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Terence J. Cloney

Of Counsel
+974.4424.6111
Fax +974.4424.6101
Terence J. Cloney is of counsel in the firm’s Doha office. He is a member of the banking and asset finance group and focuses his practice on corporate, securities, and commercial transactions, as well as transactions and matters involving Saudi Arabia.

Mr. Cloney has more than 30 years experience in New York, Hong Kong, Singapore, Chicago, metropolitan Washington, D.C. and Saudi Arabia in leading law firms and public companies. His practice has been heavily concentrated on cross-border financial, securities, corporate and commercial transactions. His clients have included major corporations and financial institutions in the United States, the Middle East, Europe and Asia, as well as closely-held companies and start-ups, in a wide range of industries.

Professional Background

Prior to joining K&L Gates, Mr. Cloney was an international legal counselor at a prominent law firm in Saudi Arabia for six years. He was previously Vice President and Associate General Counsel at a leading U.S.-based finance company, held a management position in the legal department of a very large U.S. financial institution, and was a partner in two large U.S. law firms.

Professional/Civic Activities

Mr. Cloney has been listed in “Who’s Who in America” and “Who’s Who in the World” and “Who’s Who in American Law”.

Speaking Engagements

Mr. Cloney has spoken on legal topics at conferences in Singapore, Chicago and Mexico City.

Additional Information

Publications

Mr. Cloney has published articles on lender liability for termination of financing, legal aspects of swaps and Saudi Arabian securities law.
Securities Matters: Representation of issuers, underwriters, credit enhancers, liquidity providers and purchasers of debt and equity securities, including convertible securities, securities having embedded derivatives, put bonds, auction rate securities, securitizations, private placements and commercial paper programs, in global and U.S. transactions, including:

  • More than 20 public offerings of securities registered with the U.S. Securities and Exchange Commission, or SEC, including acting as issuer’s counsel on the first SEC registration of the securities of a Turkish issuer in two SEC-registered exchange offers for notes originally issued on a Rule 144A/Regulation S basis (which registrations required obtaining a ground-breaking exemption from the Investment Company Act).
  • More than 20 offerings of debt securities in the European Economic Area, Switzerland and Australia under a Medium Term Note Program pursuant to a Prospectus Directive-compliant Prospectus.
  • More than 20 public offerings of bonds issued under various exemptions from SEC registration, a number of which financed construction or power projects and involved conduit structures.
  • More than 20 public offerings of real estate mortgage investment conduit, or REMIC, securities issued by a U.S. government-sponsored enterprise, or GSE.
  • Supervising the team of lawyers in the legal department of a very large financial institution which represented the institution in its global debt issuance program and which closed more than 100 debt offerings in an aggregate amount of in excess of US$150 billion.
  • Various institutional private placements by established companies and placements by a technology-driven start-up.
Bank Financing Transactions: Representation of U.S., Middle Eastern, European and Asian banks as agent, lender and/or letter of credit issuer in a wide range of syndicated and single-bank secured and unsecured financings, including asset-based loans, ship and aircraft financings, lease financings, sovereign lending, private and public sector debt restructurings, and standby, direct-pay and commercial letter of credit transactions.  The number of transactions as principal lawyer with drafting and negotiating responsibilities approximates 100, of which syndicated transactions representing the agent and lending group account for about 35 transactions. The majority of these were cross-border financings. 

Related work includes representation of a non-bank finance company as sole lender in a series of large, highly-negotiated secured financings (each being in excess of US$2 billion in amount) and representation of borrowers in numerous bank financings.

Aircraft Transactions: Representation of aircraft owners (including a large airline and an aircraft leasing company), lessors, lessees and financial institutions in commercial and corporate aircraft transactions, including aircraft purchases and sales, operating, finance and synthetic leases, and mortgage loan financings.  Representative matters include:

  • Representing a NYSE-listed Fortune 500 company in connection with (1) the synthetic lease financing of its corporate jet fleet with a group of banks and (2) the sale of two jet aircraft.
  • Representing a large U.S. airline as to (1) sales of several 747 and 737 aircraft to purchasers in the Philippines and Brazil and (2) an operating lease of a 747 aircraft with The Boeing Company.
  • Representing a U.S. aircraft leasing company in (1) the purchase of two 737 aircraft and assumption of  the related bank financings and operating leases and (2) the formation of a special purpose company, its private placement of equity, the company’s purchase of a 737 aircraft, and the assumption and restructuring the related bank financing.
  • Representing several Central European clients in connection with structuring the acquisition of, purchasing and financing a number of U.S.-registered aircraft.
  • Representing the bank group in the restructuring of the secured debt of a U.S. airline, including drafting and negotiating the bank restructuring agreement and related aircraft mortgage and other security documents.
M&A—Joint Ventures—Venture Capital—Private Equity:  Examples of experience in these areas include:

