On May 12, 2020, the Federal Reserve published an updated Term Sheet and a set of Frequently Asked Questions (“FAQs”) for the Term Asset-Backed Securities Loan Facility (“TALF”). The TALF program, which was first announced on March 23, 2020 and updated on April 9, 2020, will provide a funding backstop for eligible asset-backed securities (“ABS”). The updated Term Sheet and the FAQ provide significant additional details about the terms of the program, including borrower and issuer eligibility, eligible collateral and certain operational details. The Federal Reserve has not yet announced start dates for the TALF program.

This alert discusses key aspects of the updated Term Sheet and the FAQs. For more information on the TALF Program generally, see our previous client alert here. You can view the updated Term Sheet here and the full FAQs here.

Borrower Eligibility

The April 9 Term Sheet required that each of the borrower, the issuer of the ABS and the originator of substantially all of the credit exposures underlying the ABS was required to be a U.S. company. “U.S. company” was defined as an entity organized in the United States and that has significant operations and a majority of its employees based in the United States. The updated Term Sheet and the FAQs provide numerous clarifications about the types of entities that are eligible to participate in the TALF.

The updated Term Sheet defines eligible borrowers to include businesses that (a) are created or organized in the United States or under the laws of the United States, (b) have significant operations in and a majority of their employees based in the United States, and (c) maintain an account relationship with a primary dealer.  The updated Term Sheet does not specify that the ABS issuer must be a U.S. company and requires that the originator of the ABS be U.S.-organized, but does not apply the other requirements for a U.S. company to the originator.

U.S. Company.  For purposes of borrower eligibility, the FAQs clarify that a U.S. subsidiary or U.S. branch or agency of a foreign bank will be considered to be created or organized in the United States or under the laws of the United States. Such entity must also satisfy the other borrower eligibility requirements. Similarly, the updated Term Sheet clarifies that credit exposures underlying eligible collateral may be originated by a U.S. branch or agency of a foreign bank.

Investment Funds.  Neither the previous Term Sheets nor the updated Term Sheet addresses what types of entities can qualify as eligible borrowers.  The FAQs, however, make clear that an investment fund may be an eligible borrower if the fund is organized in the United States and the investment manager is created or organized in the United States and has significant operations in and a majority of its employees based in the United States.  For purposes of TALF, an “investment fund” includes any type of pooled investment vehicle, such as a hedge fund, private equity fund, or mutual fund, and any type of single-investor vehicle.  Eligible investment funds include funds that only invest in TALF-eligible ABS, as well as funds that invest in a mix of TALF-eligible ABS and other assets.

Material Investors.  The FAQs define “Material Investor” as a person who owns, directly or indirectly, 10% or more of any outstanding class of securities of an entity. If a U.S. business or investment fund manager has one or more Material Investors that are foreign governments, it will not be eligible to borrow under TALF.  The FAQs suggest that a borrower must continually monitor its direct and indirect investors to maintain eligibility as long as the TALF loan is outstanding.

Significant Operations in the United States.  The FAQs provide clarity on what it means for a borrower (or investment fund manager) to have significant operations in and a majority of its employees based in the United States.  For a borrower that is not an investment fund, operations and employees are measured on a consolidated basis, including consolidated subsidiaries.  Parent companies or “sister affiliates” are not included.  Accordingly, a U.S. subsidiary with a foreign parent could be an eligible borrower if it otherwise meets the requirements.

For purposes of the TALF program, the FAQs provide a non-exclusive list of examples of what would constitute “significant operations” of a borrower or investment fund manager:

  • greater than 50% of its consolidated assets are located in the U.S.;
  • greater than 50% of its annual consolidated net income is generated in the U.S.;
  • greater than 50% of its annual consolidated net operating revenues are generated in the U.S.; or
  • greater than 50% of its annual consolidated operating expenses (excluding interest expense and any other expenses associated with debt service) are generated in the U.S.

These examples are consistent with those provided in the Federal Reserve’s recent FAQs for the Primary Market Corporate Credit Facility and Secondary Market Corporate Credit Facility programs.

