Practice Areas - Business Transactions & Commercial Finance

Foremost amongst its competitors, FWH&L has a unique Transactional Finance (Finance Documentation) department.  Experienced in many industries from a broad based commercial practice, FWH&L is widely consulted by regional and national lenders for documentation structure in C&I loans (Commercial and Industrial) and due diligence.  Committed to structuring the legal transaction in accordance with bank credit approval documents, FWH&L examines the credit approval documents and determines whether the proposed structure is complimentary.  If so, FWH&L begins the documentation process.  But frequently, the due diligence reveals a flaw in the structure, collateral or covenants and FWH&L must make a legal recommendation restructuring the terms, perfecting the lender’s liens or modifying affirmative or negative covenants.

 

The firm’s strengths in documentation finance emanate with Anthony Lamm’s skill set in creditors’ rights and leasing.  Starting his career with Strick Lease, Inc., a national-over-the road trailer leasing company, Mr. Lamm is highly skilled in Article 2A, Article 9 and titled vehicles.  As a result, the firm represents many transportation lessors and the practice involves syndications, vendor programs and bank funded acquisitions of multi-million dollar lease schedules.  In the bank funding of municipal grade credits, FWH&L represents a national truck lessor that leases fleet trucks to Fortune 500 Companies and sophisticated negotiation of the lease documents is frequently necessary, together with syndication documents.

 

Also developed at Strick Lease, Inc. by Mr. Lamm were one-off bank financings of the company’s portfolio and the growth and development of manufacturing equipment.  This area of the business gave Mr. Lamm experience with bank documents and negotiation with bank counsel.  Today FWH&L represents many lenders deploying funds to companies with manufacturing concerns.  Collateral may be equipment, real estate or receivables and inventory.

 

Over the past ten years, the knowledge base of special collateral has led to Lamm’s and Lamm’s partner, Stephen Levin’s developed experience in government guaranteed loans; particularly, SBA loans.  Again, the due diligence experience of FWH&L has played an important role in FWH&L securing the favor of many lending clients seeking advice in documenting business loan transactions.

 

Representative Matters:

  • Development of custom lending and security documents to collateralize credit instruments.
  • Advise on structuring specific deals and prepare opinions to advise management of alternate legally risk adverse structures in preparing commitments.
  • Preparation of TRAC Equipment Leases and modifications to Master Equipment Fleet Lease Agreements with Third party Maintenance agreement and Non-Recourse Provisions of Assignment and Consent.
  • Advise and structure Purchase Orders, Lease, or Asset Purchase Agreements.
  • Special expertise and experience in equipment finance Servicing Agreements.
  • Municipal, university, school, hospital lending documentation for government funding and/or tax credits for syndication or sale to qualified investors.
  • Project Development leasing for Green Utility equipment.

 

SBA DOCUMENTATION

 

FWH&L’s SBA documentation practice group has an unparalleled depth of experience handling a broad variety of industries and businesses including, business and real estate acquisition or expansion, restructuring existing debt and equipment purchases. Our documentation skills in secured lending, real estate and equipment leasing are combined in most SBA loans, reflecting the variety of assets pledged. The group has extensive experience representing lenders and negotiating with business owners, institutional landlords, commercial tenants, franchisors and real estate developers in connection with negotiating and documenting loans specifically structured for real estate secured financing, working capital and business formation, single and multi-property acquisitions and dispositions, retail and commercial leasing and asset-based financing.

 

Our SBA practice provides legal advice and document preparation for bank clients in a multitude of SBA guaranteed loans, under both the 7(a) and 504 programs.  We routinely document a fair volume of SBA 7(a) loans for several banks where often a mix of the mandated SBA documentation along with customized additional loan documents are necessary, including mortgages and other documents unique to the assets in question.

 

Among the more sophisticated 504 loans we have handled included several loans where bridge financing was documented and subordinate to the SBA guaranteed permanent facility. This often necessitates issues involving us in due diligence.  In circumstances like these, we request from the Borrower, and thoroughly review, all appropriate due diligence documents to insure that the requirements of SBA Authorization and the Bank’s Credit Memorandum are met. Although we hope that it will never be necessary to draw upon the SBA guaranty due to a Borrower default, we make certain that should the need arise, the SBA will not be in a position to deny payment under the guaranty due to lack of proper documentation.

 

Frequently, we are called upon to collect due diligence documents requested and still close the typical uncomplicated SBA 7(a) loan in 72 hours from receipt of the SBA Authorization. (This assumes that Borrower has cooperated in providing the due diligence documents identified and can comply with all collateral conditions of the Authorization).

 

BUSINESS BANKING LOAN DOCUMENTATION

 

 FWH&L’s Business Transactions and Commercial Finance group represents bank real estate, commercial and industrial and business banking departments in analyzing and drafting commercial loan documentation for the bank’s business transactions and lending.  FWH&L transactional attorneys are distinguished by their focus and attentiveness to the enforceability of the provisions in a loan document or business agreement.  Our professionals are pragmatic and strategic in assessing what remedies are essential to protect a client’s interests and what legal terms and conditions should not be waived.  Our transactional attorneys maintain a “Creditors’ Rights” perspective in structuring deals for our clients and bring a wealth of experience gained in the practice of business, corporate and commercial law.

