Rail Finance

The Rail Finance Group consists of partners, associates and paralegals well-versed in all aspects of rail finance transactions. For decades, this team has represented lessees, lessors and debt, equity and underwriter participants, including institutional investors and international leasing companies.

Our practice group’s extensive experience with rail companies includes three of the nation’s Class I railroads. We have represented clients in all types of lease and equipment finance transactions, including structured secured financings, project financings and leveraged leases (involving multi-tier, double dip and cross-border leases), tax-advantaged lease financings, synthetic leases, credit-tenant leases and other lease-related transactions such as equipment trust certificates, enhanced equipment trust certificates and lease portfolio securitizations. These transactions involved virtually all types of equipment and fixtures, including railroad rolling stock, rail lines, intermodal facilities and other rail assets. The Rail Finance Group is supported by nationally known tax practitioners who devote a major portion of their time to the structuring of transactions and various issues of tax ownership and indemnification that are critical to such financings. Given the ever-increasing complexity of many of the financing transactions we are retained to handle, firm attorneys are accustomed to working in cross-disciplinary teams in a seamless fashion. All resources of Chapman and Cutler LLP’s practice groups are available in connection with each financing transaction in which we are involved.

Related Practices

Representative Transactions

Rail Finance

• Represented a Class I Railroad in a capital lease financing of over $368 million in locomotives and rolling stock. This transaction was notable in light of the state of credit markets at the time of closing in February 2009
• In just the past few years our practice group has handled more than $7 billion in leveraged lease financings of rail equipment for major U.S. railroads, utilizing either public or private debt and involving numerous U.S. and foreign equity investors.
• Represented a large group of rail finance creditors in the bankruptcy of CIT Group, Inc.
• In 2007, we provided advice regarding the development and financing on a wide variety of facility leases, including the financing for construction and long-term lease of several major intermodal facilities.
• Chapman and Cutler represented one of the nation’s Class I railroads in a single investor lease of locomotives into Mexico.
• The firm has participated in lease financings of corporate headquarters buildings, rail and intermodal facilities, railcars and related rail assets, in many cases involving commercial paper conduit financing syndicated to various U.S. and foreign lending institutions.
• Chapman and Cutler represented a Class I Railroad in the financing of a key intermodal facility in the Midwest. The financing consisted of a leveraged lease of track and rail improvements of the intermodal facility as well as a credit-tenant lease of the land.

Other Equipment Finance

• We represented investors in the leveraged lease financing of a series of submersible ocean drilling platforms, including the financing of undivided interests in the platforms and devising structures to protect financing parties’ interests under operating agreements.
• Chapman and Cutler represented the debt investors in a series of vessel financings for one of the largest, non-government owned shipping companies in the world secured by vessels with an aggregate appraised value in excess of $600,000,000.
• Chapman and Cutler negotiated numerous cross-border leases of commercial aircraft (including aircraft registration and mortgage lien protections) in various jurisdictions including, as representative, the United Kingdom, Hong Kong and Sweden.
• We represented clients in a $665 million leveraged lease of an ethylene plant facility of a major Canadian chemical company.
• We represented the lessee in lease financings of corporate jet aircraft (structured as either synthetic or single investor operating leases).
• The firm represented clients in a $250 million capital lease financing for one of the country’s largest casino operators, covering the purchase of furniture, fixtures and equipment (including gaming equipment, hotel furnishings and restaurant equipment) located in casinos on the Las Vegas Strip.