Capital Markets: Debt Investment and Trading

Increased access to international capital markets financing has led to the outgrowth of a broad range of market participants who invest in corporate loans, bonds, and other debt and synthetic debt securities, including mutual funds, hedge funds, private equity funds, managed corporate and pension investment accounts, and structured funds, such as onshore and offshore special purpose investment vehicles and levered and unlevered synthetic funds. With this increased level of structuring complexity for market participants desiring to invest in these debt products, as well as increased investor and market scrutiny resulting from liquidity and valuation concerns, utilizing a diversified legal team with significant broad-based capital markets experience has become critical.

The Winston & Strawn team possesses substantial experience combined with sophisticated capabilities, a robust level of industry and market knowledge, and a multi-disciplinary approach that has led a significant number of industry leaders to choose Winston & Strawn. The breadth and depth of our technical knowledge and market presence is demonstrated by the range of clients we represent and matters we have handled.

Winston & Strawn remains dedicated to both quality and service, and to its role as a leader in the capital markets.

Experience and Capabilities

Winston & Strawn advises clients in the acquisition, structuring, formation, diligence, integration, and ongoing portfolio support of all types of managed debt investment structures.

Our experience spans the complete spectrum of activities and includes warehousing, issuance and post-issuance, as well as ongoing strategic legal services for fund managers, and a focused investment review solution delivered through discrete, secure client connectivity platforms. Our capabilities are described more fully below.

Investment Management

Winston's practice is focused on buy-side investor and manager representation, tapping into its industry-leading experience in the liquid senior loan asset class and fund management business to widen its ability to service buy-side investor and manager needs.

In this way, Winston distinguishes itself from virtually all other firms, which approach manager representation from a sell-side lending or limited securitization or issuer perspective.

Portfolio Compliance, Investment Review, and Support

In addition to providing front-end structuring and fund formation services to buy-side clients, Winston has established portfolio compliance and support programs to assist clients in their ongoing investment and compliance activities.

Winston regularly undertakes legal investment reviews in a broad range of transactions.  Our team has created review programs targeted specifically to particular indenture, prospectus, rating agency, tax, and investor-mandated requirements, and has developed proprietary templates to standardize and facilitate this process. 

Because Winston's team reviews numerous transactions for clients, we have the opportunity to represent more than one manager or lender in a particular transaction.  This creates efficiencies and cost advantages in the review process that enable the team to better represent the buy-side market participants in a primary syndication.

An added value of utilizing the Winston legal team is our ability to develop private, secure Internet sites, or extranets, for our clients. These extranets, which are hosted by Winston & Strawn, are customized to meet a client's specific needs. The team has established extranets for most of our investment management clients through which the investment review programs are tracked, legal review and fund documents are shared, and market issues are communicated. These extranets have helped Winston to become an industry leader in providing efficient, cost-effective review service to investment management clients.

Secondary Trading

Winston has an extensive practice representing our clients in the purchase and sale of distressed and par investments, including bank loans, trade claims, and other financial arrangements, as well as aggregate portfolio transfers. We have worked with clients in all aspects of their par/near par and distressed asset trading businesses, including pre- and post-trade date analysis; bankruptcy analysis; real-time advice to trading specialists; preparation and/or analysis of trade confirmations; preparation and review of par and distressed participation agreements; tax analysis; maintenance of records for all closed trades; and representation of buyers and sellers in loan auctions and bulk loan purchase transactions.

Distressed Debt

Bringing together sophisticated business advisory skills with extensive experience involving distressed debt transactions, Winston & Strawn's restructuring and insolvency, financial services, and corporate lending practices form an integrated, full-service team that seamlessly navigates clients through the complexities of distressed debt situations.  This team has earned a distinguished reputation by achieving positive results for a wide range of national and international clients, including financially distressed and insolvent bank and non-bank lenders (including multiple buy-side investors with common interests), investors, agents, and managers in public and private debt issuance, restructuring, and collateralization transactions.

Winston & Strawn attorneys regularly draw upon and benefit from one another's efforts and counsel, employing a truly multi-disciplinary approach, to provide outstanding legal advice and service to our clients. We skillfully address the panoply of issues arising in matters involving restructuring assets and liabilities of troubled businesses, protect clients dealing with troubled companies; fund administration; securities law compliance; and structuring, negotiating, and documenting complex debt, securities, and collateralization transactions, including fund formation, distressed (public) debt and securities trading, distressed (private) asset acquisitions, and enforcement actions.

Winston & Strawn is uniquely qualified to address the challenges of today's volatile financial marketplace and, for that reason, is the firm of choice for our clients when it comes to handling their significant distressed debt transactions.