 

Our attorneys are attuned to the business transaction itself and are deal makers, not deal breakers.  When the Borrower is not represented by commercial counsel, FWH&L’s attorneys are excellent at assisting the culmination of the transaction and aid the borrower’s counsel in understanding the nuances and interpretation of terms and conditions in loan documents.  The same is true if the borrower elects to be unrepresented.  First and foremost, FWH&L is a business firm and its transactional attorneys are well versed in communicating the “deal”.  Whether the issue is corporate formation and structure, Article 9 and a security interest, the impact of a potential bankruptcy, real estate or construction and land use issues or trust and estate implications, FWH&L’s transactional attorneys are well experienced in all aspects of these areas which helps close a deal. 

 

Our business banking loan documentation attorneys are well experienced in drafting and negotiating custom loan agreements such as the following:

  • Asset Purchase Agreements
  • Promissory Notes and Loan Agreements
  • Loan and Security Agreements
  • InterCreditor Agreements
  • Stock Pledge and Lockbox Agreements
  • Confessions of Judgment (Warrants of Attorney)
  • Construction Loan Agreements
  • Guaranty & Suretyship Agreements
  • Stand-still Agreements
  • Stand-by Letters of Credit
  • Custom UCC-1 Financing Statements
  • Portfolio Acquisition Agreements
  • Commercial Lines of Credit
  • Warehouse Lines of Credit for Equipment Leases & Mortgages
  • Mortgage Term Loans
  • PIDA Loan Agreements
  • Borrowing Base Certificates
  • Asset Based Lines of Credit
  • Subordination Agreements

 

All of the above documents are custom drafted and prepared for the individual deal.  However, we understand that in this fee sensitive world, some clients prefer using LaserPro documents.  In these instances, we do a review only function or review and closing.  This way, if the documents need customization, it can be done by amendment or modification.  We cater to lenders who do business with entrepreneurs and being cost-conscious for us is of paramount importance.  In this vein, our rates are substantially less than large firms and we establish a “flat rate-not to exceed” figure for our documentation deals.

 

Lenders hire us for our experience in Commercial law which serves to make the best transactional attorneys.  We have represented many investors, contractors, business owners and managers and funds.  Our labor and employment practice has exposed us to a great many types of businesses and we are experienced with the pension funds and taxation inherent in them.  There is probably not a form of business we have not represented which translates to a plus in understanding the collateral and security interests to perfect. 

 

Ultimately, however, it is the skill of the lawyers that sets us apart and our philosophy.  We are solution oriented and innovative.  Two (2) of our named lawyers have been recognized as Pennsylvania Super Lawyers for carrying out this philosophy. 

 

Representative Matters:

  • Negotiating and documentation of numerous commercial loans for construction, fleet automobile leasing, franchise, business acquisition and equipment acquisition.
  • Involved as Lender’s counsel in more than $100 Million in SBA guaranteed loans since 2011 alone.
  • Regular representation of the Special Assets Group of a number of national and regional banking institutions in connection with middle market loan Workouts.
  • Spearheaded due diligence and internal fraud investigation for national bank client.
  • National financial institution obtained appropriate securitization of a multi-million dollar loan to an energy company.
  • Real Estate investment trust leased out over 100 vacant offices, retail and commercial spaces to obtain an occupancy rate of greater than 90% on a $4 billion portfolio.
  • Fortune 500 company acquired over 100 properties in a multi-state transaction.
  • Real Estate development company completed a $40 million sale-leaseback transaction of a large industrial site.
  • Real Estate investment trust sold a portion of its portfolio of single and multi-unit properties in Pennsylvania, New York, New Jersey, North Carolina, South Carolina, Florida and Georgia.
  • Expansion of national retailers and franchisors to various new markets.

 

EQUIPMENT FINANCE

 

Our unique understanding of Article 2A and Equipment Lease contract provisions has led to our clients favoring our documentation of their specialty Lease Origination programs including, Vendor Program Agreements, One-off Lease purchase assignments (stream of payments and/or residual), Custom Master Lease Agreements and Schedules and Remarketing Agreements, Titling Trusts and Syndications of Pools of Assets. FWH&L is recognized nationally for documenting Equipment Finance Warehouse Lines on behalf of Lessors and Bank Lenders and Bundled Lease Finance Loans for long-term equipment finance secured by lease and residual.

  

One of the reasons FWH&L is considered so favorably for documenting lease financing is the length of time they have been documenting lease transactions.  Anthony Lamm’s experience from Strick Lease, Inc. negotiating custom lease contracts with Fortune 500 companies is in much demand in the world of equipment leasing.  Whether the structure is a fair market value option or a TRAC lease, FWH&L has the experience to document the sophisticated lease transaction.  Once again, it is the expertise in structure and due diligence that sets this firm apart from all others.  The creditors’ rights background of the department provides experience in negotiating for what terms and provisions are absolutely necessary and what terms can be forgiven. 

Representative Matters:

 

  • Providing representation and negotiation of large ticket leases (aircraft and ocean going vessels) for national client.
  • Representing large bank-affiliated leasing companies in the syndication of pools of assets.
  • Created and documented $40 Million Warehouse line of credit involving two bank lenders for national truck and trailer leasing company.
  • Negotiated tri-party lease involving fleet maintenance for truck leasing client.
  • Large ticket leasing transactions on behalf of clients involving companies with major international truck fleet operations like Toyota, Southeast Toyota Distributors, Dyno Nobel, Linde North America, Air Products & Chemicals, United Natural Foods, Air Liquide, McLane Company, Costco, Walmart, Bimbo Bakeries, Southern Wine & Spirits, Maines Paper, Delhaize America, Inc., Hannaford Bros. Co. and others.
  • Negotiated and participated in the creation of a Titling Trust formed as a series statutory trust pursuant to Delaware law.

 

Attorneys:

Anthony L. Lamm

Stephen Levin

F. Emmett Fitzpatrick, III

Thomas P. Stevens