I help my financial institution clients navigate complex transactions, contract interpretation, restructuring, defaulted and distressed transactions, fiduciary obligations, regulatory compliance and risk management for their Corporate Trust and Agency businesses in domestic, cross border and global transactions. I have a deep understanding of the Corporate Trust business and of Corporate Trustee’s and Agent’s relationship with their clients and investors, enabling me to bring sophisticated analysis and creative, practical problem solving skills to assist my clients with their unique legal issues.
Mark Jutsen has dedicated his practice to corporate finance representing banks as Corporate Trustee, Collateral Agent, Escrow Agent, Administrative Agent and numerous other agency capacities, and as Custodian in a broad range of debt capital markets, project finance and lending transactions across all product lines. Mark has a particular focus on representing Trustees and Collateral Agents in secured corporate debt transactions and project finance. This experience is enhanced with his background at a top tier New York firm representing Issuer and Underwriters in debt capital markets deals giving him a deep understanding of deal structures and the relationship of the Trustee and Agent to other parties on the deal, and the unique role of Trustees and Agents. His practice covers domestic, cross border and global transactions. Mark is admitted in the Australia (New South Wales) as well as in New York. Mark also has extensive experience in asset backed securitization including motor vehicle securitizations, residential MBS, securitization of unique assets and document custody. Mark also has a background in bank lending and represents the loan agency business of banks.
Mark’s practice focuses on new deal engagements, ongoing deal administration, dispute resolution, restructuring and defaults, covering all types of financial products for the life of the deal. Product areas and matters covered include:
- Secured and unsecured corporate debt offerings
- Domestic and Foreign Collateral
- TIA qualified and exempt financings and private placements
- Corporate debt restructuring
- Project finance sovereign debt offerings
- Securitizations (RMBS, ABS, corporate repackaging and resecuritizations)
- Escrow agreements
- Loan Agency
- Medium Term Notes, Covered Bonds and Commercial Paper Programs
- Municipal debt
- Indian and Gaming
- Ethanol plant financing and restructuring
Mark advises on developing and updating precedent for his corporate trust clients and advising them on regulatory compliance and risk management issues.
Mark understands his client’s business and the importance of the customer relationship and responding to his client’s needs.
Secured Corporate Debt
- Represented financial institutions as Trustee, Collateral Agent, Escrow Agent, Disbursement Agent, Paying Agent and other similar roles in connection with billions of dollars of notes secured by all types of collateral in the United States and multiple foreign jurisdictions in the financial institution, coal mining, energy, food and beverage, agriculture, chemical, vacation property, gymnasium, NFL team, healthcare, REIT, rail, telecommunications, cable television, computer and high tech, publishing, cosmetics, sporting goods, gaming and casino, cruise liner and domestic and international shipping industries, among others.
- Represented Trustee and Collateral Agent in connection with offering of $425,000,000 First Lien Senior Secured 144A / Reg. S Notes guaranteed by the issuer’s parent, issued by a manufacturer of auto parts.
- Represented Trustee and Collateral Agent in connection with the offering of $225,000,000 First Lien Senior Secured 144A / Reg. S Notes issued by one of the largest U.S. casino and gaming companies.
- Represented Trustee, Collateral Agent and Escrow Agent in connection with the escrow offering of $1,250,000,000 Second-Priority Senior Secured 144A / Reg. S Notes issued by a national vehicle transporter.
- Represented Trustee and Collateral Agent in connection with the offering of $200,000,000 Secured Second Lien notes by a major U.S. paper and cardboard materials manufacturer.
- Represented Trustee and Collateral Agent in connection with the offering of $725,000,000 Senior Secured First-Priority Notes for an international home video chain. Collateral included real property mortgages and pledges of foreign collateral in multiple jurisdictions. Also advised on related restructuring matters.
- Represented Trustee and Collateral Agent in connection with the offering of $650,000,000 Senior Secured First-Priority and Second-Priority Notes for a public REIT investing in hotel properties managed by major international hotel chains. Collateral included a large number of real property mortgages in multiple jurisdictions.
- Represented Collateral Trustee in connection with the offering of $1,000,000,000 Senior Secured Notes by the largest global distributor of pipe, valves and fittings to the energy industry.
