Goldberg Kohn's commitment to mid-market lending has ensured a strong following and widespread respect. - Chambers USA

Commercial Finance

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Goldberg Kohn has one of the country’s most highly respected commercial finance practices, which competes toe-to-toe with the largest firms in the United States. The firm represents a significant and diverse group of banks, commercial finance companies, providers of mezzanine loans and other institutional lenders in structuring and documenting commercial finance transactions. Goldberg Kohn is known for the depth of its practice, practical judgment and good business sense, efficient staffing, and its ability to facilitate smooth closings.

The firm has been a pioneer in international asset-based lending and has one of the most significant and active international lending practices in the United States. Goldberg Kohn has represented clients in scores of international lending transactions in Europe, Asia and Latin America, ranging from taking foreign collateral or guaranties to financing complex acquisitions involving funding in multiple foreign currencies.

Chambers Global recently named Richard Kohn, a founding principal in the firm's Commercial Finance Group, among the leading lawyers in the United States in the area of Banking & Finance. Richard, renowned for his work in international secured transactions, has participated actively with the United Nations Commission on International Trade Law on several projects aimed at modernizing secured transactions laws in other countries. In addition, the firm's Commercial Finance Group has been recognized for its work for many years by Chambers USA, U.S. News Best Law Firms in America and Best Lawyers.

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Goldberg Kohn is also actively involved in the commercial finance community. The firm's attorneys regularly lecture and write on commercial finance topics and participate in various trade organizations. Since January 2002, Richard Kohn, has served as co-general counsel of Commercial Finance Association (the national trade association of commercial finance companies), after having served as its associate general counsel from 1995 to 2001. Three members of the group – Richard Kohn, David Dranoff and David Mason – are Fellows of the American College of Commercial Finance Lawyers.  Richard is also a member of the board of regents of the College. 

Depth of Practice

The group's practice runs the gamut of commercial finance transactions, including revolving working capital facilities; leveraged acquisitions; loan restructurings; retail, vendor and purchase order financing; equipment leasing; international loans; mezzanine and second lien loans; and debtor-in-possession financing. The firm's clients range from traditional asset-based lenders, who view the collateral as the primary exit strategy, to cash-flow oriented and mezzanine lenders, who rely more on an evaluation of the borrower's business as a going concern. Many of the transactions on which Goldberg Kohn attorneys work involve representing the agent for a lending syndicate, and the firm has a great deal of experience as agent’s counsel in complex financing transactions involving syndicates of five or more members. Goldberg Kohn takes pride in the fact that members of most lending syndicates respond positively when learning that members of the firm will be representing the agent.  Goldberg Kohn is equally adept at handling unitranche structures and  smaller, single-lender transactions.

The transactions on which Goldberg Kohn attorneys work cut across virtually all industries, including distributors, manufacturers, oil and gas concerns, health care companies, tech companies, software providers, transportation companies, service providers, food processors, retailers and agricultural producers.  The firm has extensive experience in interacting with sponsor groups; with financial intermediaries, such as investment banks; and with accountants and borrowers.  Over the years, Goldberg Kohn has been asked by many of its clients to prepare their form loan documents. For Goldberg Kohn, it is gratifying to see concepts the firm drafted on behalf of various clients adopted in form loan documents of other lenders.

In many of the transactions on which the firm works, the client will make an equity investment in its borrower or will receive, as additional compensation for its loans, a warrant position in its borrower. Goldberg Kohn is adept at analyzing the equity structure of each transaction in order to properly document the client's equity component. When doing so, the firm pays particular attention to the regulatory issues facing the client.

“Non-Closings”

Goldberg Kohn is known for running closings that are smooth and cordial – so much so that they are referred to by some of their clients (and even by their borrowers) as "non-closings." This results from preparation and a commitment to creating an egoless environment with a minimum of tension. The firm's attorneys move quickly at the outset of a transaction to establish the respect and trust of all parties; and when unexpected problems arise, they search for practical, effective solutions. Above all, Goldberg Kohn teaches its lawyers that if the loan transaction goes well, the closing will be the end of their involvement but the beginning of the relationship between the client and the borrower, and that the atmosphere created at the closing can have a tremendous effect on getting that relationship off to a good start.

