Morris Manning & Martin, LLP

Commercial Finance

Morris, Manning & Martin has a broad Commercial Finance Practice (including non-traditional credit areas) representing banks, investment funds and other financial institutions. We assist our clients in transactions providing debt capital, including syndicated and single-lender senior secured and unsecured credit facilities, real estate and other asset-based financings, mezzanine loans and other forms of junior financing, agency lending, government guaranteed loans, traditional bank financings and other types of debt financing. Additionally, our lawyers assist Commercial Finance clients with workouts, restructuring and other types of loan modifications. The practice has been listed as a premier banking & finance practice by Chambers USA, a leading legal services ranking organization, since 2007.

Traditional Bank Representation

Morris, Manning & Martin’s Commercial Finance lawyers represent leading multinational financial institutions, regional banks and community banks in their lending activities. Members of our finance group are knowledgeable in a wide variety of transactions, including conventional commercial transactions, construction loans, term loans, real estate, asset-based lines of credit and other secured loans. Additionally, we assist our traditional banking clients with loan sales, modifications, foreclosures and participations.

Senior Financing - Syndicated and Single-Lender Transactions

Our lawyers represent administrative agents, collateral agents, lead arrangers and book runners in syndicated senior secured and unsecured financing transactions in a variety of industries. These types of transactions range from acquisition financing to revolving and term loans to highly structured multi-lien transactions. By being apprised of the latest industry trends and having practical experience closing hundreds of syndicated and single-lender transactions, we are able to assist our lending clients with structuring, documenting and ultimately closing these transactions.

CMBS, Mezzanine and Other Structured Products

We represent a variety of lenders originating highly structured real estate loans destined for securitization and other sectors of the capital markets. We have closed hundreds of conduit loans secured by all types of asset classes, including retail, hospitality, multifamily, office, mixed-use, condominiums and mobile home facilities. Our team has experience with A/B structures, tenants-in-common, floating rate loans, hyper-amortization and other types of structured transactions. Additionally, our team works with lenders to structure and close mezzanine and other subordinated debt financings such as "B" notes or similar junior participations in securitized loans. Our team draws upon its experience to address situations ranging from intercreditor issues to matters impacting rating agencies review and approval. From the initial loan application through the securitization or other secondary market disposition of a loan, the members of the Commercial Finance Practice provide insight and practical advice required to successfully close transactions in today’s market.

Government Insured Loans (including SBA, FHA and USDA)

The members of the Commercial Finance Practice have extensive experience with loans guaranteed or insured by the Federal government. Our team of lawyers and paralegals has decades of combined experience and has represented many of the nation’s largest lenders in transactions across the country. Our team has developed specialized skills in the government’s policies and procedures and a clear understanding of the complexities involved with these types of loans. Our SBA team generally closes more than 100 loan transactions each year, with property types ranging from independent pharmacies, veterinary hospitals, funeral homes and crematories, and dental offices to hotels, wedding and event facilities, breweries, convenience stores, quick-service restaurants, and other small businesses. The attorneys on our FHA team have in depth knowledge of and experience in the HUD’s multifamily, senior housing, healthcare and hospital financing programs. Our team has worked with both the U.S. Department of Housing and Urban Development’s Office of Healthcare Programs and Office of Multifamily Housing Programs, and we are familiar with all of their construction and permanent lending programs. Our Commercial Finance lawyers are also familiar with the USDA Section 538 Guaranteed Rural Rental Housing Program and regularly assist our lending clients with developing processes and procedures that ensure our lending clients’ loans comply with government regulations.

Agency Lending - Freddie Mac® and Fannie Mae®

Freddie Mac® Seller-Servicers and Fannie Mae® DUS lenders across the country can trust the skilled team at Morris, Manning & Martin, LLP, with transactions originated under their product lines. Our attorneys have closed hundreds of loans under the Fannie Mae® and Freddie Mac® multifamily mortgage programs, including standard fixed rate and variable rate loans, acquisition upgrade and acquisition rehabilitation loans, streamlined refinances, supplemental loans, and forward commitments for new construction or rehabilitation, as well as bond credit enhancements. Our attorneys have particular experience working with the Multifamily Division of Freddie Mac®, including immediate cash deliveries, early rate lock transactions and credit enhancement transactions, and the team regularly represents Freddie Mac® lenders in multifamily conventional and affordable loan programs.

