$125M Tax Exempt Working Capital Financing

$125M Tax Exempt Working Capital Financing (Borrower's counsel)

$200M Taxable Hospital Bonds

Borrower's counsel in connection with $200M Taxable Bond issue in New Jersey.

$400M Letter of Credit Reimbursement Agreements

$400M Letter of Credit Reimbursement Agreements (Borrower’s counsel)

$500M Standby Bond Purchase Agreements

$500M Standby Bond Purchase Agreements (Bank counsel)

Achieved Payment and Reduced Risks for Owner of Decommissioned Power Plant*

Represented the owner of decommissioned electrical power plants that contracted for their demolition and the recovery of scrap metal in a case where the scrap company breached its contracts, created substantial environmental exposure and then filed for Chapter 11. The bankruptcy court approved the lock out of the contractor and dismissed the debtor’s counterclaim litigation. This ultimately provided a resolution for a substantial payment to the owner.

Acquisition

Represented acquirer in $1.4 billion CMBS and mezzanine financings in acquisition of public company.

Acted as Counsel to Lender in Hospital BK*

Represented the lender to the regional hospital in Bridgeport, Texas in its Chapter 11 case.

Acted as Lender's Counsel to Forest Products Company in Contentious Chapter 11*

Represented the lender to a large forest products company in Chapter 11 where the debt was collected as a result of the sale of the company’s primary assets after a contested confirmation hearing involving multiple plans of reorganization.

Advised in One of the Largest Not-for-Profit Chapter 11 Cases*

Served as Creditors' Committee counsel in National Benevolent Association, a not-for-profit corporation that owns and operates senior living facilities and facilities for developmentally disabled adults and juveniles. NBA is one of the largest not-for-profit corporations to seek Chapter 11 relief.

Aircraft Financing

Represented national banks and Canadian banks in connection with their aircraft financings.

Allocation of Purchase Price

Allocated purchase price of hospitals to create minimum compliance responsibility and maximum flexibility as to future use (Borrower’s counsel).

Asset-Based

Represented numerous commercial finance and bank asset-based lending divisions in asset-based lending transactions.

Asset-Based, Multinational Leveraged Acquisition

Represented private equity fund and its acquisition entity in senior asset-based and mezzanine financings of acquisition of a multi-national business.

Bridge

Represented private equity fund in negotiating financing line to bridge capital calls from limited partners to facilitate acquisitions.

Confirmed Hostile Chapter 11 Plan for Oil Wildcatter*

Represented the lender to an oil "wildcatter" in Chapter 11 where a plan resolving a "lender liability" lawsuit was confirmed over the debtor's vigorous objections, which was then affirmed on appeal.

Counseled Creditors Committee in Gas Producer Insolvency*

Represented the creditors committee in the Chapter 11 case of a gas producer in the Texas Panhandle.

Counseled Lender in Bid Opposition in Innkeepers USA Chapter 11*

Represented Midland Loan Services Inc., the servicer for $825 million in mortgage debt, in its opposition to a bid by Innkeepers USA Trust to enter into a plan support agreement regarding a debt-for-equity swap with Lehman Brothers Holdings Inc.'s subsidiary, Lehman ALI, Inc. and Apollo Investment Corporation.

Credit Enhanced Tax Exempt Bond Financing

Represented national bank in connection with a $25 million letter of credit to secure bonds for the construction of an affordable housing complex located in Miramar, Florida.

Debtor-in-Possession

Represented national banks, commercial finance companies and debtors in numerous DIP financing transactions.

Defeasance

Represented borrowers with respect to their mortgage loan defeasance.

Ex-Im Bank Financing

Represented banks in amendment of syndicated credit facility to provide Ex-Im Bank guaranteed credit line financing certain of the borrower's receivables from foreign customers.

Gift Card Subsidiary/Unclaimed Property

Advised major national retailer on structuring gift card subsidiary to minimize unclaimed property compliance burden.

In re Oak Rock Financial, LLC

Represents Official Committee of Unsecured Creditors in Chapter 11 and adversary proceedings of small business lender.

Investment Structure

Advised high net worth individual on virtual currency investment structure minimizing exposure for undisclosed security interests and liens.

Luxury and Business Class Hotel Debt

Representing owners of luxury and business class hotels and resorts since 2006 in connection with more than $7 billion of structured debt. Hotels and resorts include Barton Creek Spa & Resort, Grove Park Inn, Hotel del Coronado, Fairmont (Chicago, IL; Scottsdale, AZ), Four Seasons (Mexico City, Punta Mita and Washington, D.C.), Homestead Resort, Hyatt La Jolla, InterContinental (Chicago, IL; Miami, FL), JW Marriott Essex House, Loews Santa Monica, Marriott Lincolnshire, Ritz Carlton (Half Moon Bay and Laguna Niguel) and Westin St. Francis.

Multicurrency Acquisition Financing

Represented U.S. borrower and its affiliates in negotiation and documentation of U.S. and Asian credit facilities in connection with its acquisition of manufacturing facilities in Asia.

Negotiation of $130M Restricted Donation

Negotiated $130M restricted donation to redeem high coupon tax exempt bonds (Borrower’s counsel).

New Markets Tax Credit

Represented the CDE in documenting QLICI loans in New Markets Tax Credit financings.

Protected Creditor of Barnett Shale Energy Company in Complex Chapter 11*

Represented the purchaser of a note from an energy company producing oil and gas from the Barnett Shale. Negotiated the resolution of litigation against the purchaser to secure a Chapter 11 plan that provided for the debt to be paid. When the debtor could not perform under the confirmed plan, a renegotiation secured a substantial pay down and the ultimate foreclosure on the producing properties.

