Firm Overview

Global Transport Practice – Rail

Smith, Gambrell & Russell, LLP (SGR) offers one of the most comprehensive rail and intermodal transportation legal practices globally. Our expertise uniquely combines an extensive track record in rail-related transactions, an ability to handle complex domestic and cross-border legal issues, and deep regulatory knowledge. Our Global Transport Practice represents varied and notable clientele, including rolling stock equipment lessors, transport authorities, financial institutions, agents, lenders, banks, insurers, specialty finance companies, sponsors, borrowers, lessees, portfolio purchasers, and sellers. SGR’s highly experienced rail group offers clients industry-specific, commercially oriented solutions, spanning procurement, financing, retrofitting, operations, and maintenance. Our commitment is to provide end-to-end legal services tailored to address the full spectrum of needs in the rail industry, leveraging our in-depth industry knowledge and multidisciplinary capabilities.

SGR is adept at delivering value across the entire lifecycle of rolling stock, from procurement and finance through operation and disposition. Our practice stands out for its ability to coordinate multi-jurisdictional transactions seamlessly, leveraging the capabilities of our offices in major U.S. and European markets, including Atlanta, Austin, Charlotte, Chicago, London, Los Angeles, Miami, Munich, New York, and Washington, D.C.

Global Outreach

SGR has built one of the longest-standing transportation legal practices in North America, and our footprint extends across the globe. We provide integrated, cross-border advice on multi-jurisdictional transactions involving rolling stock, infrastructure, and complex rail operations. Our Global Transport Practice has the presence and capabilities to address rail matters under U.S. and European law. Our highly respected practitioners across the U.S. and Europe work collaboratively to deliver efficient solutions while still focusing on the unique regulatory requirements of each jurisdiction.

Whether in Europe or the U.S., our team specializes in high-value rolling stock financing and procurement matters, assisting clients in navigating the complexities of each market. Coordination between our offices on client matters ensures seamless management of domestic and international projects, tailored to meet our clients’ needs in the jurisdictions in which they operate.

Experience

SGR’s Global Transport Practice offers a full range of services that encompass every aspect of the rail sector, categorized under the following five major areas of expertise:

• Finance & Leasing
• Regulatory & Compliance
• Procurement & Manufacturing
• Dispute Resolution
• Maintenance & Operations

Capabilities

Finance & Leasing

Our rail finance and leasing practice advises clients on domestic and cross-border transactions, including operating and finance leases, leveraged leases, synthetic leases, and sale leaseback transactions. Moreover, our practice covers refinancing of rolling stock portfolios, warehouse structures and arranging for long-term financing. We represent lessors, lessees, financial institutions, and sponsors in structuring and executing complex leasing arrangements. Our experience includes handling large, high-value leased equipment portfolio sales and acquisitions, navigating sophisticated financial structures, and managing associated risks. SGR’s work extends to pre-delivery and progress payment facilities, funding procurement of new rolling stock, and handling structured financings and securitizations, including asset-backed securities (ABS) transactions.

We have extensive experience with RRIF (Railroad Rehabilitation & Improvement Financing) loans, leveraged lease transactions, and tax-based finance structures, working closely with clients to ensure compliance with applicable regulations while optimizing tax benefits. Our goal is to provide innovative, tailored financing solutions that support our clients’ business objectives in rail equipment transactions.

SGR also has wide-ranging knowledge and experience with financial restructuring and reorganization matters for debtors, creditors, and other stakeholders, both in and out of court, and whether in the U.S. or internationally, for those rail operators and financiers that must deal with financial distress.

Procurement & Manufacturing

Our procurement and manufacturing practice is adept at representing clients through the entire lifecycle of new equipment orders, modernization campaigns, and purchase and sale of used rail equipment. Our expertise spans from the initial tender or proposal stage to drafting manufacturing and supply agreements and negotiating all aspects of the acquisition and financing of rail equipment. We provide support for long-term maintenance and service agreements, ensuring the equipment remains in optimal condition and compliant with applicable regulatory standards.

SGR advises clients on the procurement, modernization, maintenance, and sale of rail equipment, from one-off purchases to the expansion, replacement, or divestiture of entire fleets by leasing companies and operators. We work on transactions involving new and used equipment, including negotiating net and full-service operating leases, finance leases, and leveraged leases. Our team’s deep experience with these transactions allows us to provide efficient representation to sellers and buyers of portfolios of rail equipment as well as to the various parties involved in a complex rail financing.

Maintenance & Operations

SGR assists clients in all aspects of maintenance and operations, including drafting and negotiating manufacturing and supply agreements, maintenance and service agreements, spare parts supply agreements, full-service maintenance contracts, transport agreements, and storage contracts.

SGR also represents lessors and lessees in drafting, negotiating, and complying with complex return condition and maintenance provisions for rail equipment, ensuring clarity, alignment of expectations, and compliance between the parties. We also advise clients on ancillary assets related to rail operations, such as ground leases, parking structures, and electrical conversion facilities.

Our work extends to helping clients with renewable energy initiatives and the adoption of energy-efficient technologies and methodologies. We provide counsel on energy-efficient retrofitting and modifications of rolling stock, use of renewable resources, and other initiatives that support environmentally responsible projects within the rail sector. By aligning sustainability goals with practical rail operations, we help clients ensure alignment with evolving sustainability and commercial operational considerations.

Regulatory & Compliance

Our expertise includes regulatory matters, including those involving maintenance frameworks and procurement, such as the ECM (Entity in Charge of Maintenance) regulations in Europe and the European regulations on the homologation processes for new rail vehicles. SGR also helps clients manage compliance with safety and operational standards when structuring and execution of long-term maintenance agreements and modifications to rolling stock.

In North America, our expertise includes assisting with regulatory compliance and collateral filings under the U.S. Uniform Commercial Code, the U.S. Surface Transportation Board (STB), the Canadian Personal Property Security Act (PPSA), the Canadian Personal Property Security Registrar (PPSR), the Registrar General of Canada (RGC), and the Registro Único de Garantías Mobiliarias (RUG) in Mexico.

Dispute Resolution

SGR has significant experience in handling contentious rail-related matters. Our attorneys provide pre-litigation counseling and represent clients in mediation, arbitration, and litigation concerning all aspects of rail equipment and finance disputes. We handle matters involving breach of purchase and sale contracts, default in lease agreements, return condition disputes, and other operational conflicts.

Our transactional and dispute lawyers work hand-in-hand to implement strategies that achieve our clients’ desired outcomes. This integrated approach allows us to bring a holistic perspective to each dispute, understanding both the commercial and legal implications. We represent clients in disputes that involve multi-jurisdictional elements, leveraging our U.S. and international presence to manage complexities effectively.