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Commercial Lending

Overview

Locke Lord Bissell & Liddell's Commercial Lending Section is a multi-disciplinary team of professionals skilled in the representation of domestic and international financial institutions, and borrowers, in transactional, regulatory and litigation-related matters. Our clients range from money-center financial institutions to community banks, from entrepreneurs to Fortune 500 companies, and include finance companies, leasing companies, specialty finance lenders, commercial banks and insurance companies, as well as the corporations and entities that require credit. Our services include legal representation in connection with:

Asset-based and cash flow financing;
Equipment leasing;
Intercreditor agreements, loan syndications, participations and subordinations;
Letters of credit and credit enhancement transactions;
Life insurance premium finance;
Energy, from reserve based lending to wind energy and other renewable energy projects;
Sale and purchase of loan portfolios;
Lines of credit;
Mezzanine and subordinate tranche financing;
Workouts, creditor’s rights and bankruptcy;
Defense of lender liability claims.

Our goal is to provide exceptional legal services, to be responsive to our clients’ needs and to efficiently manage the cost of our services.

Commercial Lending
We bring a practical, responsive approach to meeting our clients’ needs—whether the lender is acting individually or as an agent, with a single borrower or multiple borrowers. Our documents are clear and straightforward, yet comprehensive and fully protective of our clients’ interests. Our clients have sought our representation in multi-state and cross-border transactions. Our attorneys have experience with many types of collateral, including collateral with specialized perfection requirements, from aircraft, locomotives and ships, to proceeds of litigation, to various types of intellectual property. We know how to deal with the hidden risks of lending to borrowers whose collateral may be subject to “shadow” liens, such as “hot goods,” tax liens and the Perishable Agricultural Commodities Act. Our experience with loan documentation and our understanding of commercial transactions is a valuable supplement to a lender’s own due diligence. We are experienced with syndications, participation agreements, subordination agreements and intercreditor agreements.

Recent representative engagements include:

Represented the syndication agent and lead lender on a $300 million syndicated secured commercial line of credit to a Chicago-based international metals company;
Represented the syndication agent and lead lender on a $115 million club deal for the acquisition of a public company and associated working lines of credit in the food distribution and retail grocery industry;
Represented syndication agent and lead lender with a $60 million credit facility to a public company to fund acquisitions of high-tech companies in the healthcare sector;
Represented an international financial institution in the creation of numerous separate loan programs for various groups of independent distributors of nationally branded products, including the design and implementation of middle-market commercial loan documents using document assembly technology, developing the financial institution’s role as servicer of these national loan portfolios and the securitization of those loan portfolios, aggregating more than $2 billion in outstandings at one time;
Representation of borrower in $1.45 billion syndicated credit facility;
Represented an international bank as agent for lenders providing credit facilities aggregating $365 million for an American mortgage servicer and its Canadian affiliate, secured by mortgage servicing rights, servicing advances, mortgage loans, accounts receivable and receivables from the Department of Veterans Affairs;
Represented world’s largest sunglass company, headquartered in Florida, as the borrower in connection with a $220 million syndicated bank credit facility consisting of term loans and a revolving credit facility with sublimits for multicurrency borrowings, swingline loans and letters of credit, to finance acquisitions and working capital, secured by personal property of and equity interests in the borrower and its subsidiaries, and involving subordinated debt;
Represented a California bank, as agent, in connection with the syndication of a $100,000,000 transaction for a borrower in the apparel industry;
Represented bank as Agent in connection with a $250 million syndicated revolving credit and letter of credit facility for a recycling company headquartered in Texas, secured by substantially all real and personal property and subsidiary equity interests;
Represented a California bank on various syndication leases, off-balance sheet financings, and sale-leaseback financings, for the Calpine Geothermal Projects, The Arrowhead Pond, Metrolink and other large project financings, involving amounts ranging from $100,000,000 to $250,000,000;
Represented a client in a $33,000,000 asset-based loan facility to a truck component manufacturer involving collateral in both the United States and the United Kingdom;
Advised a Chicago-based bank in connection with a $50,000,000 secured credit facility to U.S. and U.K. companies, and the subsequent issuance of a letter of credit backing approximately $6,500,000 of tax-exempt industrial development revenue bonds;
Represented syndicate agents in a $600,000,000 credit facility and a $400,000,000 credit facility for two publicly traded real estate investment trusts;
Represented the agent with respect to loan facilities aggregating $1.9 billion and a $4 billion mortgage repurchase facility in connection with the leveraged buyout of a mortgage loan originator and servicer;
Represented natural gas supplier to power plant in Georgia in credit extended under NAESB forward contract and secured by a portion of power plant receivables and subject to existing structured financing;
Represented the lender in connection with a $2.25 billion secured investment line for an agent of bankruptcy trustees;
Represented a Fortune 500 company in connection with its $300 million agented revolving credit facility and $200 million in medium-term notes from insurance companies.

Bankruptcy/Workout/Creditors’ Rights
Locke Lord's bankruptcy and workout practices meet the needs of lenders facing troubled loan situations by combining the skills of experienced bankruptcy practitioners, transactional lawyers and litigators, all of whom work together to identify and implement the best possible solutions. We help lenders understand the warning signs of a deteriorating facility, assess the enforceability of the loan documents, and maintain or improve collateral positions. Our experience in the defense of lender-liability claims permits us to protect our clients from “control” claims, the imposition of fiduciary duties and equitable subordination claims. The lawyers in this Section have experience with workouts involving forbearance agreements and loan restructuring, liquidation of collateral through assignments for the benefit of creditors, foreclosures and the disposition of collateral under Article 9 of the Uniform Commercial Code.

Our bankruptcy group frequently represents lenders in connection with chapter 11 and chapter 7 proceedings, assisting with restructurings, the purchase and sale of assets in bankruptcy proceedings, DIP financings and bankruptcy court litigation. This litigation often involves cash collateral hearings, relief from stay proceedings, preference litigation and dischargeability litigation.

Examples of recent creditor’s rights and bankruptcy representations include:

Represented multiple aircraft financers in the United Airlines chapter 11 case;
Represented the major senior secured creditor ($75 million in secured loans) in the Chapter 11 liquidation cases of affiliated aluminum processing companies;
Represented the senior secured lender ($78 million of mortgage debt) in proposing and confirming a contested plan of reorganization for a national car wash chain in bankruptcy court in Delaware;
Advised the successful bidder in the chapter 11 auction of Outboard Marine Corporation’s engine and boat divisions, making a joint bid in excess of $100 million;
Served as lead counsel for the debtor and its major creditor in successfully reopening a major mining equipment manufacturer’s chapter 11 case to disgorge $2 million in fees from former chapter 11 counsel who had concealed its conflicts;
Provided insolvency and bankruptcy advice to several national and international insurers regarding potential acquisitions of financially troubled companies;
Represented unsecured bank lenders in the Enron and Worldcom cases;
Represented foreign lender owed in excess of $12,000,000 by temporary staffing agency resulting in significant recovery of its secured claim;
Advised several clients in the Conseco chapter 11 cases, including pension funds, life insurers and investors holding securitizations aggregating more than $3 billion.

Commercial Lending

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