Commercial Finance & Banking
Benesch’s Commercial Finance & Banking Practice Group integrates the corporate, commercial, bankruptcy and real estate experience of attorneys and focuses directly on meeting the legal and related business needs of commercial lenders and financial institutions. We also assist borrowers in financing transactions (other than opposite our lending clients), which enables us to bring efficiencies to the table. The approach to services is based on bringing together targeted legal experience and a dedicated core group of attorneys, appropriate staffing, practical solutions and cost effectiveness. Benesch has been recognized by Chambers & Partners in Chambers USA 2023 for the Banking & Finance practice area.
Representing
- Banks and other financial institutions in commercial loan and financing transactions
- Secured parties in loan workouts
- Issuers and lenders in securitization transactions
- Represent borrowers in financing transactions
Matters Include
- Mezzanine financings
- Loan originations
- Loan modifications
- Workouts, debt and recapitalization transactions
- DIP facilities
- Asset securitization transactions
- Collateral issues
Mezzanine Financings
The Commercial Finance & Banking Practice Group, along with members of the Corporate & Securities Practice Group, is active with mezzanine financings and the relationships between senior and junior lenders. We work closely with lending officers and others in structuring and documenting mezzanine financings, and we understand the interplay between all layers of debt financing and equity holders.
Loan Originations
We represent lending institutions in small business, middle market, and larger corporate loan originations. Transactions range in size from managing loans of $5 million to more than $400 million.
Multiple Borrower Transactions
- Agented deals
- Representing participant banks
- Health care lending
- Real estate lending
- Asset-based and commercial credits
- U.S. and foreign collateral
- Public and private company borrowers
Loan Modifications
- Participating in engagements involving amended credit facilities
- Review of documentation and security
- Modification of collateral packages
- Addition of borrowers and guarantors
- Creation of new loan facilities and pricing options
Workouts
Benesch represents financial institutions in recapitalization and work-out transactions ranging in loan size from $5 million to over $400 million, involving borrowers doing business in retail, manufacturing, distribution, real estate and other industries.
- Pre-negotiation agreements
- Fraudulent conveyance and insolvency concerns
- Analysis of new/additional collateral and guarantees
- Negotiating restructurings and recapitalizations
- Asset sales by insolvent and bankrupt borrowers
- Secured party sales
- Chapter 11 reorganizations
- Liquidations
- Represent borrowers in financing transactions
Securitizations
We serve as counsel in various real estate and other asset securitization and conduit financing transactions, both in the Midwest and nationally. The size of the asset pools has ranged from $50 million to $1.9 billion, including assets such as automobile lease, automobile purchase contract, health care and franchise restaurant.
Experience
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Represented a lender in originating a $30 million loan facility to a multi-state hamburger restaurant franchisee.
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Represented a lender in originating a $51 million loan facility to a multi-state hamburger restaurant franchisee.
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Represented a lender in originating a $160 million ABL facility to a multi-state home improvement retailer.
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Represented a lender in the workout of a $5 million loan to a pizza restaurant franchisee.
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Represented a lender in originating a $26 million gas pipeline construction loan facility.
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Represented a lender in the workout of a $4.3 million loan to a fried chicken restaurant franchisee.
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Represented various lenders in workouts and foreclosures of loans made to senior living centers.
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Representing a bank in defending against a $250 million in lender liability claim.
- Represented a bank’s equipment leasing affiliate in litigation under an equipment lease.
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Represented publicly traded international footwear manufacturer in its separate $150 million syndicated ABL facility and $130 million syndicated term facility used to fund the acquisition of a footwear line from a separate public company.
- Represented publicly traded international apparel retailer borrower in the origination of a $400 million syndicated ABL facility.
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Represented large heavy equipment auctioneers in litigation involving claims of collusion in a bankruptcy sale and in litigation alleging an improper Article 9 sale.
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Represented lender in the workout of $11 million public finance bond supporting a university.
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Represented alcohol distiller borrower in the origination of a $13.5 credit facility.
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Represented lender in the workout of a $10 million loan to a drug manufacturer secured by pharmaceuticals and intellectual property.
