Financial Services / Structured Finance

We will advise on complex financial structures using financial instruments (Assets and Debt), using SPVs and other tools, in cross border backgrounds, taking into consideration taxation issues, cross border contract enforceability, cross border jurisdictions covering both sides of the spectrum.

  • Asset Finance
    We have extensive knowledge of all transaction types within the field, including:
    • Mergers & acquisitions
    • Operating leases
    • Commercial debt financing
    • Capital markets products including asset backed securitization, secured term loans, E-notes and other debt and equity issuances
    • Secondary debt trading including loan portfolio acquisitions and restructuring
    • Asset sales and novation
    • Restructuring and work-outs
    • Long-term construction financing
    • Islamic financing
    • Tax leasing
    • Structured finance products, including establishing debt and equity funding platforms
    • Joint ventures
    • Financial regulations
  • Financial Restructuring
    Corporate restructuring entails any fundamental change in a company's business or financial structure, designed to increase the company's value to shareholders or creditor. Corporate restructuring is often divided into two parts: financial restructuring and operational restructuring. Financial restructuring relates to improvements in the capital structure of the firm. An example of financial restructuring would be to add debt to lower the corporation's overall cost of capital. For otherwise viable firms under stress it may mean debt rescheduling or equity-for-debt swaps based on the strength of the firm. If the firm is in bankruptcy, this financial restructuring is laid out in the plan of reorganization. The second meaning, operational restructuring, is the process of increasing the economic viability of the underlying business model. Examples include mergers, the sale of divisions or abandonment of product lines, or cost-cutting measures such as closing down unprofitable facilities. In most turnarounds and bankruptcy situations, both financial and operational restructuring must occur simultaneously to save the business. Corporate financial restructuring involves restructuring the assets and liabilities of corporations, including their debt-to-equity structures, in line with their cash-flow needs to promote efficiency, support growth, and maximize the value to shareholders, creditors and other stakeholders. These objectives make it sound like restructuring is done pro-actively, that it is initiated by management or the board of directors. While that is sometimes the case -- examples include share buybacks and leveraged recapitalization -- more often the existing structure remains in place until a crisis emerges. Then the motives are defensive -- as in defenses against a hostile takeover -- or distress-induced, where creditors threaten to enforce their rights. Financial restructuring may mean refinancing at every level of capital structure, including:
    • Securing asset-based loans (accounts receivable, inventory, and equipment)
    • Securing mezzanine and subordinated debt financing
    • Securing institutional private placements of equity
    • Achieving strategic partnering
    • Identifying potential merger candidates
  • Islamic Finance
    Our Islamic Finance practice is highly experienced in all Islamic finance contracts (including bai salaam, ijara, istisna'a, mudaraba, murabaha and musharaka). We advise on a very wide range of Islamic finance services and products including:
    • Capital markets
    • Project and infrastructure finance
    • Acquisition and leveraged finance
    • Asset finance
    • Private equity and real estate funds
    • Financial regulation
    • Structured products and derivatives
    • Real estate finance
    • Tax
    Ororus Advisors can structure innovative Islamic finance transactions and can work closely with many different Shari’a committees and advisers. We advise on ISDA-iifm Ta’hawwut master agreement (TMA) and confirmation templates. We can also consult on the DIFC’s guidebook for Sukuk, and the LMA islamic finance guide, as well as ajar assets and a commodity murabaha.
  • Leveraged & Acquisition Finance
    We have the expertise to effect all types of transactions, including: restructuring and rescue securitization; moratoriums; work-outs; standstills and override arrangements; rescheduling of debts; debt to equity swaps; other forms of capital restructuring (e.g. rescue rights issues); restructuring by means of corporate finance transactions (e.g. buy-outs, M&A, new equity investment etc.); structured receiverships; corporate restructuring avoiding formal insolvency procedures (e.g. schemes of arrangements) restructuring through insolvency processes (e.g. formal cram down processes; pre-pack administrations, bankruptcy sales and purchases); and purchase and sale of bankruptcy claims. We have the expertise to advise on all types of insolvency proceedings, specializing in multi jurisdictional proceedings; litigation and dispute resolution including protecting creditor claims, cross border recovery, asset freeze, and search operations; purchase and sale of claims; advice in relation to avoidance actions; and advice on regulatory, financial, and commercial issues.
  • Restructuring & Insolvency
    We have the expertise to effect all types of transactions, including: restructuring and rescue securitization; moratoriums; work-outs; standstills and override arrangements; rescheduling of debts; debt to equity swaps; other forms of capital restructuring (e.g. rescue rights issues); restructuring by means of corporate finance transactions (e.g. buy-outs, M&A, new equity investment etc.); structured receiverships; corporate restructuring avoiding formal insolvency procedures (e.g. schemes of arrangements) restructuring through insolvency processes (e.g. formal cram down processes; pre-pack administrations, bankruptcy sales and purchases); and purchase and sale of bankruptcy claims. We have the expertise to advise on all types of insolvency proceedings, specializing in multi jurisdictional proceedings; litigation and dispute resolution including protecting creditor claims, cross border recovery, asset freeze, and search operations; purchase and sale of claims; advice in relation to avoidance actions; and advice on regulatory, financial, and commercial issues.
  • Securitization & Asset Based Finance
    We can work with our clients on providing advice in connection with various types of sophisticated financing products and techniques:
    • Asset backed securities
    • Asset and receivables
    • Leasing
    • Acquisition financing
    • Leveraged finance and recapitalization
    • Syndicated loans
    • Structured investment vehicles
    • Mezzanine financing
    • Secured lending
    • Securitization
    • CDOs
  • Antitrust
    Asia Competition law: This advice spans the entire range of competition-related issues, including government investigations, amnesty and leniency applications, regulatory filings and compliance, mergers and acquisitions, private litigation and general legal and strategic advice including antimonopoly law in China and numerous other key issues facing both regional and western companies operating in Asia and Asian companies operating in the Middle East, GCC, and Europe.