficient structures that align the risk and reward to the goals of each side. In addition, we have experience handling private equity and venture capital investments in infrastructure, energy, and real estate, including opportunity zone fund assets.

Our Private Equity Real Estate team advises on commercial real estate investing and lending transactions—from acquisitions and dispositions to joint ventures, distressed asset investing, and portfolio analysis. We also advise private equity clients on tax and REIT-related matters, fund formation, and fund or project-level financing transactions.

Business and Transactions | Commercial Finance | Investment Management | Private Equity | Real Estate Private Equity | Emerging Growth and Venture Capital | Securities and Capital Markets | Intellectual Property | Real Estate | Qualified Opportunity Zones | Tax | REITs | Manufacturing | Life Sciences and Technology | Real Estate Finance | Securities Enforcement and Corporate Governance Litigation | Banking and Financial Services

The attorneys in our Tax Group assist clients in minimizing their federal, state, and local tax burden and maximizing tax credits, deductions, and exemptions. We help clients plan to avoid tax controversies. Should a controversy arise, we advise on matters ranging from routine audits to criminal tax matters.

We advise on interest rate swaps, taxable and tax-exempt derivatives, contingent payment instruments, and stripped debt obligations. We counsel specialized entities, such as regulated investment companies, REITs, hedge funds, private equity funds, financial services organizations, and others engaged in the management of investments.

Our tax attorneys also analyze and structure real estate development and investment vehicles and work regularly with real estate financings and workout transactions. Our experience includes structuring LIHTC transactions, Historic Tax Credits, and New Markets Tax Credits.

Business and Transactions | Tax | Qualified Opportunity Zones | Exempt Organizations | Real Estate Tax

The Qualified Opportunity Zone program provides tax benefits to investors to spur economic development in more than 8,000 locations across the country and U.S. territories. Our team is at the forefront of advising clients how to maximize the benefits of this powerful new incentive program.

Our cross-disciplinary team advises clients on planning and executing investments in businesses and properties located in Qualified Opportunity Zones and on the organization of the Qualified Opportunity Funds. We provide strategic legal analysis of how the complex—and still evolving—rules and regulations apply to specific investments and investor objectives.

Qualified Opportunity Zones

Ballard Spahr is a recognized leader in real estate—serving clients in every segment of the industry. With across-the-board strength, regional market knowledge, and a strong national platform, we can assist from zoning and land use through acquisition, development and lease-up.

Clients nationwide call on us to assist them in acquiring, developing, financing and disposing of their real estate across all asset classes. With a client-first philosophy and an unsurpassed level of skill and sophistication, we provide effective solutions to seemingly intractable challenges. These efforts have led Chambers USA to award our real estate practice and many of our lawyers a national ranking for excellence.

With more than 120 attorneys nationwide who focus on real estate matters, we have the depth and breadth of experience to take a holistic approach to the needs of our clients and provide real-world advice throughout the real estate cycle. We have been a mainstay in the industry for years and we have gained the perspective needed to counsel clients in a wide variety of market conditions.

Accessibility | Construction | Distressed Real Estate | Eminent Domain | Housing | Leasing | Mixed-Use Development and Condominiums | Real Estate Development and Transactions | Real Estate Finance | Resort, Hospitality, and Timeshare | Real Estate Tax | Zoning and Land Use