Commercial Finance

Overview

Blank Rome is acclaimed as, “excel[ing] in asset-based finance, leveraged lease transactions and securitizations.”

— Chambers USA

Commercial financing opportunities come in many shapes and sizes. However, the current tighter lending environment makes the commercial lending process particularly difficult to negotiate.

Whether you are a lender or a borrower, our commercial finance attorneys can guide you through the challenges of commercial lending and address your specific needs throughout the process. We handle the gamut of commercial lending transactions, including asset-based, mezzanine financing and cash flow lending deals, as well as syndicated lending transactions. We work to meet your deadlines and expectations while minimizing the risks.

Our attorneys regularly represent banks, commercial finance companies, leasing companies, merchant finance, private equity and venture capital firms, and other private and public lending institutions. We have commercial lending experience in all industries, with particular emphasis on healthcare, real estate, auto dealerships, maritime, and aviation.

How We Can Help

Asset-Based Finance

We represent borrowers, agents, and lenders in matters involving the structuring, preparing, and negotiating of documentation related to single-lender and syndicated asset-based financings used for working capital or to finance acquisitions, dividends, or recapitalizations. Our attorneys have written and lectured extensively on asset-based lending, including lecturing on the Uniform Commercial Code and its implications in asset-based lending.

Our team handles all types of asset-based lending transactions, including those involving discrete types of collateral (personal property, real property, or intellectual property); executory contracts; government contracts; agricultural products; collateral in multiple states or in other countries; borrowing base concepts; subordinated debt; intercreditor agreements; and “secret liens.”

Mezzanine Finance

We have extensive knowledge in representing mezzanine and other junior capital financing providers including second lien and Tranche B lenders. Our clients include banks; institutional lenders; private and public investment funds; specialty finance companies; issuers and underwriters in public and private offerings of debt, equity, convertible, and hybrid securities; and operating businesses making strategic investments or expanding into new geographic regions.

At every stage of the investment cycle, we’re adept at handling the respective nuances of each complex transaction. We combine our junior capital capabilities with an array of finance, equity, tax, and other business law specialties into a fully integrated service group that is tailored to our clients’ needs.

Cash Flow Lending

Our commercial finance team represents commercial banks, mezzanine and second lien lenders, equity sponsors, and other institutional lenders and borrowers in cash flow financing transactions across various industries. Our lawyers are knowledgeable in the syndicated loan market, having served as counsel to both lenders and borrowers, allowing us to advise clients on the loan structure and documentation and assist in all phases of a syndicated transaction.

What Sets Us Apart

  • 2013–2017 Chambers USA ranked the Firm Tier 1 in Pennsylvania for Banking & Finance. 
  • Our team includes board members of the Association of Commercial Finance Attorneys and two elected fellows of the Board of Regents of the American College of Commercial Finance Lawyers.
  • Our practice group members frequently lecture to organizations such as the Mortgage Bankers Association, Certified Financial Association, and Association of Commercial Finance Attorneys on legal issues affecting the financial services industry.
  • Our attorneys frequently write for well-respected journals such as the ABF Journal and Financial Fraud Law Report and have authored industry guides including The CLO Manager’s Handbook.
  • We are ranked in 2019 U.S. News & World Report–Best Lawyers (Woodward/White Inc.) with top-tier national and regional practice rankings, including:
    • Banking and Finance Law: Tier 1 (National and Philadelphia) and Tier 3 (Washington, D.C.)
    • Equipment Finance Law: Tier 1 (Philadelphia) and Tier 2 (National)
  • Blank Rome has been recognized as the “2016 Banking & Finance Law Firm of the Year in Pennsylvania” by Corporate INTL.

Experience

Asset-Based Finance

  • Represented a national bank, as agent and lender, in the $602 million senior secured revolving credit facility to provide working capital needs and in connection with an acquisition of a consumer finance company. 
  • Represented a national bank, as agent, in the $125 million syndicated revolving credit facility to refinance existing indebtedness, fund capital expenditures, and provide working capital for a leading provider of high-performance sand and sand-based products used by oil and gas exploration and production companies.
  • Represented a national bank, as agent and lender, in the $43 million revolving credit facility to a systems integration and technology management company for the purpose of financing the equity sponsor’s acquisition of the borrower.
  • Represented a national bank, as agent and lender, in the $50 million senior secured facility to refinance bridge financing incurred in an acquisition and provide working capital and general corporate needs to a manufacturer and designer of premium snowboards and related accessories.
  • Represented a national bank, as agent and lender, in the $58 million senior secured revolving credit and term loan facilities to refinance bridge financing in the acquisition of the borrower, a provider of advance meter infrastructure solutions deployed by U.S. electric co-ops, and gas and water utilities. 
  • Represented a national bank, as agent and lender, in the $75.5 million senior secured revolving credit facility to refinance existing indebtedness and make payments and redemption in respect of certain preferred equity interests for a component manufacturer of hydraulic fracking. 
  • Represented a leading financial services provider as agent in a $60 million term/revolver to a manufacturer of eco-friendly food packaging products.
  • Represented a leading national cemetery and funeral home company in connection with a $35 million syndicated revolving credit and acquisition financing facility and an $80 million private placement of senior notes.
  • Represented a national bank, as agent and lender, in the $50 million revolving credit facility to refinance existing indebtedness and for ongoing working capital needs for a scrap metal company.
  • Represented a national bank, as agent and lender, in the $25 million revolving credit facility to provide working capital for an e-commerce retail company.
  • Represented a bank in a $50 million loan extended to a manufacturer of wood, coal, pellet and gas stoves, gas fireplaces, boilers, stokers, and furnaces.

