Gould + Ratner

Financial Services

The lawyers in our Financial Services Industry Practice assist our banking and other financial services clients across the spectrum of commercial finance, from the lending of senior debt to the investing of common equity.

By understanding not just the debt side of the balance sheet, or just the equity side of the balance sheet, but rather knowing the entire capital structure and the interplay between and among the various financial products, we add a more complete and broad understanding of the transaction and situation at hand, as well as the range of possibilities.

We successfully structure solutions for a significant and diverse roster of large national and mid-sized regional banks, as well as commercial finance intermediaries, insurance companies,  various investment funds (both debt and equity) and private investor groups.

Commercial Lending

Gould & Ratner represents banks and other lenders in a variety of secured, mezzanine and unsecured commercial loans, including asset-based, revolving and term loan facilities. The firm also represents banks in providing letters of credit to support industrial development bond financing.

Real Estate Finance

Teaming with the firm’s real estate and corporate attorneys, our Financial Services team represents lenders in negotiating and documenting acquisition, construction and permanent loan facilities. These transactions have involved a diverse array of properties throughout the United States, including commercial office, retail, industrial and manufacturing, multi-use and residential developments.

Restructuring and Workouts

Our lawyers provide legal and business counsel to creditors and creditor groups on a variety of insolvency issues, including debtor-in-possession financings, recapitalizations, restructurings and forbearance agreements.

The firm assists lenders through development of effective workout strategies, including turnaround debt and equity transactions, or, if necessary, we can handle the disposition of assets either in bankruptcy or through various out-of-court devices, including assignments for the benefit of creditors.

Real Estate, Environmental and Tax Support

The firm’s real estate, environmental and tax attorneys are available to provide support to our finance clients when necessary, drawing on their vast experience in complex business transactions.


Representative Matters


    Asset-Based Loans

  • Representation of bank in the documentation of $17.5 million revolving line of credit to multi-borrower group involved in interstate freight transportation secured by accounts receivable and other assets. Also represented bank in numerous refinancings of such loan.
  • Representation of bank in refinancing $1 million revolving loan to high-end laminate designer and distributor. Loan involved subordination of principal owner loan.
  • Representation of bank in a combination $6.5 million loan to major real estate brokerage firm, including revolving line, acquisition line and term loan.
  • Represented a bank on asset based loan for $10 million, $5 million of which was a working capital revolver and $5 million was an acquisition guidance line.
  • Documentation of $25 million revolver and $4.2 million term loan from bank to distributor of food products to restaurants. The loan was secured by inventory, accounts receivable and real estate and required reserve for PACA liens of agricultural producers.
  • Documentation of $10 million revolver and $2.2 million over advance term facility to owner/operator of school bus transport company. The loan was secured by accounts receivable and inventory.
  • Representation of bank in $1 million revolver and $2 million term loan to distributor of material supplies to big box retailers.
  • Represented bank in $24.4 million financing for a regional plumbing and home furnishings distributor. The financing consisted of a $14.9 million term loan secured by 13 properties in 4 different states and a $9.5 million revolving loan secured by inventory and trade receivables. In addition to the 13 owned properties listed above, the borrower conducts its business in 17 other locations, using over 15 different trade names, creating a rigorous diligence and perfection process.
  • Representation of investment fund in $2.75 million loan secured by real estate involved in litigation and by cash collateral.
  • Business and Equipment Acquisition Loans

  • Representation of bank in $2.7 million acquisition loan for reprographics company.
  • Documentation of $5 million working capital and $35 million equipment acquisition loan for bank with loans secured by accounts receivable inventory and equipment.
  • Real Estate-Secured Loans

  • Representation of bank in the refinancing of a loan on a Chicago Loop office building.
  • Representation of bank in the documentation of a construction loan for multi-use development.
  • Representation of bank in the documentation of real estate acquisition loan for mixed use development.
  • Representation of bank in $3 million acquisition loan for charter school property.
  • Representation of bank in $2.5 million unsecured loan to commercial real estate landlord leasing to sports club and other retail tenants.
  • Representation of bank in making $6.2 million secured term loan to acquire nursing home plus $1.5 million revolver for working capital.
  • Representation of bank in initial loan and subsequent loans totaling $5.5 million – mix of term and revolving loans – secured by undeveloped real estate in Florida.
  • Representation of bank in establishing a $10 million line of credit for bank customer secured by undeveloped real estate in western United States.
  • Representation of bank in documenting revolving line of credit for working capital loan and real estate and equipment term loans totaling in excess of $9 million. The transaction involved subordination agreements with junior lenders and an intercreditor agreement with a prior lender. The transaction also involved securing warehouseman and landlord lien waivers and putting cash management systems in place.
  • Documentation of $6.5 million revolver loan and $8.5 million term loan for bank. The loan was made to operator convenience stores with gas station component, and was secured by accounts receivable, inventory and real estate. The negotiation/documentation required review of environmental issues.
  • Representation of second lien lender regarding $13 million facility.
  • LLC Membership Interest Secured Loans

  • Documentation of pledge of limited liability company interest to secure purchase money note in sale of real estate LLC.
  • Oil and Gas Property Loans

  • Documentation of $1 million loan by investment fund secured by interest in oil and gas well.
  • Represented investment fund in $3 million loan secured by oil and gas leases and LLC membership interest.
  • Credit Enhancement - Letters of Credit

  • Representation of bank in providing letters of credit to support development bond financings for private educational institutions.
  • Litigation-Related Loans

  • Helped document pledge of intercompany note to secure multi-billion judgment of plaintiff class in “lite cigarettes” class action litigation.
  • Loan Participation

  • Representation of bank in participation in $25 million revolving loan to major financial consulting/accounting firm.
  • Non-Performing Loans

  • Represented a major financial institution that held secured debt, the collateral for which consisted of leases on aircraft. Successfully negotiated stipulations for continued adequate protection payments in exchange for debtor’s usage of aircraft.
  • Assisted a major asset-based lender to realize on its collateral in Chapter 11 case filed by owner of large suburban restaurant through a sale of restaurant fixtures and equipment to real estate lessor in an Article 9 sale, and through foreclosure of mortgages upon residences of restaurant’s principals.
  • Assisted trustee’s counsel in Chapter 11 case filed by rivet manufacturer in negotiating cash collateral with debtor’s senior lender and then worked with senior lender in procuring sale of substantially all assets of debtor pursuant to Section 363.
  • Represented a major asset-based lender holding mortgages upon approximately 46 separate gas stations and convenience store parcels. A substantial recovery of client’s claim was achieved by persuading Chapter 11 Debtor to conduct a Section 363 auction of the real estate. Worked closely with the lender’s environmental consultant in order to obtain recovery from environmental insurance carrier.
  • Represented the FDIC in the Chapter 11 proceeding of a real estate developer, where the FDIC held a first lien position on 21 newly constructed condominiums in Illinois. Obtained court approval (over the objections of lien claimants) for debtor’s sale of the FDIC’s collateral, which resulted in a payoff of the FDIC.
The touchstone of our service to clients is translating our legal skill and business experience into practical solutions that work, helping our clients succeed.