Eligible Collateral

Eligible ABS. The updated Term Sheet and the FAQs provide detail about the requirements for specific types of ABS to qualify as eligible collateral. Those requirements include:

  • Eligible ABS generally must be issued on or after March 23, 2020. Commercial mortgage-backed securities (“CMBS”) must have been issued prior to March 23, 2020. The updated Term Sheet provides that SBA Pool Certificates and Development Company Participation Certificates must have been issued on or after January 1, 2019.
  • Eligible ABS for a particular TALF borrower cannot be backed by loans originated or securitized by the borrower or by an affiliate of the borrower. The FAQs do not provide guidance on how the Federal Reserve will interpret “origination” for this purpose, but it is possible that standards developed for ABS offerings, including definitions applicable to credit risk retention, would apply.
  • The FAQs generally prohibit a TALF borrower or its affiliates from also being a borrower on a loan underlying the ABS being provided as collateral for a TALF loan, if those loans to the borrower and its affiliates exceed specified percentages of the eligible ABS asset pool.
  • Collateralized loan obligation (“CLOs”) must be static. The FAQs provide additional guidance about activities within a static pool that would and would not be permitted under the TALF. For example, loans can be sold to the sponsor for cash at par, plus accrued interest, if the proceeds are used to amortize the CLO, and loans that are in default also may be sold, if the proceeds are used to amortize the CLO.

Underlying Credit Exposures.  The updated Term Sheet provides further details about credit exposures underlying eligible ABS.  To be eligible ABS, all or substantially all of the underlying credit exposures must be originated by U.S.‐organized entities satisfying the following requirements:

1. For newly issued ABS, except for CLOs, the originator must be a U.S.-organized entity, which includes U.S. branches or agencies of foreign banks;

2. CLOs must have a lead or a co-lead arranger that is a U.S.-organized entity, which includes a U.S. branch or agency of a foreign bank; and

3. For all ABS (including CLOs and CMBS), the obligors must be U.S. domiciled or with respect to real property located in the United States or one of its territories.

The FAQs clarify that “all or substantially all” in this context means 95% or more of the dollar amount of the underlying assets in the ABS, CMBS, or CLOs.

Origination Date Restrictions. The updated Term Sheet also provides that all or substantially all of the eligible ABS’s underlying credit exposures must be newly issued, except for CMBS.  The FAQs clarify the meaning of “newly issued” by specifying various origination date restrictions, which vary by asset class.  Eligible ABS that are backed by a fixed pool of assets must be originated on or after January 1, 2019.  ABS backed by dynamic pools of receivables (i.e., credit card receivables, floor-plan receivables, premium receivables and some auto ABS) are not subject to origination date restrictions, unless the ABS are issued by a master trust that was established on or after March 23, 2020.  In the case of a master trust established on or after March 23, 2020, all or substantially all of the assets underlying eligible ABS must have been originated on or after January 1, 2020.  CMBS is not subject to an origination date restriction.

Master Trusts.  The FAQs specify that eligible ABS issued by an existing master trust (established before March 23, 2020) must be issued to refinance existing ABS maturing prior to the TALF Termination Date (September 30, 2020) and must be issued in amounts no greater than the amount of the maturing ABS.  This refinancing limitation applies at the sponsor level rather than the individual master trust level.  In addition, eligible ABS issued to refinance ABS that mature prior to the TALF Termination Date may be issued up to three months in advance of maturity or in bulk on any date after maturity.

While the updated Term Sheet did not change the asset classes that can qualify as eligible ABS, the FAQs provide very detailed guidance about specific characteristics of the eligible underlying credit exposures within each asset class.  For example, the FAQs prescribe portfolio concentration limits for certain types of loans for CLOs and specify that credit card receivables may include both consumer and corporate credit card receivables.

Update on Pricing of Certain TALF Loans

The April 9 Term Sheet provided pricing information for CLOs, SBA Pool Certificates, SBA Development Company Participation Certificates and all other eligible ABS with underlying credit exposures that do not have a government guarantee.  The updated Term Sheet provides that the pricing for eligible ABS that was not addressed in the April 9 Term Sheet will be the same as the pricing previously provided for “other eligible ABS” with underlying credit exposures that do not have a government guarantee, specifically:

  • For securities with a weighted average life of less than two years, 125 basis points over the 2‑year overnight index swap (OIS)
  • For securities with a weighted average life of two years or greater, 125 basis points over the 3‑year OIS rate.

The updated Term Sheet made no other changes to the interest rates or haircut schedules.  However, the FAQs provide additional guidance on the calculation of haircuts and average life.

