Mr. Conn’s primary areas of practice are commercial and real estate finance, mergers and acquisitions, general corporate and real estate law. He regularly represents lenders, borrowers, real estate developers and small, middle market and large corporations in a variety of transactional matters and matters involving general corporate advice.
Real Estate
Acquisition and Development of Large Urban Housing Project. Representation of a national developer in connection with (i) negotiating and drafting documentation in connection with site acquisition, formation of single-asset limited partnership, project development, project development financing, construction management and contracting, construction and permanent financing including financing from government lenders, and property management; (ii) assisting developer in obtaining zoning/permitting/approvals needed to develop the project; (iii) providing counsel in connection with environmental issues; (iv) assisting developer in obtaining historic tax credits and a conservation easement; and (v) assisting developer in obtaining bridge financing for such easement and credits.
Acquisition and Development of Urban Office Building. Representation of a national developer in connection with (i) negotiating and drafting of documentation with respect to site acquisition, formation of single-asset limited partnership (the entity that owns and operates the project), development, construction contracting, and construction and permanent financing including multiple governmental loans and grants; (ii) assisting developer in obtaining zoning/permitting/approvals needed to develop project; and (iii) providing counsel in connection with environmental issues involving the site which was a "brownfield" site.
Acquisition and Development of Retail Sites. Representation of a locally based developer in connection with (i) negotiating and drafting documentation connected with site acquisition, development and construction of numerous strip malls leased to national retailers; (ii) assisting developer in obtaining zoning/permitting/approvals needed to develop the project; (iii) providing counsel in environmental issues with respect to the site; (iv) assisting the developer in obtaining construction and permanent financing including letter of credit enhancement financing for a number of projects combined into one financing; and (v) handling all title insurance matters for such developer's projects.
Acquisition and Permanent Financing of Large Apartment Projects. Representation of clients in connection with (i) acquisition of numerous up-scale apartment complexes; and (ii) forming bankruptcy remote corporations and assisting with obtaining permanent financing in the securitized conduit market.
Acquisition and Development of Distribution Facility. Representation of a national developer in connection with the negotiation and drafting of documentation connected with site acquisition, development, construction financing and a triple net lease of the site and improvements to a national sporting goods retailer.
Represented the Agent with respect to a $325,000,000 asset based credit facility involving multiple borrowers and guarantors in the scrap industry with a significant presence overseas. The credit facility involved the merger of two (2) publicly held companies and was closed in connection with a high yield bond offering secured by equipment and real estate. The credit facility included an accordion feature, springing cash dominion and springing financial covenants.
Represented the Agent with respect to a $325,000,000 asset based credit facility involving multiple borrowers (one of which is a public company) and guarantors in the steel industry. The credit facility included a letter of credit facility available in foreign currency, an accordion feature, springing cash dominion and springing financial covenants.
Represented the Agent with respect to a $75,000,000 asset based credit facility involving borrowers in the steel industry, one of which is located in the United Kingdom. The credit facility was secured by assets located in the United States and the United Kingdom. TR&A also provided counsel as to the transaction structure including analysis as to deemed dividend, withholding tax and pension liability issues.
Represented the Agent with respect to a $36,000,000 asset based credit facility, the proceeds of which were used, among other things, to finance the acquisition by the borrower of substantially all the United States and Mexican assets of a company in the steel racking business. The credit facility was fully secured by all the assets of the borrower and was guaranteed by the borrower's Mexican subsidiaries, which guarantees were secured by assets in Mexico.
Represented the Agent with respect to a $60,000,000 asset based credit facility, the proceeds of which were used for, among other things, a buyout of all the stock of the borrower and a related merger. The credit facility was fully secured by all assets of the borrower, including, but not limited to, various parcels of real estate located in several different states. The credit facility was also guaranteed by the borrower's Canadian subsidiary and the guaranty of such Canadian subsidiary was fully secured by all assets of such subsidiary including, but not limited to, real property located in Quebec and Montréal, Canada.
Represented the Agent with respect to an $11,500,000 asset based credit facility that included a revolving credit facility governed by a borrowing base consisting of eligible receivables, eligible inventory and eligible standing timber. The proceeds of the credit facility were used, among other things, for working capital and the purchase of additional standing timber. The credit facility was fully secured by all assets of the borrower including, but not limited to, standing timber and collateral assignments with respect to the various timber cutting contracts.
Represented the Agent with respect to a $500,000,000 unsecured revolving credit facility to a borrower in the retail industry. The proceeds of the credit facility were used for, among other things, to repay certain existing indebtedness arising from a prior loan agreement as well as previously issued senior notes, working capital and for permitted acquisitions.