Franchise Lending - Restaurant and Convenience/Gas

The Commercial Finance Practice has developed a unique skill set tailored to represent lenders in the often complex franchise lending arena. We have significant experience in transactions involving dozens of quick service or casual dining franchises, as well as convenience and gas facilities. With often more than 50 collateral sites involved, we understand the importance of assembling a team of experienced attorneys, paralegals and other staff members to insure each closing is handled proficiently and economically. We are often called upon to work directly with large franchisors to address franchise and lease provisions that are not in favor of lenders. Whether funding an acquisition, recapitalization or a sale/leaseback, our team has a breadth of knowledge and experience to expertly guide lenders through the closing process.

Commercial Loan Servicing

MMM’s lawyers have represented servicers and special servicers throughout the U.S. in all aspects of performing and distressed CMBS, Fannie Mae, Freddie Mac, HUD and FHA loans, including loan assignments, restructuring of debt, enforcement proceedings and foreclosures, as well as other risk management and litigation issues. We also advise lenders and servicers on Inter-creditor Agreements, Pooling and Servicing Agreements, and other third party and investor relation issues. We handle condemnation and eminent domain proceedings as well as issues arising in the servicing of construction loans, particularly construction loans originated under FHA’s Multifamily and healthcare programs under the HUD 221(d)(4), 232 and 242 programs. Our Servicing team possesses a thorough knowledge of the responsibilities of FHA multifamily and LEAN lenders, Freddie Mac Seller-Servicers, and Fannie Mae DUS lenders. Due to this expertise, FHA lenders and servicers frequently seek the advice of MMM attorneys on guidance relating to the MAP Guide and applicable HUD statutes and regulations; the team’s experience working with both HUD’s Office of Healthcare Programs and the Office of Multifamily Housing Programs is an asset in these transactions.

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Areas of Expertise

Commercial Lending

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Commercial Lending

Trust your sophisticated real estate transactions to the Commercial Lending team at Morris, Manning & Martin. Our practice is often listed as a premier banking & finance practice in the state by Chambers USA, a leading legal services ranking organization. We represent entities across the United States that are engaged in complex commercial property financing.

Core Competence

For over 30 years, business clients seeking expertise in commercial financing have turned to us. We have built our firm on proficiency in sophisticated commercial property transactions tied closely to complementary core practices of real estate law and litigation. Our experience and depth provide our clients with comprehensive representation on all commercial finance matters. We safely and successfully guide our clients -- from Fortune 500 companies to financial institutions, from developers to investors -- through multijurisdictional deals involving numerous parties. We know the landscape of such complex transactions, enabling our lawyers to lead clients along the clearest path to meeting financial needs. Our success is attributable to:

  • Market understanding and knowledge of credit market conditions and practices.
  • Dedicated transaction teams focusing on credit transactions, including structuring, due diligence, documentation, lien creation and perfection, bankruptcy, subordination, equity participations and related matters.
  • Well-grounded familiarity with lender regulatory issues such as those relating to banking laws, investment company laws, investment advisor laws, securities laws, bankruptcy, tax matters, ERISA, fraudulent conveyances and usury laws.

Leaders in Financing

At each stage of the process our clients need a proficient legal partner to protect their interests. Asset-based lending requires creative structuring to fully capitalize on the borrower’s strengths. Multistate, multi-interest financing presents unique challenges to adequately fund operations that bring returns to all parties. Whether working with a corporate borrower who is lining up financing from many lenders or green-lighting dozens of construction projects across the U.S. with a secured credit facility, our lawyers are leaders in identifying the most effective mechanisms and clearest transaction paths. Through thousands of loans involving billions of dollars, our Commercial Lending team has helped clients build office towers, shopping malls, planned communities and industrial properties.

Innovative and Efficient

Everyday we provide clients with market-leading legal assistance with acquisition, construction, franchise, mezzanine, unsecured, securitized, syndicated and tax credit financings. We deliver these services efficiently and responsively by tailoring our work to our clients’ needs. Team-oriented lawyers bring complementary legal disciplines when necessary, and approach all of our clients’ legal requirements with an eye on the bottom line. We design and close deals that give borrowers the credit facilities they seek and provide lenders with the securities or asset portfolios that match their risk appetite. From structuring to term sheet to closing, rely on the Commercial Lending lawyers at Morris, Manning & Martin for counseling excellence.