Protected Lender's Interests in Gold Mining Equipment Bankruptcy*

Represented the lender in the Chapter 11 case of an individual who owned gold mining equipment located in Alaska.

Provided Counsel in These Chapter 11 and Reorganization Matters:*

• Represented The Bombay Company, Inc. in its Chapter 11 case.
• Served as counsel to the Official Creditors Committees in the Chapter 11 cases of Larry’s Shoes, Inc. and Boot Town, Inc.
• Advised and counseled the primary supplier and franchisor in the Lone Star Lubrication, Inc. Chapter 11 case.
• Represented the primary supplier and franchisor in the Heartland Automotive Holdings Chapter 11 case.

Provided Debtor and Lender BK Representation:*

• Represented Affiliated Food Stores, Inc., a Fort Worth grocery distribution coop, in its Chapter 11 case.
• Counseled the lender to Pangburn Candies, Inc. in its Chapter 11 case.
• Represented the Official Committee of Unsecured Creditors of Mrs. Baird’s Bakeries, Inc., in its Chapter 11 case.

Remediation of Financed Assets

• Remediation of financed assets (hospitals, land, equipment) in multiple locations to permit future private use of the assets and/or to reduce the required remediation amount (Borrower’s counsel)
• Represented Canadian lender in connection with a $10.9 million real estate acquisition loan for commercial real property located in Florida.
• Represented developer/owner in multiple financings and refinancings of syndicated credit facilities, for the construction or rehabilitation of mixed-use retail, office, hotel, and residential projects in Bellevue, Washington.
• Represented Lender to Construction Equipment Company in BK*
• Represented American Bank of Texas in Lewis Equipment Company, Inc. case; Lewis owns, rents and operates a variety of cranes used in a wide variety of construction projects around the USA.
• Represented national bank in connection with a construction loan for a rehab facility in Bothell, Washington.
• Represented national bank in connection with a loan for the construction of multi-family complexes in Quincy and Ephrata, Washington.
• Represented national bank in connection with a revolving loan for the construction of a townhome development in Newcastle, Washington.
• Represented national bank in its $100 million letter of credit facility to a public company in the telecom industry.
• Represented national bank in its $800 million syndicated facility to a public company in the manufacturing industry.
• Represented national banks in their financings to multiple regional home builders for land loans, acquisition and development loans, and vertical construction loans.
• Represented national food production company in its syndicated $90 million credit facility.
• Represented national marketing company in its $45 million revolving facility.
• Represented national marketing company in its $75 million revolving and term facilities and acquisition financing.
• Represented national private distribution company in its $35 million mezzanine facility.
• Represented national private distribution company in its private equity acquisition financing.
• Represented national private distribution company in its syndicated $25 million revolving and $80 million term loan facilities.
• Represented private equity firm in the acquisition of a healthcare transportation and logistics company.
• Represented private equity firm in the acquisition of a hydraulics manufacturing company.
• Represented real estate developer in connection with a $17.5 million acquisition and construction loan for commercial property located in Wilsonville, Oregon.
• Represented regional timber company in its $100 million shelf facility.
• Represented regional timber company in its $200 million syndicated revolving facility.
• Represented regional timber company in its $50 million note facility.

REPRESENTATIVE TRANSACTIONAL WORK

• Represented approximately 20 affiliated sellers in connection with bulk sale of $7 million in non-performing residential mortgage loans
• Represented borrower/seller in $200 million uncommitted repurchase financing facility for residential mortgage loans
• Represented borrower/seller in connection with $1 billion uncommitted repurchase financing facility for residential mortgage loans
• Represented borrower/seller in connection with $200 million repurchase financing facility for residential mortgage loans ($100 million committed, $100 million uncommitted)
• Represented loan servicer in connection with engagement of new call system vendor to replace existing system across national network (initial install, licensing, and support amounting to approximately $1.5 million)
• Represented purchaser in acquisition of FHLMC and FNMA servicing rights relating to loans with an unpaid principal balance of $12.8 billion
• Represented purchaser in acquisition of FHLMC and FNMA servicing rights relating to loans with an unpaid principal balance of $6.81 billion
• Represented purchaser in acquisition of servicing rights relating to delinquent FHLMC loans with an unpaid principal balance of $1.8 billion
• Represented seller in connection with bulk sale of $57.3 million in jumbo non-agency residential mortgage loans
• Represented seller in connection with flow mortgage loan purchase agreement with initial closing of $25.8 million in jumbo non-agency residential mortgage loans

Sale of Financed Assets

Sale of financed assets (hospitals) exclusively for cash to recycle bond proceeds (Borrower’s counsel)

Securitization of Hospital Receivables

Represented company providing receivable financing to hospitals in securitization of its pool of financed hospital receivables.

Served as BK Counsel to Lenders to Oilfield Service and Energy Companies*

Represented lenders in the Chapter 11 cases of a variety of oilfield service companies as well as cases filed by the owners of substantial oil and gas holdings.

Served as Lenders' Counsel in Variety of Real Property Chapter 11 Cases:*

Represented lenders in numerous Chapter 11 cases involving real property assets, including apartment complexes, golf courses, nursing homes, assisted living centers, office buildings, distribution centers, specially constructed buildings, retail centers, strip malls and shopping malls.

Syndicated

Represented national banks as agent lender in numerous syndicated loan transactions.