- Represented a privately held company in connection with its $350,000,000 credit agreement containing term debt and revolving credit debt.
- Represented agent for senior lenders to multi-national clothing manufacturer.
- Represented agent for senior lenders to a healthcare REIT.
- Represented a lender in connection with a $40,000,000 asset based revolving credit facility to an engineering firm involving a split collateral deal with crossing first and second liens.
- Represented an Administrative Agent in connection with a credit facility to a restaurant franchisee.
- Represented a privately held company in connection with its $71,000,000 senior secured credit facility.
- Represented a publicly traded company in connection with its $150,000,000 unsecured revolving credit facility.
- Represented a mezzanine lender in connection with mezzanine financing and co-investment to a company in the retail industry.
- Represented an Administrative Agent in connection with a $60,000,000 credit facility to a company in the healthcare industry.
- Represented a privately held company in connection with its $135,000,000 credit agreement containing term debt and revolving credit debt.
- Represented senior lender in ABL loan to Michigan-based OEM software bundling company.
- Represented senior lender in secured loan to multi-jurisdictional PE-backed radiology company.
- Represented senior lender in financing acquisition of franchise stores in Ohio, Kentucky, and West Virginia.
- Represented agent for mezzanine lenders in its subordinated debt investment to a Pennsylvania-based manufacturer with a foreign subsidiary.
- Represented agent in syndicated senior loans in $100 million construction draw facility for skilled nursing and assisted living projects across the United States.
- Represented senior lender in its extension of an acquisition loan to a family office.
- Represented mezzanine lender in sponsor-backed asset acquisition of a manufacturer and distributor of food products.
- Represented mezzanine lender in recap of manufacturer in the transportation industry.
- Represented mezzanine lender in expansion of a relocation services company to Canada, the UK, Mexico, and Costa Rica.
- Represented mezzanine lender in sponsor-backed acquisition of home building products suppliers.
- Represented senior lender in several construction and acquisition loans with the same private investment firm in various Midwest and Southeast locations.
- Represented subordinated lender in distressed sale of company in receivership.
- Represented agent for senior lenders in its acquisition line of credit to a family-owned tire distributor with 100 stores across the United States.
- Represented senior lender in mortgage, ESOP and line of credit loans to manufacturer in Groveport, Ohio.
- Represented senior lender in leveraged recap of regional restaurant chain.
- Representation of a national lending institution in connection with $100 million tax exempt bond revolving liquidity facility to a major hospital system, including implementing the facility into a master trust indenture structure and handling of various intercreditor issues.
- Representation of National Bank in connection with a $50 million asset based revolving credit facility to a coal producer involving a split collateral deal with crossing first and second liens.
- Representation of a national bank in connection with $75 financing to enable spin off of a minerals and gems company from a larger international conglomerate.
- Representation of a national lending institution in connection with $34 million senior secured asset-based credit facility relating to the acquisition of a leading supplier of recycled flexible PVC and TPE compounds, and negotiation of intercreditor issues in connection with a $10 million secured mezzanine loan.
- Representation of mezzanine lender in connection with mezzanine financing and equity co-investment to the company in the emergency home renovation market in order to provide funds to add on acquisition.
- Representation of a manufacturing company of baking and household kitchen utensils in refinancing to new senior asset based lending facility and customer factoring financings.
- Representation of a real estate developer in connection with a $262.4 million senior term loan and $37.5 million subordinated term loan.
- Representation of a private equity firm in connection with an approximately $46 million senior secured credit facility to distributor of heavy equipment to multiple industries throughout the Midwest.
- Representation of a national lending institution in connection with modifications to syndicated credit facility to a cleaning and sanitizing products manufacturer, including a new $161 million equipment finance facility.
- Represent a private equity fund in asset based lending refinancing of a platform company in the technical consumer products space.
- Represented borrower in an amendment to its credit facility to add an incremental term loan for purposes of financing an acquisition of a distributor of customizable shoe inserts and antimicrobial shoe insert cushions.
