Corporate Trust and Agency Services

  • Holland & Knight's Corporate Trust and Agency Services Team helps protect institutional interests for clients serving as trustees, administrative agents, collateral agents, escrow agents or other types of service providers across the full transaction life cycle.
  • We use market-tested judgment built on decades of dedicated experience to guide institutions through complex documentation, regulatory issues, risk allocation, restructurings, debtor-in-possession financings and insolvency issues.
  • Our extensive global and cross-border capabilities support clients in sophisticated financing transactions in the primary and secondary markets, including syndicated loans, project finance and structured finance, with particular experience across Latin America and other major global markets.
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Overview

Whether serving as trustee, administrative agent, collateral agent, escrow agent or in another role, your institution needs counsel who understands more than the transaction documents. You need legal advisors who appreciate the practical and operational realities that arise before and during closing and over the life of a transaction through potential amendments and additional offerings, defaults, debtor-in-possession (DIP) financings, restructurings and insolvency issues.

Holland & Knight's Corporate Trust and Agency Services Team represents financial institutions and service providers in all aspects of these roles, helping clients protect their interests and efficiently navigate transaction demands with practical, business-minded judgment. Our work is grounded in a thorough understanding of agent and trustee responsibilities, including the need to balance contractual limitations, operational considerations and transaction momentum.

Our attorneys bring decades of dedicated experience in corporate trust and agency matters, including helping shape benchmark credit agreement and trust indenture language used throughout the market. We help clients evaluate complex documentation and anticipate potential issues while confidently advising on matters of risk.

When broader issues arise, we collaborate across Holland & Knight's Bankruptcy, Restructuring and Creditors' Rights, Financial Services, Latin America and Project Finance practices, providing clients access to the coordinated resources of a global law firm with deep experience in complex financial transactions. Our team also advises clients on the acquisition and sale of corporate trust businesses, an increasingly important capability as consolidation continues to reshape the institutional agency and trustee landscape.

We also regularly share our experience through tailored seminars on corporate trust and loan agency matters, including considerations in cross-border transactions. These sessions give in-house legal, risk and operations teams practical guidance they can apply to the transactions they administer.

Managing Risk Throughout the Transaction Life Cycle

Corporate trust and agency matters rarely end at closing. We partner with agents and trustees from origination through amendments, defaults and workouts, restructurings and insolvency proceedings, providing continuity across the full transaction life cycle.

That continuity helps preserve institutional knowledge, identify downstream issues and support informed decision-making at each stage of a transaction. Whether counseling an administrative or collateral agent, trustee, or collateral or document custodian escrow agent or depositary, we understand the responsibilities, limitations and risk considerations that come with each role.

When needed, our team works closely with Holland & Knight's Bankruptcy, Restructuring and Creditors' Rights attorneys, leveraging our familiarity with the underlying transaction to help institutions address defaults, enforcement actions, restructurings, DIP financings, insolvency proceedings and related creditor issues with informed context and coordinated strategy.

Practical Judgment Keeps Transactions Moving

Clients count on corporate trust and agency counsel to facilitate transactions without exposing them to unnecessary risk. Our lawyers proactively identify issues that require attention or escalation early so they can be addressed before they delay closing or create complications.

We focus on the provisions and risk points that matter most to trustees, agents and institutional service providers, drawing on deep familiarity with credit and intercreditor agreements, security and collateral documents, trust indentures and other standard documentation. Our work extends beyond documents to investing the time needed to thoroughly understand each client's business, internal processes and risk tolerances, as well as the regulatory landscape. Doing so enables us to tailor our advice not only to the transaction documents but also to the practical realities of implementing and administering each transaction over time. Recognizing that these documents continue to govern the parties' rights and obligations after closing, we help clients identify issues that may affect agents and trustees throughout the life of a transaction.

Our team is structured to support clients across substantial volumes of institutional trust and agency transactions, advising on documentation and ongoing, time-sensitive administrative needs. Clients view us as trusted extensions of their in-house legal and risk teams, with the judgment and responsiveness needed to handle demanding requests, identify issues for escalation and make informed decisions when timing is critical.

Cross-Border Experience Supports Complex Global Transactions

Holland & Knight brings meaningful experience to institutions involved in complex cross-border agency and trustee matters, particularly across Latin America and global capital markets. Our lawyers have represented agents and trustees in significant transactions across Mexico, Panama, Brazil, Chile, Argentina and other key markets.

Through our Latin America, project finance and broader financial services capabilities, we support sophisticated financing structures involving infrastructure, energy, transportation and other major assets. Our bilingual and bicultural capabilities, regional knowledge, and understanding of U.S. and international financing structures help you navigate the legal and commercial complexities of cross-border transactions.

Our work includes high-stakes financings, restructurings and capital markets transactions, including matters recognized by leading industry publications.

Approach Your Next Matter with Confidence

Holland & Knight's Corporate Trust and Agency Services Team provides the guidance, transaction familiarity and judgment institutions need to navigate financing transactions, successor agency matters, amendments, defaults, workouts, restructurings, DIP financings, insolvency issues and corporate trust business acquisitions with confidence.

