Asset-Based Lending

As a leader in asset-based lending (“ABL”), we represent both bank and non-bank lenders in transactions ranging from middle-market to large-cap, from single-lender financings to agented and syndicated senior-secured financings, and from domestic to cross-border financings.

We work at the leading edge of ABL developments, advising on stretch pieces,IP in the borrowing base, cash in the borrowing base, seasonal businesses,split collateral, first out/last out facilities, FILOs, SISOs, super-seniors, guaranteed borrowing bases, and synthetic borrowing bases. Our broad experience enables us to provide clients with strategic guidance on secret liens, competing interests, collateral ownership issues and remedy limitations.

Focusing on the key differences between a cash-flow structure and an ABL structure, our experience extends to a wide variety of industries, including software and technology, healthcare, retail, equipment, automotive, transportation and logistics, manufacturing, construction, advertising, telecommunications and media.

To ensure our continued deep understanding of laws governing secured transactions, our team includes a dedicated group of attorneys who focus solely on ABL market intelligence. We also maintain a proprietary database of ABL documentation, including commitment papers and syndicated credit facilities, so that our team has immediate access to the most recent deal precedents and insights into rapidly changing markets.

Recent Representations

  • UBS and JPM as lead arrangers for the split-collateral credit facility, including a $360 million ABL and $1.870 billion cash flow loan ($115 million revolver and $1.755 billion TLB), provided to Pisces Midco (to be known as Cornerstone Building Brands), a joint venture of CD&R and Golden Gate, in connection with the acquisition of Atrium Corporation, a homebuilding products manufacturer, and combination with Ply Gem Industries, Inc., an exterior homebuilding products manufacturer.

  • Wells Fargo Bank, N.A., Bank of Montreal, acting under its trade name, BMO Capital Markets, BOFA Securities, Inc., and JP Morgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners on the refinancing of Southwire's existing $1 billion senior secured asset-based revolving facility.

  • Wells Fargo Bank as successor agent to UBS on an amended and restated $325 million syndicated ABL facility for Atkore International, a manufacturer of steel tubes and pipes. There was an existing term loan facility for Deutsche Bank which remained in place along with a 1L/2L intercreditor agreement.

  • Whitehorse Capital Management as administrative agent on the financing for the acquisition of all the issued and outstanding equity securities of Source Code Holdings, LLC, JMC/SC Holding Corp, JMC/Comark Holding Corp, Integrated IT Solutions Holdings, LLC, and JMC/IITS Holding Corp. The financing consisted of a $175 million term loan and $50 million delayed draw term loan.

  • Wells Fargo in an exit facility in connection with the sale of Bumble Bee Foods, LLC, and its subsidiaries, each of which sells canned seafood products. In connection with the sale, the DIP facility Wells Fargo provided was paid off and the purchasers entered into a $215 million ABL facility agented by Wells Fargo and a $492 million term loan facility agented by Brookfield.

  • Wells Fargo Capital Finance as administrative agent and lender in a $200 million, asset-based lending, split-collateral, debtor-in-possession financing for Bumble Bee Foods, LLC, and its related entities, which sell canned seafood products. Concurrently with the closing of the ABL facility, the borrower and related entities entered into an $80 million term loan facility.

  • UBS AG, Stamford Branch as administrative agent in an extension amendment for Associated Material, LLC's ABL revolving credit facility. The financing consisted of US $125 million and CAD $25 million revolving credit facilities.

  • Galway Sustainable Capital, Inc., Galway Sustainable Credit, LLC, and GSC Holdings, LLC, a specialty finance company that typically invests in projects that promote environmental and social resilience in connection with a financing with Oaktree Capital, a global alternative investment management firm. The financing consisted of a $125 million senior secured delayed-draw term loan facility.

  • GI Partners in connection with the financing for their acquisition of DR Fortress, LLC, one of the largest data center companies in Hawaii.

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