  • Representing a NYSE-listed U.S. multinational in connection with (1) its acquisition of a group of companies in Northern Europe (the transaction was disrupted by a CEO-level disagreement on price after completion of due diligence and negotiation of the acquisition agreement) and (2) the establishment of a joint venture in Hong Kong.
  • Representing a U.S. manufacturer of electrical components in the acquisition of the U.S. and U.K. operations of an Australian manufacturing group.
  • Representing a French-owned U.S. company in a joint venture and technology licensing arrangement with a Saudi Arabian conglomerate to develop a technologically-advanced food-testing business.
  • Representing a London Stock Exchange-listed U.K. company in connection with its proposed acquisition of a significant U.S. defense contractor (the transaction was disrupted after September 11, 2001 following months of intensive due diligence and negotiation of the purchase agreement).
  • Representing a Saudi Arabian insurance company in the acquisition of a significant minority interest in a Saudi Arabian residential finance company.
  • Establishing two offshore investment funds and representing them in their private placement of equity with U.S. and global investors to fund an investment in a European telecoms company.
  • Establishment and ongoing representation of a technology-based start-up in connection with its private placement of equity, its shareholders’ agreement, the negotiation of a product development agreement, and other matters.
  • Representing a European multi-lateral development financing institution in the creation of an investment fund to make equity investments in development-stage companies in an Eastern European country.
Swaps and Derivatives: Representation of financial institutions and corporate users in connection with interest rate, currency, equity and debt swaps under ISDA forms and under negotiated bespoke agreements.  Relevant experience in this area includes:

  • Managing the swaps team in a very large financial institution that closed more than 100 transactions linked to its global debt issuances.
  • Representing an investor-owned utility in the implementation of an energy-focused swap program, including development of model best practices and negotiation of a series of ISDA Master Agreements with institutional counterparties.
  • Representing a bank that acted as the qualified professional asset manager, or QPAM, in one of the first swaps done via a QPAM under ERISA to enable a pension fund to gain exposure to equities traded on a number of global stock exchanges.
  • Representing a large state pension fund in a series of swaps with institutional counterparties.
  • Representing several commodity and currency trading hedge funds in negotiating their ISDA Master Agreements with institutional counterparties.
Restructurings and Reorganizations: Representation of creditors, debtors and financial advisors in public and private sector debt restructurings, workouts and reorganizations, typically involving intense and complex negotiations in difficult circumstances over a protracted period of time. Engagements in this area  include:

  • Representation over a period of more than four years of an Australian bank as a major creditor (having a claim of US$65 million) in the bankruptcy of a power generation and transmission company, including negotiation of three plans of reorganization, two of which were confirmed by the bankruptcy court.
  • Representation of the trustee in the restructuring of mortgage-backed securities issued by a REMIC, most of the mortgages of which were in default.
  • Representation of a financially-distressed chain of nursing homes with 40 locations in 12 states in negotiations with representatives of its five publicly-issued bond issuances and lessors under long-term leases of a number of its properties.  
  • Representation over a period of about five years of a money center bank that was a member of the official bank steering committee for the rescheduling of the Philippines debt in connection with the restructuring of the sovereign and private sector debt of a number of Philippine obligors.
  • Representation of a group of more than 30 European, Middle Eastern, Japanese and North American banks that were creditors of a Brunei bank when it was closed by the Sultan of Brunei following its involvement in fraudulent practices, ultimately culminating in full recovery by the banks.
  • Representation of a foreign bank creditor in the financial and management restructuring of a Thai leasing company that collapsed as a result of fraud by controlling shareholders that used borrowed funds in unrelated businesses. 
Saudi Arabia Transactions:

  • Representing investors making direct investments in Saudi Arabia by acquiring or investing in Saudi companies, establishing new Saudi companies, or entering into joint ventures.
  • Advising numerous offshore investment funds and fund managers, securities issuers, banks and other institutions and a credit rating agency as to the securities laws of Saudi Arabia in relation to the private placement of securities with investors in the Kingdom, insider trading, securities business licensing, application of the Mergers & Acquisitions Regulations and other Capital Market Authority issues.
  • Acting as an Expert as to matters of Saudi Arabian securities and corporate law in a case before the High Court of Justice, Queen’s Bench Division, Commercial Court, London.
  • Advising a Gulf-based company under the Mergers and Acquisitions Regulations and Market Conduct Regulations as to its evaluation of the acquisition of a listed Saudi company.
  • Advising several offshore aircraft and aircraft engine financiers and lessors in connection with financing transactions, regulatory matters and rights and remedies following default.
  • Advising foreign companies as to commercial relationships with Saudi parties, such as distributorships, commercial representation agreements, leases and intellectual property licensing.
  • Representing foreign bank creditors in litigation to recover substantial sums owed by Saudi debtors resulting in judgments exceeding US$1 billion.