For guidance on corporate trust matters, please contact Adam Jachimowski or Peter Baumgaertner. For agency services matters, please contact Joshua Spencer, Anastasia Sotiropoulos or Daniel Brown.

Representative Engagements

  • Represented third-party institutions acting as administrative agents, collateral agents and in other capacities – including Alter Domus, Kroll Agency and Trustee Services (U.S.), SRS Acquiom, Deutsche Bank, U.S. Bank and Citibank N.A., as well as TMF Group in New York, Brazil and Colombia – in more than 1,500 loan transactions, advising on loan documentation, amendments, waivers and consents, payoffs, enforcement actions, restructurings, debtor-in-possession (DIP) financings and bankruptcy proceedings
  • Represented Alter Domus in a nationally recognized restructuring of The GEO Group's debt encompassing more than $1.8 billion in broadly syndicated credit facilities secured in part by mortgages encumbering 55 properties across 16 states, with an aggregate value of approximately $1.7 billion; recognized by The M&A Advisor as Restructuring of the Year ($1B to $5B) for 2023
  • Represented Alter Domus as administrative and collateral agent in a $600 million term loan facility to Yellow Corp., secured by thousands of trucks and other vehicles; following Yellow Corp.'s 2023 Chapter 11 bankruptcy filing, represented Alter Domus as administrative and collateral agent in a junior secured, super-priority DIP credit facility, including negotiating the DIP facility, reviewing the interim and final DIP orders, and performing other actions to preserve and maximize value for the lender group
  • Represented Alter Domus as administrative and collateral agent in a first-in, last-out asset-based tranche B term loan facility to Revlon Consumer Products; following Revlon's 2022 bankruptcy filing, assisted Alter Domus with a review of the DIP motions and coordination with the tranche B term lenders, including the retention of litigation counsel and a financial advisor, in support of efforts to obtain additional adequate protection for the tranche B term lenders
  • Representing a U.S. financial institution acting as administrative agent, collateral agent and depositary bank under a $700 million joint bridge and syndicated credit facility extended for the acquisition of one of Panama's leading banking institutions
  • Represented Deutsche Bank Trust Company Americas as facility agent and collateral agent in a $10 billion syndicated margin loan agreement to a SoftBank Group affiliate based on privately issued shares of OpenAI
  • Represented Deutsche Bank Trust Company Americas as administrative agent, collateral agent and depositary bank in multiple project financings and warehouse financing facilities for U.S. solar project and battery storage developers, including Cypress Creek Renewables, D. E. Shaw Renewable Investments (DESRI), Pattern Energy and Invenergy
  • Represented Deutsche Bank Trust Company Americas as administrative agent in the restructuring of several solar portfolios developed by Pine Gate Renewables
  • Represented Deutsche Bank Trust Company Americas as trustee and collateral agent related to the bankruptcy of affiliates of Grupo R that issued bonds secured by a fleet of deepwater oil drillships located off the Mexican coast
  • Represented TMF Group as facility agent and the related special purpose financing vehicle in a complex securitization of electric generator receivables supported by payment obligations issued by the Chilean government
  • Represented UMB Bank in an export prepayment facility with Brazil's J&F S.A., an affiliate of JBS S.A., the world's largest meat packing and food processing company
  • Represented UMB Bank as administrative and collateral agent regarding syndicated credit facilities to fund the construction and operation of Fasano-branded hotels in New York and Miami
  • Represented UMB Bank as administrative agent in the $6.2 billion financing managed by Mexico Infrastructure Partners for the acquisition of 12 combined-cycle gas turbine plants and one wind farm from Iberdrola S.A.; LatinFinance named this deal – a collaboration between the firm's U.S. and Mexico offices – its deal of the year in energy and structured finance for 2024

  • Representing Deutsche Bank as trustee's counsel in Brightline Florida's tax-exempt and taxable bond financings and loan restructurings since 2015
  • Representing Deutsche Bank as trustee's counsel in Brightline West's tax-exempt bond financings for a high-speed rail project spanning Las Vegas to Los Angeles
  • Represented multiple trustees and collateral agents in a series of bond offerings and credit facilities in a massive liability management exercise that restructured $15 billion of outstanding debt and was one of the largest amend-and-extend transactions in the telecom sector at the time
  • Representing a U.S.-based trustee and collateral agent in a $300 million senior secured bond offering issued by one of the largest wholesale distributors of building products in the U.S.
  • Represented Deutsche Bank in the sale of substantially all of its municipal bond trust business to U.S. Bank
  • Represented a major New York-based bank in the acquisition of a major Florida bank's corporate trust business
  • Representing a U.S.-based trustee and collateral agent on a series of ongoing convertible and secured bond offerings secured by domestic and foreign assets of an entertainment company and its subsidiaries following settlement of a bondholder litigation resulting from a liability management exercise whereby creditors claimed collateral was "dropped down" from certain transactions to secure and promote junior creditor financings
  • Representing U.S. and European trustees and agents in several ongoing domestic and international commercial paper and medium-term note programs offered by other banking and financial institutions
  • Represent all major and regional banks as trustee's counsel regarding the country's leading tender option and municipal bond securitization programs, including representing the corporate trust industry in preparing program documents used in this market