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

Practice & Background

Ms. Ramsey represents corporations (including mortgage REITs); private hedge, equity and investment funds; issuers, underwriters, lenders and bondholders; and others involved in a variety of industries, including asset management, commercial mortgage, residential mortgage, credit finance, structured finance, real estate, gaming, hospitality, pharmaceutical and 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 and securitized commercial mortgage loans); (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 royalties; (d) distressed debt investments in European and U.S. leveraged loans, 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 National Association of Real Estate Investment Trusts and the CRE Finance Council, and an advisory board member of the National Association of Corporate Directors Texas TriCities Chapter. She is also a member of the Business Law and International Law sections of the American Bar Association. Ms. Ramsey led the finance team for a secured tax-exempt and taxable bond offering honored with the NAFOA 2008 Medium Deal of the Year. Also in 2008, Ms. Ramsey led the finance team on debt finance transactions for the KIPP Foundation that significantly contributed to the firm’s receipt of the KIPP Foundation 2008 Beyond Z Award and she continues to regularly represent the KIPP Foundation, on a pro bono basis, on major debt finance transactions.
Representative Matters

Ms. Ramsey’s representations include advising:

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, the issuance of membership interests 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 financing
a creditors committee in connection with the restructuring of $11.5 billion of securitized commercial mortgage loans
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 such tribe to finance the development of a casino
the underwriter in an SEC-registered, asset-backed debt offering involving the issuance of approximately $182 million in transition bonds backed by bondable transition property
a private fund in a collateralized loan obligation transaction involving the issuance of approximately $398 million in notes backed primarily by senior secured loans, second lien loans and structured finance securities, in a 144A/Reg S transaction
a private fund in a collateralized debt obligation 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 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).