Representations and Certifications

The representations required to be made by a TALF borrower will be included in a Master Loan and Security Agreement (“MLSA”), which will be published by the Federal Reserve and will require a continuous representation that such borrower is an eligible borrower. Thus, the TALF borrower must have a mechanism in place to continuously monitor compliance throughout the life of the TALF loan. The FAQs do not address the consequences if a TALF borrower ceases to meet the eligibility requirements.

The FAQs confirm that a TALF borrower will be required to certify that it is unable to secure adequate credit accommodations from other banking institutions, consistent with Section 13(3) of the Federal Reserve Act.  The Federal Reserve will require evidence of such inability, but it has not yet specified the type or manner of such evidence. The FAQs clarify that lack of adequate credit does not mean that no credit is available. Rather, lending may be available, but at prices or on conditions that are inconsistent with a normal, well-functioning market. The borrower’s certification may be based on unusual economic conditions in the markets intended to be addressed by the TALF program.  The borrower must also certify as to solvency and the conflicts of interest requirements under section 4019 of the CARES Act.

Other Terms and Clarifications

Credit Ratings.  The FAQs provide that the eligible rating agencies are currently S&P Global Ratings, Moody’s Investors Service Inc. and Fitch Ratings, Inc. Additionally, eligible ABS cannot be on review or watch for downgrade, with limited exceptions for certain CMBS. Downgrade of an ABS does not affect a TALF loan after the loan is made.

Public Disclosure.  The Federal Reserve will publicly disclose the following information about the TALF program on a monthly basis: information identifying each borrower and other participants, information identifying each Material Investor of a borrower, the amount borrowed by each borrower, the interest rate paid by each borrower and the type and amount of ABS collateral pledged by each borrower.  Overall costs, revenues, and other fees for the facility will also be disclosed.

What’s Next?

The New York Federal Reserve will publish a MLSA that will provide further details on the terms of the TALF loans.  The FAQs also identify a number of areas where additional information and documentation will be forthcoming, including borrower certifications, requirements for collateral review, documentation requirements for newly issued ABS (e.g., issuer certifications, auditor assurances, and SBA documentation) and procedures for loan subscriptions and closing.  It remains unclear when the TALF will become operational.

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Proskauer’s cross-disciplinary, cross-jurisdictional Coronavirus Response Team is focused on supporting and addressing client concerns. Visit our Coronavirus Resource Center for guidance on risk management measures, practical steps businesses can take and resources to help manage ongoing operations.

Photo of Andrew Bettwy Andrew Bettwy

Andrew Bettwy is a partner in the Corporate Department and co-head of the Finance Group. His principal focus is the representation of financial institutions, private equity sponsors, and public and privately held companies in leveraged finance and other financing transactions. Andrew represents both…

Andrew Bettwy is a partner in the Corporate Department and co-head of the Finance Group. His principal focus is the representation of financial institutions, private equity sponsors, and public and privately held companies in leveraged finance and other financing transactions. Andrew represents both lenders and borrowers in a wide range of transactions involving multiple industries and diverse debt capital structures, including acquisition financings, recapitalizations, multiple lien and subordinated debt financings, debtor-in-possession and exit financings, and private placements.

Andrew has represented several leading financial institutions while at Proskauer, including Bank of America, Citibank, CoBank, Credit Suisse, Imperial Capital, Jefferies Finance and Lazard Capital Markets.

Andrew is co-chair of Proskauer’s CARES Act Team and a part of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Photo of Karen J. Garnett Karen J. Garnett

Karen Garnett is a partner in the Corporate Department, and a member of the Capital Markets Group.

Karen’s practice focuses on regulatory matters under the federal securities laws, equity finance transactions and public company advisory services. Karen has extensive experience in applying and…

Karen Garnett is a partner in the Corporate Department, and a member of the Capital Markets Group.

Karen’s practice focuses on regulatory matters under the federal securities laws, equity finance transactions and public company advisory services. Karen has extensive experience in applying and interpreting federal securities laws and regulations, including requirements governing public company registration, reporting and disclosure.