International

In the late 1980s, when most U.S. commercial lenders refused to consider making loans secured by collateral located outside of the United States or loans to foreign affiliates of U.S. companies, Goldberg Kohn correctly predicted that, as U.S. middle market companies became more globalized, U.S. lenders would inevitably become involved in international lending in order to respond to their borrowers' global needs. The firm saw this as a tremendous opportunity and embarked on an intensive program to develop proficiency in the representation of U.S. commercial lenders in international asset-based lending transactions, writing and lecturing extensively and developing strong working relationships with law firms in many countries. Those efforts paid off: Goldberg Kohn quickly moved to the forefront of this new area of the law, and remains there today.

During the past 10 years the firm has represented clients in scores of international lending transactions in Europe, Asia, and South and Central America, ranging from simply taking foreign collateral or guaranties to financing complex acquisitions involving funding in multiple foreign currencies. As a result of Goldberg Kohn's international lending experience, the firm has also had the opportunity to extensively work with the United Nations Commission on International Trade Law (UNCITRAL) on various projects aimed at helping countries modernize their secured transactions laws improving global secured transactions laws, including:

  • The United Nations Convention on the Assignment of Receivables in International Trade, approved by the United Nations General Assembly in December 2001.
  • The UNCITRAL Legislative Guide on Secured Transactions, which was approved by UNCITRAL in December 2007, including the Supplement on Financing intellectual property (approved in 2010) and the current project on registry systems.

Richard Kohn serves on the Expert Group in connection with these projects, and served as a consultant to the U.N. in connection with the Legislative Guide. Principals in the firm's international lending practice include Richard Kohn, Jonathan Cooper and William Starshak.

A number of the firm's lawyers frequently give presentations regarding international finance and have written several articles on the subject. Richard Kohn is the Co-General Counsel of the Commercial Finance Association (CFA). The CFA is the principal United States trade association for banks and other financial institutions that provide asset-based commercial financing to business borrowers. Among CFA's members are substantially all of the major and regional banks, as well as other large and small commercial lenders in the United States. In Goldberg Kohn's role as Co-General Counsel, the firm plans an annual intensive two-day conference on international lending.  

Goldberg Kohn has well-established relationships with law firms throughout the world, and regularly call upon these firms when conducting cross-border transactions. The firm is a member of Meritas, a long-standing business alliance of nearly 200 carefully selected independent law firms with offices located in most of the principal countries throughout the world.

Depth of Personnel and Efficient Staffing

Goldberg Kohn has one of the largest commercial finance groups in any firm and is known for its depth of experience. The firm's clients often remark that one of the benefits of working with Goldberg Kohn is that the firm does not have a pyramidal structure with just a few experienced lawyers. If some of the firm's lawyers are unable to work on a particular transaction, other, equally capable lawyers are available to step in. Goldberg Kohn is able to offer this benefit to its clients because of the structure and philosophy of the firm, which emphasizes teamwork and collaboration.

The group typically staffs each commercial finance transaction with one partner and one associate, calling on lawyers in other groups when and as needed for their particular expertise. In many firms, the staffing of a transaction is unnecessarily burdened by the presence of a "billing partner" who is involved in the matter simply to protect his or her "turf."  Because of the firm's philosophy, that is never the case at Goldberg Kohn.

Noteworthy

"The firm knows what it is doing and understands the marketplace." - As reported in Chambers USA

"Goldberg Kohn has consistently been a value-added partner. Outside of consistently strong work with specific matters, the firm has been a valuable educational partner for my colleagues and other professionals with which they work. The firm has consistently good attorneys across the board as well."
- As reported in U.S. News Best Law Firms

"Goldberg Kohn is a very strong firm with good depth, strong finance and  bankruptcy expertise, and a good reputation in the marketplace." - As reported in U.S. News Best Law Firms

"A strong transactional firm which pays great attention to detail on the documentation." - As reported in Chambers USA