- Represented private equity owned buyer in an add-on stock acquisition of a company which sells science kits to professors and universities for student use.
- Representation of a national lending institution in connection with $30 million working capital facility and $100 million term loan facility with respect to a secured asset based lending credit facility to a coal company.
- Representation of a senior lender in connection with $100 million syndicated credit facility to a nursing home owner and operator.
- Representation of a private equity firm with respect to workout and restructuring of senior and mezzanine credit facilities for a California marketing company.
- Representation of a national lending institution in connection with $15 million senior secured asset based credit facility comprised of a domestic credit facility and an export facility guaranteed by the U.S. Export Import Bank to multiple Borrowers in the hardwood lumber business.
- Representation of borrower in syndicated senior financing and mezzanine financing in connection with a large add on acquisition of a company that manufacturers circuit boards.
- Representation of borrower in syndicated financing in connection with a platform acquisition of a retail merchandising company with operations in the United States and Canada.
- Representation of borrower in connection with term loan and delayed draw facility for fund level financing.
- Representation of a private equity firm in connection with refinancing of $40 million asset based revolving facility, $51 million senior term loan credit facility, and $7.5 million subordinated senior notes.
- Representation of an administrative agent in refinancing of portfolio of seven nursing home facilities and related working capital financing and related licensure issues on healthcare facilities.
- Representation of a national lending institution in connection with syndicated credit facility to a home products manufacturer.
- Representation of borrower in $110 million dividend recapitalization.
- Representation of a national lending institution in connection with $14 million senior secured asset-based credit facility to family of domestic and international companies that produce and distribute nature-related toys and gifts around the world.
- Representation of a private equity firm in connection with a $32.5 million senior secured credit facility relating to the acquisition of a leading distributor of municipal and contractor equipment.
- Representation of a private equity firm in connection with $75 million secured credit facility related to the acquisition of a manufacturing company.
- Represented a national lending institution in connection with $57 million syndicated credit facility to finance acquisition of various health care companies.
- Representation of national lending institution in connection with $73.4 million syndicated credit facility to finance acquisition of 6 nursing homes in Ohio.
- Represented a national lending institution in connection with $150 million syndicated credit facility to family of companies in the steel distribution, processing and logistics business.
- Represented a national lending institution in connection with $175 million syndicated credit facility to one of the world’s leading merchants of primary and secondary non-ferrous metals.
- Represented a private equity firm in connection with refinancing consisting of $14.5 million senior term facility, $2 million senior revolving facility, and $6.7 million mezzanine loan.
- Represented a private equity firm in connection with $49 million senior term facility, $30 million asset based revolving facility, and $8 million senior subordinated notes relating to acquisition of competitor.
- Represented a national lending institution in connection with $315 million syndicated credit facility to a lumber-related company.
- Represented a national lending institution in connection with $17.5 million senior secured asset-based credit facility to a leading furniture manufacturer in connection with the acquisition by private equity funds and mezzanine financing.
- Represented a national lending institution in connection with $45 million multi-currency, syndicated credit facility to one of the world’s largest suppliers in the floral industry.
- Representation of a national lending institution in a $65 million cross-border U.S. and U.K. asset based lending facility to finance a sponsor backed acquisition of a distribution company.
- Representation of a national bank in connection with a $100 million syndicated credit facility to finance the acquisition of 13 nursing homes in Kentucky.
- Representation of a private equity fund in connection with the $300 million senior and $100 million senior lien credit facilities associated with the acquisition of a company in the aftermarket truck business.
- Representation of a national bank in connection with direct purchase of bank qualified bonds in amount of $45 million to refinance and provide buildout construction financing for a large nursing home.
- Representation of a subdebt fund in connection with $5 million subordinated note and $3 million equity company investment in connection with the acquisition of a family office acquired chemical and plastics business.
- Representation of a subordinated debt fund in a subordinated debt facility of $6 million plus warrants in connection with the refinance of a company in the restaurant business.
- Representation of a private equity sponsor in connection with the financing related aspects of $80 million acquisition of a Florida based business in the pre-fabricated housing market.
