Finance

Gould & Ratner assists our finance clients across the spectrum of commercial finance, from the lending of senior debt to the investing of common equity.  By understanding not just the debt side of the balance sheet, nor just the equity side of the balance sheet, but rather understanding the entire capital structure and the interplay between and among the various financial products, we add a more complete and broad understanding of the transaction and situation at hand, as well as the range of possibilities.

Our Finance Group at Gould & Ratner structures solutions for our wide client roster of banks, commercial finance intermediaries, insurance companies and investment funds (both debt and equity) and private investor groups.  The firm also represents borrowers, including developers, contractors, and commercial property tenants, as well as portfolio companies.  The representation of borrowers and portfolio companies gives our firm a unique perspective into the minds and needs of multiple parties in a commercial finance transaction.

LENDER REPRESENTATION

Commercial Lending

Gould & Ratner represents banks and other lenders in a variety of secured, mezzanine, and unsecured commercial loans, including asset-based, revolving and term loan facilities.  The firm also represents banks in providing letters of credit to support industrial development bond financing. 

Real Estate Finance

Teaming with the firm’s real estate and corporate attorneys, Gould & Ratner’s Finance Group represents lenders in negotiating and documenting acquisition, construction and permanent loan facilities.  These transactions have involved a diverse array of properties throughout the U.S., including commercial, multi-use, and residential developments.

Representative Transactions

The Finance Group has recently: 

• Represented a bank in the documentation of revolving line of credit to multi-borrower group involved in interstate freight transportation secured by accounts receivable and other assets.
• Represented a bank in a refinance loan on a loop office building.
•  Represented a bank in the documentation of construction loan for multi-use development.
•  Represented a bank in the documentation of real estate acquisition loan for mixed use development.
•  Represented a bank in providing letters of credit to support development bond financings for private educational institutions.
• Represented bank on asset based loan for $10 million: $5 million of which was a working capital revolver and $5 million was an acquisition guidance line.
• Represented bank in making $6.2 million secured term loan to acquire nursing home plus $1.5 million revolver for working capital. 
• Represented bank in initial loan and subsequent loans totaling $5.5 million - mix of term and revolving loans - secured by undeveloped real estate in Florida.
• Represented a bank in establishing a $10 million line of credit for bank customer secured by undeveloped real estate.

Restructuring and Workouts

Gould & Ratner provides legal and business counsel to creditors and creditor groups on a variety of insolvency issues, including debtor-in-possession financings, recapitalizations, restructurings, and forbearance agreements. 

The firm assists lenders through development of effective workout strategies, including turnaround debt and equity transactions, or, if necessary, to handle the disposition of assets either in bankruptcy or through various out of court devices, including assignments for the benefit of creditors.

Significant recent representations include:  

• Represented a major asset-based lender which held approximately forty-five mortgages upon separate gas stations and convenience store parcels.  Obtained substantial recovery of client's claim by persuading Chapter 11 Debtor to conduct a Section 363 auction of substantially all real estate, with net proceeds, after expenses, utilized to pay senior lender's claims.  Worked closely with the lender's environmental consultant in order to obtain recovery from environmental insurance carrier. 
• Represented major financial institution which held secured debt, the collateral for which consisted of leases on aircraft.  Successfully negotiated stipulations for continued adequate protection payments in exchange for debtor's usage of aircraft.
• Partner represented FDIC in the Chapter 11 proceeding of a real estate developer, where the FDIC held a first lien position on twenty-one newly constructed condominiums in Illinois.  Succeeded in obtaining court approval for debtor's sale of the FDIC's collateral resulting in payoff of FDIC, over the objections of lien claimants.
•  Assisted major asset-based lender in efforts to recover on multiple categories of collateral in Chapter 11 case filed by owner of large suburban restaurant.  Collateral realization efforts included a sale of restaurant fixtures and equipment to real estate lessor, pursuant to an Article 9 sale, and foreclosure of mortgages upon residences of restaurant's principals. 
•  Engaged as Trustee's counsel in Chapter 11 case filed by rivet manufacturer, and assisted Trustee in negotiating cash collateral usage with Debtor's senior lender.  Worked closely with senior lender in procuring sale of substantially all assets of debtor pursuant to Section 363.
• Assisted plaintiff class in the Illinois "lite cigarettes" class action litigation in documenting security interest in multi-billion dollar note, which was pledged to secure the appeal bond.

PRIVATE EQUITY

We have extensive experience representing private equity funds, as well as investors in private equity funds, in negotiating and documenting their investment in private companies, including early stage, growth stage, later stage, recapitalizations, workouts, and management buyouts.  We have considerable experience representing these funds and private investors in the structure of their transactions in order to optimize the investment as well as provide for a multitude of contingencies as the business evolves, and also to prepare for the ultimate exit, which is often overlooked.

Our Finance Group has recently:

• Represented an early stage private equity fund which made a controlling investment in a new media company.
•  Represented a private equity fund partner which made a stalking horse bid to acquire a worldwide music distribution company.
•  Represented a collateralized bridge fund which restructured many of its loans and resolved disputes with certain of its investors.
• Represented an equity fund which made investments in early stage technology businesses including six separate rounds in a portfolio company which made and sold equipment malfunction detection software.
• Represented an investor group in management buy out of voice over internet protocol software development company, which had been an orphan division of a public company.
• Represented a large private equity fund making several investments in the telecom/media industry.

REAL ESTATE, ENVIRONMENTAL AND TAX SUPPORT

The firm’s real estate, environmental and tax attorneys are available to provide support to our finance clients as and when necessary.