Karen joined Proskauer following almost 24 years on the staff of the U.S. Securities and Exchange Commission. Most recently, she was an Associate Director in the Division of Corporation Finance, where she led the disclosure review program. Karen routinely provided guidance on a broad range of complex transactions and disclosure matters. She oversaw the work of several industry-focused review teams and has significant expertise in disclosure relating to REITs and commodity pools. As a senior officer, Karen helped develop many of the Division’s policies and procedures, and she worked closely with staff across the SEC on matters involving broker-dealers, investment companies, and novel financial products.

Photo of Jeffrey A. Horwitz Jeffrey A. Horwitz

Jeffrey A. Horwitz is a partner in Proskauer’s Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member

Jeffrey A. Horwitz is a partner in Proskauer’s Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member of our Executive Committee. Jeff is a general corporate and securities lawyer with broad-based experience in mergers and acquisitions, cross-border transactions, and long-term joint ventures. He is regularly engaged to advise boards, management teams and investors on strategic matters, from litigation to personnel to transactions. Jeff is also the head of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Jeff counsels clients on the full range of their activities, from seed capital to public offerings, acquisitions and operational matters, often acting as outside general counsel. He represents major financial institutions, sovereign wealth funds, private equity and family offices in sophisticated financial and other transactions. He represented Merrill Lynch Global Private Equity in connection with its equity participation in the $33 billion acquisition of HCA in what was then the largest LBO ever. He has handled deals aggregating nearly $200 billion in value, including tender offers, “going-private” transactions, IPOs, restructuring and structured finance transactions, and mergers and acquisitions in industries as diverse as biotechnology and aerospace, retail and cable television, and education and scrap metal. He regularly handles transactions outside the U.S., including Europe, the Middle East, Asia, Latin America, Australia, South Africa and India.

Leading our Private Equity Real Estate group, he works with a team of 75 lawyers from across the firm advising on complex transactions and disputes relating to real estate, and particularly hotels. Jeff has handled virtually every type of matter, and has worked with virtually every major player in these industries, including transactions for nearly 3,500 hotels comprising more than 275,000 rooms and involving more than $12 billion. His experience, both in and outside the U.S., extends to hotel and casino development and construction; portfolio and single-property acquisitions; sales and restructurings; financings; management; marketing; reservations systems; litigation counseling and strategic planning; and ancillary services. This breadth of work is key to executing complex and sophisticated transactions, such as the $2.9 billion acquisition of Fairmont Raffles by AccorHotels and its investments in Huazhu, Banyan Tree Hotels & Resorts, Brazil Hotel Group, sbe Entertainment and 21c Museum hotels, among others.

As a senior member of our Entertainment Group, Jeff represents The Broadway League (the national trade association for Broadway theatre), the Tony Awards®, and various other joint venture events and producers. In the media industry, Jeff has advised on the acquisition and sale of television, radio, newspaper and magazine properties, and the acquisition and sale of advertising, promotion and marketing agencies, and related joint ventures. He also advises rights holders, including our long-time clients The Leonard Bernstein Office and The Balanchine Trust. He leads our team representing TSG Entertainment in film-slate financing deals.

Jeff also frequently represents start-up and development-stage companies, as well as established “traditional” businesses, in online, Internet-related or technology businesses. He has handled organizational and structuring matters, venture capital and other equity placements, restructurings (from “down” rounds to recapitalizations to M&A solutions). He has both company-side and investor experience.

As a frequent speaker at real estate and hospitality events, Jeff regularly presents about hotel management agreements at The Hotel School at Cornell’s SC Johnson College of Business, NYU’s Jonathan M. Tisch Center of Hospitality, and on M&A and investment matters at lodging investment conferences around the world, including the NYU Hospitality Industry Investment Conference in New York, Americas Lodging Investment Summit in Los Angeles, the International Hotel Investment Forum in Berlin and the Hotel Investment Conference Asia-Pacific in Hong Kong.