- Representation of a national lending institution in a $300 million senior asset based credit facility to international manufacturer and distributor of hand sanitizer, soap and household products.
- Representation of a senior lending institution in connection with a $150 million consolidation and refinancing of 25 nursing homes in five states.
- Representation of a national bank in connection with forbearance, liquidation and wind-down of troubled company in the staffing and recruiting industry related to the $40 million working capital senior financing piece
- Representation of administrative agent in connection with $29,500,000 syndicated construction loan for the development of a high-end senior living facility.
- Representation of privately held registered investment advisor in connection with structuring and negotiating a $140,000,000 syndicated credit facility to support acquisitions and working capital needs.
- Representation of senior lender in connection with $20,000,000 working capital loan to a group of 30 skilled nursing and assisted living facilities.
- Representation of senior lender in connection with $8,000,000 tax exempt bond issuance to support construction of a new YMCA location.
- Representation of private equity fund in connection with $245,000,000 syndicated first lien covenant light acquisition and working capital loan and $90,000,000 syndicated second lien acquisition term loan.
- Representation of senior lender in connection with a $40,000,000 asset based revolving loan facility to a distributor of chemical products.
- Representation of a client and its subsidiaries in connection with structuring and negotiating credit facilities.
- Representation of a company and its subsidiaries in connection with structuring and negotiating credit facilities.
- Representation of lender in connection with asset based revolving credit facility involving multiple borrowers, three levels of subordinated debt, and significant governmental receivables requiring compliance with the Federal Assignment of Claims Act.
- Representation of lender in connection with asset-based credit facilities totaling over $40 million involving seventeen loan parties secured by mortgages on ten properties in 4 different states.
- Representation of a national lending institution in its capacity as administrative agent in syndicated financing transaction to finance 18 nursing home properties located in multiple states owned by 6 affiliated borrowers.
- Representation of a national lending institution in connection with multi-currency, cross-border asset-based credit facilities to multiple borrowers located in the United States and Canada.
- Representation of lender in connection with approximately $18 million asset based credit facilities to market leading distributor of books and general merchandise products to educational retailers.
- Representation of a national bank in connection with a $100 million syndicated credit facility to finance the acquisition of 13 nursing homes in Kentucky.
- Representation of a subdebt fund in connection with $5 million subordinated note and $3 million equity company investment in connection with the acquisition of a family office acquired chemical and plastics business.
- Representation of a national bank in connection with forbearance, liquidation and wind-down of troubled company in the staffing and recruiting industry.
- Representation of a private equity sponsor in connection with the financing related aspects of $80 million acquisition of a Florida based business sin the pre-fabricated housing market.
- Representation of a private equity fund in connection with the $300 million senior and $300 million senior and $100 million senior lien credit facilities associated with the acquisition of a company in the aftermarket truck business.
- Representation of a national bank in connection with direct purchase of bank qualified bonds in amount of $45 million to refinance and provide buildout construction financing for a large nursing home.
- Representation of a national lending institution in connection with the receivership of a troubled borrower and formulated a strategy to effectuate a going concern sale while forbearing on a judgment entry obtained by such a lending institution.
- Representation of a national lending institution in a $300 million senior asset based credit facility to international manufacturer and distributor of hand sanitizer, soap and household products.
- Representation of a senior lending institution in connection with a $150 million consolidation and refinancing of 25 nursing homes in 5 states.
- Representation of collateral and administrative agent in connection with a $140 million asset based credit facility which included $75 million line of credit and $40 million in term debt to support international acquisitions.
- Representation of a senior secured lender in $40 million asset based working capital and acquisition financing provided to a leading private equity owned work apparel portfolio company.
- Representation of a subordinated debt fund in a subordinated debt facility of $6 million plus warrants in connection with the refinance of a company in the restaurant business.
- Representation of a national lending institution in a $250 million senior asset based credit facility provided to a lumber company with real property in 35 states.
- Representation of a national lending institution in a $65 million cross-border U.S. and U.K. asset based lending facility to finance a sponsor backed acquisition of a distribution company.