Key Services:

  • Real Estate Construction and Permanent Financing
  • Secured & Unsecured Credit Facilities
  • Structured Finance
  • Acquisition Financing
  • Asset-based Loans
  • Franchise Lending
  • Letters of Credit and Other Liquidity Support Devices
  • REIT Portfolio and Other Portfolio Financing
  • M&A Transactional Lending
  • Mezzanine Financing
  • Rate Swaps, Caps, Floors and Other Derivatives
  • Commercial Mortgage-Backed Securities
  • Tenant-in-Common Structures
  • A/B Structures
  • Syndicated Lending, “Club Deals” and Participations

 

Commercial Real Estate Finance

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Morris, Manning & Martin has a broad Commercial Real Estate Finance Practice (including non-traditional credit areas) representing banks, investment funds and other financial institutions. We assist our clients in transactions providing debt capital, including syndicated and single-lender senior secured and unsecured credit facilities, real estate and other asset-based financings, mezzanine loans and other forms of junior financing, agency lending, government guaranteed loans, traditional bank financings and other types of debt financing. Additionally, our lawyers assist clients with workouts, restructuring and other types of loan modifications. The practice has been listed as a premier banking & finance practice by Chambers USA, a leading legal services ranking organization, since 2007.

Senior Financing – Syndicated and Single-Lender Transactions

Our lawyers represent administrative agents, collateral agents, lead arrangers and book runners in syndicated senior secured and unsecured financing transactions in a variety of industries. These types of transactions range from acquisition financing to revolving and term loans to highly structured multi-lien transactions. By being apprised of the latest industry trends and having practical experience closing hundreds of syndicated and single-lender transactions, we are able to assist our lending clients with structuring, documenting and ultimately closing these transactions.

CMBS, Mezzanine and other Structured Products

We represent a variety of lenders originating highly structured real estate loans destined for securitization and other sectors of the capital markets. We have closed hundreds of conduit loans secured by all types of asset classes, including retail, hospitality, multifamily, office, mixed-use, condominiums and mobile home facilities. Our team has experience with A/B structures, tenants-in-common, floating rate loans, hyper-amortization and other types of structured transactions. Additionally, our team works with lenders to structure and close mezzanine and other subordinated debt financings such as "B" notes or similar junior participations in securitized loans. Our team draws upon its experience to address situations ranging from intercreditor issues to matters impacting rating agencies review and approval. From the initial loan application through the securitization or other secondary market disposition of a loan, the members of the Commercial Finance Practice provide insight and practical advice required to successfully close transactions in today’s market.

Freddie Mac and Fannie Mae

Freddie Mac® and Fannie Mae® lenders across the country can trust the skilled team at Morris, Manning & Martin, LLP, with a variety of transactions originated under their product lines. We have closed thousands of loans under the Freddie Mac® conventional mortgage program, including standard fixed rate and variable rate loans, acquisition upgrade and acquisition rehabilitation loans, streamlined refinances, supplemental loans, and forward commitments for new construction or rehabilitation, as well as bond credit enhancements. We now add to that scope of experience substantial proficiency under the Fannie Mae Delegated and Underwriting Servicing conventional loan program. Our lending group offers extensive breadth and insight into Freddie Mac® and Fannie Mae® transactions. Our attorneys have particular experience working with the Multifamily Division of Freddie Mac®, including immediate cash deliveries, early rate lock transactions and credit enhancement transactions, and the team regularly represents Freddie Mac® lenders in multifamily conventional and affordable loan programs. Our team includes a former director and associate general counsel to Fannie Mae®, who brings over 21 years of experience and perspective to the practice. She has a comprehensive knowledge of Fannie Mae® multifamily products and has also served as a vice president and transaction manager for a Fannie Mae® DUS lender, where her work with underwriters, producers, closers and outside counsel assured successful multifamily loan deliveries and transactions to Fannie Mae®.