Jeff is a member of the American Hotel & Lodging Association (AHLA) Hospitality Investment Roundtable, ULI (and its Hotel Development Council) and the Advisory Board of the Cornell Center for Real Estate and Finance and has served as a member of the Editorial Board of the Cornell Hotel and Restaurant Administration Quarterly and a member of the Advisory Board of the Cornell Center for Hospitality Research. He is a director of The New York Hospitality Council, Inc., a not-for-profit forum for hospitality industry leaders, and is a member of the Real Estate Capital Policy Advisory Committee of The Real Estate Roundtable. He also has served as a director of the America-Israel Chamber of Commerce, and as a member of the French-American Chamber of Commerce in the U.S. and the American Society of Corporate Secretaries. He was the Chairman of the Board of Labyrinth Theater Company and a director of The Jewish Community Center in Manhattan for more than 15 years, a member of the Executive Committee of the Lawyers’ Division of UJA-Federation for more than five years and an officer of the Henry Kaufmann Foundation for more than a dozen years. He currently serves as Chairman of the Board of The American Playwriting Foundation and Building for the Arts and is a member of the Board of Directors of StreetSquash and The George Balanchine Foundation. He also served as a Vice Chair of the Associates’ Campaign for The Legal Aid Society.

Jeff has been with the firm for his entire career and lives in Manhattan and Connecticut.

Photo of Yuval Tal Yuval Tal

Yuval Tal is a partner in our Corporate Department where he co-heads our internationally recognized Hospitality, Gaming & Leisure Group. He also heads our Hong Kong and Beijing offices. He is a general corporate and securities lawyer with diverse experience in cross-border mergers…

Yuval Tal is a partner in our Corporate Department where he co-heads our internationally recognized Hospitality, Gaming & Leisure Group. He also heads our Hong Kong and Beijing offices. He is a general corporate and securities lawyer with diverse experience in cross-border mergers & acquisitions (public and private, debt and equity), long-term joint ventures, private equity real estate and corporate and real estate finance. He advises clients on the full range of their activities including any form of financing, operational matters and commercial transactions. He advises sponsors and funds on the structuring, execution, entering into, restructuring and exiting of investments. Yuval is co-chair of Proskauer’s CARES Act Team and a part of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Yuval has decades of experience representing clients on complex, first in kind transactions.  Yuval’s strength is providing original, workable and practical solutions that get the deal done. Qualified in New York, Hong Kong and Israel, Yuval has negotiated transactions in six continents and has particular experience representing Asian clients and clients based outside of Asia in inbound and outbound transactions. Yuval has worked in various industries including real estate, hospitality, entertainment, sports, financial services, technology and life sciences.

As an international M&A lawyer, Yuval has many years of experience dealing with complicated, non-customary transactions involving parties from different countries, cultures and legal systems.  He has represented private equity, family offices, corporations and individuals in structuring, restructuring, managing and disposing of investments in Asia, Europe and the United States.  He is typically called upon to strategize and structure complex transactions that do not follow a prescribed form or pattern. Yuval’s experience enables him to forsee future issues and clients have commented on his “ability to think seven moves ahead of the competition”. Yuval is also well known for his ability to broker deals between opposing parties in order to get the deal done, irrespective of the legal, business or practical obstacles. His efforts have earned him recognition by Legal 500Chambers Asia Pacific and IFLR1000, where clients have referred to his “ability to play the honest broker to all parties involved, and to bridge the different cultures, legal systems and language barriers and to continually solve the unsolvable, is what allowed us to get this difficult deal done” and another stated “he was completely invested in the deal in a way lawyers seldom are, and his creativity and efforts allowed us to bridge considerable gaps between the parties and find common ground”.

As co-head of our Hospitality, Gaming & Leisure Group, Yuval has worked on virtually any kind of transaction, including mixed-use development and construction, acquisition and sale, restructuring and public offerings of real estate, hotel and casino companies. He has completed numerous high profile transactions involving the buying, selling and combining Asian and Western based hotel operating companies, including AccorHotels’ [EPA:AC]  US$2.9 billion acquisition of Fairmont, Raffles and Swissôtel brands, its acquisition of Tribe, Australia’s first integrated modular hotel brand, Accor’s long-term alliance with Huazhu Hotels Group (also known as China Lodging Group [Nasdaq: HTHT]) and its strategic partnership with Singapore-based Banyan Tree Holdings [SGX:B58]. He also advised Formosa International Hotels’ sale and resulting joint venture with Intercontinental Hotels Group with respect to the Regent brand.  His real estate and hospitality work has included transactions for properties from China to India to the United States to Australia. He also has many years of experience with hotel licensing, franchising and management.

