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Asset Based Financing Strategies 2015


Speaker(s): Christine Gould Hamm, Edwin E. Smith, Joanne De Silva, June L. Basden, Peter C. Kostant, Peter Montoni, R. Marshall Grodner
Recorded on: Feb. 27, 2015
PLI Program #: 58916

Joanne De Silva is a partner in Ropes & Gray.  She represents banks, business development companies and other institutional investors in a diverse range of finance transactions.  She has extensive experience with unitranche, senior secured, mezzanine and private equity financings.  She has also represented lender groups in workouts and restructurings.

Most recently, her practice has focused on leveraged financings and intercreditor arrangements.  These include first lien/second lien and split collateral intercreditor agreements, subordination agreements and agreements among lenders. 

Joanne has been admitted to the New York, English and Singapore bars and has practiced in all three jurisdictions.   

While based in Singapore from 1993 to 1999, she represented banks in cross-border financings in Indonesia, Thailand and other parts of Asia.  Her practice has been based in New York since 1999.

EDUCATION

  • University of Oxford, Bachelor of Arts in Jurisprudence (1991)

RECENT TRANSACTIONS

  • Representation of GSO Capital Partners LP in a $400 million unitranche financing for WastePro, USA, Inc. that included a $179 million ABL facility led by Wells Fargo Bank, National Association.This transaction closed in October, 2014.
  • Representation of Ares Capital Corporation in a $158 million senior secured revolving and term loan facility for American Academy of Professional Coders.This transaction closed in June, 2014.
  • Representation of Providence Equity Capital Markets LLC in a $275 million term loan facility for U.S. Xpress Enterprises, Inc.This financing closed in May, 2014.
  • Representation of BlackRock Kelso Capital Corporation as administrative agent in a $40 million senior unsecured term loan facility and as majority lender in a $70 million second lien term loan facility for Quality Home Brands Holdings LLC.The transaction included a $160 million first lien term loan and a $50 million ABL facility, each led by Wells Fargo Bank, National Association.This transaction closed in December 2013.


R. Marshall Grodner is a member in the firm's Baton Rouge office. His practice focuses primarily in commercial transactions, secured transactions, commercial finance, opinion letters, commercial real estate and gaming law. Marshall serves as chair of the firm's legal opinion committee.

Marshall has served as an adjunct professor at the Louisiana State University Law Center. He has authored or co-authored several articles in law reviews and other publications dealing with secured transactions, commercial real estate and other business law issues. Marshall has also delivered lectures and papers throughout the country dealing with loan documentation, secured transactions, ethics and professionalism in the transactional context and real estate law.

Commercial Finance

Known for his experience in secured lending, Marshall has an extensive practice representing both Louisiana and out-of-state lenders in numerous large commercial transactions, locally, regionally and nationally. He is the co-chair of the Joint Task Force for Deposit Account Control Agreements, of the Business Law Section of the ABA. Marshall also is past chairman of the Loan Documentation Subcommittee of the Commercial Finance Committee of the Business Law Section of the ABA. As recognition of his expertise in commercial finance, he also is a Fellow and Regent in the American College of Commercial Finance Lawyers.

Real Estate

In addition to his experience in secured lending, Marshall has also been in the forefront of intercity redevelopment, having done pioneering work with both non-profit and for-profit developers in putting properties adjudicated to municipalities or sold at tax sale back into commerce.

Marshall also served as the Reporter for the Adjudicated Property Committee of the Louisiana State Law Institute. His work resulted in Act 819 of 2008 which completely revised the laws of Louisiana governing tax sales and adjudicated property.

As an acknowledgement of his expertise in real estate law, Marshall is a Fellow in the American College of Real Estate Lawyers.

As part of his real estate practice, Marshall is a licensed Louisiana title insurance agent for most of the major title insurance companies, including First American Title Insurance Company, Fidelity National Title Insurance Company, Chicago Title Insurance Company, Commonwealth Title Insurance Company and Lawyers Title Insurance Company, and regularly issues title insurance policies to lenders, purchasers and lessees of property in Louisiana.

Professional Affiliations

  • American Bar Association, Business Law Section, Co-Chair, Joint Task Force on Deposit Account Control Agreements, Vice Chair,Subcommittee of the Commercial Finance Committee; Chair, Website Management Subcommittee of the Commercial Finance Committee; Past Chair, Load Documentation Subcommittee of the Commercial Finance Committee
  • American College of Commercial Finance Lawyers, Inc., Fellow (2005-present); Regent (2006-present)
  • Association of Commercial Finance Attorneys, Inc., Vice President (2013-16); Education Chair (2006); Member, Board of Directors (2006-present)
  • American College of Real Estate Lawyers, Fellow (2007-present)
  • Baton Rouge Bar Association
  • Equipment Leasing Association
  • The International Association of Gaming Attorneys
  • Louisiana Bankers Association
  • Louisiana State Bar Association
  • Louisiana State Law Institute, Reporter, Adjudicated Property Committee
  • American Bar Association, Real Property and Probate Section

Honors

  • Martindale-Hubbell™ AV Peer Review Rated Lawyer
  • Louisiana Super Lawyers Business/Corporate, Real Estate
  • The Best Lawyers in America ® (Equipment Finance Law)
  • Selected in 2013 as a Top Rated Lawyer in banking and finance by American Lawyer Media and Martindale-Hubbell™


Christine Gould Hamm is currently senior counsel at GE Capital Equipment Finance.  Prior to joining GE Capital in August 2011, Christine was a partner in the Kansas City office of Husch Blackwell LLP and focused her practice in the Banking & Finance, Commercial Transactions, Aviation, Energy Industry, and Public Finance practice groups of the firm.  Christine advised commercial financial institutions and corporate clients in various types of financial transactions, including asset-based, cash-flow, equipment, real estate, second-lien, club and syndicated loans and aircraft and equipment leases.  In addition to assisting clients in structuring, negotiating and documenting financial transactions, Christine advised clients in workouts, restructurings and liquidations related to financial transactions and distressed loans.  She also represented corporate clients in general financing, real estate, acquisition, disposition, investment, joint venture, development and other commercial transactions.