Franchise Lending – Restaurant and Convenience/Gas

The Commercial Real Estate Finance Practice has developed a unique skill set tailored to represent lenders in the often complex franchise lending arena. We have significant experience in transactions involving dozens of quick service or casual dining franchises, as well as convenience and gas facilities. With often more than 50 collateral sites involved, we understand the importance of assembling a team of experienced attorneys, paralegals and other staff members to insure each closing is handled proficiently and economically. We are often called upon to work directly with large franchisors to address franchise and lease provisions that are not in favor of lenders. Whether funding an acquisition, recapitalization or a sale/leaseback, our team has a breadth of knowledge and experience to expertly guide lenders through the closing process.

Traditional Bank Representation

Morris, Manning & Martin’s Commercial Finance lawyers represent leading multinational financial institutions, regional banks and community banks in their lending activities. Members of our finance group are knowledgeable in a wide variety of transactions, including conventional commercial transactions, construction loans, term loans, real estate, asset-based lines of credit and other secured loans. Additionally, we assist our traditional banking clients with loan sales, modifications, foreclosures and participations.

Government Guaranteed Loans

The members of the Commercial Finance Practice have extensive experience with government guaranteed loans, with a particular emphasis on Small Business Administration loans. Our team of lawyers and paralegals has decades of combined experience and has represented many of the nation’s largest government guaranteed lenders in transactions across the country. Our team has developed specialized skills in the government’s policies and procedures and a clear understanding of the complexities involved with government guaranteed loans. In addition, our attorneys have an in depth knowledge and experience into the FHA’s multifamily, senior housing, healthcare and hospital financing programs. Our team has worked with both the U.S. Department of Housing & Urban Development’s Office of Healthcare Programs, as well as HUD’s FHA Office of Multifamily Housing Programs, and we are familiar with all of their construction and permanent lending programs. Our Commercial Finance lawyers are also familiar with the USDA’s Rural Housing Programs and regularly assist our lending clients with developing processes and procedures that ensure our lending clients’ loans comply with government regulations.

Commercial Loan Servicing

MMM’s lawyers have represented servicers and special servicers throughout the U.S. in all aspects of performing and distressed CMBS, Fannie Mae, Freddie Mac, HUD and FHA loans, including loan assignments, restructuring of debt, enforcement proceedings and foreclosures, as well as other risk management and litigation issues. We also advise lenders and servicers on Inter-creditor Agreements, Pooling and Servicing Agreements, and other third party and investor relation issues. We handle condemnation and eminent domain proceedings and the servicing of construction loans, including the unique experience of assisting with hundreds of FHA’s Multifamily and healthcare programs such as those under section 221(d)(4), 232 and 242 with a thorough knowledge of the DUS and MAP Guides and the responsibilities of DUS and LEAN lenders. To that end, FHA lenders and servicers frequently seek the advice of MMM attorneys on guidance relating to the Guides and HUD statutes and regulations, and the team’s experience working with both the United States Department of Housing and Urban Development’s Office of Healthcare Programs and HUD’s FHA Office of Multifamily Housing Programs is an asset in these transactions.

Key Services:

  • Senior Financing - Syndicated and Single-Lender Transactions
  • Commercial Loan Servicing
  • CMBS, Mezzanine and other Structured Products
  • FHA and HUD
  • Freddie Mac and Fannie Mae
  • Franchise Lending - Restaurant and Convenience/Gas
  • Traditional Bank Financing
  • Government Guaranteed Loans
  • Note Pool Sales & Acquisitions
  • USDA Rural Housing

Franchising

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Franchisor and Franchisee Representation

Morris, Manning & Martin’s Franchising team excels at providing focused, strategic growth solutions and practical advice to franchisors and franchisees. We provide valuable guidance through set-up, system growth and expansion for franchisors and franchisees. Our client relationships are important to us. We are here to not only to provide counsel on transactional matters, regulatory issues or disputes, but also to offer practical day-to-day counsel to franchise systems and franchisee networks.

