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Commercial Finance

Minimizing risk. Maximizing opportunity.

In a competitive economy and tight credit market, obligors, lenders, underwriters, issuers, and servicers throughout the country look to us for counsel on all aspects of commercial lending, public finance, leasing, and commercial transactions. We help our finance and lending clients structure, negotiate and close a broad spectrum of transactions, from “plain vanilla” financings to large-scale commercial transactions creatively conceived to meet unique circumstances. We focus on maximizing the value measures our clients care about most – time, money and risk containment. We strive in every transaction to be trusted advisors to our clients.

Key Contact

A smiling woman with shoulder-length brown hair wearing a dark blue blazer over a patterned top.
Rebecca M. Moore

Practice Group Leader

Louisville, KY

Core Capabilities

Lending Transactions

We represent commercial banks, insurance companies, opportunity funds, servicers, private equity firms, farm credit associations and other financial institutions in commercial lending transactions as well as borrowers, guarantors and other obligors. We regularly handle transactions involving asset-based lending, balance sheet lending, equipment finance, real estate finance, syndicated finance, as well as workouts and restructurings.

We also are unique among middle American law firms in that we can issue non-consolidation, springing member, authority to file and New York law legal opinions. Our lawyers handle transactions in a variety of industries, including manufacturing, energy, franchise and hospitality, healthcare, transportation and logistics, retail, agribusiness, food products, insurance, technology and government contracts.

Public Finance

Our lawyers act as bond counsel throughout the U.S., representing state and local governments, and also as underwriter’s counsel, financial adviser’s counsel, counsel to governmental issuers, counsel to developers, letter of credit bank counsel and counsel to trustees on public finance transactions. We assist investment bankers in providing creative, cost-effective financing mechanisms for taxable and tax-exempt financing.

We have worked with virtually every major national, regional and local banking firm on numerous multimillion dollar projects for state and local governments. Over the past years, we have acted as bond counsel or underwriter’s counsel in bond issues in Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Kentucky, Maryland, Missouri, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, West Virginia, and Wisconsin. In 2018 alone, our public finance lawyers were involved in over 70 transactions representing over $1 billion in principal amount of borrowing.

Our public finance attorneys are experienced in all types of public, structured and project finance, including health care finance, non-profit and 501(c)(3) finance, economic development and infrastructure finance, industrial development finance and housing finance.

Tax Credit Finance

Capitalizing on the diverse backgrounds and abilities of our commercial finance, corporate, real estate, and tax lawyers, we’ve developed a team that is qualified to represent any party involved in a New Markets Tax Credit (NMTC), Historic Tax Credit (HTC), Low Income Housing Tax Credit (LIHTC) or multi-tax credit transaction. We have an intimate knowledge of how these tax credit programs work and understand the business and legal issues required to complete tax credit transactions successfully. We help our clients evaluate risk, determine project eligibility, monitor program compliance, structure the transaction and protect their investments.

Whether our client is already a community development entity (CDE) or a financial or other institution seeking to become a CDE, an investor seeking tax credits or the syndication of its credits or a developer (including for-profit and non-profit developers and business owners and operators) seeking favorable financing through the use of tax credits, our team stands ready to assist. We can advise and advocate on our client’s behalf regarding the regulatory, tax, corporate, securities and other business issues unique to tax credit transactions.

Learn more about our tax credit finance services as it relates to the following incentive programs:

UCC & Commercial Transactions

We handle all types of Uniform Commercial Code (UCC) and other commercial law matters, including Article 2 and Article 9 of the UCC. We regularly represent sellers and buyers in all aspects of the sale and purchase of goods, including warranties and warranty claims, shipping terms (whether under the UCC or Incoterms), payment terms, insurance and indemnity provisions, force majeure clauses, price adjustment clauses, limitation of liability, liquidated damages clauses and dispute resolution provisions.  We understand the intricacies of UCC 2-207 – The Battle of the Forms – and the “gap filler” provisions of Article 2 of the UCC.

We often assist clients with structuring their standard terms and conditions to win the Battle of the Forms. We also advise sellers and buyers with respect to the United Nations Convention on Contracts for the International Sale of Goods and can assist with transactions that are subject to the UN Convention. Additionally, our UCC team assists secured parties and debtors in creating and perfecting security interests and liens in collateral, negotiates subordination, intercreditor and control agreements, and advises on the release of documents and enforcement issues in workouts.

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