Sophisticated financing capabilities
Cox Smith helps emerging companies and established corporations alike to structure, negotiate and secure the debt and equity financing they need. We understand the issues that are at stake in any financing transaction, and have the sophisticated capabilities to get the deal done for our clients.

• Skills: The Best Lawyers in America has consistently cited us as the leading corporate law firm based in San Antonio, and even more important, many of our lawyers have strong finance and accounting backgrounds
• Experience: We understand the financing needs of clients from many business sectors, ranging from medical devices and communications, to grocery and other retailing, to the oil and gas industry
• Breadth: We handle a full range of financing transactions, including both commercial lending and private and public issues of debt and equity securities. Our lawyers are familiar with the most sophisticated securitization and derivative financing alternatives, and have strong contacts with venture and investment funds as financing sources.

Our primary focus is on documenting commercial debt finance, including traditional bank commercial loans, publicly and privately placed debt offerings and syndicated commercial loans. However, we also advise on transactions including municipal bonds and the securitization of financial assets. And when public or private companies of all sizes look for new financing sources, we help them get the capital market access they need. Our lawyers have handled billions of dollars in debt and equity financing and are typically involved in every phase of capital raising transactions. We also represent underwriters and placement agents in these financings, working frequently with many of the leading Wall Street investment banks.

We have a highly sophisticated middle market and emerging company finance practice with a focus in documenting finance transactions valued at $30 million to $100 million and more. We work with many clients over time, so we know their operations and can counsel them on pitfalls and opportunities in any financing deal. Our lawyers have a clear understanding of how to balance the respective interests of lenders, investors, borrowers and issuers on a wide range of transactions.

In today’s challenging financial market conditions, Cox Smith has also developed a focused, multi-disciplinary group of lawyers to advise on liquidity and credit concerns, and analyze risk in complex financial instruments. Our team represents the firm’s experience in banking, bankruptcy, corporate, securities, tax and litigation as well as finance.

Commercial Finance
Cox Smith knows how to construct commercial finance deals for middle market companies. We quickly grasp the basics of a transaction, develop the most cost-effective structure, and proactively identify problems. Our lawyers get the deal done by working with lenders, issuers, underwriters, credit enhancers and servicers on complex, innovative transactions, as well as routine financings where controlling costs is essential. We help our clients identify the best financing options among term loans, syndicated financings with a group of lenders, letters of credit and various other credit facilities.

We have helped structure combinations of revolving, acquisition and term loan financing, in packages of $50 million to $400 million, for a variety of clients. Other examples illustrate the range of credit transactions that we have brought to conclusion:

• An issue of $215 million high-yield senior notes resold pursuant as a Rule 144A offering, with registration rights and a subsequent exchange offer, for an energy company
• A $65 million revolving line of credit from a syndicate of lenders for a major regional beverage wholesaler
• A $110 million financing package for a major regional independent grocery chain that included senior revolving and term credit facilities, privately placed senior secured notes, and subordinated debt to existing stockholders secured by a trust indenture.

Securities Transactions
We represent issuers and investors in connection with public and private offerings of securities. That includes handling IPOs, primary and secondary offerings; shelf registrations and offerings under Regulation D and Rule 144A of debt, equity and convertible securities.

For any securities offering, we work to achieve accuracy and completeness in all disclosure documents filed with the SEC, whether for registration statements, annual reports and 10-Ks, proxies or insider trading reports. Our lawyers also understand the timing, methodology and requirements of disclosure concerning events that are important and material to financial results, and offer clear guidance through the complexities that govern forward-looking statements, securities analyst briefings and Internet disclosure.

M&A Financing
The financing of merger and acquisition transactions can take a variety of forms, and purchasers rely on our lawyers (who often play a lead role on the transactional team) to help secure and document the financing that’s right for their deal. We help both public and private acquirers secure access to the necessary capital and can negotiate the terms and assist in the documentation of conventional bank debt, mezzanine financing and seller-provided financing. Other financing mechanisms that we facilitate include private placements, public equity and convertible debt or equity issues.

Structured Finance
Securitization of assets remains an important source of capital for our clients, and Cox Smith is fluent in the complex arrangements in which physical or financial assets are securitized in packages of debt securities. These transactions often involve the use of derivatives, swaps and collateralized debt instruments, and our lawyers also negotiate and document the purchase of derivative securities through trust and partnership structures. Typical of our work, we have helped an originator of chattel paper securitize those financial assets, and have negotiated a trust indenture for an issuer of asset-backed debt securities.

Venture Investing
We have represented equity investors and companies raising private capital, and assist with early stage and emerging company capital formation and buyout transactions. We understand what is important to each participant in such transactions and can develop alternate approaches and structures to help achieve the results they want.

Real Estate Finance
We have the financial insight to make real estate development projects become reality, as we bring developers together with investors like real estate investment trusts (REITs) and pension funds, as well as traditional commercial lenders. Our lawyers can evaluate and structure financing alternatives, develop and analyze lease versus ownership advantages, and identify tax and economic incentives. We negotiate and prepare the documents necessary for construction and real property-secured loans, including loans backed by tax-exempt bonds.

Tax-Exempt Finance
Cox Smith finance lawyers handle public finance and bond issuances for healthcare and other not-for-profit entities across Texas. We have the experience to handle the details of such transactions, including matters related to disclosure and arbitrage compliance. Our lawyers combine this legal experience with industry knowledge and professional contacts to serve not-for-profit clients efficiently and effectively.

For example, we have represented a number of regional non-profit healthcare providers in significant municipal bond financings, where a major portion of the proceeds were used to construct new or refurbish existing healthcare facilities. Our firm has also handled fixed and floating rate bond financings that enabled several universities to undertake similar construction projects on their campuses.