Our key franchisor service offerings include:

  • Preparation of franchise systems
    • Corporate structure of holding company, franchising entity, and subsidiaries
    • Preparation of franchise disclosure document and state registrations
    • Preparation of operations manuals
    • Preparation of franchise agreements and exhibits
    • Implementation of agreements with franchisee networks
    • Preparation of area development agreements and structures
    • Renewals and transfer of rights to new franchisee networks
    • Strategies to avoid vicarious liability and other risks
    • Industry guidance for regulatory compliance such as healthcare/environmental
    • Establishment and protection of proprietary marks
  • Mergers & acquisitions
    • Acquisitions of competitor systems
    • Acquisitions of rights and operating units of franchisee networks
    • Sales of company-owned units to franchisee networks
    • Sales of franchise system to private equity groups and other potential buyers
  • Relationships/disputes with franchisees and franchisee associations
  • Company store corporate structure and leasing
  • Financing arrangements
  • Real estate acquisitions
  • Sale leasebacks of real estate
  • Intellectual property protection
  • Data security & privacy
  • Employment

Our key franchisee service offerings include:

  • Negotiation and structure of relationship with franchisor
    • Area Development Agreement review, negotiation, and advice
    • Franchise Agreement review, negotiation, and advice
    • Franchise disclosure document review and advice
  • Corporate Structure
    • Relationship between operator(s) and financial partners
    • Drafting and negotiation of Operating Agreement/Shareholders Agreement
    • Establishment of duties, authority and financial interests in such agreements
    • Entity formation and structure of network
    • Private equity investments
  • M&A
    • Acquisition/Sales of territories in franchise system
    • Acquisition/Sales of single units
    • Sale of territory and units to franchisor or 3rd party purchaser
  • Leasing Negotiations
    • Review and negotiation of leases
    • Ensure Compliance with Area Development Agreements and/or Franchise Agreements
  • Other
    • Employment
    • SBA Financing

Getting Started
For potential franchisors, our team assists business owners in structuring franchise systems, which often includes an initial evaluation of whether a franchise model is the best approach.

If franchising is the "best approach," we work with business owners and their teams with the legal aspects of setting up a franchise system: corporate structuring and financing questions, intellectual property protection and structuring the franchise system and its contractual arrangements in order to fit the business goals. We assist with franchise law compliance and provide training to business owners and the franchisor’s staff to help ensure legal compliance from the beginning.

For franchisees, we assist with the initial corporate structure of the franchisee network to address the relative rights and duties among the partners. Often times, franchisee networks will have financial partners and operating partners with varying obligations, and we assist such networks in documenting these obligations. The corporate structure will always depend on the growth plan for the franchisee network.

We also assist franchisees in negotiating and documenting their relationships with the franchisor. This includes the negotiation of the franchise agreement for each operating unit, as well as negotiation of the area development agreement which governs the growth plan, territorial restrictions and other aspects.

Franchise Disclosure Documents, Initial Franchise Registration and Agreements

As part of the initial planning and structuring, our team will assist in navigating the complexities of compliance, registration and exemptions.

For startup franchises, our attorneys can prepare and review franchise disclosure documents and related agreements, including franchise and area development agreements and the myriad of other agreements that franchise systems often use. In addition, as your system takes shape, our team can assist in:

  • Drafting and review of employment agreements, incentive contracts and operations manuals
  • Real estate and tax issues
  • Non-compete and confidentiality agreements
  • Business succession planning
  • Litigation avoidance and dispute resolution

Trademark and Copyright Services
As with any new business, your intellectual property should be taken into consideration and protected accordingly. Trademarks need to be registered and aggressively protected. We can assist you with registering your trademarks with the U.S. Patent and Trademark Office, counsel you on how to protect your proprietary marks and draft any associated trademark license agreements. We also will help you protect your copyrightable materials.

Established & Growing
Established franchisors and franchisees face traditional legal and business issues, but are also exposed to additional regulations and other legal concerns with far-ranging implications. We can assist with your questions as you grow. From direct franchising agreements to area developer arrangements, we will represent your business’s ongoing interests, building a continuous relationship throughout the life of your business.

Registration Updates & Renewals
For franchisors subject to making renewal filings each year, we help ensure the correct information is updated and filed correctly and on time. State deadlines and requirements for renewal filings vary, and familiarity with those details allows us to keep the franchisors we represent on track. We assist with updates to franchise disclosure documents and other renewal documents to ensure compliance.

