The Finance & Restructuring Practice Group is dedicated to representing lenders in all matters relating to commercial finance transactions, loan documentation, restructurings, workouts and bankruptcy, and the enforcement of creditors’ rights and remedies. Comprised of 25 lawyers, our group is divided into three teams: Commercial Lending; Bankruptcy, Workouts & Creditors’ Rights; and Litigation Support, Fraud Protection and Extraordinary Remedies.
We provide sophisticated, high-quality, cost-efficient legal representation to clients in all types of commercial lending transactions, including asset-based, commercial banking, secured and unsecured, cash flow, second lien, mezzanine, tranche B, health care, mortgage warehouse lending, rediscount and real estate financings. Our clients are primarily regional and national banks and commercial finance companies offering syndicated, participated and single-lender loans and other credit accommodations. We have assisted these lending clients in providing credit to a diverse group of borrowers, including manufacturers, distributors, retailers, wholesalers, health care providers, real estate developers and service/staffing providers. Collateral categories in these transactions have run the gamut from traditional accounts receivable, inventory, machinery and equipment, to special collateral classes presenting unique legal issues, such as real property, railcars, farm/agricultural products, ships/vessels, progress billings, government contracts and earned but
While the majority of our clients’ transactions involve U.S.-based borrowers and/or assets, we have handled numerous cross-border transactions where a portion of the collateral (and/or a co-borrower or guarantor) is located in a foreign country, including Canada, France, Germany, Ireland, Mexico, Spain and the United Kingdom. When issues arise in foreign jurisdictions that require the opinion or advice of local counsel, we draw upon the vast resources of our Meritas affiliates, the world’s largest association of independent business and commercial litigation firms. With colleagues in more than 210 cities and 70 countries, we are in a position to provide our clients with ready access to information about local laws and practices in major markets throughout the world.
Many of our engagements have involved complex capital structures, including transactions with senior, second lien, tranche B, mezzanine and subordinated debt components, as well as preferred stock and other equity components. In addition, we have substantial experience structuring, negotiating and documenting letter of credit, foreign currency swap, interest rate swap, repurchase, mortgage warehouse, debtor-in-possession, leveraged buyout, turnaround and confirmation financings.
Our experience with respect to interest rate swaps and other derivatives is broad, including negotiating the terms of ISDA schedules and other related documents and causing them to be secured by the collateral security granted in the underlying secured credit facilities. We are also experienced in advising with respect to the rights and obligations of counterparties to such interest rate swaps and other derivatives in connection with terminations arising in bankruptcy and non-bankruptcy contexts, as well as providing assistance in the valuation of such terminated derivatives.
Bankruptcy, Workouts & Creditors’ Rights
We have extensive experience in workout and bankruptcy matters, and handle anything from simply resetting or modifying the terms and conditions of loan documents, to completely reorganizing or restructuring a loan. Some of our lawyers have received national certification from the American Board of Certification of expertise in the area of Chapter 11 Business Bankruptcy. Our experience in this area includes both out-of-court and in-bankruptcy loan restructurings and reorganizations, on both a local and national basis.
In the area of bankruptcy litigation, we have successfully defended lenders who have been the target of claims for fraudulent conveyances, preferential transfers, unauthorized post-petition transfers, reclamation claims, marshalling of assets, equitable subordination, breach of the covenant of good faith and fair dealing, and other related “lender liability” types of claims. We also have participated in numerous hearings regarding relief from the automatic stay and the use of cash collateral and related issues of adequate protection, the appointment of a Chapter 11 trustee, debtor-in-possession financing and contested hearings with respect to the approval of disclosure statements and related plans of reorganization.
Litigation Support, Fraud Protection and Extraordinary Remedies
Our Litigation Practice Group has the depth and resources to handle any dispute involving commercial finance-related issues, regardless of size or complexity. We have handled various litigation matters arising out of troubled loans, enforcement of personal property and real estate liens, intercreditor disputes and pursuit of extraordinary remedies, such as temporary restraining orders and other protections in the context of fraud and related matters. An area of particular focus is our lender-liability defense practice. These matters have arisen in connection with alleged fraudulent conveyances, alleged wrongful denial of credit, environmental exposures, asset recovery and foreclosures, allegations of discrimination in lending, alleged violation of the Federal Unfair Debt Collection Practices Act and various claims falling under the general category of “lender liability,” including claims for fraud in the inducement, breach of fiduciary duty, tortious interference with contractual relations, conversion, breach of contract and negligent misrepresentation.