- Represented Collateral Trustee in connection with the offering of $500,000,000 Parity Lien and Priority Lien Secured Notes issued by the largest privately owned coal company in the United States.
- Represented Indenture Trustee and Collateral Agent in connection with the offering of billions of dollars of 144A / Reg. S First Priority Ship Mortgage Notes. The collateral included cargo tankers flagged in multiple foreign jurisdictions.
- Represented Collateral Trustee in connection with the offering of $700,000,000 Senior Secured Notes issued by one of the largest owners and operators of freight railroads in North America.
- Represented Trustees, Collateral Agents, Escrow Agent, Disbursement Agents and other agents on multiple large project finance matters and first and second priority high yield notes offerings (many transactions, representing billions of dollars in principal amount) for several of the United States’ largest casino and gaming companies.
- Represented Trustee Collateral Agent and Disbursement Agent in connection with the offering of $450,000,000 First Priority Senior Secured Notes by Indian Tribal Authority. Proceeds were used for the construction of a Casino. I have worked on several significant tribal note offerings and resolution of disputes in connection with tribal note offerings.
Convertible and Exchangeable Notes:
- Represented financial institutions as Trustee and Conversion Agent in connection with multiple convertible and exchangeable notes offerings.
Commercial Paper, MTN, Covered Bonds:
- Represented financial institutions as Fiscal and Paying Agent and various other agency capacities in connection with cross border Covered Bond Programs of foreign banks, Commercial Paper Programs and Medium Term Notes Programs.
- Represented financial institution in various agency capacities in connection with the $5,000,000,000 Global Covered Bonds Program of a Canadian bank.
- Represented financial institution as Trustee in connection with several Tax Exempt Revenue Bond offerings for a Wyoming power authority.
- Represented financial institution as Trustee in connection with multiple note offerings by a public utility incorporated in the State of Washington including the offering of $325,000,000 First Mortgage Electricity and Gas Bonds.
- Represented financial institution as Trustee in connection with multiple note offerings by a public utility incorporated in the State of Colorado including $400,000,000 First Mortgage Bonds.
- Represented Trustee for issuance of $4,587,000,000 in Notes in connection with a bankruptcy settlement by one of the world’s largest auto manufacturers in favor of union benefits trust.
- Represented financial institution as Trustee, Collateral Agent and Escrow Agent in connection with restructuring debt obligations of two Ethanol plants.
- Represented financial institution as Trustee for second lien holders of $735,000,000 in notes, in connection with Chapter 11 filing by a technology company. Please see link to article in "The Deal Pipeline."
MBS, ABS and Structured Finance:
- Represented financial institution as Administrative Agent, Collateral Agent and Titling Registrar in connection with the offering of billions of dollars of Auto Lease Trust Notes issued by one of the world’s largest automobile companies.
- Represented Trustees and agents in connection with billions in principal amount of notes backed by RMBS, resecuritizations of RMBS, corporate repacs, tax credits, CLOs, CDOs, Credit Default Swaps, synthetic structures and fund of funds.
- Represented Trustees advising on 2008 financial crisis issues including counterparty downgrades, ISDA Agreements and residential mortgage repurchase obligations.
- Represented financial institution as Collateral Agent in connection with a $375,000,000 Term Loan and Revolving Credit Facility.
- Represented financial institution as Collateral Agent in connection with a $250,000,000 Term Loan.
News & Resources
- Panelist on presentations and training seminars to corporate trust clients on Regulation AB and structured finance notes offerings.
- Panelist on ABA Capital Markets (Trust Management) Seminar about Regulation AB and structured finance notes offerings (April 2007).
- Presentation to corporate trust client’s bank officers, managers and legal department on the role of Collateral Agents in secured domestic notes offerings on the role of the Collateral Agent in domestic notes offerings (October 2009).
- Presentation to corporate trust client’s bank officers, managers and legal department on the role of Collateral Agents in secured international and cross border notes offerings (June 2010).
Industries & Practices
- Banking & Financial Institutions
- Bankruptcy & Financial Restructuring
- Capital Markets
- Corporate Trust Services
- Development & Infrastructure
- Financial Services Regulatory
- Indian & Alaska Native
- Latin America
- Lending Transactions
- Project Development & Finance
- Public Finance
- Public-Private Partnerships