Key Experience

  • Practice focuses on debt finance, including structured finance.
  • Represents corporations, private funds, issuers, noteholders and underwriters.
  • Has worked with counsel across the United States and Europe, as well as Australia, New Zealand, Canada, Asia and Mexico.

Practice

Kim Ramsey advises companies, funds and others on complex debt finance transactions—public and private debt offerings, securitizations, debt restructurings, power plant sale leasebacks, receivables financings, credit facilities and distressed debt investments.

Representative Work

  • Advised a private fund, as depositor and a purchaser, in connection with 15 securitization transactions involving the issuance of notes backed by receivables due from a domestic sovereign in 144A offerings. An initial co-investment structure was subsequently modified to address control, collateral and regulatory matters important to the fund.
  • Advised the issuer in a senior secured notes offering initial issuance of $363,832,777 with up to $4 billion of additional secured notes authorized for issuance, with the proceeds to be used to fund a $600 million revolving loan to a health care service provider secured by receivables due such service provider by a domestic sovereign. This transaction involved the preparation of a novel indenture addressing unique payment, prepayment, collateral and remedies structures to work with the revolving loan and related repurchase agreement financing.
  • Counseled an issuer affiliate of a public real estate investment trust (REIT) in connection with a private securitization involving a new asset class, the issuance of rated senior and subordinated classes of bonds, and a green bonds ASE Carbon Count certification. The bonds are 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. This transaction involved the development of a transaction and collateral structure for a new asset class and the satisfaction of rating agency, institutional investor, and client objectives and requirements.
  • Advised First Energy and three sponsoring electric utilities in connection with a utility securitization to recover $435 million of phase-in costs and involving the issuance of multiple classes of SEC- registered AAA-rated debt securities. Utilized a pass-through trust structure enabling the participation of the three electric utility companies, which provided benefits, including reduced issuance costs and other efficiencies and economies of scale, resulting in lower costs for utility customers and reduced administrative and operating costs.
  • Represented a technology company and certain domestic and offshore subsidiaries in connection with an accounts receivable financing with a maximum facility amount of $265 million. This transaction involved extensive negotiations and drafting of provisions designed to protect the confidentiality of sensitive information related to the company, including the identity of other lenders and other credit facility terms, all off market terms.

Public Service and Affiliations

Recognition