Mergers & Acquisitions
We work with private equity firms and other prospective buyers, sellers and investors of franchise systems and franchisee networks to evaluate which franchise systems or franchisee networks are acquisition targets from a franchise law and industry perspective, and help ensure there is sufficient protection in the case of an acquisition. We are involved in the entire process — from the due diligence stage to drafting and negotiating transaction documents.

Regulatory Compliance
Every franchisor must comply with varying state and federal franchise laws, and many franchisors must register their franchise disclosure document depending on which states they desire to sell franchises in.
Our team works with franchisors to make the compliance process as stress-free as possible. Our regulatory compliance work involves evaluating and structuring franchise systems, preparation and review of franchise disclosure documents and assisting with state registrations.

Freddie Mac® & Fannie Mae® Lending

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Morris, Manning and Martin, LLP is recognized throughout the Southeast for our firm’s experience in and knowledge of agency lending, including Freddie Mac® and Fannie Mae® products. Our attorneys integrate strategic business knowledge with balanced legal advice to help achieve and exceed our clients’ goals.

Significant Experience

Freddie Mac® and Fannie Mae® lenders across the country can trust the skilled team at Morris, Manning & Martin, LLP with a variety of transactions originated under their product lines. We have closed thousands of loans under the Freddie Mac® conventional mortgage program, including standard fixed rate and variable rate loans, acquisition upgrade and acquisition rehabilitation loans, streamlined refinances, supplemental loans, and forward commitments for new construction or rehabilitation, as well as bond credit enhancements. We now add to that scope of experience substantial proficiency under the Fannie Mae Delegated and Underwriting Servicing conventional loan program.

Comprehensive Skills

Our Lending group offers extensive breadth and insight into Freddie Mac® and Fannie Mae® transactions. Our attorneys have particular experience working with the Multifamily Division of Freddie Mac®, including immediate cash deliveries, early rate lock transactions and credit enhancement transactions, and the team regularly represents Freddie Mac® lenders in multifamily conventional and affordable loan programs. Our team includes a former director and associate general counsel to Fannie Mae®, who brings over 21 years of experience and perspective to the practice. She has a comprehensive knowledge of Fannie Mae® multifamily products and has also served as a vice president and transaction manager for a Fannie Mae® DUS lender, where her work with underwriters, producers, closers and outside counsel assured successful multifamily loan deliveries and transactions to Fannie Mae®.

Client Focused

Regardless of the size or type of transaction, our lawyers bring unparalleled service and innovative thinking to our clients every day. Combining resources and experience with depth and proficiency, our lawyers take an integrated, comprehensive approach to solving our clients’ lending needs.

Key Services:

  • Affordable loan programs
  • Conventional loan programs
  • Credit enhancement transactions
  • Delegated & underwriting servicing loans
  • Multifamily transactions
  • Taxable & tax-exempt bond credit enhancements

Technology Finance

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Having an understanding of technology businesses can make an important difference when representing institutions in technology finance. Morris, Manning & Martin, LLP has represented technology and technology-driven businesses for more than 25 years, providing our team with extensive depth of experience in the specifics of lending to and for the companies in the technology industry.

Industry Depth

Our technology finance team serves the legal needs of technology companies, lenders, investment funds  and other lending institutions that provide important sources of capital to these companies as they grow. Our experience includes syndicated and single-bank credit lines, acquisition financings, structured finance, and a number of other debt vehicles. In addition to traditional lending transactions, we also routinely represent business enterprises and lenders in transactions involving high-yield notes, convertible notes, convertible exchangeable-preferred stock and other related equity-linked debt securities.

Client-Focused Representation

We understand that technology finance should be a winning business strategy for lending institutions, investors, and borrowers. Our experience in financing transactions of various sizes includes secured and unsecured lines of credit, cash management arrangements, cross-collateralization, mezzanine financing and A/B note structures. In addition to understanding the various legal aspects and intricacies of highly structured transactions, our team focuses on the customer service aspects of the transaction.  We understand that being proactive and facilitating an efficient closing process will reflect positively on our clients and our firm.

Key Services

  • Senior financing (syndicated and single-lender transactions)
  • Mezzanine and other structured products
  • Acquisition financings
  • Structured finance
  • Convertible exchangeable-preferred stock