Represented the Agent in an unsecured $150,000,000 credit facility (including a swing line facility) provided to an investment grade, public company borrower in connection with an acquisition.
Represented the Agent in an unsecured $150,000,000 credit facility provided to an investment grade, public company borrower. The credit facility included a swing line and an "accordion" feature.
Represented the Agent in the negotiation, documentation and closing of a $140,000,000 revolving credit facility (including swing loan subfacility) provided to a national closely-held holding company for refinance of existing indebtedness of the borrower and working capital purposes. The credit facility is guaranteed by the borrower's domestic and foreign subsidiaries and secured by: (i) a blanket lien against all commercial personalty of the borrower and its domestic subsidiaries; (ii) a fee-simple mortgage lien against certain locations of the borrower in West Virginia, Oklahoma and Illinois; and (iii) pledges of various ownership interests of the borrower in certain of borrower's foreign subsidiaries.
Represented the Agent in unsecured credit facilities totaling $65,000,000 provided to an investment grade public company borrower to be used for working capital and acquisitions.
Represented the Agent with respect to a $60,000,000 non-revolving credit/ term master loan facility. The proceeds of the credit facility were to be used to finance the acquisition and construction of various retail stores throughout the United States by a nationally recognized lumber company. The credit facility was initially secured by various guaranty agreements and the assignment of various promissory notes and was to be further secured at the time of each advance by mortgages on all of the properties that were to be acquired and constructed with the proceeds of the credit facility.
Represented the Agent with respect to a $62,000,000 letter of credit enhancement facility in connection with a tax-exempt bond financing provided to the student association of a state university. The proceeds of the credit facility were to be used to finance the construction of various dormitories on the properties that were leased to the student association from the university. The letter of credit facility was fully secured by a leasehold mortgage on the properties, the collateral assignment of all construction related contracts, and all assets associated with the dormitories.
Represented the Agent with respect to a $20,000,000 credit facility that included a letter of credit subfacility and was supplemented by an investment sweep feature. The borrower also obtained extensive mezzanine financing which was subordinated pursuant to complex intercreditor and subordination agreements.
Commercial Finance - Single Lender Transactions
Represented a bank with respect to a $20,000,000 revolving credit facility provided to a borrower and its subsidiaries that own and operate various garnet mines and coated abrasive manufacturing businesses both domestically and internationally. The credit facility was secured by a pledge of the various ownership interests of the borrower in its subsidiaries and a springing lien on all of the assets of the borrower and its subsidiaries which assets were located in a number of different jurisdictions.
Represented a bank in the negotiation, documentation and closing of a $6,000,000 revolving credit facility, a $2,000,000 non-revolving credit facility and a $3,500,000 term loan provided to a regional limestone mining company for refinance of existing indebtedness and working capital purposes. The credit facility is secured by: a blanket lien against all commercial personalty of the borrower (including as-extracted mineral inventory consisting of quarried limestone); and fee-simple and leasehold mortgage liens against all real estate of the borrower.
Represented a bank in connection with a $10,000,000 credit facility, the proceeds of which were used for, among other things, the development and production of coal bed methane gas in connection with various coal bed methane gas leases entered into by the borrower. The credit facility was fully secured by blanket liens on all of the borrower's assets, including, but not limited to, leasehold mortgages with respect to the coal bed methane gas leases.
Represented a bank in the negotiation, documentation and closing of a $4,200,000 revolving credit demand facility and a $3,961,000 term loan provided to a regional/county managed-care provider for the refinance of existing indebtedness and working capital purposes. The credit facility is secured by: a blanket lien against all commercial personalty of the borrower; a pledge of marketable securities; and a fee-simple mortgage lien against the borrower's principal place of business. The credit facility also involved review and analysis of competing security interests arising due to various county contracts whereby the borrower was engaged to provide managed-care services.
Represented several lenders in a significant number of high profile and large credit facilities in which such lenders were co-lenders and another financial institution served as the agent. Such transactions have included, asset-based facilities with assets (including, among other things, accounts receivable, inventory, marketable securities, stock pledges and commercial real and personal property) located both in the United States and in several foreign jurisdictions, as well as unsecured cash-flow based facilities with such facilities being provided to both single and multiple borrowers ranging from large, publicly traded investment-grade companies and multi-nationals to smaller, closely-held regional and interstate companies and often including multiple guarantors. Such transactions included the customary types of credit facilities and those with additional concepts such as accordion features, multi-currency borrowing options and springing lien, covenant and dominion provisions.
