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Junior Capital
 
 
 
Proskauer's Junior Capital Group is comprised of seasoned attorneys experienced and active in all aspects of the junior capital market. We represent a large number of mezzanine lenders, second lien lenders and other junior capital investors in various financing transactions. Our junior capital attorneys provide practical advice that leverages our industry knowledge and formidable tax, private equity and restructuring expertise. Each attorney is experienced in insolvency and intercreditor issues that are critical to all financing transactions.

For more information about this practice area, contact:
STEPHEN A. BOYKO617.526.9770sboyko@proskauer.com
STEVEN M. ELLIS617.526.9660sellis@proskauer.com
NEIL CUMMINGS310.284.5628ncummings@proskauer.com
PETER J. ANTOSZYK617.526.9749pantoszyk@proskauer.com

Industry Knowledge and Expertise

We represent the leading mezzanine and second lien lenders (including limited partnerships, hedge funds, CLOs/CDOs, business development companies, SBICs and insurance companies), borrowers and equity sponsors. Our attorneys are skilled in all areas of the capital structure, including both debt and equity, from the traditional subordinated debt to junior subordinated notes, holdco notes, second liens, last-out senior and all types of preferred and common equity. Junior capital is what we do; we know the market and we bring that extra value to our clients' transactions.

Intercreditor and Restructuring Experience

Our Junior Capital Group attorneys have significant restructuring and insolvency experience. This experience is critical in negotiating the best intercreditor terms for our clients. With the rise of second lien and secured mezzanine deals, intercreditor negotiations have become more complex. Our attorneys know which issues matter and how to properly draft the documents to protect our clients. Our Junior Capital Group is also supported by our Bankruptcy and Restructuring Group, which includes over 20 attorneys, allowing us to provide restructuring advice if the need arises.

Maximizing Returns and Minimizing Tax Consequences

Our attorneys are knowledgeable about the tax ramifications of various structures. We work closely with a dedicated team of tax attorneys to structure around OID (Original Issue Discount), AHYDO (Applicable High Yield Discount Obligation), UBTI (Unrelated Business Taxable Income), ECI (Effectively Connected Income) and other unintended tax consequences that many other firms never even identify. We have developed innovative structures to maximize the economic returns for our clients.

Funds and Fund Formation

We work closely with our clients in their capital raising activities. We have represented leading institutions in structuring and launching their funds. We advise general partners on overall fund structure and terms; prepare organizational and operating documents; and negotiate directly with limited partners and other investors. Our broad experience in fund formation allows us to advise clients on the best and most appropriate market terms.

Our Commitment to Service

We make it our business to know and understand the competitive environment that our clients face. Our attorneys are active, focused on the junior capital market, and are frequent speakers at industry conferences. We take pride in our ability to provide fast, responsive and practical advice. We understand that our clients have clients to serve too.

 
   
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