Brown Rudnick's Commercial Finance team, representing clients in all types of syndicated and non-syndicated commercial, specialized and asset-based lending transactions, is nationally recognized for structuring and managing complex financings that often involve a high degree of risk and commensurate returns.

Our integrated team applies sophisticated perspective, demonstrated experience and business savvy across the entire lending cycle - from deal structure, documentation and underwriting to workout, insolvency, emergence and liquidation.

Unlike most firms that divide transactional and insolvency work among separate teams, our lending attorneys look at the entire financing cycle, from “cradle to grave.” This valuable forward-thinking perspective means there is no loss of continuity, no interruption to our momentum as we help clients structure and manage insolvency risks. We proudly set ourselves apart from the competition.

Our integrated model delivers superior results for Tranche B, mezzanine and debtor-in-possession financings and “loan to own” programs. We assist funds, financial institutions and commercial finance companies that conduct business cross a range of industries that includes retail, precious metals, biotech and other high-tech areas, environmental technology, equipment leasing, project finance, aviation and transportation, real estate, mortgage lending and health care.

Senior and Junior Financings

We regularly represent both senior and junior secured lenders in complex finance transactions (including syndicated senior and junior facilities). This has given us a unique perspective in dealing with intercreditor issues that arise in structuring these transactions and in subsequent debtor-in-possession financing and other issues that develop if these transactions enter bankruptcy.

Our work spans a variety of industries. For example:
 

•	We represented a money center bank’s high tech group as administrative agent and co-lender in a $350 million revolving credit facility to Genzyme Corporation.
•	We represented a national non-bank lender in a number of substantial senior secured cash flow financings, together with equity investments in strategic acquisitions by sponsor groups.
•	We represented a national asset-based lender in $100 million senior secured syndicated facility to Clean Harbors, Inc. in connection with the acquisition out of bankruptcy of Safety-Kleen and the Tranche B and equity financings of that acquisition.
•	We represented a national precious metals lessor in a successful out-of-court restructuring of an international jewelry manufacturer, including resolution of complex intercreditor disputes.

 
Niche Expertise in Retail

Our team regularly represents specialized senior secured, asset-based lenders in the retail industry, in both syndicated and non-syndicated loan facilities, in all aspects of loan documentation, workout, bankruptcy and DIP financing, acquisition and emergence financing.

Examples of our client representations include:
 

•	Gordon Brothers Partners, as equity sponsor, in arranging Tranche A and Tranche B financing for its $30 million acquisition of Spencer Gifts, including, designing a novel letter of credit facility under which Gordon Brothers provides additional liquidity through a separate letter of credit facility for in-transit inventory purchases.
•	Tranche B Lender in the prepetition and debtor-in-possession financing for Factory 2U, Inc., and the Tranche B lender in the senior secured credit facility for PLVTZ, Inc. (d/b/a Levitz Furniture).
•	Tranche A lender in The Museum Company and Troutman’s Emporium bankruptcies.
•	Agents and lenders in cases such as Virgin Entertainment, Mayors Jewelers, Mothers Work, Big Dog USA, Spartan Stores, B. Moss Clothing Company and many others.

Hedge Funds and Other Investors In recent years, our work has expanded to include assisting hedge funds and other debt investors as they acquire bank debt and in their post-acquisition workout / litigation issues, typically of distressed publicly traded companies. In many of these cases, these representations were part of a larger team effort to acquire the company. This work has included several “loan to own” transactions. For example, this work has included:

•	Representing High River Limited Partnership (Carl Icahn entity) in several transactions that include its representation as DIP lender to Philip Services Corporation, and in High River’s acquisition of such companies pursuant to chapter 11 plans as well as its provision of a $150 million exit facility.
•	We also served as Counsel to Carl Icahn’s investment vehicle in a unique tender offer for XO Communication’s bank debt. In this transaction, $1 billion of bank debt was used to leverage the controlling interest in XO upon emergence from chapter 11. We are now representing XO Communications in the acquisition of other distressed telecommunications assets.

Our practice also includes representing funds that acquire secured debt in other cases. For example:

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We served as Counsel to the affiliates of Q Investments as holders of a significant portion of the prepetition unsecured bond debt and secured credit facility in the Exide Technologies chapter 11 proceedings. In this case we played an instrumental role in formulating and prosecuting causes of action against the prepetition banks.

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