Mezzanine Finance

  • Secured a $37 million mezzanine term loan to finance the acquisition of an information technology solutions provider.
  • Secured a $33 million senior and mezzanine credit facilities in connection with the acquisition of a nationally-recognized leader in the processing and assembly of products for the medical device industry and refinancing of its existing credit facilities, to finance the acquisition, ongoing working capital needs, and general corporate purposes. 
  • Secured a $25 million mezzanine term loan for a car rental service company to be used to refinance existing debt, for growth capital and other working capital, and general corporate needs.
  • Secured a $18 million mezzanine term loan in connection with the refinancing of its existing credit facilities, ongoing working capital needs, and general corporate purposes for an online retailer of refurbished electronic products.
  • Secured a $18 million mezzanine term loan in connection with ongoing working capital for a leading community-based mental healthcare services provider. 
  • Secured a $17.25 million mezzanine credit facility in connection with an international restructuring of the subsidiaries of, and an acquisition by, a subsidiary of a leading manufacturer and developer of portable power solutions and custom rechargeable battery systems, to finance the recapitalization transactions, ongoing working capital needs, and general corporate purposes.
  • Secured a $14.5 million mezzanine term loan in connection with the acquisition of one of the largest commercial credit collection agencies in the country and ongoing working capital needs and general corporate purposes for the agency. 
  • Secured a $12 million mezzanine loan to finance the acquisition of a full-service distributed marketing technology provider.
  • Secured a $12 million mezzanine term loan in connection with a recapitalization of, and issuance of preferred equity interests in exchange for existing indebtedness to, a leading provider of outsourced maintenance, repair, and operations supply chain management services. 
  • Secured a $11.5 million mezzanine credit facility and equity co-investment in connection with the acquisition of 100% of the equity in a provider of clinical, forensic, and toxicological laboratory services.
  • Secured a $11.5 million mezzanine credit facility in connection with the refinancing of a worldwide leader in video managed and cloud services, of existing indebtedness, and the redemption and repurchase of preferred equity and warrants.
  • Secured a $10.5 million mezzanine loan to finance the acquisition of a leading engineer and manufacturer of specialized ammunition feed system components.
  • Secured a $10 million mezzanine loan to finance acquisition of a leader in the processing and assembly of products for the medical device industry. 
  • Secured a $8 million mezzanine term loan for a call center services provider to finance the redemption of former equity investors, dividends to current equity investors, ongoing working capital needs, and general corporate purposes. 
  • Secured a $7.5 million mezzanine term loan to, and equity investment in, a company which provides management and leadership training using a franchise model.
  • Secured a $5.5 million mezzanine loan and preferred equity co-investment to finance the acquisition of the equity of a nationwide document management and conversion services firm and additional advances to finance add-on acquisitions. 
  • Secured a $5.5 million mezzanine loan and preferred equity co-investment to finance the acquisition of a leader of multi-channel marketing campaigns and customer relationship management for automotive dealerships and several related add-on acquisitions and additional investments.
  • Secured a $5 million mezzanine credit facility in connection with the acquisition of the non-clinical assets and related management structure of an anesthesia services provider in the Pennsylvania and Delaware areas and additional advances to finance add-on acquisitions.
  • Secured a $4 million mezzanine term loan facility and equity investment in connection with the acquisition of a specialty pharmacy catering to the pain management industry.

Cash Flow Lending

  • Represented an agent in $230 million syndicated credit facility to support a sponsor’s acquisitions of two separate leading global equipment manufacturers.
  • Represented an agent in connection with a $100 million syndicated revolving credit facility to a manufacturer of plastic products.
  • Represented an agent in connection with a $132 million syndicated term loan and $14 million revolving credit to an owner of skilled nursing facilities. 
  • Represented an a leading national cemetery and funeral home company in connection with a $35 million syndicated revolving credit and acquisition financing facility and an $80 million private placement of senior notes.
  • Secured a $86 million term loan and revolving credit facility to finance the strategic acquisition of the assets of a distributor of plumbing supplies and to finance the portfolio company's operations.
  • Secured a $65 million syndicated term loan and capital expenditure credit facility to finance a strategic acquisition, and a $60 million refinancing of its existing term loan and revolving credit facilities.
  • Represented an agent in syndicated facility by commercial lending unit of investment bank to national chain of retail stores.
  • Represented an agent in a $48 million syndicated second lien loan with delayed draw feature in connection with a private equity sponsor’s acquisition of a leading international automotive parts manufacturer with operations in the United States, Europe, Brazil, and China. 
  • Represented a national bank in $200 million widely syndicated revolving facility to a public limited partnership whose operations include mining and selling sand for the hydraulic fracking industry, and the manufacture and distribution of biodiesel and petroleum products.