Kim E. Ramsey’s practice focuses primarily on debt finance, including structured finance.

Practice & Background

Ms. Ramsey represents corporations, including REITs; private hedge, equity and investment funds; issuers, underwriters, lenders, bondholders and utilities; and others involved in a variety of industries, including asset management, commercial mortgage, special servicing, credit finance, structured finance, real estate, gaming, hospitality, retail (apparel), pharmaceutical and energy (including renewables energy).

Such representations, in significant part, have involved (a) secured and unsecured credit facilities (including in the form of repurchase transactions), second lien and subordinated loans, leveraged loans, and issuances of high-yield and other debt securities in public, 144A and Regulation S offerings; (b) debt restructurings in connection with chapter 11 proceedings and out-of-court, including the restructuring of secured and unsecured debt securities and loans (including leveraged loans, securitized commercial mortgage loans and debt issued in power plant sale-leaseback transactions); (c) CDO, CLO, resecuritization/reREMIC, ABS and other securitization transactions involving senior secured and second lien loans, CMBS and other ABS, other structured finance securities, stranded costs and phase-in-costs, sovereign receivables, royalties and land leases relating to utility scale solar and wind projects; (d) distressed debt investments in European and U.S. leveraged loans, power plant sale-leaseback debt, RMBS, CMBS and municipal bonds; and (e) government investigations, legal proceedings and financial restructurings involving CDO, RMBS, CMBS, CRE CDO and other securitization transactions.

Ms. Ramsey is a member of the CRE Finance Council.  Ms. Ramsey is also a member of the Legal Opinions Committee and Business Law and International Law sections of the American Bar Association.  She regularly represents the KIPP Foundation, on a pro bono basis, on credit enhancement transactions in support of KIPP school finance transactions.

Representative Matters

Ms. Ramsey’s representations include advising:

  • a private fund in connection with six private securitizations involving the issuance of notes backed by receivables due from a domestic sovereign
  • a private noteholder group in connection with an in process out-of-court exchange offer involving the formation of a trust to permit the issuance of (and an exchange of notes for) securities backed by loan participations in lieu of revolving loans, at the option of the exchanging noteholders
  • a public REIT in a private securitization involving a new asset class, the issuance of rated senior and subordinate classes of bonds and green bond ASE CarbonCount certification.  The bonds were backed by membership interests in 22 land lease entities owning various real property interests derived from 78 standard and hybrid  lease transactions relating to utility scale solar and wind projects.
  • three sponsoring electric utilities in a Securities and Exchange Commission-registered utility securitization to recover $435 million of phase-in costs utilizing a pass-through trust structure
  • the underwriter in an electric utility sponsored Securities and Exchange Commission-registered utility securitization involving the issuance of approximately $182 million in transition bonds backed by bondable transition property
  • a private fund in connection with its role as special servicer and, in certain cases, B-piece buyer in multiple registered and unregistered CMBS transactions.
  • a public retail company in connection with an aggregate $110 million in acquisition financing provided under ABL revolving and term loan facilities
  • three separate private funds in CLO 144A/Reg S transactions
  • an ad hoc noteholder group in an out-of-court restructuring of approximately $1.58 billion of debt of an equity asset management company, involving four exchange offers, the issuance of $600 million of new senior subordinated notes and amendments to the company’s $1.75 billion senior secured credit facility
  • an ad hoc first lien lender group in an out-of-court restructuring of approximately $1 billion of debt of a logistics company, involving an exchange offer, the issuance of two series of secured notes, amendments to the company’s senior secured credit facility and an ABL facility
  • a creditors committee in connection with the restructuring of $11.5 billion of securitized commercial mortgage loans
  • several creditors committees in connection with power plant sale-leaseback debt restructurings
  • a private noteholder group in connection with a $2.35 billion out-of-court debt restructuring, involving a public private equity firm with more than $4 billion of structured assets
  • a private fund in the sale of $582 million AAA CMBS and a related 144A reREMIC transaction
  • a private fund in connection with an SEC investigation relating to several RMBS CDO transactions backed by an approximate aggregate $8.7 billion of RMBS
  • an ad hoc creditor group in connection with the restructuring of $300 million of first and second lien receivables funding facilities
  • a private fund in connection with a restructuring involving the sale of approximately $200 million of participation interests in European and U.S. leveraged loans
  • a portfolio company of a private equity fund in connection with an aggregate $1.825 billion in acquisition financing provided under a senior secured credit facility and a senior unsecured bridge loan, and the subsequent refinancing of a portion of the bridge loan through a second-priority senior secured notes offering
  • an Indian nation capital improvements authority in the issuance of approximately $160 million in secured tax-exempt and taxable bonds, in a 144A/Reg S transaction
  • a private equity lender syndicate in a bridge loan, the proceeds of which were principally used to finance the acquisition by an Indian tribe of its initial reservation, and the subsequent conversion of a portion of such debt into subordinated notes in connection with a high-yield note offering by the tribe to finance the development of a casino
  • a private fund in a CDO transaction involving the issuance of approximately $288 million of notes backed by asset-backed securities and synthetic securities related to asset-backed securities, in a 144A/Reg S transaction
  • the gaming subsidiaries of an Indian nation in a registered exchange offer following a 144A debt issuance of $200 million in senior notes
  • a public company in the monetization of a royalty stream
  • a private fund in connection with the resecuritization of approximately $120 million of mortgage-backed securities, including the related issuance of collateralized notes, in a 144A transaction
  • a public commercial mortgage REIT in connection with a universal shelf registration of $200 million of common stock, preferred stock, debt securities and warrants
  • a creditors committee in connection with corporate finance, securities, and mergers and acquisitions matters related to the restructuring of approximately $2.28 billion of liabilities of a public manufacturing company
  • a public commercial mortgage REIT in connection with a $200 million securities acquisition facility (in the form of a repurchase transaction)
  • a public commercial mortgage REIT in connection with the recapitalization of approximately $375 million in debt with financing from a secured credit facility (in the form of a repurchase transaction) and equity and senior subordinated debt investments from a real estate fund
  • a public commercial mortgage REIT in connection with approximately $850 million of recapitalization financing provided upon emergence from chapter 11 (including a secured credit facility, in the form of a repurchase transaction, and two series of publicly traded secured high-yield notes).