Yuval’s broader Private Equity Real Estate experience includes working on The Recording Academy’s (The Grammys) deal to develop Grammy Museums in China, a public/private deal to finance an office building in Delhi, India; the acquisition of hotels in Bangkok by a large Japanese institutional investor and a joint venture between a Hong Kong developer and an Asian based private equity fund for the acquisition and redevelopment of a property in Kowloon into a mixed use property including co-living and co-working properties.

Yuval is a member of the Steering Committee of the Asian Hospitality Development Council of the Urban Land Institute (ULI) and has recently been appointed to the Law 360 2020 Hospitality Editorial Board. He is a regular speaker at real estate and hospitality related conferences such as the Hotel Investment Conference Asia-Pacific in Hong Kong.

Prior to rejoining Proskauer in 1999, Yuval practiced law in Israel, representing Israeli clients in transactions in Europe and the United States and European and U.S.-based clients in transactions in Israel. He handled transactions for major publicly traded Israeli companies such as Clal (Israel) Ltd., LifeWatch, Kitan Consolidated Ltd., Orckit Communications Ltd., ECI Telecom Ltd., Scitex Corporation Ltd. and Tecnomatix Technologies Ltd. Since joining Proskauer, Yuval has continued to represent Israeli clients on a wide range of corporate and securities matters.

Photo of Steven A. Fishman Steven A. Fishman

Steven A. Fishman, a senior counsel in the Corporate Department, concentrates his practice in real estate securities, real estate private equity investments and finance matters. Steve has extensive experience in connection with acquisitions and dispositions of public and private limited partnerships and limited…

Steven A. Fishman, a senior counsel in the Corporate Department, concentrates his practice in real estate securities, real estate private equity investments and finance matters. Steve has extensive experience in connection with acquisitions and dispositions of public and private limited partnerships and limited liability companies, the formation of real estate joint ventures and private equity funds, the sale of hotel companies, and debt and equity financings.

Steve also has broad experience representing public and private corporations in all aspects of their securities filings and commercial transactions.

Photo of Susan Goldfarb Susan Goldfarb

Susan R. Goldfarb is special finance counsel in the Corporate Department. Her practice focuses on representing lenders and borrowers with regard to personal property secured transactions, structured finance transactions, commercial law transactions and real estate finance transactions. Susan has extensive experience in structuring…

Susan R. Goldfarb is special finance counsel in the Corporate Department. Her practice focuses on representing lenders and borrowers with regard to personal property secured transactions, structured finance transactions, commercial law transactions and real estate finance transactions. Susan has extensive experience in structuring transactions that require bankruptcy remote special purpose entities.

Susan has significant experience drafting and negotiating financing documents for secured and unsecured loans, receivables financing, syndicated loans, loan modifications, restructuring transactions, equipment finance loan documents, loan assumptions and lease assumptions. In addition, she routinely drafts and negotiates enforceability, non-consolidation, true sale and other reasoned legal opinions.

Susan’s pro bono work primarily involves assisting not-for-profit organizations obtain federal and state tax-exempt status. She has obtained tax exempt status for companies that provide maternal health care and operate a pre-school and primary school in Uganda, conduct medical missions in Myanmar, operate a summer camp for LGBTQ youth, and provide services, resources and support to teenage mothers.

Photo of Steven B. Leiser-Mitchell Steven B. Leiser-Mitchell

Steven Leiser-Mitchell is an associate in the Corporate Department and a member of the Capital Markets group. His practice focuses on equity offerings, including IPOs and follow-on secondary offerings. Steven also has significant experience with debt offerings and private placements.

Prior to joining…

Steven Leiser-Mitchell is an associate in the Corporate Department and a member of the Capital Markets group. His practice focuses on equity offerings, including IPOs and follow-on secondary offerings. Steven also has significant experience with debt offerings and private placements.

Prior to joining Proskauer, Steven practiced corporate and securities law with Jones Day.

Photo of Lauren Richburg Lauren Richburg

Lauren Richburg is an associate in the Corporate Department and a member of the Finance Group. Lauren represents both lenders and borrowers in a wide range of complex financing transactions, including acquisition financings, fund finance transactions, restructurings and other secured and unsecured lending…

Lauren Richburg is an associate in the Corporate Department and a member of the Finance Group. Lauren represents both lenders and borrowers in a wide range of complex financing transactions, including acquisition financings, fund finance transactions, restructurings and other secured and unsecured lending transactions.