Christine has a J.D. from the University of Notre Dame Law School, an M.B.A. from the Yale University School of Management, and a B.S. from Saint Mary College (now the University of Saint Mary).


June Basden is both an attorney and a Certified Public Accountant with more than 29 years of experience in commercial finance and banking law.  She represents national, regional and community banks, financial institutions and commercial lenders in a variety of finance transactions, with a special focus on commercial lending and creditors' rights. 

June has extensive experience in asset-based lending, factoring, single-lender and syndicated credit facilities, commercial real estate transactions, loan workouts and modifications, foreclosures and bankruptcies.  She is a fellow of the American College of Commercial Finance Lawyers  and is a Certified Public Accountant. Her clients have found her strategic counsel especially critical in the current financial landscape as she advocates for ways to achieve the best possible outcome.

Professional Memberships and Activities

American College of Commercial Finance Lawyers, Fellow and former Regent

American Institute of Certified Public Accountants

Lawyers Mutual Liability Insurance Company of North Carolina, Board of Directors; Finance   Committee, Chairperson

American Bar Association

North Carolina Bar Association; Former Chairperson of the Business Law Section

North Carolina Institute of Certified Public Accountants

Risk Management Association, Triad Chapter Board of Directors

Turnaround Management Association

American Bankruptcy Institute


Peter is Executive Counsel for Antares Capital LP where he provides comprehensive legal coverage of significant restructuring and bankruptcy matters.  Peter focuses on complex bankruptcies and out-of-court restructurings (including, without limitation, debt-for-equity restructurings, lender credit bids, contested chapter 11’s and prepackaged and pre-negotiated chapter 11’s).  Peter also provides general support for Antares’s distressed loan portfolio, as well as structuring assistance for challenging new credits.   Peter joined GE Capital, the prior owner of the Antares lending business, in 2006 as senior counsel for GE Capital - Corporate Financial Services where he provided internal legal support for both new financing and workout transactions.  Prior to joining GE Capital, he was an associate in the finance and financial restructuring departments for Morgan, Lewis & Bockius in New York City.  Peter graduated from Hofstra University in 1994 with a Bachelor’s in Business Administration majoring in finance.  He received his J.D. from St. John’s University School of Law in 1997.


EDWIN E. SMITH is a partner in the New York City and Boston offices of Morgan Lewis & Bockius LLP.  He concentrates his practice in general commercial and insolvency law.  He is a member of the teaching faculty at the Morin Center for Banking Law Studies at Boston University Law School, where he has taught secured transactions and teaches transnational lending and trade finance.  He has also served as a lecturer on secured transactions at Northeastern University Law School of Law, Harvard Law School and Suffolk Law School.  As a Uniform Law Commissioner for the Commonwealth of Massachusetts, he has served as a member of the drafting committees for the 1995 revisions of Article 5 (letters of credit) and the 1999 revisions of Article 9 (secured transactions) of the Uniform Commercial Code and as the chair of the drafting committee that formulated the 2002 amendments to Articles 3 (negotiable instruments) and 4 (bank deposits and collections) of the Uniform Commercial Code.  He served on the drafting committees for the Uniform Certificate of Title Act (2005), the Uniform Assignment of Rents Act (2005), the Uniform Manufactured Housing Act (2012) and as chair of the Joint Review Committee that drafted the 2010 amendments to Article 9 of the Uniform Commercial Code.  He recently served as chair to the drafting committee for the 2014 amendments to the Uniform Voidable Transactions Act (formerly the Uniform Fraudulent Transfer Act) and is currently serving as a Uniform Law Commission representative to the Permanent Editorial Board of the Uniform Commercial Code.  Mr. Smith is a past Chair of the Uniform Commercial Code Committee of the Business Law Section of the American Bar Association and a past member of the Council for the Business Law Section.  He also served as a U.S. delegate on the United Nations Convention on the Assignment of Receivables in International Trade and as a U.S. delegate to the United Nations Commission on International Trade Law (UNCITRAL) working group on creating a secured transactions guide for legislation in United Nations member countries.  He is a member of the American Law Institute, the National Bankruptcy Conference (for which he serves on the executive committee), the American College of Bankruptcy (for which he serves on the board of directors) and the International Insolvency Institute and is a past President of the American College of Commercial Finance Lawyers.  He is a graduate of Yale University and Harvard Law School.


Peter C. Kostant is a Visiting Professor at New York Law School, an Adjunct Professor at Fordham University School of Law and Brooklyn Law Schools and Visiting Professor at Brown Univiversity in Providence, RI. He is a graduate of Yale College and Fordham Law School and holds a Master's Degree in Chinese Studies from Washington University in St. Louis.  He practiced law with several firms including Dewey Ballantine and Holtzmann, Wise and Shepard.  He is the author of Practical Applications of the Law: Business Organizations, published by Little, Brown & Company and numerous scholarly articles.