Representative Matters

  • Represented client in their capacities as lead arranger, sole bookrunner and administrative agent for $650mm senior loan facilities. ($650mm - $290mm Revolver, $225mm Term Loan, $135mm in accordion).
  • Represented client as administrative agent, in a $600 million cross-border asset-based revolving loan facility to a public company engaged in the manufacture and distribution of aluminium rolled products. In addition to the U.S. commitment, the complex loan facility included subcommitments available to Belgian, German and Swiss borrowers in their respective local currencies.  
  • Represented agent in $100 million senior syndicated secured revolving facility with $25 million sublimit for Ex-Im facility. Separately, $455 million term loan facility provided by another group of lenders.
  • Represented U.S. and Canadian Administrative Agents in connection with provision of syndicated $265 million asset-based credit facility provided in connection with a material acquisition in the United States and Canada.
  • Represented a client as agent in all aspects of an asset-based revolving loan facility transaction valued at $250 million (with $50 million in accordion). Unique features included a multi-currency, high yield facility.
  • Represented agent in $100 million senior syndicated secured U.S. and Canadian revolving facility. Separately, $125 million term loan facility provided by another group of lenders.
  • Represented client as term loan agent, in a $195 million unitranche term loan facility to a North American manufacturing company operating in the aerospace and defense industries. In addition to the unitranche term loan facility, which included first and last out tranches, the complex debt structure included a separate working capital facility with a split-lien structure between the term loan and working capital facilities. 
  • Goldberg Kohn's client acted as the Administrative Agent and arranger for a $100 million Revolving Loan Facility and $15 million Term Loan Facility to finance an ESOP acquisition of a manufacturer and refurbisher of locomotives. This complex matter involving an acquisition by an ESOP of the controlling interest in the company involved negotiation of loan documents, assets in the US and Canada and intercreditor agreements with the selling shareholders.
  • Goldberg Kohn represented a large financial institution, as administrative agent, in a $100 million senior secured asset-based loan facility to an automotive manufacturer of welded assemblies and other engineered metal formed products. The facility consisted of a $50 million revolver and $50 million term loan facility.  

  • Represented client as agent for $35 million senior loan facility and a $36 million second-lien facility provided by another lender. This matter involved loans against receivables with debtors in Australia, Austria, Belgium, British Virgin Islands, Canada, Denmark, Germany, Hong Kong, Iceland, Ireland, Israel, Luxembourg, Netherlands, New Zealand, Singapore, Slovenia, Switzerland, Taiwan, Turkey and the United Kingdom.
  • Represented the Administrative Agent for a syndicate of lender providing a $60 million loan facility to a manufacturer of locomotives. The company had a Canadian subsidiary that received some funds and provided security on its assets as collateral.
  • Represented the Administrative Agent for a $25 million syndicated revolving loan facility, which was part of an overall acquisition financing that included $25 million of term debt and $32 million of equity from a private equity investor.
  • Led structuring, negotiation and documentation of $18 million credit facility to international information technology company dedicated to global positioning information services. Company has operations in nine countries outside the United States, its headquarter location. Based on tax structure and related analysis, Goldberg Kohn was able to pursue collateral outside the United States and arranged for broad collateral packages in Australia, the United Kingdom and New Zealand, jurisdictions which, together with the United States, account for a significant majority of assets and revenue. 
  • Goldberg Kohn's client acted as the administrative agent under the ABL Loan Agreement and the "first and lender" under the Term Loan Agreement. This complex matter required the negotiation of a credit agreement with an aggressive private equity fund, the negotiation of an intercreditor agreement between our client and  the term loan agent, and the negotiation of a separate "Agreement Among Lenders" among our client as "first out lender" on the Term Loan Agreement, the Term Loan Agent and the "last out lenders" under the Term Loan Agreement.  
  • Represented client in transaction involving a cross-border loan facility to a multi-national manufacturing company. Second lien loans to borrowers located in the United States, England and Canada, secured by significant portions of collateral located in each country.  Liens subordinated via a complex intercreditor agreement addressing related cross-border issues.
  • Represented first out lender in provision of a unitranche credit facility to an e-commerce business.
  • Represented client as agent in all aspects of an asset-based revolving loan facility transaction. Unique features included first lien, second lien, third lien and secured fourth lien notes all subject to intercreditor agreements.

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55 East Monroe Street
Suite 3300
Chicago, Illinois 60603-5792
Tel: 312.201.4000
Fax: 312.332.2196
Email: info@goldbergkohn.com

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