- Representation of a national bank in connection with a $20 million senior secured asset based credit facility to a family of companies in the satellite industry in connection with the acquisition by a private equity fund.
- Representation of a client in connection with $21 million mezzanine construction financing for a new retail development in Chicago, IL.
- Represented lender in a syndicated financing transaction to finance the acquisition of a large non-profit nursing home and continuing retirement community.
- Representation of a client and its subsidiaries in connection with an approximately $32 million asset based agented credit facility.
- Representation of a national bank in connection with a $15 million asset based credit facility to a regional supplier of building materials secured by mortgages on nine pieces of real property in multiple states.
- Representation of a company in connection with a $45 million syndicated loan facility to a publicly held company, with a portion of the loan proceeds being used in connection with the acquisition of the shares of an Italian company.
- Represented private equity fund in connection with $8,500,000 senior secured credit facility for acquisition and working capital financing.
- Representation of lender in connection with workout and restructuring of asset based credit facility to resolve a dispute among the equityholders of the borrower and an international automotive company.
- Represented senior lender in connection with $6,000,000 acquisition and working capital financing provided to a chain of nursing homes.
- Represented Senior lender in connection with $8,800,000 construction loan and related working capital and capital expenditure facilities for a leading medical device manufacturer.
- Represented senior lender in connection with $3,500,000 construction loan secured by property located in Tennessee.
- Representation of lender in connection with a $50 million secured line of credit to a leading producer of food packaging materials.
- Representation of lender in connection with $40 million credit facility used for a dividend recapitalization of a leading electronics security company.
- Representation of lender in connection with $17.8 million asset based credit facility.
- Represented family office in connection with senior financing provided for the acquisition and working capital needs of a metal plating company.
- Representation of senior secured lender in connection with a $15 million secured line of credit.
- Representation of senior secured lender in connection with working capital and term loan acquisition financing to a New York based private equity fund’s acquisition of a leading lighting manufacturer.
- Represented a leading staffing provider in connection with the acquisition and financing of a competing legal recruiter.
- Represented a technology company in refinancing of existing senior secured debt and new term loan to support working capital and overseas acquisitions. Total financing provided was $21,000,000.
- Represented borrower in connection with a $1,000,000 convertible secured subordinated loan and restructuring of existing senior debt.
- Representation of a private equity fund in an aggregate $28.25 million senior secured and mezzanine financing in connection with the acquisition of a fulfillment and warehousing company.
- Represented manufacturing company in connection with 11,000,000 domestic and United States EXIM Bank guaranteed working capital loan.
- Represented owner of a chain of gas and convenient stores in connection with a $26,000,000 credit facility used for the initial acquisition of the stores, working capital and capital expenditure financing.
- Represented collateral and administrative agent in connection with a $140 million asset based credit facility which included $75 million line of credit and $40 million in term debt to support international acquisitions.
- Represented a leading promotional products company in connection with senior secured $10,000,000 credit facility and $3,250,000 subordinated term loan provided by an SBIC fund.
- Represented senior secured lender in $20,000,000 asset based working capital and acquisition financing provided to a leading private equity owned work apparel portfolio company.
- Represented a national financial institution in a $3,500,000 multi-subdivision loan workout with a home builder.
- Representation of a tire distributor in a $120 million syndicated senior credit facility and a $40 million subordinated debt facility.
- Representation of a national lending institution in a $55 million senior credit facility for working capital, capex facility and real estate and construction facility, and letter of credit backed IRB facility to an aviation products manufacturer.
- Representation of a national lending institution as agent in a syndicated $85 million senior credit facility provided to a global health and beauty product manufacturer.
- Represented a borrower in a $12.5 million dollar ESOP loan.
Articles and Presentations
January 11, 2021
Updated Summary on Paycheck Protection Program (PPP) Round 2
December 23, 2020
Paycheck Protection Program Round Two
November 19, 2020
Tax Guidance on Paycheck Protection Program (PPP)
News
June 1, 2023
Benesch Ranked in Chambers 2023
January 18, 2023
Gridiron Capital Partners with Legacy Service Partners