Thomas A. Rice

Tom’s practice focuses on complex domestic, cross-border and project financing transactions.

Tom is head of the firm’s New York capital finance and financial institutions group. His practice focuses on representing domestic and international banks and other financial institutions in complex domestic and cross-border financing transactions, including syndicated, leveraged, repurchase and project finance transactions, restructuring transactions, structured finance and derivatives transactions, distressed portfolio sales, debt trading and other corporate finance matters.

Tom has extensive experience in representing the agent bank developers and sponsors in both leveraged acquisition transactions, project finance and asset-based and second-lien financings and restructurings. His experience covers a broad range of industries, including power generation and transmission, electric transformers, natural gas pipelines and liquefaction facilities, nuclear waste, airlines, rental cars, construction, residential mortgage securities, commercial and residential mortgage loans and distressed commercial real estate portfolios.

Relevant Experience

Energy Finance

  • Counsel to developers in structuring and financing power generation, transmission, pipeline and undersea fiber optic cable projects around the world, from Mexico to Thailand, with an aggregate value in excess of $10 billion.
  • Served as both finance and derivatives counsel to an export bank and a group of commercial banks on a $4.36 billion senior secured project finance facility for Train 1 of a multi-train natural gas liquefaction and export facilities project in Texas and on a related $1.5 billion interest rate swap facility.
  • Lead counsel to Agent in $2.1 Billion 5 Year Term and Revolving Credit Facility to a finance cooperative that originates loans to rural electric utilities.
  • Lead counsel to Agent in $1.8 Billion 3 Year Term and Revolving Credit Facility to a finance cooperative that originates loans to rural electric utilities.
  • Served as structuring and finance counsel to Agent on construction, permanent and back leverage credit facilities totaling in excess of $1.5 billion in connection with the financing of renewable energy projects, including utility scale solar and wind facilities and portfolios of commercial and residential solar installations.
  • Lead counsel to Agent for a $290 million project financing of ten utility- scale PV solar farms totaling 115MW.
  • Lead counsel to Agent in connection with a $250 million construction financing of two Gamesa wind farms totaling 350MW located in Texas and Illinois.
  • Lead counsel to Agent in the first of its kind commercial paper funded Warehouse facility for PV Solar Panels totaling $180 million.
  • Lead counsel to leading energy developer in connection with a $200 million acquisition and financing of a power generating facility and related gas pipelines and collection system in the United Kingdom.
  • Lead counsel to Agent in a $345 million term and revolving credit facility for the leveraged acquisition of the largest privately held nuclear waste disposal facility.
  • Lead counsel to Agent in a $190 million term and revolving credit facility for a manufacturer of electric transformers.
  • Lead counsel on numerous energy derivative transactions, including interest rate swaps, caps, collars, floors and corridors, foreign exchange contracts, gas contracts, electric capacity, weather derivatives, total return swaps and credit default swaps.
  • Lead counsel to numerous funds, investment banks, commercial banks, insurance companies and other financial institutions in various purchases and sales of performing and distressed energy loan portfolios.

Mortgage/Repo Finance

  • Lead counsel in connection with the disposition of, restructuring of, and the risk management for a large financial institution’s portfolio of ABS, RMBS, CMBS, and CDO assets totaling in excess of $25 billion.
  • Lead structuring and finance counsel to the seller/borrower in commercial mortgage repurchase agreements totaling in excess of $5 Billion.
  • Lead counsel to both Agent and market swap provider for mortgage repurchase, swap and debt facilities totaling $3.8 billion in the bankruptcy of American Home Mortgage, Inc. including a case of first impression that upheld the bankruptcy safe harbor for mortgage repurchase agreements.
  • Lead counsel to Agent for a portfolio of $1.8 Billion of residential whole mortgage loans and managed associated re-underwriting of the portfolio, loan modifications, risk management activities and servicer oversight for the portfolio.
  • Lead counsel for Agent for the disposition of a portfolio of $1.1 Billion of 2007 vintage sub- prime residential whole mortgages loans and managed the associated collateral inventory review, the repair of more than 7,000 collateral exceptions, the design and structuring of a multi-round competitive bidding process, the drafting of related offering materials, bidding documents and Mortgage Loan Sale Agreements, and the successful defense of agreed purchase price against post-auction “price fade” through use of aggressive collateral mitigation that resulted in a net recovery on the mortgage loan portfolio more than double the highest pre-auction estimate received from any investment banker.
  • Lead counsel for Agent for the first of its kind allocation and distribution of a portfolio of $900 Million of residential whole mortgage loans to the members of a Bank Group from a defaulted syndicated loan.
  • Lead counsel for Agent for the disposition of a portfolio of $500 Million of 2007 vintage sub- prime residential whole mortgage loans.
  • Lead counsel for Agent for the disposition of a portfolio of $120 Million of 2007 vintage sub- prime residential whole mortgage loan and related unsecured deficiency claims.
  • Advised mortgage finance company in connection with out-of-court restructuring of over $4 billion of ABS, RMBS, repurchase and other debt facilities.
  • Lead counsel to Agent for six money center banks in the restructuring and re-securitization of $1.8 billion of residential mortgages, including the development of first-of-its-kind trust ownership structure that facilitates compliance with various regulatory and licensing requirements imposed on foreign financial institutions.
  • Lead counsel to a financial institution in the restructuring of a REIT subsidiary with mortgage assets in excess of $500 million.
  • Lead Counsel to Agent investment bank in negotiating mortgage loan servicing and servicer overseer agreements, each with highly negotiated and limited “delegated authority” and subsequent management of both servicers and overseers.

Syndicated/Leveraged Finance

  • Lead counsel to Arranger and Managing Underwriter in first, second, bridge and high yield facilities totaling $5 billion in connection with a planned cross-border leveraged buyout of an international airline.
  • Lead counsel to Agent and Manager in first, second and high yield facilities totaling $4.6 billion for an international food and professional services corporation.
  • Lead counsel to Arranger in a $3.9 billion term and revolving credit facility for the leveraged acquisition of an international rental car company.
  • Lead counsel to Agent in a $800 million senior secured revolving credit facility for specialty finance company.
  • Lead counsel to Agent in a $460 million term and revolving credit facility for an integrated long distance, cellular and cable television provider.
  • Lead Counsel to Agent with $280 Million in derivatives claims in connection with the bankruptcy of a Bermudian hedge fund.
  • Lead counsel to Agent in $200 million revolving credit facility for a manufacturer of subway cars.
  • Lead counsel to Agent in a $125 million revolving exit facility for a national retail jewelry chain.
  • Lead counsel to Agent in first and second lien term and revolving credit facilities totaling $65 million for the leveraged acquisition for a specialty home builder and restructuring thereof.
  • Lead counsel to Agent in a $58 million term and revolving credit facility for the leveraged acquisition of a national home building company.
  • Served as Issuer’s counsel on bond issuances, commercial paper and other note programs with a total value well in excess of $20 billion.
  • Developed a suite of customized trading documentation for distressed debt, securities and structured products for the Treasury Group of one of the five largest US commercial banks.
  • Served as finance and tax counsel on numerous structured finance transactions, including ABS, RMBS, CDO and synthetic CDOs.
  • Acted as outside general counsel to early stage limited liability companies and investment partnerships advising on general corporate and securities issues and debt and equity financing transactions.
  • Advised numerous American companies on establishing foreign operations, foreign acquisitions, foreign debt and equity issuance, and foreign licensing transactions.

Memberships

  • Member, American Bar Association
  • Member, New York State Bar Association

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